Terms of Business

1. About these Terms

These Terms of Business ("Terms") explain the basis on which UTILITY PRICE CHECK LTD provides business utility comparison, procurement, switching, referral and related intermediary services.

They are intended to ensure that both you and we understand:

• what services we provide
• what our role is
• how we obtain and present quotations
• how we are paid
• what authority you give us
• your responsibilities when using our services
• how utility contracts are formed
• what happens if something goes wrong; and
• how our relationship may be ended

Please read these Terms before asking us to arrange a contract.

2. Who we are

UTILITY PRICE CHECK LTD Company number: SC898389

Registered office: Office 598, Unit LGE 18 Young Street Edinburgh United Kingdom EH2 4JB

Website: utilitypricecheck.com Telephone: 0333 054 0678 Sales email: sales@utilitypricecheck.com ICO registration number: ZC223947 ADR membership reference: E3608

UTILITY PRICE CHECK LTD is a Third-Party Intermediary ("TPI").

We are not an electricity supplier, gas supplier, water retailer, telecommunications network, mobile network or waste collection company.

Our role is to act as an intermediary between business customers and relevant suppliers or service providers.

3. Who these Terms apply to

Our services are intended for business and non-domestic customers.

This may include:

• limited companies
• sole traders
• partnerships
• charities
• clubs
• associations
• public-sector organisations
• schools
• care organisations
• religious organisations
• landlords operating commercial premises; and
• other organisations purchasing utilities for non-domestic purposes

Our standard business services are not intended for individuals purchasing utilities mainly for domestic or personal purposes.

If a supply relates wholly or mainly to domestic use, you must tell us before using our services because different legal requirements may apply.

4. Definitions

In these Terms:

"Customer", "you" or "your"

means the business, organisation or person instructing us to provide the Services.

"Supplier"

means an electricity, gas, water, telecommunications, mobile, broadband, waste or other provider from whom we obtain or facilitate a quotation or service.

"Partner"

means an aggregator, wholesale partner, sub-broker, technology provider, introducer or other organisation that assists us in obtaining or arranging services.

"Services"

means the intermediary, comparison, procurement, switching, contract support or related services that we agree to provide.

"Supply Contract"

means a contract entered into directly between you and a Supplier.

"Quotation"

means a price, tariff, offer, proposal or other commercial terms obtained from or through a Supplier or Partner.

"Letter of Authority" or "LOA"

means a written authority provided by you allowing us to carry out specified activities on your behalf.

5. When these Terms become effective

These Terms apply when, after having been provided with or given access to them, you:

• sign or electronically accept them
• sign a Letter of Authority referring to them
• ask us in writing to provide Services
• instruct us to obtain quotations or approach Suppliers; or
• otherwise clearly instruct us to proceed with Services

Where we enter into a separate written service agreement with you, that agreement and these Terms should be read together.

If there is an inconsistency, the specifically negotiated written agreement will take priority in relation to the matter it covers.

A Supplier's terms and conditions are separate from these Terms.

6. The services we may provide

Depending on your requirements, we may provide intermediary services relating to:

Business energy

• electricity
• gas
• half-hourly electricity
• multi-rate electricity
• multi-site portfolios; and
• related metering or energy services

Business water

We may obtain or facilitate quotations for eligible non-household water and wastewater services.

Telecommunications and connectivity

This may include:

• business broadband
• FTTP
• SoGEA
• leased lines
• business telephone services
• VoIP
• connectivity; and
• related telecommunications products

Business mobile services

This may include:

• SIM-only contracts
• business mobile contracts
• voice and data packages; and
• related mobile services

Business Waste

This may include quotations or introductions for:

• general waste
• recycling
• food waste
• glass
• cardboard
• commercial bins
• scheduled collections; and
• other business waste services

We may also provide other business utility or cost-management services where separately agreed.

7. How our comparison service works

We may obtain quotations by:

• contacting Suppliers directly
• using Supplier portals
• using Partner or aggregator systems
• contacting authorised wholesale or channel partners
• using industry data
• manually comparing supplier information
• using electronic comparison systems; or
• using a combination of these methods

Our comparison service does not necessarily operate as an automated comparison engine.

Quotations may be researched and compared manually by our advisers.

8. We do not necessarily compare the whole market

Our aim is to find a highly competitive solution for your business by comparing the options available to us from a broad range of business energy suppliers and industry partners.

We work with a panel of suppliers and may also access pricing through direct supplier relationships, aggregators, wholesale partners, channel partners and other authorised intermediaries. This allows us to consider different routes to market rather than relying on a single source of pricing.

Not every supplier makes every tariff available through every sales channel, and some suppliers may choose not to quote for a particular business because of factors such as credit profile, consumption, location, meter type or contract requirements.

For this reason, we do not describe our service as a "whole of market" comparison unless we have reasonable grounds to do so. Instead, our approach is to search the suppliers and pricing channels available to us and identify the options we believe are most suitable and competitive for your business at the time of the comparison.

Instead, our approach is to search the suppliers and pricing channels available to us and identify the options we believe are most suitable and competitive for your business at the time of the comparison. Where appropriate, we may also check more than one pricing route for the same supplier, as prices and commercial terms can sometimes vary between channels.

We believe in being transparent about how we compare the market. If you would like to know which suppliers or pricing channels were considered for your quotation, you can ask us at any time.

9. Our relationship with Suppliers and Partners

We may have commercial relationships with Suppliers and Partners.

This may include commission or referral arrangements.

This means we can receive payment when a Customer enters into a contract that we have arranged or introduced.

The existence of such a commercial relationship does not change the fact that your Supply Contract is entered into with the Supplier.

We are not owned by a Supplier unless we specifically disclose otherwise.

We will not knowingly represent ourselves as being your existing Supplier or as being employed by a Supplier where that is not the case.

10. Quotations

Quotations in utility markets can change quickly.

Unless expressly confirmed otherwise:

• quotations are indicative until accepted and confirmed
• prices may be time-limited
• a Supplier may change or withdraw a price
• availability may depend on a credit assessment
• prices may depend on consumption
• prices may depend on meter information
• offers may differ by payment method
• offers may depend on contract start date
• prices may be withdrawn before Supplier acceptance; and
• a quotation does not guarantee that the Supplier will accept your application

We recommend making decisions based on the entire contract rather than the unit rate alone.

11. What a quotation may include

Depending on the type of service, we may provide information including:

• unit rates
• standing charges
• contract duration
• expected contract start date
• estimated annual cost
• payment method
• tariff type
• estimated consumption
• termination provisions
• renewal provisions
• broker commission
• additional service charges; and
• other principal terms

Taxes, VAT, Climate Change Levy and other regulatory or industry charges may apply separately unless expressly included.

12. Estimated annual costs

Any annual cost calculation is normally based on information available at the time, which may include:

• historic consumption
• estimated consumption
• meter data
• current bills
• Supplier information; and
• information provided by you

Actual costs can differ because of changes in:

• consumption
• taxes
• regulatory charges
• network charges
• meter configuration
• operating hours
• business activity; or
• other factors outside our control

An estimated annual cost should therefore not be treated as a guarantee of your future expenditure.

13. How We Are Paid

UTILITY PRICE CHECK LTD is a commercial business and may receive payment when we successfully arrange or introduce a utility contract. For many contracts, you will not receive a separate invoice from us.

Instead, the Supplier or Partner may pay us a commission.

Energy commission For electricity and gas contracts, our commission may be included within the price you pay, for example through the unit rate, standing charge or another part of the contract price. Where commission is linked to consumption, it may be calculated using: commission rate × estimated consumption × contract length For example, a commission of 0.50 pence per kWh on 50,000 kWh per year over a two-year contract would result in an estimated commission of £500. This is an example only. The actual amount will depend on the contract.

14. Commission transparency

We believe in being clear about how we are paid. Before you enter into a relevant energy contract, we will explain, or arrange for you to receive information explaining: * that commission is payable * how it is calculated * how it is included in the price; and * the amount or estimated amount of commission where required. You can ask us for further information about the commission relating to any contract we arrange. Commission May Vary Commission arrangements can vary between Suppliers, Partners and products. This means we may not earn the same amount from every contract. Our aim is to present suitable and competitive options fairly, rather than favouring a Supplier simply because it pays a higher commission.

15. Our Pricing Objective

Where our commission is included within the Supplier's price, our aim is to keep the overall quotation highly competitive. In some cases, pricing available through our Supplier or Partner channels may allow us to offer an overall rate — including our commission — that is lower than a comparable rate available directly from the Supplier. However, we cannot guarantee this in every case, as prices can vary between sales channels, suppliers, brokers, contract dates, consumption levels and customer circumstances.

16. Direct Fees

We do not normally charge you a separate fee for obtaining standard utility quotations unless we tell you otherwise in advance. If a separate fee applies for services such as consultancy, audits, tender management, portfolio management, data services or specialist procurement, we will explain the fee clearly before you become liable for it. VAT may apply where relevant.

17. No Unexpected Additional Charges

We will not charge you an additional fee simply because a Supplier reduces or recovers our commission unless that possibility was clearly explained to you in advance and you expressly agreed to it. Any separate fee arrangement will be explained clearly, including when the fee may apply and how it is calculated.

18. Letter of Authority

We may ask you to sign a Letter of Authority before obtaining certain information or dealing with an existing Supplier.

An LOA may allow us to:

• contact your existing Supplier
• obtain contract information
• confirm contract end dates
• obtain consumption information
• obtain MPAN or MPRN details
• obtain meter information
• investigate account information
• request quotations
• communicate with industry parties; and
• perform other activities expressly covered by the LOA

19. Limits of our authority

An LOA does not give us unlimited authority over your business or utility accounts.

We may only act within the authority granted by the document.

Unless a separate written authority expressly states otherwise, our standard Letter of Authority does not authorise UTILITY PRICE CHECK LTD to enter into a Supply Contract on your behalf without your separate agreement to the proposed contract.

Where a Supplier requires additional authority, we may ask you to provide it separately.

20. Withdrawal of a Letter of Authority

You may notify us in writing if you wish to withdraw an LOA, subject to:

• its existing terms
• actions already properly taken under it
• Supplier procedures; and
• contracts already entered into

Withdrawal of an LOA does not automatically cancel an existing Supply Contract.

If you wish to terminate or change a Supply Contract, you must comply with the Supplier's applicable terms.

21. Your authority to act for the Customer

If you communicate with us on behalf of a company, partnership, charity or other organisation, you confirm that you have sufficient authority to:

• provide information to us
• request quotations
• discuss the organisation's utilities
• provide an LOA where applicable; and
• agree a Supply Contract where you instruct us to proceed

We may ask for evidence of authority where reasonably required.

22. Your responsibilities

You agree to provide information that is, to the best of your knowledge:

• accurate
• complete
• current; and
• not misleading

You should tell us promptly if information changes.

This is particularly important for information concerning:

• legal business name
• company number
• business address
• supply address
• current Supplier
• MPAN
• MPRN
• SPID
• meter information
• consumption
• contract start and end dates
• current prices
• tenancy or occupancy
• bank information
• expected change of business ownership; and
• expected material changes in usage

23. Existing contracts

You are responsible for telling us about any existing utility contract covering the relevant premises, meter or account.

You should not enter into overlapping contracts for the same supply period.

If you are uncertain whether an existing contract is still binding, you should check with the current Supplier before accepting another contract.

We may assist with obtaining contract information where authorised, but we cannot guarantee that information provided by a third party is complete or accurate.

24. Reviewing contract information

Before agreeing to a Supply Contract, you should carefully review the principal terms.

In particular, you should check:

• Supplier name
• business name
• supply address
• MPAN, MPRN or other identifier
• unit rate
• standing charge
• commission disclosure
• contract start date
• contract duration
• payment method
• renewal provisions
• termination provisions
• early termination charges; and
• any other material conditions

If anything appears incorrect, you should tell us before agreeing to proceed.

25. Entering into a Supply Contract

When you choose to proceed with a quotation, we may facilitate the contracting process between you and the Supplier.

Depending on the Supplier, acceptance may occur through:

• a signed contract
• electronic signature
• electronic acceptance
• an online portal
• email confirmation
• a recorded telephone agreement; or
• another Supplier-approved method

You should not confirm acceptance unless you:

• are authorised to do so
• understand the principal terms; and
• intend the business to enter into the contract

26. Binding contracts

A business utility contract can become binding before the supply itself begins.

Once a Supplier has accepted the agreement, you may have contractual obligations even where the proposed start date is months or years in the future.

You should therefore not treat a quotation or contract acceptance as merely a reservation.

27. Cooling-off and cancellation

You should not assume that a business utility contract includes a cooling-off period.

The cancellation rights that apply will depend upon:

• applicable law
• the type of Customer
• the particular product; and
• the Supplier's terms and conditions

Where you have agreed to a Supply Contract and later change your mind, the Supplier may:

• refuse cancellation
• apply contractual termination provisions; or
• charge an early termination fee

You should check the Supplier's terms before agreeing to proceed.

28. Supplier acceptance and credit checks

A Supplier may undertake:

• credit checks
• fraud checks
• business identity checks
• eligibility assessments; or
• other commercial checks

before accepting a Customer.

We do not control a Supplier's credit policy.

A Supplier may:

• reject an application
• request a deposit
• require Direct Debit
• change available products; or
• offer alternative terms

29. Bank details and Direct Debit information

Where required for a proposed contract, we may collect:

• account holder name
• sort code
• account number; and
• other payment information required by the Supplier

Providing these details to us for a quotation, credit assessment or proposed Supplier application does not by itself authorise UTILITY PRICE CHECK LTD to create a Direct Debit from your bank account.

Where a Direct Debit is required for the Supply Contract, it will normally form part of the Supplier contracting process after you have agreed to proceed with the relevant contract.

30. Supplier contracts are separate from our agreement

Your Supply Contract is between you and the Supplier.

UTILITY PRICE CHECK LTD is not normally a party to that Supply Contract.

The Supplier is responsible for matters including:

• supplying the service
• billing
• payment collection
• meter operations
• service quality
• outages
• tariff administration
• Supplier customer service; and
• contractual performance

We may assist you with queries where this forms part of our service, but responsibility for performing the Supply Contract remains with the Supplier.

31. Introduced services

For some products we may introduce you to another company rather than arranging the service ourselves.

Where this occurs:

• we may receive a referral commission
• the Partner may contact you
• you may enter into a separate agreement with the Partner; and
• the Partner's terms and privacy information will apply to its service

We will endeavour to make the nature of the introduction clear.

32. No guaranteed savings

We seek competitive commercial terms, but we do not guarantee:

• a specific saving
• a particular percentage reduction
• that the quotation is the cheapest available anywhere in the market
• that prices will not fall after you agree a contract
• that your future bills will be lower; or
• that switching Supplier will always be the best course of action

Energy and utility markets change continuously.

A price available after you have entered into a contract may be lower or higher than the price you accepted.

This does not by itself mean that the original contract was unsuitable at the time it was agreed.

33. Market movements

We cannot predict future wholesale or retail utility prices with certainty.

Any market information we provide is intended to assist your commercial decision.

It is not a guarantee of:

• future prices
• market direction
• financial return; or
• future savings

The final decision whether and when to enter into a fixed, variable, indexed or other contract remains yours.

34. No legal, tax or financial advice

Unless expressly agreed otherwise, our Services do not constitute:

• legal advice
• accounting advice
• tax advice
• regulated financial advice; or
• investment advice

Where a decision has significant legal, tax or financial consequences, you should obtain advice from an appropriately qualified professional.

35. Ongoing support

Where agreed, we may provide ongoing assistance after a contract has been entered into.

This may include:

• Supplier liaison
• account queries
• contract information
• renewal reminders
• change-of-tenancy assistance
• troubleshooting
• obtaining alternative quotations; and
• general utility support

The precise level of ongoing account management may depend on the product and arrangement with you.

36. Contract renewal reminders

Where we hold a relevant contract end date, we may contact you before renewal.

However, you remain responsible for monitoring your own contracts.

We cannot guarantee that:

• a reminder will always be received
• Supplier data will always be accurate
• your contact information will remain current; or
• a renewal quotation will be available by a particular date

You should maintain your own records of contract expiry dates.

37. We will not renew without appropriate authority

We will not knowingly enter a new Supply Contract on your behalf without the authority required to do so.

Supplier contracts may nevertheless contain their own provisions dealing with:

• continuation after contract end
• out-of-contract rates
• deemed arrangements; or
• renewal

Those provisions are controlled by the Supplier's contract rather than these Terms.

38. Data protection

We process personal information in accordance with applicable UK data protection law and our Privacy Notice.

UTILITY PRICE CHECK LTD is registered with the Information Commissioner's Office under registration number:

ZC223947

We may process personal information for purposes including:

• preparing quotations
• obtaining account information
• communicating with Suppliers
• arranging contracts
• managing customer relationships
• administering renewals
• dealing with complaints
• complying with legal obligations; and
• providing the Services

Further details are contained in our Privacy Notice.

39. Sharing information

Where necessary for providing the Services, we may disclose relevant information to:

• Suppliers
• water retailers
• telecom providers
• mobile providers
• waste companies
• aggregators
• authorised Partners
• credit reference providers
• industry data providers
• CRM and technology providers
• professional advisers; and
• other organisations involved in delivering the requested service

We will handle personal information in accordance with our Privacy Notice.

40. Confidential information

Each party should treat confidential commercial information received from the other with appropriate care.

Confidential information may be used where reasonably required to:

• perform the Services
• obtain quotations
• arrange a contract
• comply with law
• obtain professional advice; or
• enforce legal rights

This obligation does not apply to information that:

• is already publicly available through no breach of these Terms
• was lawfully known before disclosure
• is received lawfully from another source; or
• must be disclosed by law

41. Intellectual property

Our:

• reports
• comparison formats
• templates
• website content
• methodologies
• written materials; and
• other proprietary materials

remain our intellectual property unless otherwise agreed.

You may use information provided to you for the purpose of evaluating and managing your own business utilities.

You may not reproduce or commercially exploit our proprietary materials without permission.

42. Our standard of service

We will use reasonable care and skill when providing our Services.

We will seek to:

• communicate clearly
• present quotations accurately
• disclose our role
• disclose relevant remuneration
• act within the authority provided
• protect Customer information
• handle complaints fairly; and
• avoid knowingly misleading Customers

43. Reliance on third-party information

We rely on information supplied by:

• Customers
• Suppliers
• industry databases
• meter operators
• Partners
• credit reference organisations; and
• other third parties

We are not responsible for an error resulting from incorrect or incomplete third-party information where we could not reasonably have been expected to know that the information was incorrect.

If we become aware of a material error, we will take reasonable steps to address it.

44. Limitation of liability

Nothing in these Terms excludes or limits liability where it would be unlawful to do so, including liability for:

• death or personal injury caused by negligence
• fraud
• fraudulent misrepresentation; or
• any liability that cannot lawfully be excluded

Subject to the above and to the fullest extent permitted by law, we will not be liable for indirect or consequential losses arising from the Services.

This may include loss of:

• anticipated profit
• anticipated savings
• business opportunity
• goodwill; or
• revenue

where such loss is indirect or consequential.

Subject to applicable law, our total aggregate liability arising from a particular Service or related series of events will not exceed the greater of:

• (a) £10,000; or
• (b) the total commission and direct fees actually received by us in connection with the relevant Customer and Service during the 12 months preceding the event giving rise to the claim

This limitation does not affect rights which cannot lawfully be excluded or restricted.

45. Matters outside our reasonable control

We are not responsible for failure or delay caused by events outside our reasonable control.

Examples may include:

• Supplier system failure
• industry system failure
• cyber incidents affecting third parties
• telecommunications outages
• industrial disputes
• natural disasters
• war
• government action
• regulatory changes
• market suspension
• failure of energy infrastructure
• Supplier insolvency; or
• other comparable circumstances

We will take reasonable steps to minimise disruption where possible.

46. No exclusivity unless expressly agreed

Unless we have entered into a separate written agreement providing otherwise, these Terms do not appoint us as your exclusive broker.

You remain free to:

• obtain quotations yourself
• approach Suppliers directly; or
• use another intermediary

However, you should tell us if another party is simultaneously arranging a contract for the same supply point and period, as duplicate contract submissions can create contractual and administrative problems.

47. Ending our relationship

Unless a separate service agreement states otherwise, you may tell us in writing that you no longer wish us to provide future brokerage Services.

We may also stop providing Services by giving reasonable written notice.

We may suspend or end our Services immediately where:

• you materially breach these Terms
• we reasonably suspect fraud
• you ask us to act unlawfully
• continuing the relationship may expose us to legal or regulatory risk
• you abuse or threaten our staff; or
• we are no longer able to provide the relevant Service

48. Effect of termination

Ending your relationship with UTILITY PRICE CHECK LTD does not automatically:

• cancel a Supply Contract
• cancel a pending Supplier agreement already accepted
• remove contractual obligations owed to a Supplier; or
• remove commission already earned or payable in relation to a contract we arranged

Where a Supplier continues paying commission relating to a Supply Contract that we previously arranged, we remain entitled to receive that commission in accordance with the relevant commercial arrangement.

49. Complaints

If you are dissatisfied with our service, please contact us.

Email: sales@utilitypricecheck.com Telephone: 0333 054 0678

We will seek to investigate complaints fairly and provide a response in accordance with our Complaint Handling Procedure.

50. Alternative Dispute Resolution

UTILITY PRICE CHECK LTD participates in an Alternative Dispute Resolution arrangement.

Our membership reference is:

E3608

Where you are an eligible business customer and your complaint cannot be resolved through our internal procedure, you may have the right to refer the dispute to the relevant independent ADR provider.

We will provide the applicable referral details where a complaint becomes eligible for escalation.

Use of an ADR service does not prevent either party from exercising legal rights where applicable.

51. Changes to these Terms

We may update these Terms to reflect:

• changes in law
• regulatory requirements
• changes to our Services
• new Supplier arrangements
• technological developments; or
• improvements to our procedures

Material changes will normally apply to future Services rather than retrospectively altering a Supply Contract or separate agreement that has already been concluded.

The latest version will be available on our website.

52. Assignment and subcontracting

We may use Suppliers, aggregators, Partners, subcontractors or service providers to assist us with providing the Services.

Where a third party acts purely as our subcontractor, we remain responsible for our own contractual obligations to you.

Where we merely introduce you to an independent Provider, that Provider is responsible for performing its own contract with you.

Neither party may transfer material contractual rights under these Terms where doing so would materially prejudice the other party, except as permitted by law or agreed in writing.

53. Entire agreement

These Terms, together with:

• any applicable Letter of Authority
• written service agreement
• written fee agreement; and
• other expressly incorporated documents

form the agreement governing the Services provided by UTILITY PRICE CHECK LTD.

A Supplier's Supply Contract remains a separate agreement between you and the Supplier.

Nothing in this section limits liability for fraud or fraudulent misrepresentation.

54. Severability

If a court or other competent authority determines that any provision of these Terms is invalid or unenforceable, the remainder of the Terms will continue to apply so far as legally possible.

55. Waiver

If either party does not immediately enforce a right under these Terms, this does not normally mean that the right has been waived.

56. Third-party rights

Unless expressly stated otherwise, a person who is not a party to the agreement between us does not acquire rights to enforce these Terms solely because they may benefit from them.

57. Governing law and jurisdiction

These Terms and the relationship between you and UTILITY PRICE CHECK LTD are governed by the law of Scotland, except where mandatory law requires otherwise.

The Scottish courts will have jurisdiction in relation to disputes arising from these Terms, without preventing either party from using an applicable ADR process or exercising any mandatory right available in another competent jurisdiction.

58. Language

These Terms may be explained or translated into another language for convenience.

Where there is any material inconsistency between a translation and the English version, the English version will prevail, except where applicable law requires otherwise.

59. Questions about these Terms

If you would like us to explain any part of these Terms before using our Services, please contact:

UTILITY PRICE CHECK LTD

Company No.: SC898389 ICO Registration No.: ZC223947 ADR Membership: E3608

Telephone: 0333 054 0678 Email: sales@utilitypricecheck.com Website: utilitypricecheck.com

Registered office: Office 598, Unit LGE 18 Young Street Edinburgh United Kingdom EH2 4JB