The Customer's attention is particularly drawn to the provisions of clause 7.
1.1 Definitions. In these Conditions, the following definitions apply:
|a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business;
|has the meaning set out in clause 2.2;
|these terms and conditions as amended from time to time in accordance with clause 9.7;
|the contract between Blizzard and the Customer for the supply of Services in accordance with these Conditions;
|the person or firm who receives Services from Blizzard;
|Letter of Authority
|the Customer's signed letter of authority appointing Blizzard as its agent in connection with the Services;
|Schedule of Services
|the services set out in clause 4.1 and any description document attached to the Conditions entitled Schedule of Services;
|the services supplied by Blizzard to the Customer as set out in clause 4.1 and the Schedule of Services;
|Blizzard Utilities Limited registered in England and Wales with company number 5962917 of Swan Court, Waterhouse Street, Hemel Hempstead, Herts HP1 1DS; and
|an OFGEM licensed supplier of gas and electricity in the UK.
1.2 In these Conditions, the following rules apply:
1.2.1 a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
1.2.2 a reference to a party includes its successors or permitted assigns;
1.2.3 a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted and a reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted; and
1.2.4 a reference to writing or written includes faxes and e-mails.
2.1 The Letter of Authority constitutes a contract between Blizzard and the Customer to receive the Services in accordance with these Conditions.
2.2 The contract set out in clause 2.1, shall be deemed to commence when the Customer signs the Letter of Authority, at which point and date the Contract shall come into existence (Commencement Date), unless Blizzard and the Customer have previously entered into a separate written contract which has not been terminated.
2.3 The Customer agrees that it has appointed Blizzard to supply the Services on an exclusive basis, and that it shall not appoint another party or agent to supply the Services in competition with Blizzard for the duration the Contract.
2.4 The Contract constitutes the entire agreement between the parties and supersedes any previous arrangement, understanding or agreement between the Customer and Blizzard, unless Blizzard and the Customer have previously entered into a separate written contract which has not been terminated. The Customer acknowledges that it has not relied on any statement, promise, warranty or representation (whether made negligently or innocently) made or given by or on behalf of Blizzard which is not expressly set out in the Contract. The Customer agrees that all liability for and remedies in respect of any representations are excluded except as expressly provided in the Contract.
2.5 Any descriptive matter or advertising issued by Blizzard, and any descriptions contained in Blizzard's advertising or marketing material, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force; unless expressly set out in clause 4.1 and the Schedule of Services.
2.6 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
3.1 Subject to clauses 8 and 9.1 Blizzard shall from the Commencement Date supply the Services to the Customer in accordance with the Conditions.
3.2 Blizzard shall use all reasonable endeavours to meet any performance dates provided by Blizzard from time to time; provided always any such dates shall be estimates only and time shall not be of the essence for performance of the Services or any part thereof by Blizzard.
3.3 Blizzard shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement or which do not materially affect the nature or quality of the Services, and Blizzard shall notify the Customer in any such event.
3.4 Blizzard warrants to the Customer that the Services will be provided using reasonable care and skill.
4.1 The Services refer to and include the arrangement of the supply of gas and/or electricity for the Customer by Blizzard, with a view to the Customer entering into a contract with a Supplier, unless specifically excluded by a separate agreement in writing. Blizzard will not be party to any such contract with a Supplier, and all contracts are subject to the relevant Supplier's own terms and conditions.
4.2 The Customer acknowledges and agrees that in order to provide the Services, Blizzard may pass the information, or any part thereof, that the Customer provides to Blizzard in accordance with clause 5.1 to Suppliers for the purpose of obtaining quotations from such Suppliers.
4.3 Blizzard is not obliged to include any or all Suppliers as part of the provision of the Services, and may at any time exclude any Supplier (or any product or service of any Supplier).
4.4 As a result of using the Services the Customer acknowledges that Blizzard may be paid a referral fee or commission from a Supplier for arranging energy contracts between it and the Customer.
4.5 The Customer acknowledges and agrees that it will be responsible for the payment of any amounts payable to any Supplier in accordance with the terms of any agreement entered into with such Supplier, and that Blizzard will not be liable for any such payment.
4.6 The Customer warrants and represents that any information that it provides to Blizzard is true, complete and accurate and it shall promptly inform Blizzard of any changes to such information.
5.1 The Customer shall:
5.1.1 ensure that any information, data or documents provided by the Customer to Blizzard, from time to time, are complete, up to date and accurate;
5.1.2 co-operate with Blizzard in all matters relating to the Services;
5.1.3 on demand provide Blizzard with such information, data or documents as Blizzard may require from time to time in order to supply the Services;
5.1.4 provide such assistance as Blizzard may reasonably require from time to time in relation to the Services;
5.1.5 immediately inform Blizzard if there is any change in the Customer's circumstances and/or business, which may affect the provision of the Services;
5.1.6 provide authority to enter into discussions and/or arrangements with such utility providers as Blizzard may determine as part of the provision of the Services and the Customer agrees that Blizzard may supply any information, data orádocument Blizzard may receive from the Customer to any such utility provider; and
5.1.7 comply with the provisions of the Bribery Act 2010 and any other applicable legislation.
5.2 If Blizzard's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer in connection with, or related to, the Services or failure by the Customer to perform any relevant obligation (Customer Default):
5.2.1 Blizzard shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays Blizzard's performance of any of its obligations;
5.2.2 Blizzard shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Blizzard's failure or delay to perform any of its obligations as set out in these Conditions; and
5.2.3 the Customer shall reimburse Blizzard on written demand for any costs or losses sustained or incurred by Blizzard arising directly or indirectly from the Customer Default, subject to a minimum of amount of ú250.
5.3 The Customer warrants and represents that all information, data and documents provided by it to Blizzard from time to time are complete, up to date and accurate.
6.1 A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party's business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as necessary for the purpose of discharging the Receiving Party's obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party.
6.2 This clause 6 shall survive termination of the Contract.
7.1 Nothing in these Conditions shall limit or exclude Blizzard's liability for:
7.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
7.1.2 fraud or fraudulent misrepresentation;
7.1.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); or
7.1.4 any other liability which it is illegal or unlawful for Blizzard to limit or exclude liability for.
7.2 Without prejudice to clause
7.2 Blizzard shall not under any circumstances whatsoever, be liable to the Customer, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, for any:
7.2.1 loss of profit;
7.2.2 loss of goodwill;
7.2.3 loss of business;
7.2.4 loss of anticipated saving;
7.2.5 special, indirect or consequential damage;
suffered by the Customer arising under or in connection with the Contract.
7.3 Without prejudice to clauses 7.1 and 7.2, Blizzard's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the aggregate commission received by Blizzard from a utility provider in connection with the Services provided to the Customer.
7.4 Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
7.5 This clause 7 shall survive termination of the Contract (for whatever reason).
8.1 Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:
8.1.1 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
8.1.2 the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
8.1.3 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
8.1.4 the other party is the subject of a bankruptcy petition or order;
8.1.5 the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or
8.1.6 the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
8.2 Blizzard may promptly terminate the provision of the Services at any time by providing written notice to the Customer.
9.1 Force majeure:
9.1.1 for the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of Blizzard including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of Blizzard or any otheráparty), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of any current or potential utility provider (whether engaged by the Customer, Blizzard or not);
9.1.2 Blizzard shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
9.1.3 if the Force Majeure Event prevents Blizzard from providing any of the Services for more than 30 days, Blizzard shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.
9.2 Assignment and subcontracting:
9.2.1 Blizzard may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent;
9.2.2 the Customer shall not, without the prior written consent of Blizzard, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
9.3.1 a waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy;
9.3.2 unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
9.4.1 if a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected;
9.4.2 if any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
9.5 No partnership: Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
9.6 Third parties: A person who is not a party to the Contract shall not have any rights under or in connection with it.
9.7 Variation: Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to the Contract, shall only be binding when agreed in writing and signed by Blizzard.
9.8 Governing law and jurisdiction: This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.