Business Terms and Conditions

e”, ”us” and ”our”

in the case of the supply of energy and associated operational functions this refers to Tru Energy Limited (09735909), having its trading address at Gable House, 239 Regents Park Road, London, N3 3LF and includes supplying Energy under other trade names including Huddle Powered by Tru. In the case of all other instances, these terms refer to Huddle Utilities Ltd (09380853) operating under trade name ‘Huddle Powered by Tru’

”you”, ”your” and ”Customer”

in each case refers to the person or persons named on the Application, any persons notified to us from time to time and accepted by us or the person or persons who enter into a Deemed Contract with us.

”Act”

the Electricity Act 1989 and the Gas Act 1986 as amended by the Utilities Act and regulations made thereunder, as applicable.

”Affiliate”

any holding company or subsidiary, or any subsidiary of a holding company, of a Party (or other persons) or any related undertaking in which a Party (or other persons) has a participating interest, in each case within the meaning of the Companies Act, 2006.

”Agent”

a Meter Operator, Data Collector, Data Aggregator, or an Agent appointed to provide Meter Reading and equipment services.

”Agent Service”

a service provided by an Agent.

”Agreement”

the entire content of the Contract, these Terms and Conditions, any annexes, appendices, and any document referred to in these Terms and Conditions.

”Authority”

the Gas and Electricity Markets Authority (GEMA) or the Office of Gas and Electricity Markets (Ofgem).

”Automated Meter Reading Equipment”

Metering Equipment that provides Agents with the ability to obtain details of your consumption remotely on a Half Hourly basis.

”Balancing and Settlement Code”

the code of that name brought into force pursuant to the Utilities Act 2000 as modified from time to time, “BSC” shall be construed accordingly.

”Capacity”

the total amount of electricity you may consume at a Metering Point in any given period as agreed with the relevant Network Operator, also known as Authorised Supply Capacity (ASC). In gas, this is your standard Off-take Quantity (SOQ).

”Charges”

the charges referred to in the Contract or as varied in accordance with these Terms and Conditions and any additional costs, charges and expenses set out in the Terms and Conditions.

”Climate Change Levy (CCL)”

a charge levied at the rate from time to time imposed, pursuant to the Finance Act 2000 and any regulations made thereunder or in connection with such charge.

”Communications Equipment”

equipment, wiring or other ancillary items that enable the transmission of data between the Premises and the Data Collector, Data Aggregator, Xoserve or other industry body, Tru Energy, Metering Equipment manufacturer or other authorised body.

”Confidential Information”

all information in any medium or format (written, oral, visual or electronic, and whether or not marked or described as “confidential”), which relates to a Party (the ”Disclosing Party”), or to its employees, officers, customers or suppliers, and which is directly or indirectly disclosed by the Disclosing Party to the other Party in the course of their dealings relating to this Agreement, whether before or after the date of this Agreement;

”Contract”

our Statement of Charge and other Terms and Conditions applicable to the supply of electricity and gas to your Metering Points during an Agreed Supply Period.

”Working Day”

any day other than a Saturday, Sunday or public holiday in England and Wales.

”Consumption Profile Ratio”

the ratio of electricity consumption between 5 pm and 9 pm to the total electricity consumed during a day or multiple days.

”Controller”, ”Data Subject”, ”Personal Data”, ”Special Categories of Personal Data”, ”Processor”

shall each have the meanings given in the applicable Data Protection Legislation

”Credit Bureau(x)”

a collector and compiler of data on individuals or businesses who makes such information available to subscribers allowing them to evaluate the financial stability of such individuals or businesses.

”Data Aggregator”

for electricity only, an Agent appointed to carry out the aggregation of metering data received from the Data Collector.

”Data Collector”

for electricity only, an Agent appointed to provide data retrieval and/or data processing services.

“Data Protection Legislation”

means the European Union's General Data Protection Regulation (2016/679), the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2003/2426) and all applicable laws and regulations relating to the processing of personal data and privacy as amended, re-enacted, replaced or superseded from time to time, including where applicable the mandatory guidance and codes of practice issued by the United Kingdom's Information Commissioner;

”Disconnection”

the permanent removal of a meter, cabling and service from the Premises.

”Distribution Use of System Charges”

charges and fees made by a Network Operator for the use of its system to transport the Supply and, other charges made under the Use of System Agreement including Meter Equipment and operation services, data collection services, data aggregation services and settlement and registration services provided pursuant to the Settlement Agreement, MRA or otherwise.

”End Date”

the last date on which the current Charges and/or Pricing Mechanism shall be applicable. The End Date is shown on the Contract.

”Energy”

electricity and/or natural gas, as appropriate.

”Force Majeure”

an act of God, industrial action (except were solely restricted to employees of the Party claiming a Force Majeure event), an act of the public enemy or terrorist, war declared or undeclared, sabotage or act of vandalism, civil commotion, lightning, earthquake, hurricane, fire, storm, flood, drought, accumulation of snow or ice, explosion, exceptional breakage or accident to machinery or pipelines, governmental restraint, and an act of Parliament or directive of a competent authority and any other cause which is beyond the reasonable control of the affected party. For clarity, a lack of funds shall not constitute Force Majeure.

”Good Industry Practice”

the exercise of that degree of skill, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced operator engaged in the same type of undertaking under the same or similar circumstances.

”Half Hourly Mete”

electricity only, Metering Equipment used to measure the consumption of electricity on a half-hourly basis.

“Isolate”, “Isolated”, “Isolation”

no Energy can flow directly or indirectly from a Network. For electricity, temporary Isolation is de-energisation and permanent Isolation is disconnection.

”Law”

any law applicable in England, including statute, statutory instrument, proclamation, by-law, directive, decision, regulation, rule, order, notice, code of practice, code of conduct, rule of court, instrument or common law.

”Licence”

a licence granted under the Act for the supply, distribution or transmission of electricity or gas.

”Meter Operator”

a person accredited and appointed pursuant to a Meter Operator Agreement who acts as a Meter Operator in respect of Metering Equipment.

”Meter Operator Agreement”

an agreement between the Customer and/or the Supplier (as the case may be) and a Meter Operator.

“Metering Equipment”

devices used to measure the consumption of electricity and/or gas, located at the Premises

”Metering Point”

the point at which electricity or gas is metered prior to supply to your Premises, and at which title and risk in that Energy pass to you. There may be more than one Metering Point at each Premises.

”Network”

the local electricity or gas network, as applicable.

”Network Operator”

in respect of a Metering Point, the operator of the local network.

“Notice”, “Notify”, “Notification”, “Notified”

where information is required by either Party it shall be sent to that Party’s Notice Address.

”Notice Address”

for Notices from us to you, your registered office address or any replacement address nominated by you for Notices from you to us, the address indicated in the Contract or any replacement address nominated by us.

”Party”

either you or us and Parties means you and us.

”Premises”

each of the Premises shown in the Contract.

”Qualified”

as defined in the BSC, and, in respect of Meter Operators, being a signatory to the Meter Operation Code of Practice Agreement.

“Register”, “Registered”, “Registration”

registration of Metering Points to a supplier in accordance with industry regulations.

“Security Breach”

means any security breach relating to the Personal Data, whether or not such incident is sufficiently serious or substantial to justify notification to the Information Commissioner or other relevant supervisory authority in accordance with any Privacy and Data Protection Requirements, or sufficiently serious or substantial to give rise to a material risk of litigation by third parties affected by the breach.

“Start Date”

the date on which the customer’s meter point(s) are registered to Tru Energy and supply to the Premises under this Agreement commences. The proposed Start Date is shown in the Contract.

”Supply”

any electricity or gas supplied from time to time by us under this Agreement.

”Transmission Company”

National Grid Transmission (NGT) and/or any other holder of a Transmission Licence.

”Transmission Use of System Charges”

charges made by the Transmission Company in respect of the use of the Transmission System to transport the Supply excluding balancing the use of system charges.

1.1. These Terms and Conditions and our applicable tariff shall form the Contract between you and Huddle Utilities, operating under a white label agreement with the licenced energy supplier Tru Energy Limited.

1.2. When you apply to us for the supply of energy, we will send you confirmation that we can accept your application and issue a Contract for the supply of energy to you.

1.3. No Agreement will be formed between us until:

1.3.1. In the case of an application by telephone, you have confirmed in the course of the call that you accept our quotation; or

1.3.2. In the case of an application in writing or online, 2 days after we send you a Contract and in accordance with clause 4.1 unless you tell us during that time that you do not want to continue with the agreement.

1.5. If there are any problems with your application we will contact you and attempt to resolve any issues. If this is not possible we will give you notice rejecting your application. We reserve the right to reject your application for any reason. Grounds for our rejection could include but are not limited to an unsatisfactory credit score or if your premises are found to have unsuitable metering equipment.

2.1. These Terms and Conditions together with the Contract form the Agreement between you and Huddle Utilities Limited.

2.2. No other terms and conditions will modify or form any part of these Terms and Conditions or of the applicable Contract unless such variation is agreed in writing and signed by both parties.

2.3. We are not currently a Feed-in Tariff provider. If you have a microgeneration installation on your premises, it is your responsibility to Contract with an eligible Feed-in Tariff licensee for your microgeneration payments.

3.1. Means a Contract between us and you which is deemed to have been formed on the terms of this Agreement because we supply gas and/or electricity to a property of which you are the owner or occupier or have become responsible for the premises when you have not actively agreed to that supply by us.

3.2. Instances when this can happen include when:

Our supply of Energy to you under a Deemed Contract shall apply until the date:

3.2.1. you transfer your supply of Energy to the relevant Meter Point(s) to another Supplier;

3.2.2. you come to the end of a fixed-term Contract and do not take any action to move to a different tariff.

3.2.3 you agree to a Contract with us for the supply of Energy to the Property

3.2.4. none of the relevant Meter Point(s) is registered to us; or

3.2.5. your supply of Energy for the relevant Meter Point(s) is Disconnected.

The deemed Contract will remain the responsibility of the owner or your appointed agent until you provide full contact details of the occupier, full name, date of birth, phone number, email address and an alternate address in the case of a previous occupier as per the rental agreement.

4.1. This Agreement commences two working days after this Agreement is accepted (which may be a different day to the day on which supply commences) and shall continue until the later of:

4.1.1. the End Date; or

4.1.2. where you no longer have meters Registered with us.

4.2. The Charges and additional Terms and Conditions that are shown on the Contract shall apply for the duration of the Agreement, except where varied in accordance with these Terms and Conditions. After the End Date unless you renew the Agreement or written notice to terminate has been provided in accordance with these Terms and Conditions by either party, your supply will move to our variable tariff and these Terms and Conditions will continue to apply to the resulting deemed Contract indefinitely unless otherwise agreed.

4.3. We will write to you prior to End Date reminding you of your right to terminate the Contract.

5.1. Our Charges for supplying gas and/or electricity are set out in the Contract

5.2. You agree that you will pay all of the Charges and that all energy that passes through a Metering Point from the Start Date until termination of this Agreement (as amended or renewed from time to time) shall be treated as having been supplied under this Agreement.

5.3. Our Charges are based on the Energy consumed by you at the premises (unless stated otherwise below) as recorded by the Metering Equipment and calculated, based on a meter reading supplied by you, or taken by us, or our Agents or supplied automatically in the case of Automated Meter Reading Equipment. In the event that no meter reading is supplied, we will use an estimate formed on the basis described in Clause 9.7. The Charges to you start from the Start Date and, specifically, will include all or some of:

5.3.1. A wholesale unit price (p/kWh) that can vary by time of day and time of year

5.3.2. A non-wholesale unit charge (p/kWh), covering obligations including, but not limited to, DUoS, TNUoS, BSUoS and ROC.

5.3.3. A daily standing charge is a fixed amount (p/day);

5.3.4. A capacity charge (p/kVA/day)

5.3.5. A pre-payment charge taken on or around the first day of supply, based on the annual consumption provided by you to us during sign-up (or given by you to us through a third party)

5.3.6. Any other charges associated with additional products or services taken out by you

5.4. We reserve the right to pass onto you any tax, duty or levy which is imposed upon us in relation to the supply of energy to you under this Contract including (without limitation) Value Added Tax, Climate Change Levy (“CCL”), any carbon tax or other similar levies. In the event that your premises qualify for reduced VAT or other levy exemption, you must send us a valid HMRC declaration certificate. If you fail to do so, we reserve the right to bill you for VAT and CCL at the standard rates.

5.5. We shall also pass through to you any costs incurred for reactive energy or excess capacity levied on us by the Network Operator.

6.1. Our obligation to supply energy to you under this Agreement is conditional on:

6.1.1. you confirm to us that (i) you have the authority to enter into the Agreement to purchase energy for consumption at the Site; or (ii) any representative or agent acting on your behalf has this authority; or (iii) you are the owner or occupier of the Site; or (iv) if you are a sole trader, you confirm that you are aged 18 or over; or (v) if you are a partnership or other unincorporated organisation, you and the other partners or officers will be jointly and severally liable under your agreement;

6.1.2. you have duly passed any of our credit checks, and if requested, made an advance payment on your energy account, provided a security deposit or bond or acceptable guarantee;

6.1.3. the termination by you of your agreement with your previous supplier; and

6.1.4. each Metering Point being connected to the Network.

6.2. Our obligation to supply energy to Metering Points under this Agreement shall commence on the Start Date as set out in the Contract or on Registration of the Metering Points to us, whichever is the later.

6.3. You acknowledge that we cannot guarantee the Start Date and although we will take reasonable steps to ensure that it will be within 30 calendar days of the date on which this agreement is made this is an estimate only and shall not entitle you to any compensation or the right to terminate the Contract (or any part thereof).

6.4. We will not be obliged to supply the Premises with more gas than can be supplied by the gas transporter or with electricity in excess of the maximum amounts you are entitled to take through the connection point.

6.5. At the time of entering into this Agreement we warrant that we have a valid License to supply under the relevant Act and you warrant that:

6.5.1. we shall be the sole supplier at each Metering Point for as long as the Metering Point is registered to Tru Energy Limited;

6.5.2. all information provided by you or your agent is true and correct and is expected to remain so throughout the term of the Agreement unless varied by agreement between the parties and that you will notify us immediately of any material changes to your circumstances. You will indemnify us in full against any liability or loss we may suffer as a result of your breach of this warranty.

6.6. At the time of entering into this Agreement, you confirm that:

6.6.1. you have notified us of the details concerning any on-site generation or Automated Meter Reading Equipment at the Premises; and

6.6.2. you have provided us with the name, address and telephone number of your landlord, if applicable. If any of this information changes at any time during the Agreement you shall notify us at least one calendar month in advance or as soon as practicable thereafter.

6.7. Where you have an agreement with a third party for the provision of metering or services you shall ensure that they operate at all times in accordance with Good Industry Practice. You shall be responsible and indemnify us for all costs incurred by us in relation to the metering or service provided and any costs incurred by us as a result of damage caused to, or removal of, such third-party equipment.

6.8. In respect of all meters not read remotely you shall take meter readings on the Start Date and at monthly intervals as requested by us and provide those readings to us within three working days. If you fail to supply such meter readings or if we or an Agent reasonably believe such readings are incorrect, then you agree to accept estimated meter readings provided by the Agent in accordance with Clause 9.7. We shall not be responsible for the accuracy of such meter readings.

6.9. If requested, you agree to provide a list of expected shutdown and holiday periods for each Premises. You also agree, if requested, to provide estimates of energy that will be consumed during these periods and that which would be consumed if such shutdowns or holidays were not to occur. These estimates shall be provided at least 7 days in advance.

6.10. In any case, you shall not exceed the Capacity agreed with the relevant Network Operator. If you exceed such Capacity we shall pass through to you any additional costs imposed on us by your Network Operator.

6.11. Where you cease to be the owner or occupier of a Premises you agree to give us as much notice as possible and at least 45 days and to provide us with your new address and the details of the new owner or occupier of the Premises. You shall continue to be liable for all Charges until responsibility for them is assumed by a new owner or occupier or the supply is permanently isolated by us or the Network Operator.

6.12. You may request Disconnection of any Metering Point at any time. You shall be liable for payment in advance of all costs reasonably associated with such Disconnection and, where required, any subsequent re-establishment of supply. Where such Disconnection is by way of permanent Disconnection this Agreement shall terminate in respect of that Metering Point as soon as the Network Operator has confirmed to us that physical disconnection has taken place. The provisions of Section 12.5 - 12.6 will apply to any such Disconnection.

7.1. We do not guarantee you an uninterrupted supply of electricity, emergency or stand by capability under these terms.

7.2. We act on behalf of your electricity distribution network operator to make an agreement with you. The agreement is that you and your network operator both accept the National Terms for Connection (”NTC”) and agree to keep its conditions. This will happen from the time you enter into this Contract and it affects your legal rights. The NTC is a legal agreement. It sets out rights and duties in relation to the connection at which your network operator delivers electricity to, or accepts electricity from your business. If you want a copy of the NTC please visit the NTC website at www.connectionterms.co.uk.

7.3. The characteristics of energy supplied to you are managed by your Network Operator and as such we have no control over the quality of such energy.

7.4. Your supply may be temporarily or permanently Isolated or you may be directed to stop using energy for the following reasons:

7.4.1. to avoid danger or as a result of an emergency or potential emergency; or

7.4.2. to enable maintenance or repair work to be carried out; or

7.4.3. in accordance with the Act or any industry agreements we have necessarily entered into in order to supply energy; or

7.4.4. for electricity only, by or on behalf of your Network Operator under the terms of your NTC; or

7.4.5. in connection with any Force Majeure event that affects the supply

7.4.6. where we are entitled to terminate the Agreement in accordance with these Terms and Conditions; or

7.4.7. you have materially breached this Agreement and, following our written notice to you, such breach has not been remedied by you to our reasonable satisfaction within a reasonable period having regard to the nature and severity of the breach and our ability to make the Supply to you

7.5. Where the supply of energy to any Metering Point has been disconnected or suspended due to any action or omission by you, then you shall indemnify us against any loss, liability or cost which we incur as a consequence. You shall pay the cost of reconnection and, if requested, provide a performance bond or security deposit.

8.1. You agree that we may check your credit status with credit reference agencies prior to offering any product or service to you and you consent to the use of your information (including the information described in Clause 8.3) by us and the sharing of such information with our credit partners and agencies.

8.2. If you are a partnership we may credit check all partners, or officers. If you are a limited company we may check all your directors.

8.3. We will record how you conduct your account including

8.3.1. details of what you pay and when;

8.3.2. if you fail to pay a bill or in full; and

8.3.3. any outstanding debts due to us.

8.4. If at any time during this Agreement, your credit risk status deteriorates to any degree as deemed by us and/or as reported by one or more Credit Bureau, or your account with us becomes overdue due to non-payment of invoice(s) in accordance with Clause 9.2, we may:

8.4.1. demand immediate payment of all overdue invoice(s) (where invoices are disputed Clause 9.10 shall apply); and/or

8.4.2. on sending a written notification to you amend your payment terms

8.4.3. demand an additional payment on account, security deposit or other forms of security and/or guarantee equivalent to our estimate of the value of gas and/or electricity which will be incurred by you during 3 (three) months of Supply and which is to be put in place within seven (7) calendar days of such demand. Failure to meet any of the above conditions shall be deemed a material breach and we may terminate the Supply and Clauses 12.5 and 12.6 shall apply.

8.5. If you provide cash as security cover we will return any balance after deducting any sums due to us once you have transferred to a new supplier. No interest will be paid on sums provided as security cover.

9.1. We will invoice you on a regular basis set out in the Contract for all energy supplied to the Premises and any other amounts due under this Agreement.

9.2. You shall be responsible for payment of all Charges relating to the energy supplied to the Metering Points. Charges may apply even where energy is not being consumed at the Premises. If you fail to pay us we may:

9.2.1. remotely disconnect your supply via your meter;

9.2.2. issue legal proceedings against you to recover any monies owed;

9.2.3. charge you additional costs, including our credit management and debt recovery costs.

9.3. The Charges may include commission paid to a broker or consultant acting on your behalf. It is your responsibility to ensure that you fully understand the nature of such third party intermediary fees. If you dispute any such fee you should seek to resolve the dispute with that third-party intermediary. We shall not be obliged to reimburse any proportion of our Charges which you have paid (whether or not such portion relates to a third party intermediary’s fees) in the event of any such dispute.

9.4. You agree to pay the Charges in accordance with these Terms and Conditions and any tax, levy, duty or other impositions in accordance with the legislation in force or with industry agreements.

9.5. You agree to settle our invoices either by bank transfer, Direct Debit payment or a registered payment card.

9.6. Where we fail to collect payment (other than as a result of our own act or omission):

9.6.1. We will notify you and attempt a further collection by Direct Debit within five days. If we subsequently fail to collect a payment within a further 14 days you will be deemed to be in material breach and we may give notice of termination if the Direct Debit is not reinstated and full payment is not received within five working days; and

9.6.2. We will charge you, and you will be liable for interest on the sum according to the Late Payment of Commercial Debts (Interest) Act 1988. The rate of interest in such circumstances will be the Bank of England base rate plus 8% and shall be applied from the later of the due date for payment or 30 days after you have received our invoice until (and including) the date on which payment is actually received by us in full. Interest on late payments shall be applied monthly and shall continue to accrue notwithstanding the expiry or termination of this Agreement for any reason. In addition, we may charge you an administration fee for costs incurred by us as a result of such late payment, including credit management and debt recovery costs.

9.7. If an Agent’s meter reading or actual consumption data is not available, or if we reasonably believe it to be inaccurate, we may issue an invoice based on your own meter reading or our reasonable estimate and you shall pay this invoice. Any over- or underpayment shall be adjusted as soon as practicable and once an actual meter reading has been obtained. For the avoidance of doubt, estimates will be provided on the following basis:

9.7.1. For a half-hourly meters, estimates will be created based on a view of historical supply (e.g. this period last year); and

9.7.2. For non-half-hourly profiled meters we will use the appropriate industry standard profile as relevant for each meter during the period of estimation multiplied by the EAC associated with each meter for electricity.

9.8. Any costs incurred by us as a result of meter reading visits outside the normal meter reading cycle, change of measurement class, upgrades, transfer of metering equipment or other charges levied by industry participants will be chargeable.

9.9. If you reasonably believe you have a dispute about any amount invoiced by us you shall Notify us and we will work with you to resolve the dispute as soon as possible. If we cannot resolve the dispute prior to the payment due date and we accept that the dispute is a bona fide dispute you shall pay the undisputed part of the invoice after an agreement is reached or any proceedings determined, any amount payable shall be paid within seven working days together with interest accrued in respect of the amount in accordance with Clause 9.6.2. After resolution or determination, any money owing to you will be credited to your account.

9.10. All Charges described in the Contract or otherwise stated are exclusive of VAT which are payable at the applicable rates, as shown in the invoice from time to time.

10.1. In addition to any other provisions of these Terms and Conditions, we may vary the Charges or pass through any higher or additional costs:

10.1.1. if the information provided by you, your representative or Agent is incorrect or incomplete;

10.1.2. as a result of any directions or requirements of the Secretary of State under the Act or any legislation or regulations which determine the price of Energy to suppliers, during an emergency of a civil, Energy supply or other nature;

10.1.3. if any changes made to your supply after the date of this Agreement result in an increase or decrease in third-party charges;

10.1.4. where a pass-through of Charges is indicated in the Contract;

10.1.5. where pass-through of third party charges are not indicated in the Contract but where a change in such charges occurs as a result of a change in law, industry agreements or a substantial change introduced by the Authority or as a result of a significant change in the structure of third party charges or the methodology used to calculate them;

10.1.6. you do not have or cease to use your own Agents; and/or as expressly provided for elsewhere in these Terms and Conditions;

10.1.7. If you have a half-hourly meter installed (and are therefore quoted and settled on your unique energy profile), you agree that if any planned change to your Supply after the date of this Agreement is forecast to result in a change of greater than 20% in the amount of energy expected to be consumed or in your expected Consumption Profile Ratio over the following 12 months; or

10.1.8. otherwise at any time by giving you 30 calendar days prior written notice of intended variation to the Charges. In this case, you may terminate the agreement by providing 30 calendar days’ notice even if the notice period set out in the Contract is longer.

10.2. Except as expressly provided for in these Terms and Conditions, this Agreement may only be varied in accordance with clause 20.