Terms and Conditions

CASH-BACK

BUSINESS ENERGY – TERMS AND CONDITIONS OF SERVICE

These Terms govern the use by the Customer of any of the Business Energy Services that Did You Hear provide to the Customer from time to time, whether via the Site, the Call Centre or otherwise.  Please read these Terms carefully before accepting these Terms and using the Services.  By using the Services you signify that you have read, understand and agree to be bound by these Terms as well as the terms and conditions set out in our Privacy Policy.  If you do not agree to these Terms and the Privacy Policy, do not use the Services.

1.    Definitions

1.1 The following definitions apply to these Terms and Conditions of Service (the “Terms”):

Contract Cancellation Administration Fee: has the meaning set out in clause 4.7.

Call Centre: means the call centre operated by Did You Hear for the purposes of providing the Business Energy Services.

Contract Checking Service: means the contract checking service that Did You Hear agrees to provide to the Customer whereby Did You Hear obtains, on the Customer’s behalf, information about the Customer’s existing contractual position with the Customer’s Existing Supplier, details of which can be found by calling 08453 888 918.

Credit Score Criteria: means the credit rating requirements as may be determined and required by Did You Hear and/or the Supplier from time to time in order for a Customer to qualify to use the Services and contract with a Supplier.

Customer: means any non-domestic commercial customer who satisfies the eligibility requirements set out in clause 3.2 and to whom Did You Hear agrees to supply any of the Services from time to time.

Existing Supplier: means the Customer’s existing third party energy/utilities supplier.

Intellectual Property Rights: means any and all intellectual property rights, including without limitation copyright, patents, rights in inventions,  design rights, trade marks, service marks (in each case whether registered, unregistered or the subject of an application to register), moral rights, database rights, rights in computer programs, semi-conductor topographies, confidential information, trade secrets, know-how, business, trade and domain names, rights in goodwill and rights to bring a claim for passing off, unfair competition rights and all similar, like and analogous rights wheresoever held in the world and all extensions revivals and reversions thereof and, in each case, all equivalent forms of protection which subsist now or which subsist in the future.

Investigating Letter of Authority: means a letter that the Customer will have to sign authorising Did You Hear and its intermediaries to act on its behalf and to contact and liaise with the Customer’s Existing Supplier, as may be required in the course of Did You Hear providing the Contract Checking Service.

Did You Hear: means didyouhear.co.uk, a trading name of Did You Hear which is a company registered in England and Wales under company number 04426857 and which has its registered office at Lochsley, 182 Mansfield Road, Alfreton, DE55 7JQ.

Price Comparison Service: means the price comparison service that Did You Hear agrees to provide to the Customer whereby the Customer is provided with free, impartial information on Suppliers’ prices in relation to the services and products offered by the Suppliers, details of which can be found by calling 08453 888 918.

Quotation: means a quotation provided to the Customer by Did You Hear on behalf a Supplier which sets out the terms and prices upon which a Supplier may be prepared to supply the Supplier Services to the Customer.

Services: the services provided by Did You Hear whether via the Site, the Call Centre or otherwise, to which the Customer chooses to subscribe from time to time, which shall include the Price Comparison Service, the Switching Service, the Contract Checking Service and/or the Contract Management Service.

Site: means the website http://www.didyouhear.co.uk.

Supplier: means any third party energy/utilities supplier of services and/or products as may be selected by Did You Hearand/or listed on the Site from time to time, including without limitation, the Existing Supplier (where applicable).

Supplier Services: means the energy/utilities supply services and/or products as may be agreed to be provided by a Supplier to a Customer from time to time.

Switching Service: means the switching service that Did You Hearagrees to provide to the Customer whereby Did You Hearagrees to either: (i) facilitate the switching of the Customer to the Supplier; or (ii) assist in the renegotiation of the Customer’s arrangements with its Existing Supplier; in each case if the Customer has accepted a Supplier’s Quotation presented to it as part of the Price Comparison Service, details of which can be found by calling 08453 888 918.

2.    Application of Terms

2.1    Subject to clause 2.2 below, these Terms shall apply to the provision of any Service by Did You Hearto a Customer and shall apply in place of, prevail over and supersede any other terms or conditions contained or referred to elsewhere (whether in correspondence or otherwise) or implied by trade, custom, practice or course of dealing unless specifically agreed to in writing by Did You Hearor an Did You Hearauthorised representative.

2.2    From time to time Did You Hear may supplement these Terms with additional terms relevant to the provision of certain Services, including without limitation the Contract Management Services.  These additional terms may be placed on the Site and/or sent to you and you agree that any such additional terms are hereby incorporated into these Terms.

3.    Subscribing to the Services

3.1    In order to use any of the Services, the Customer will need to register with Did You Hearvia the Call Centre or the Site.  Did You Hear may, in their sole discretion, refuse to register any business as a Customer.

3.2    In order to be eligible to register to use the Services, the Customer must:

(a)    be a business that is resident in the UK;

(b)    be aged eighteen years or over (if a sole trader);

(c)    meet any Credit Score Criteria required by Did You Hear and/or any Supplier; and

(d)    be able to provide Did You Hear with all such relevant information as Did You Hear may require in order to provide the Services to the Customer.

4.    Provision of Services

Price Comparison Service

4.1    If the Customer opts for and Did You Hear agrees to provide the Price Comparison Service, Did You Hearwill use its reasonable endeavours to negotiate and secure as favourable and competitive prices as possible on behalf of the Customer and will provide the Customer with any relevant Quotations obtained by the Suppliers for consideration by the Customer.   Did You Hearand the Supplier reserve the right to revise, amend or withdraw any Quotation at any time upon informing the Customer. 

4.2    The provision of any Quotation by a Supplier via Did You Hear does not constitute an offer to the Customer and the terms of a Quotation and duration for which any Quotation will be valid will vary depending on the Supplier.  The Customer’s acceptance of a Quotation constitutes a non-revocable offer by the Customer to engage the Supplier to provide the Supplier Services and once such an offer has been made by the Customer, the Customer shall be committed to such offer and shall not be entitled to revoke the offer. 

4.3    All offers made by Customers shall be subject at all times to the Supplier’s acceptance and the Supplier shall be entitled at any time to refuse to accept a Customer’s offer for any reason at the Supplier’s sole discretion.  No offer placed by the Customer shall be accepted by the Supplier other than: (a) by a written acknowledgement issued and executed by the Supplier; or (b) (if earlier) by the Supplier starting to provide any of the Services.

Switching Service

4.4    If the Customer makes an offer based on a Quotation and if the Supplier accepts the Customer’s offer, Did You Hearwill provide the Switching Service which will include organising the contract between the Supplier and the Customer (the “Contract”) for the supply and purchase of the Supplier Services. Did You Hearshall not be responsible for any delay or failure caused by any Supplier or Existing Supplier in relation to effecting any transfer.

4.5    Did You Hearwill arrange the Contract based on the information provided by the Customer to Did You Hear.  Prior to completion of the Contract, the Customer’s information will be confirmed by Did You Hearwith the Customer by email, via the Call Centre or by letter.  It is the Customer’s responsibility to ensure at this point that all the Customer information is true, accurate, complete, reliable and current in all respects and to inform Did You Hearpromptly if there are any errors and/or if any amendments are required.  If any of the Customer information needs to be amended or rectified, this may result in the transfer being delayed or rejected by the Supplier.

4.6    Once the Contract is in final form, Did You Hearwill communicate a summary of the key terms of the Contract to the Customer.  During the verbal contract The Customer must check that all the details are correct and must inform Did You Hearof any errors and/or amendments before agreeing to the contract.

4.7    If a Customer subsequently decides to not proceed with providing its custom to the Supplier in respect of which Did You Hearhas performed the Price Comparison Service and the Switching Service, Did You Hearshall be entitled to charge the Customer an administration fee of £150 plus VAT (the “Contract Cancellation Administration Fee”).

4.8    The Customer agrees that within reasonable time and by no later than 15 days prior to the last day upon which notice to terminate the Contract can be served by the Customer, the Customer shall contact Did You Hearso as to enable Did You Hearto perform the Price Comparison Service again on behalf of the Customer.  Did You Hearshall also be entitled, but not obliged to, contact the Customer for the same purpose.

4.9    The Customer acknowledges that by entering into a Contract with a Supplier, the Customer will be contracting directly with the Supplier and not with Did You Hear.  The Customer agrees that Did You Hearis not liable in any way in relation to any transactions, dealings or arrangements of any kind made between the Customer and any Supplier and that any such transaction, dealing or arrangements (including, without limitation, any payment obligations of the Customer thereunder) are the Customer’s sole risk and responsibility.

Contract Checking Service

4.10    If the Customer opts for and Did You Hearagrees to provide the Contract Checking Service, the Customer will be required to sign an Investigating Letter of Authority authorising Did You Hearto contact and liaise directly with the Customer’s Existing Supplier and the Customer agrees to promptly provide to Did You Hearall such information and assistance as Did You Hearmay require in order to carry out the Contract Checking Service.

4.11    Upon receipt of a signed Investigating Letter of Authority Did You Hearwill send to the Customer’s Existing Supplier a questionnaire requesting details of the key terms of the Customer’s arrangements with the Existing Supplier, including the contract end date, notice period, termination process, current prices and details of the Customer’s consumption.  

4.12    Once Did You Hearhas received a response to the questionnaire from the Existing Supplier, Did You Hearwill use its reasonable endeavours to forward such response to the Customer.  However, Did You Hearshall not be responsible for any delay or failure by the Existing Supplier to respond to the questionnaire and/or to cooperate with Did You Hear in relation to any request Did You Hearmay make whilst performing the Contract Checking Service.

4.13    Within reasonable time and no later than 15 days prior to the last day upon which notice to terminate the Customer’s arrangements with its Existing Supplier can be served by the Customer, Did You Hear shall be entitled, but not obliged to, contact the Customer to request if the Customer would like to make use of the Price Comparison Service.

5.    Charges

5.1    Save in respect of clause 4.7 above, Did You Hear will provide the Services free of charge.  However, Did You Hear reserves the right to be entitled to charge for any of the Services and/or impose charges at any time in its sole discretion, upon reasonable notification to the Customer.  If the Customer does not agree to such charges, the Customer shall be entitled to opt out of receiving the Services to which it had subscribed.

5.2    Any Administration Fee payable under clause 4.7 above shall be payable to Did You Hear by no later than 30 days from the date of the invoice for the same.

5.3    Without prejudice to Did You Hear’s other rights and remedies, if the Customer fails to pay when due any amount payable by it under or in connection with these Terms, it shall forthwith on demand by Did You Hear pay interest on the overdue amount from the due date until the date of actual payment (after as well as before judgment) at the rate of 8 per cent. per annum or such percentage equivalent to the statutory rate of interest prescribed for judgments from time to time in place.   In the alternative and where appropriate, Did You Hear reserves the right to claim interest pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.

6.    Customer's obligations

6.1    In addition to the Customer’s other obligations set out in these Terms, the Customer warrants, represents and undertakes:

(a)    to co-operate with the Supplier(s) in all matters relating to the Services including, without limitation, providing all relevant information in a timely manner as the Supplier(s) and/or Did You Hear may require from time to time and that all such Customer information will be true, accurate, complete, reliable and current in all respects;

(b)    to comply at all times with these Terms and any applicable terms and conditions imposed by a Supplier in relation to the supply of the Supplier Services;

(c)    that any password, user details and/or account number allocated to or created by the Customer to enable the Customer to use the Services shall be kept confidential by the Customer at all times.  Did You Hear will be entitled to assume that any person using the Customer’s password, user details and/or account number is the Customer or someone doing so with the Customer’s permission.  The Customer shall be responsible and liable for any actions of any person using the Customer’s password, user details and/or account number and shall immediately notify Did You Hear of any unauthorised use of the same.

7.    Intellectual property rights

The Customer agrees that any and all Intellectual Property Rights in or to the Services, any information and/or materials provided the Customer, the Site and any content therein (including, without limitation, the look and feel of the Site) shall remain owned by Did You Hear and/or its licensors and any use or attempted use of any of the same shall constitute an infringement of Did YOu Hear’s (and/or its licensors’) Intellectual Property Rights and may expose the Customer to both civil and criminal liability.

8.    Termination

8.1    Without prejudice to the foregoing and any other rights and remedies that Did You Hear may have, Did You Hear shall be entitled to terminate or suspend the Services immediately upon written notice to the Customer in the event that: (a) the Customer is in breach of any of the provisions of these Terms and that in the case of a breach capable of remedy, such breach shall not have been remedied within 7 days of the date of a written notice from Did You Hear to the Customer specifying such breach; or (b) Did You Hear suspects on reasonable grounds that the Customer may have committed or attempted to have committed any fraud against Did You Hear and/or any Supplier.

8.2    The Customer hereby agrees to indemnify, keep indemnified, defend and hold Did You Hear and its parent companies, subsidiaries, affiliates and each of their respective officers, directors, employees, owners, agents, suppliers, contractors, partners, information providers and licensors harmless from and against any and all claims, damages, liability, demands, losses, costs and expenses (including legal fees) (whether or not foreseeable or avoidable) incurred or suffered by any of such parties and any claims or legal proceedings which are brought or threatened arising out of or in connection with any use by or conduct of the Customer in relation to any of the Services, any transactions, dealings or arrangements made with any third party as a result of using the Services or any breach of any of the provisions of these Terms or of any law or the rights of any third party.

9.    Limitation on Liability

9.1    Did You Hear will exercise all reasonable skill and care in providing the Services.  However, the performance of the Services by Did You Hear may be dependent upon on third parties (including, without limitation, Suppliers and Existing Suppliers) and Did You Hear is not able to guarantee or accept any responsibility for any failure or delay caused by such third parties or for any inaccurate, incomplete or unreliable information provided to the Customer by such parties via Did You Hear.

9.2    Did You Hear shall use its reasonable endeavours to ensure that all pricing information provided by Did You Hear to the Customer as part of the Pricing Comparison Service is accurate, current and reliable in all material respects.  However, save in respect of the foregoing, Did You Hear does not warrant and excludes all liability in respect of the accuracy, completeness, fitness for purposes or legality of any information accessed as a result of the Customer’s use of the Services, the Site or the Call Centre or otherwise communicated by Did You Hear to the Customer. 

9.3    Except as expressly provided in these Terms, the Services and the Site are provided on an “as is” basis without representation or warranty of any kind and to the fullest extent permissible pursuant to applicable law Did You Hear disclaims all other conditions, representations, statements and warranties, either express or implied (whether by common law, custom, statute or otherwise).

9.4    Subject to the foregoing, if by any mistake, act or omission of Did You Hear in the performance of the Services, the Customer suffers a direct financial loss as a result of such mistake, act or omission, Did You Hear will compensate the Customer for such direct loss subject to conditions, details of which can be found by calling 08453 888 918.

9.5    Subject to clause 9.6, the Customer acknowledges and agrees that Did You Hear shall not be liable for: (a) any indirect loss, claim or damage, or any punitive, special, incidental or consequential damages of any kind that are not directly associated with the Customer’s claim; (b) any loss of profit or savings; (c) loss or corruption of data or information; (d) loss of contracts, business or opportunity; (e) damage to goodwill or reputation(s); in each case whether direct or indirect and in each case whether based in contract, tort (including without limitation negligence), strict liability, or otherwise, arising out of or in connection with these Terms, the Services, the Site and/or any use thereof, in each case even if Did You Hear has been forewarned or is aware of the possibility of such loss or damage.

9.6    Did You Hear does not exclude or limit its liability (if any) in any way:

(a)    for death or personal injury caused by Did You Hear’s negligence;

(b)    for fraud or fraudulent misrepresentation; or

(c)    for any matter from which it is unlawful to exclude, or attempt to exclude, Did You Hear’s liability.

10.    Data protection

The Customer acknowledges and agrees that details of the Customer’s name, address and payment record may be submitted to a credit reference agency, and personal data will be processed by and on behalf of the Customer in accordance with Did You Hear’s Privacy Policy.

11.    Force majeure

Did You Hear shall have no liability to the Customer if it is prevented from or delayed in performing any of its obligations in relation to the provision of any of the Services, or from carrying on its business, by acts, events, omissions or accidents beyond Did You Hear’s reasonable control, including (without limitation) strikes, lock-outs or other industrial disputes (whether involving the workforce of Did You Hear or any other party), 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 suppliers or subcontractors, and Did You Hear shall be entitled to a reasonable extension of the time for performing such obligations in the event of any such occurrence.

12.    No Waiver

Any failure or delay by Did You Hear to enforce any of its rights under these Terms is not to be taken as or deemed to be a waiver of that or any other right unless Did You Hear acknowledges and agrees to such a waiver in writing.

13.    Severability

If any clause or part of a clause of these Terms is, or becomes, invalid, illegal or unenforceable, then that clause or part of a clause shall be deemed to be deleted from these Terms.  Any such deemed deletion shall not affect the validity, legality or enforceability of the remainder of these Terms.

14.    Third Party Rights

Except as expressly provided in clause 8.2, the parties agree that the provisions of these Terms are personal to them and are not intended to confer any rights of enforcement on any other third party.  The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Contract or to any of its provisions, other than clause 8.2.

15.    Transfer of rights and obligations

15.1    These Terms are binding on the Customer and Did You Hear and on each parties’ respective successors and assigns. 

15.2    The Customer may not transfer, assign, charge or otherwise dispose of these Terms, or any of its rights or obligations arising under them, without Dir You Hear’s prior written consent.

15.3    Did You Hear may at any time transfer, assign, charge, sub-contract or otherwise dispose of these Terms, or any of its rights or obligations arising under them.

16.    Entire Agreement

The warranties, exclusions and other express provisions of these Terms, the Privacy Policy and the Terms of Use set out the full extent of our obligations and liabilities concerning the subject matter and supersede any previous agreements between the parties relating thereto. 

17.    Governing Law and Jurisdiction

These Terms are governed by the laws of England and Wales and the parties agree to submit to the non-exclusive jurisdiction of the English Courts.