TERMS & CONDITIONS OF SUBSCRIPTION SALE
THIS AGREEMENT is made on the
(1) Reduce My Bills Ltd a company registered in England and Wales under number 13247551 of Derwent House, Vantage Court, Riverside Way, Barrowford BB9 6BP (“the Service Supplier”) and
(2) a company registered in England and Wales under registered number n/a whose trading office is at (“the Subscriber Client”)
(A) The Service Supplier has developed certain software applications and platforms which it makes available to subscribers via the internet for the purpose of procurement and management of products and services made available under the
Reduce My Bills subscription.
(B) The Subscriber Client wishes to use the Service Suppliers service in its business operations.
(C) The Service Supplier is the intermediary between the Subscriber Client and the Primary Supplier(s) whom enter into a direct supply contract where applicable
(D) The Service Supplier does not receive a commission for its services.
(E) the Subscriber Client is willing to engage the services of the Service Supplier on the subscription terms set out hereunder
IT IS AGREED as follows:
1. Definitions and Interpretation
1.1 In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:
“Business Day” means, any day (other than Saturday or Sunday) on which ordinary banks are open for their full range of
normal business in the Territory;
“Business Hours” means any hours during which ordinary banks are open for their full range of normal business in the Territory;
“Confidential Information” means the information contained in the fixed market rate energy rates provided and the System, other business information relevant thereto, information relating to the services, customers, business, revenue and systems of
either Party and any other information which is described as confidential;
“Fixed Rate Tariff” means the Fixed Rates set out in Schedule 2 to this Agreement;
“Initial Term” means the initial term of this Agreement as set out in Clause 9 below;
“Intellectual Property” means all vested contingent and future intellectual property rights including but not limited to copyright, trade
marks, service marks, design rights (whether registered or unregistered), patents, know-how, trade secrets, inventions, get-up, database rights and any applications for the protection or registration of these rights and all renewals and extensions thereof existing in any part of the world whether now known or in the future created;
“Service Supplier’s Equipment” means, collectively, any equipment and software which the Service Supplier shall use or install to access and monitor usage;
“Term” means the term of this Agreement as defined in Clause 9;
“Primary Supplier” service supplier with whom the Subscriber Client enters a supply contract;
“Subscription Fees” means the fees payable by the Subscriber as set out in Schedule 2;
“Subscriber’s Premises” means the Subscriber’s business premises located at means the Subscriber’s business premises listed in
“Subscription Saving Guarantee” defined at Clause 3.5 and particularised in Schedule 3
“System” means the Service Supplier’s computer system and any supporting software or programs through which the
Database is accessed.
1.2 Unless the context otherwise requires, each reference in this Agreement to:
1.2.1 “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;
1.2.2 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
1.2.3 “this Agreement” is a reference to this Agreement and each of the Schedules as amended or supplemented at the relevant time;
1.2.4 a Schedule is a schedule to this Agreement;
1.2.5 a Clause or paragraph is a reference to a Clause of this Agreement (other than the Schedules) or a paragraph of the relevant Schedule; and
1.2.6 a "Party" or the "Parties" refer to the parties to this Agreement.
1.3 The headings used in this Agreement are for convenience only and shall have no effect upon the interpretation of this Agreement.
1.4 Words imparting the singular number shall include the plural and vice versa.
1.5 References to any gender shall include the other gender.
2. Nature of Agreement
2.1 This Agreement shall govern the supply of services between the Service Supplier and the Subscription Client.
2.2.1 Upon the Agreement being entered into, the Service Supplier shall communicate and confirm the agreed terms with the primary supplier who shall then enter into a formal supply contract with the Subscriber Client.
2.2.2 In the event that the primary supplier, for a reason not connected with the Subscriber Client, does not enter into a formal supply contract, the Service Supplier shall endeavour to source an alternative replacement but the Service Supplier shall not be bound by either the fixed rate terms originally offered or any losses sustained by the Subscriber Client
3. Subscription Fees and Payment
3.1 The Client Subscriber shall pay the Subscription Fees to the Service Supplier in accordance with this clause 3 as set out in Schedule 2. The initial Subscription Fee, (month one) shall be paid upon commencement of this Agreement and before any fixed tariff agreement is formally notified to the Primary Supplier.
3.2 The Service Supplier will provide the Client Subscriber with an online form to complete a Direct Debit instruction, through which the Subscription Fees will be paid by the Client Subscriber
3.3 The Service Supplier shall invoice the Client Subscriber on the dates set out in the Schedule 2 and the Client Subscriber shall pay each invoice within 7 days after the date of such invoice.
3.4 In the event that the Client Subscriber fails to pay an invoice within the required time period by Direct Debit, the Service Supplier shall have the right to:
3.4.1 Charge the Subscriber a late payment fee of £25 for any cancelled or uncollected Direct Debits and
3.4.2 charge the Subscriber interest on any amount unpaid, at the rate of 3% per annum above the Bank of England base rate until payment in full is made; and
3.4.3 suspend the notification and commencement of any fixed rate tariff to the Primary Supplier. The Service Supplier shall not be liable for any delays or claims arising out of the Client Subscriber’s inability to access the fixed rate tariff due to such suspension and
3.4.4 disable the Client Subscribers password, account and access to all or part of the Services and the Service Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid.
3.5 Subject to strict compliance with the provisions set out at Schedule 3, the Service Supplier shall guarantee savings for the Subscriber Client across the full range of service offerings equal to the 36 month subscription fee. Should the Service Supplier fail to achieve such savings, the Subscriber Client shall be entitled to seek recovery of the difference between the shortfall and a maximum of the total 36 month subscription fee.
4. Default Provision
4.1 Following the occurrence and during the continuance of an Event of Default, the Service Supplier may after 30 days refer any and all outstanding invoices to a third-party collection agency and/or may elect to demand repayment in full of all obligations and liabilities owing by the Client Subscriber to the Service Supplier plus accrued but unpaid interest under this Agreement and/or any other Related Agreement.
5. Preconditions and Approval
5.1 Prior to the execution of this Agreement, the Subscriber shall disclose in full details of its principal business activities within the Territory to the Service Supplier.
5.2 In the event that the Subscriber’s principal business activities change during the term of this Agreement, the Subscriber shall disclose details of such changes to the Service Supplier.
5.3 The Subscriber’s Equipment may be inspected by the Service Supplier (or Primary Supplier) and may be subject to approval prior to accessing the fixed rate tariff.
6. Intellectual Property
6.1 Unless otherwise expressly indicated, all Intellectual Property rights subsisting in the Services provided or Services, Systems and any other related materials are the property of the Service Supplier.
6.2 In the absence of the Service Supplier’s express written permission to the contrary (where the Service Supplier has the authority to do so), the Client Subscriber shall not use the aforementioned in any manner which is inconsistent with the provisions of the Copyright Designs and Patents Act 1988, the Trade Marks Act 1994 or any other Intellectual Property legislation applicable within the Territory.
6.3 In the event that the Subscriber breaches any of the provisions contained in this Clause 5, both civil and criminal penalties may be incurred. In addition to such penalties, the Service Supplier shall be entitled to immediate injunctive relief in order to restrain any activity (actual or suspected) which infringes any of the rights detailed in this Clause. The Subscriber shall fully indemnify the Service
Supplier against any and all damage, loss, costs and expenses which may result from any such infringement.
7.1 Each Party undertakes that, except as provided by sub-Clause 7.2 or as authorised in writing by the other Party, it shall, at all times during the continuance of this Agreement and for 5 years after its termination:
7.1.1 keep confidential all Confidential Information;
7.1.2 not disclose any Confidential Information to any other person;
7.1.3 not use any Confidential Information for any purpose other than as contemplated by and subject to the terms of this Agreement;
7.1.4 not make any copies of, record in any way or part with possession of any Confidential Information; and
7.1.5 ensure that none of its directors, officers, employees, agents or advisers does any act which, if done by that Party, would be a breach of the provisions of sub-Clauses 7.1.1 to 7.1.4 above.
7.2 Either Party may:
7.2.1 disclose any Confidential Information to:
220.127.116.11 any sub-contractor or supplier of that Party;
18.104.22.168 any governmental or other authority or regulatory body; or
22.214.171.124 any employee or officer of that Party or of any of the aforementioned persons; to such extent only as is necessary for the purposes contemplated by this Agreement, or as required by law, and in each case subject to that Party first informing the person in question that the Confidential Information is confidential and (except where the disclosure is to any such body as is mentioned in sub-Clause
126.96.36.199 above or any authorised employee or officer of any such body) obtaining and submitting to the other Party a written undertaking from the person in question, as nearly as practicable in the terms of this Clause, to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made; and
7.2.2 use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is at the date of this Agreement, or at any time after that date becomes, public knowledge through no fault of that Party, provided that in doing so that Party does not disclose any part of that Confidential Information which is not public knowledge.
7.3 The provisions of this Clause 7 shall continue in force in accordance with their terms, notwithstanding the termination of this Agreement for any reason.
8. Liability and Indemnity
8.1 In the event that any errors or inaccuracies are brought to the Service Supplier’s attention in relation to the fixed rate tariff, it shall use its best and reasonable endeavours to remedy the same in as short-a-time as is commercially viable.
8.2 Subject to sub-Clauses 8.1 and 8.2 the Service Supplier shall not be liable for any direct, indirect or consequential loss or damage sustained by the Client Subscriber or any third parties as a result of engaging the Service Supplier or thereafter entering into a supply contract with the Primary Supplier.
8.3 Losses for which the Service Supplier shall not be liable under sub-Clause 8.2 include, but are not limited to those arising out of:
8.3.1 defects, failures or interruptions in the fixed price tariff; or
8.3.2 errors or inaccuracies in the fixed price tariff; or
8.3.3 any decision on the part of the Primary Supplier to increase the fixed price tariff for any reason.
8.4 The total liability of the Service Supplier under this Agreement shall be limited to the total of the Subscription Fees payable by the Client Subscriber in the relevant year.
8.5 The Service Supplier shall not be liable for, and shall not indemnify the Client Subscriber against any costs, liability, damages, loss, expenses, claims or proceedings in respect of any injury or damage whatsoever incurred either directly or indirectly unless otherwise required by law.
8.6 The Subscriber shall be liable for, and shall indemnify the Service Supplier against any costs, liability, damages, loss, expenses, claims or proceedings in respect of any injury or damage whatsoever incurred either directly or indirectly as a result of:
8.6.1 breach by the Client Subscriber of any of the provisions of this Agreement; or
8.7 In the event that the Client Subscriber makes any gain from any breach of this Agreement, notwithstanding any other remedies to which the Service Supplier shall be entitled, the Client Subscriber shall be required to indemnify the Service Supplier for any loss suffered as a result of such breach and shall be required to reimburse the Service Supplier for any such gain.
9. Term and Termination
9.1 This Agreement shall commence on
9.2 The Initial Term of 3 years shall commence on the Agreement date stated at clause 9.1.
9.3 The Term of this Agreement shall repeat continually for additional 3 year periods unless or until terminated by one Party providing at least 3 calendar months prior written notice to the other to expire at the end of the Initial Term or on any subsequent 3 year anniversary term thereafter.
9.4 Either Party has the right to terminate the Agreement immediately if the other:
9.4.1 has committed a material breach of this Agreement, unless such breach is capable of remedy, in which case the right to terminate immediately will be exercisable if the other Party has failed to remedy the breach within 30 days after a written notice to do so; or
9.4.2 goes into bankruptcy or liquidation either voluntary or compulsory (save for the purposes of bona fide corporate reconstruction or amalgamation) or if a receiver is appointed in respect of the whole or any part of its assets.
9.5 Any and all rights and obligations of the Parties which either expressly or by their nature continue beyond the termination, cancellation or expiration of this Agreement shall survive termination under this Clause 9.
Neither Party shall assign, transfer, sub-contract, or in any other manner make over to any third party the benefit and/or burden of this Agreement without the prior written consent of the other, such consent not to be unreasonably withheld.
11.1 All notices under this Agreement shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.
11.2 Notices shall be deemed to have been duly given:
11.2.1 when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient; or
11.2.2 when sent, if transmitted by facsimile or e-mail and a successful transmission report or return receipt is generated; or
11.2.3 on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or
11.2.4 on the tenth business day following mailing, if mailed by airmail, postage prepaid.
11.3 All notices under this Agreement shall be addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.
12. Force Majeure
Neither Party to this Agreement shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.
The Parties agree that, in the event that one or more of the provisions of this Agreement is found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of this Agreement. The remainder of this
Agreement shall be valid and enforceable.
14. Entire Agreement
14.1 This Agreement embodies and sets forth the entire agreement and understanding between the Parties and supersedes all prior oral or written agreements, understandings or arrangements relating to the subject matter of this Agreement. Neither Party shall be entitled to rely on any agreement, understanding or arrangement not expressly set forth in this Agreement, save for any representation made fraudulently.
14.2 Unless otherwise expressly provided elsewhere in this Agreement, this Agreement may be varied only by a document signed by both of the Parties.
15. No Waiver
The Parties agree that no failure by either Party to enforce the performance of any provision in this Agreement shall constitute a waiver of the right to subsequently enforce that provision or any other provision of this Agreement. Such failure shall not be deemed to be a waiver of any preceding or subsequent breach and shall not constitute
a continuing waiver.
16. Law and Jurisdiction
16.1 This Agreement (including any non-contractual matters and obligations arising there from or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.
16.2 Any dispute, controversy, proceedings or claim between the Parties relating to this Agreement (including any non-contractual matters and obligations arising there from or associated therewith) shall fall within the jurisdiction of the courts
of England and Wales.
IN WITNESS WHEREOF this Agreement has been duly executed the day and year first before
for and on behalf of Reduce My Bills Ltd
The Service Supplier will provide a panel of suppliers, where possible, who will detail commission free tariff options over various contractual terms for the Subscriber Clients perusal and acceptance. Services include but are not limited to, Electricity, gas, water, telecommunications, insurance, merchant services, Human Resources, Waste and Rate Reviews.
Any tariffs provided by The Service Supplier are the best available to the Subscriber Client on that day.
All prices can fluctuate daily and any delay in accepting a tariff may see an increase or decrease in the tariff prices available.
The subscriber Client acknowledges and accepts upon entering this Agreement that any Tariff or Price Plan accepted at the point the Agreement is entered into will be the fixed tariff rate during the length of the Agreement and that such will not be impacted or revised irrespective of whether market rates increase or decrease unless advised to the contrary.
It is assumed that by signing this agreement it is the responsibility of The Subscriber to notify
The Service Supplier of all current and future supply agreements already in place. The Service Supplier cannot be held accountable for any issues that arise as a result of having agreed multiple contracts for anyone service.
The Service Supplier hereby grants to The Subscriber a non-exclusive, non-transferable right to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Customer's business operations.
The Service Supplier will at times require light-touch access to The Subscribers supplier / provider portals for the relevant utilities / services where available. The Subscriber client agrees that this will not be unreasonably denied.
It is also understood that by denying access to the Service Supplier services including but
not limited to Bill Validation and Consumption monitoring may not be possible.