Standard Terms & Conditions.

TTL Consultants Limited trading as Hawley Energy

These Standard Terms & Conditions apply to all services supplied by TTL Consultants Limited, a company registered in England and Wales, trading as Hawley Energy (referred to in these terms as “Hawley Energy”, “we”, “us” or “our”). The person, company or organisation purchasing our services is referred to as “the Client” or “you”.

By instructing us, accepting a quotation, signing a proposal, or allowing us to start work, you agree that these terms apply to the relevant services. Any proposal, quotation, statement of work or order confirmation we issue forms part of the agreement with you.

1. Definitions and interpretation

In these terms, “Agreement” means the contract between Hawley Energy and the Client for the supply of services, comprising these terms and any written proposal, quotation or statement of work. “Services” means the energy consultancy, monitoring, procurement, project, technical, reporting, data or related services described in the Agreement.

References to writing include email. Headings are for convenience only and do not affect interpretation. A reference to a person includes a company, partnership or other organisation.

2. Basis of contract

1. Our quotation or proposal is an invitation to you to make an offer to purchase the Services. It is valid for the period stated in it, or for 30 days where no period is stated.
2. The Agreement takes effect when we confirm your instruction in writing, accept your order, or begin providing the Services, whichever happens first.
3. These terms take priority over any terms you seek to impose or incorporate, including terms in a purchase order, unless we expressly agree otherwise in writing.
4. No change to the Agreement is binding unless agreed in writing by an authorised representative of both parties.

3. The Services

We will provide the Services with reasonable care and skill and substantially in accordance with the description in the applicable proposal or statement of work. We may use suitably qualified employees, contractors or specialist suppliers to deliver any part of the Services.

Unless expressly stated otherwise, our advice, calculations, forecasts, recommendations and reports are based on the information and assumptions available to us at the time. They are intended to support your commercial decision-making and are not a guarantee of any particular saving, energy price, grant, funding outcome, regulatory result or project performance.

4. Your responsibilities

You must:

• give us timely access to your premises, systems, personnel, records, meters, data and other information reasonably needed to perform the Services;
• make sure that information you provide is complete, accurate and provided in a usable format;
• obtain any permissions, consents, licences and authority required for us to access your premises, systems or data;
• provide a safe working environment and tell us about any relevant health, safety, security or operational requirements; and
• review and respond to decisions, approvals and requests for information within a reasonable time.

We are not responsible for delay, additional cost or an inaccurate outcome to the extent caused by your failure to meet these responsibilities or by information that is inaccurate, incomplete or late.

5. Fees, expenses and payment

1. You must pay our fees in accordance with the applicable proposal, quotation or invoice. Unless we agree credit terms in writing, invoices are payable within 14 days of the invoice date.
2. Our fees are exclusive of VAT and any other applicable taxes, which you must pay in addition at the prevailing rate.
3. We may charge reasonable expenses and third-party costs that are agreed with you or reasonably incurred in delivering the Services. We will identify these on our invoice where practicable.
4. If an invoice is overdue, we may charge interest under the Late Payment of Commercial Debts (Interest) Act 1998, together with reasonable recovery costs, and suspend the Services after giving reasonable notice.
5. You may not withhold or set off payment unless you have a valid legal right to do so.

6. Changes, timing and cancellation

Any dates we provide are estimates unless the Agreement expressly states that a date is fixed. We will notify you if we become aware of a material change to the expected timetable.

If you ask us to change the scope, pause the work, provide additional work, or repeat work because the information or instructions supplied were incomplete or inaccurate, we may adjust the fees and timetable. We will confirm the change and its impact with you where reasonably practicable.

Where you cancel or postpone Services after we have accepted your instruction, you must pay for work completed, committed third-party costs, and any reasonable costs we incur as a result of the cancellation or postponement.

7. Energy supply, procurement and third parties

Where the Services involve energy procurement, utilities, grants, finance, installation, maintenance, software or another third-party product or service, the relevant third party’s terms may also apply. We will identify material third-party terms or commissions that we know apply to the proposed arrangement.

We are not the energy supplier or the operator of third-party systems unless the Agreement expressly says otherwise. We do not control third-party prices, availability, performance, credit decisions, network charges, government schemes or regulatory changes. You remain responsible for deciding whether to enter a third-party arrangement and for complying with its terms.

8. Data, monitoring and access

You grant us a non-exclusive right to use the information, meter data, account data and other materials you provide to deliver the Services, prepare reports, check performance, and improve our services. We may use aggregated or anonymised information for analysis and benchmarking, provided it does not identify you or disclose your confidential information.

You are responsible for the accuracy and lawful collection of data supplied to us and for notifying us of any restrictions on its use. We will take reasonable steps to keep data secure and will handle personal data in accordance with applicable data protection law.

9. Intellectual property

We retain ownership of our methodologies, templates, models, software, know-how, tools, calculations, pre-existing materials and working papers. Subject to payment of all fees, we grant you a non-exclusive, non-transferable licence to use the reports and other deliverables we create for you for your internal business purposes.

You must not copy, sell, publish, licence, distribute or commercially exploit our materials, or allow a third party to do so, except with our prior written consent or where this is reasonably necessary for your internal business use or to obtain professional advice.

10. Confidentiality

Each party must keep confidential the other party’s confidential information and use it only to perform or receive the Services. This obligation does not apply to information that is public other than through a breach, was already lawfully known, is independently developed, or must be disclosed by law, a regulator or a court.

We may disclose confidential information to our employees, professional advisers, insurers, contractors and suppliers where they need to know it for the purposes of the Agreement and are subject to appropriate confidentiality obligations.

11. Personal data

Each party must comply with the UK GDPR, the Data Protection Act 2018 and other applicable data protection laws. Where we process personal data on your behalf, you are the controller and we are the processor. We will process that personal data only on your documented instructions and as necessary to provide the Services. Both parties will cooperate reasonably with data subject requests, security requirements and regulatory enquiries.

12. Liability

1. Nothing in the Agreement limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot legally be limited or excluded.
2. Subject to paragraph 12.1, our total aggregate liability arising out of or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the fees paid or payable for the Services giving rise to the claim in the 12 months before the event giving rise to the claim.
3. Subject to paragraph 12.1, we are not liable for loss of profit, revenue, business, anticipated savings, goodwill, opportunity or data, or for any indirect or consequential loss.
4. We are not liable to the extent that a loss results from your breach of the Agreement, your failure to follow our reasonable recommendations, inaccurate information, a third party, or an event outside our reasonable control.

13. Indemnity

You will indemnify us against reasonable losses, claims, costs and expenses arising from your breach of the Agreement, your unlawful use of the Services or materials, or a claim by a third party resulting from information, materials or instructions supplied by you.

14. Suspension and termination

Either party may terminate the Agreement by written notice if the other party commits a material breach and, where the breach can be remedied, fails to remedy it within 14 days of being asked to do so. We may suspend or terminate the Services immediately if you fail to pay an overdue invoice, become insolvent, or continuing the Services would be unlawful or unsafe.

Termination does not affect rights or obligations that have accrued before termination. Any provision intended to continue after termination, including payment, confidentiality, intellectual property, liability and dispute provisions, will continue.

15. Events outside our control

We are not liable for failure or delay caused by circumstances beyond our reasonable control, including natural events, epidemic, war, civil unrest, industrial action, interruption of utilities or communications, cyber incident, changes in law or regulation, or failure of a supplier or network operator. We will notify you where reasonably practicable and take reasonable steps to reduce the effect.

16. Complaints

If you are dissatisfied with the Services, contact us promptly at hello@hawleyenergy.co.uk so that we can investigate. Please provide the relevant Agreement, invoice or deliverable and explain the issue. We will work with you in good faith to resolve a valid concern.

17. General

You may not assign, transfer or subcontract your rights or obligations under the Agreement without our prior written consent. We may assign or subcontract our rights and obligations to a group company or suitably qualified supplier, provided this does not materially reduce your rights.

Only the parties to the Agreement may enforce its terms. If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary and the remaining provisions will continue. A failure or delay in exercising a right is not a waiver of that right.

18. Governing law and jurisdiction

The Agreement and any dispute or claim arising from it are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction, except that we may seek urgent or protective relief in any court with jurisdiction.