Terms and Conditions

1.     DEFINITIONS:

1.1    CCS Business Centre Services Ltd t/a Cost Centre Services (and successors in title) of the address overleaf the provider of the Services including its employees sub-contractors or agents

1.2    Completion Date the date on which CCS deems the provision of the Services completed

1.3    Conditions these standard terms including any special terms agreed in writing between the Client and CCS

1.4    Contract the contract for the provision of the Services

1.5    Client the person firm or company detailed overleaf whose request for the Services is accepted by CCS

1.6    Client Information the information requested overleaf prior to and during CCS’s performance of the Services

1.7    Fee(s) the fee(s) payable calculated in accordance with the rates/charges set out overleaf (or when no charge has been quoted a reasonable charge) excluding VAT or other applicable duty or tax payable in addition

1.8    Service(s) the provision of any one or more of the services (including without limitation the respective Audit and Overview services as set out on any CCS’s website accessible from time to time and as specifically defined as “HAS” “OAS” “CTP” and “COS” in the Letter of Instruction and with such definitions referred to in and forming part of these Conditions where appropriate) which CCS is to carry out under these Conditions

2.     CONDITIONS APPLICABLE:

2.1    CCS shall supply the Services under terms agreed in writing with the Client subject to these Conditions which shall govern the Contract to the exclusion of any other terms and conditions

2.2    No variation to these Conditions shall be binding unless agreed in writing between the authorised representative of CCS and the Client

2.3    Any representations made by any of CCS’s employees sub-contractors or agents concerning the Services shall not be incorporated into the Contract unless confirmed by CCS in writing and in entering into the Contract the Client acknowledges that it does not rely on and waives any claim for breach of such representations which are not so confirmed

2.4    Any promotional brochures or related material or documentation are intended as a general guide only and any typographical clerical or other error or omission in any website sales literature quotation order form price list acceptance of offer invoice or other documentation or information that may be issued by CCS shall be subject to correction without any liability on the part of CCS unless (where the Client is a non-trade consumer only) correction shall fundamentally alter the Client’s rights under the Contract to the Client’s disadvantage in which case the Client shall be entitled to cancel the Contract without any liability

2.5    Any estimate given by CCS (on any order form over leaf or otherwise) for provision of the Services may be withdrawn at any time prior to acceptance by the Client and in any event shall lapse after seven (30) days

2.6    The Client accepts and acknowledges that CCS:-

(a)        is acting as agent on the Client’s behalf when providing any part of the Services (including without limitation) by negotiating with previous or current or prospective future supplying companies (“Negotiating Agent”); and

(b)        any contract entered into by CCS when acting as the Client’s Negotiating Agent is always directly between the Client and any supplying company(y)(ies);

(c)        in accordance with 2.6(a) and (b) above CCS shall not itself assume any direct or indirect responsibility or obligation or liability whatsoever to any supplying company(y)(ies) or the Client by virtue of CCS’s acting as the Client’s Negotiating Agent.

3.     ORDERS:

3.1    No order form overleaf shall be deemed to be accepted by CCS and the Contract shall not be formed until signed by both the Client and CCS’s authorised representative. By placing an order the Client is offering to purchase Services from CCS on these Conditions. CCS will have no obligation to provide the Client with the Services until the Contract is formed. The Client must ensure that the terms of the Client’s order (including but not limited to the relevant details set out in the order form overleaf) are complete and accurate.

3.2    Where the Client requires the Services to be supplied in accordance with the Client’s specific instructions such instructions shall be supplied to CCS in writing at the time of the order

4.     PRICE AND PAYMENT:

4.1    Except as otherwise provided overleaf or as agreed in writing between CCS and the Client and without prejudice to any other right or remedy available to it CCS shall be entitled to invoice the Client for the Fees and VAT at the rate prevailing on the date of CCS’s invoice (or instalments thereof by way of interim invoices) before on or at any time after the Completion Date

4.2    Unless otherwise agreed in writing by CCS the Client shall pay CCS’s invoices in full and without deductions:-

        (a)        for “HAS” Services including any savings proven to arise by CCS from any of the services within fourteen (14) days of the earlier Client’s receipt of any refund(s) or confirmation that any refund(s) is valid and due (“Due Date”);

        (b)        for “OAS” Services within fourteen (14) days of receipt of the invoice raised annually in advance (“Due Date”);

        (c)        for “CTP” Services within fourteen (14) days of receipt of the invoice (“Due Date”);

        (d)        for “COS” Services within fourteen (14) days of receipt of the invoice   (“Due Date”)

4.3    No payment will be deemed to have been made until CCS is in receipt of cleared funds.

4.4    As applicable VAT is payable in addition to the Fee(s) on all orders

4.5    If CCS has agreed with the Client that any payment due to CCS will be settled by a third party (including but not limited to a supplies company(y)(ies)) and such third party makes payment directly to the Client the Client will hold the payment as CCS’s agent and will pay it to CCS in full immediately without any deduction whatsoever. For the avoidance of doubt the Client shall remain liable at all times for payment of the Fee(s) to CCS

4.5    If the Client fails to make payment on any one or more Due Date then:-

(a)    the Client agrees and acknowledges that it will hold on trust for and on demand remit in full to CCS any refund(s) received from any supply company(y)(ies) further to CCS’s provision of the Services; and             

(b)    without prejudice to any other right or remedy available to it CCS shall be entitled to:-

        (i)         cancel the Contract and/or suspend the supply of any further Services to the Client (whether under this Contract or any other contract with the Client); and/or

        (ii)        charge the Client interest (before and after any judgment) on the amount unpaid at the rate of three (3) per cent per annum (where the Client is a non-trade consumer) or four (4) per cent per annum (where the Client is a trade customer) above the Bank of England base rate from time to time until payment in full is made (a part of the month being treated as a full month for the purpose of calculating interest)

4.6    The Client shall not be entitled by reason of any alleged minor defect to withhold more than a proportionate amount of any sum due

4.7    The Client agrees and acknowledges that any and all refunds claimed by CCS under these Conditions result from or are a consequence of CCS’s provision of the Services and that all savings generated (whether directly or indirectly) from those Services entitle CCS for the Client’s payment of Fees

4.8    Where CCS is instructed to provide COS Services the Client agrees and acknowledges that CCS shall be entitled to increase the Fees beyond any estimate given to take into account any increase in the cost which is a result of any delay caused (without any fault of CCS) by any instructions given by the Client or his/her failure to give CCS adequate information or instructions or otherwise in consequence of any default by the Client

4.9    Where CCS is instructed to provide COS Services the Client agrees and acknowledges that CCS will perform and invoice for Fees related to those COS Services in accordance with its hourly rate as set out overleaf. Any COS Services will be estimated in advance and the Client’s written consent (by email of otherwise as CCS deems appropriate) obtained prior to proceeding and exceeding any estimate. CCS will use all reasonable efforts to advise and update the Client of its time incurred to date at the end of the month in which the COS Services are performed.

5.     PERFORMANCE

5.1    The Client agrees and acknowledges that:-

(a)    for the duration of the Contract for the Services it shall provide all Client Information to CCS on request;

(b)    it will provide the Client Information to CCS as far back as CCS in its absolute opinion deems necessary;

(c)    without prejudice to clause 2.6 above and always in accordance with clause 6.2 below it shall be solely responsible for making any arrangements for previous and/or current suppliers to provide (via electronic means or otherwise) Client Information direct to CCS

5.2    In relation to HAS and CTP Services where the Client supplies all Client Information CCS will use its reasonable efforts to carry out an analysis of what CCS in its opinion considers to be all relevant billing and present the Client with a report detailing the findings within the latter of three (3) months of the date of CCS’s and the Client’s signature of the order form overleaf or (if CCS reasonably deems investigations to be complicated or Client Information is awaited from the Client or supplying companies) where CCS gives prior notice (in writing or otherwise) to the Client as soon as CCS deems it reasonably practicable. The Client acknowledges and accepts that any such report made by CCS to the Client is subject to clause 6.10 below.

5.3    The Client consents to CCS accessing and/or entering (including without limitation any part of) the Client’s premises (including without limitation meter boxes) for the purpose of performance of the Services.

5.4    The Client shall ensure that it complies with all relevant health and safety legislation by-laws and other rules and regulations where the Services are to be performed at the Client’s premises. In order to enable CCS to provide the Services safely and to the best of its ability the Client shall do the following before CCS provides the Services:-

(a)    inform CCS of any potential hazards whatsoever existing at the premises where CCS is to perform the Services and any particular precautions or special requirements in relation to such hazards of which the Client is aware or of which the Client reasonably ought to be aware and which hazards could constitute a danger to CCS during or after performance with the Services;

(b)    obtain permission for CCS to enter any third party’s premises where such access is required to perform the Services

5.5    CCS may make any changes to the provision of the Services which are required to conform to any applicable safety or other statutory/regulatory requirements but which do not materially affect the supply of the Services.

5.6    The Client shall make available to CCS any appliances or otherwise to facilitate the provision of the Services.

5.7    If instructed CCS will use its reasonable efforts to supply the Services to the Client but the Client acknowledges and agrees:-

(a)    that CCS gives no guarantee whatsoever that its provision of these Services will directly or indirectly result in any saving(s) and/or refund(s) from any one or more supplier(s); and

(b)    that CCS shall not be liable to the Client for any failure of any Services performed to directly or indirectly result in any saving(s) and/or refund(s) from any one or more supplier(s); and

(c)    notwithstanding that set out at clause 5.7(a) and (b) above any Fees payable for any COS and/or OAS Services performed shall remain due in full

(d)    COS and/or OAS Services alone will not yield any possibility of securing any refund(s) or saving(s) but may nonetheless be necessary to (but subject always to clause 5.7(a) above) better assist CCS to secure any refund(s) or saving(s)

5.8    The Client acknowledges and agrees that it (together with its supplier company(y)(ies)) is solely responsible for ensuring that any appliance(s) or other facilit(y)(ies) (including without limitation any utility meter(s)) on its premises is (are) accurate and error free and free from vandalism or otherwise prior to the date of instructing CCS to provide the Services and CCS shall not be liable to the Client for any damage loss or other liability suffered by the Client or any third party resulting from the Client’s failure to comply with this clause 

5.9    The Client accepts and acknowledges that instructing CCS to provide the Services may have the potentially adverse effect of bringing to the attention of supplying companies any period(s) or tariff(s) or otherwise where undercharging may have occurred. If instructed to do so subject to these Conditions CCS will use its reasonable efforts to mitigate these potentially adverse effects but CCS accepts no responsibility or liability whatsoever to the Client or any third parties in these circumstances

5.10  CCS may perform the Services in stages. Each stage will be a separate Contract and each separate stage will be invoiced and paid for in accordance with the provisions of the Contract.

6.     WARRANTIES AND LIABILITIES AND INSURANCE:

6.1    Subject as otherwise stated in these Conditions CCS warrants that the Services will be performed with reasonable skill and care and in accordance with the Contract

6.2    Where the Client arranges for supplier companies to provide Client Information direct to CCS under clause 5.1(c) above CCS does not warrant that its software or internet related electronic IT equipment will be compatible with any supplier companies equivalent systems and/or that the operation of CCS’s software or internet related electronic IT equipment will be accessible uninterrupted or error free and except as otherwise agreed CCS does not warrant that the Services are fit for any particular purpose of the Client

6.3    CCS shall be under no liability under any warranty condition or guarantee (express or implied) relating to the Services supplied if any part of the Fees and VAT have not been paid by the Due Date

6.4    CCS shall not be liable for any defects injury loss or damage resulting from the Client’s negligence or arising from lack of proper maintenance (of meters or otherwise) and improper use accidents unauthorised alterations or faulty workmanship on the part of others (excepting CCS’s employees sub-contractors or agents) except that nothing in these Conditions is intended to nor shall it limit any liability on CCS’s part in respect of death or personal injury caused by CCS’s negligence

6.5    Without prejudice to its obligations under these Conditions CCS shall:-

(a)    effect and maintain with reputable insurers such policy or policies of professional indemnity insurance as CCS shall in its reasonable opinion deem necessary to cover CCS's obligations and liabilities under any Contract including but not limited to its liability under these Conditions whether for breach of contract negligence or otherwise in respect of its failure to provide the Services in accordance with the Contract (including without limitation its failure to accurately interpret Client Information and/or the making of any typographical errors when providing any advice and/or any report under any Contract

(b)    in the event of any successful insurance claim payout under clause 6.5(a) pass on the benefit of such payout to the Client on receipt by CCS or its authorised nominee(s) of such payout from the insurance company

6.6    CCS’s liability (except as provided above) for any delay in performing or any failure to perform any of its obligations in relation to the Services shall be limited to the excess (if any after any insurance payout received by CCS under clause 6.5 above) of the cost to the Client in the cheapest available market for similar services over the Fees to replace those services not supplied.

6.7    If either the Client or CCS are in breach of the arrangements under this Contract neither of us will be responsible for any losses that the other suffers except those losses which are a foreseeable consequence of the breach.

6.8    Prior to and/or during provision of the Services the Client warrants that it will not unreasonably withhold or delay from CCS the provision of Client Information or its approval for claiming any refund(s) from supplier companies. If any Client breach of this clause results in what CCS reasonable considers to be unreasonable withholding or delay which causes CCS to incur charges or expenses which it can justify without prejudice to any other right or remedy available to CCS it may invoice the Client for these charges (at its hourly rate stated overleaf) and/or expenses as Fees for provision of

6.9    In accordance with clause 4.7 above at the date of CCS’s and the Client’s signature of the order form overleaf the Client warrants that it has not previously and will not for the duration of the Contract instruct any competitor company to provide identical or similar services to those Services provided by CCS which could conflict with CCS’s performance of and/or right to payment of Fees for provision of the Services

6.10  The Client acknowledges and agrees that:-

(a)    suppliers sale price(s) of utilities fluctuates on a daily basis; and

(b)    any advice given generally whilst performing the Services and any report prepared by CCS under clause 5.2 above and any ‘best prices’ or equivalent referred to in such a report are only valid and deemed by CCS to be a best price and/or advice on the date that CCS signs off the report or the of the advice is given; and

(c)    CSS shall not be liable to the Client and the Client shall not be entitled to bring any claim(s) whatsoever against CCS for breach of contract and/or in tort (including negligence) or otherwise which is outside the scope of or in contradiction to clauses 6.10(a) and (b) above

6.11  The Client shall be responsible for CCS’s reasonable expenses (capped at a maximum of £100+VAT) in connection with any inspection carried out by CCS at the Client’s request following the report by him/her of any alleged failure by CCS to perform the Services in accordance with the Contract except in circumstances where CCS are liable under any warranty or guarantee given by it. If on inspection CCS agrees that the Services (or any part) have not been performed in accordance with the Contract then CCS’s sole obligation shall be re-supply the Services as soon as possible and at a time convenient to the Client

6.12  Where the Client is dealing as a consumer his/her statutory legal rights are not affected by these Conditions

7.     TERM AND CANCELLATION:

7.1    Where CCS accepts orders for one or more of “HAS” “OAS” or “CTP” Services and except as otherwise provided in these Conditions the Contract will commence at the date of CCS’s and the Client’s signature of the order form overleaf and will continue for a minimum period of twelve (12) months and thereafter until terminated in writing either party giving to the other thirty (30) days notice

7.2    Without prejudice to any other right or remedy available to CCS it shall be entitled to cancel the Contract or suspend performance under the Contract without any liability on its part to the Client in the event that:

(a)        the Client makes any voluntary arrangement with his/her creditors or becomes subject to an administration order or (being an individual or a firm) becomes bankrupt or go into liquidation; or

(b)        an encumbrancer takes possession or a receiver is appointed of any of the Client’s property or assets; or

(c)        the Client is in non-remediable (as reasonably deemed by CCS) breach of any term or terms of these Conditions or CCS reasonably anticipates any such breach(es)

7.3(a)        Except as provided above the Client shall not be entitled to cancel the Contract unless the Client pays CCS in full in respect of any loss (including loss of profits or opportunity) costs (including the cost of transportation or any labour or administration fees) damages charges (including without limitation Fees) and expenses (“Cancellation Costs”) incurred by CCS and where the Client is a non trade consumer the Cancellation Costs will be limited to a maximum of CCS’s total number of hours of time (at fifty (50) percent of CCS’s hourly rate as set out overleaf) reasonably incurred from the date of CCS’s and the Client’s signature of the order form overleaf to and including CCS’s reasonably deemed cancellation date. If CCS cancels the Contract otherwise than provided in this Contract it must pay the Client (where a non-trade consumer only) any foreseeable losses or costs he/her suffered because of the cancellation

7.3(b)        Where the Client if a trade customer it shall not be entitled to cancel the Contract without CCS’s written consent and on such terms (including without limitation payment of all cancellation costs in full) as CCS in its absolute opinion deem appropriate

8.     FORCE MAJEURE:

        Except as otherwise provided in these Conditions neither party shall be liable for any breach (other than relating to payment of the Fees) of the Contract or any delay in performing any of its obligations in relation to the Services by reason of act of god war lock-out strike riot malicious damage labour disturbances trade disputes government action (including action by any local or statutory authority) fire flood storm drought tempest explosion acts of terrorism riot commotion national emergencies break down of plant or machinery or IT equipment or default of suppliers or sub-contractors or any other event whatsoever beyond CCS’s reasonable control

9      DATA PROTECTION:

Where the Client signs the order form overleaf CCS may use the Client’s personal details for any one or more of the following purposes. CCS may retain the Client’s details on its Client database and share those details (including without limitation the passing his/her details on to CCS’s employees or agents and/or sharing such details with supplier companies and/or and any other companies in the same group from time to time) for the purpose of provision of the Services. Further CCS may contact him/her by telephone or ordinary mail to seek Client feed back and/or to inform him/her of CCS’s new similar service offerings (“Purposes”). If the Client volunteers his/her e-mail address and inserts the same on order form overleaf, he/she is deemed to consent to receiving e-mails from CCS for the Purposes. Otherwise, CCS will not use the Client’s details for other purposes without obtaining his/her consent as required by law

10.    GENERAL:

10.1  CCS may perform any of its obligations or exercise any of its rights hereunder itself or through any of its employees or agents or sub-contractors or licensees

10.2  The headings in these Conditions are for convenience only and shall not affect their interpretation

10.3  No failure of CCS to exercise any power given to it or to insist upon the strict compliance by the Client with any obligation hereunder and no custom or practice of the parties at variance with the terms hereof shall constitute any waiver of any of CCS's rights under this Agreement  

10.4  If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part that wholly or partially invalid or unenforceable provision shall be deemed severed from these Conditions but the validity of the other provisions of these Conditions and the remainder of the provisions in question shall not be affected thereby and shall continue in full force and effect

10.5  Neither party shall assign dispose sub-contract or otherwise transfer any rights (including without limitation benefits) or obligations that it may have under the Contract to any third party without the prior written consent of the other party

10.6  Except as otherwise provided nothing in this Contract shall confer on any third party any benefit or the right to enforce any term of this Contract

10.7  Any notice given under these Conditions must be given in writing and delivered or sent by post or facsimile transmission or electronic mail to the residence or principal place of business of the party to whom it is addressed

10.8  The Contract and any dispute or claim arising out of or in connection with it or its subject matter shall be governed by and construed in accordance with the laws of England and subject to the non-exclusive jurisdiction of the English courts

10.9  If any dispute arises in connection with any Contract the parties may attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties the Mediator will be nominated by CEDR