TERMS AND CONDITIONS

We, Us or our; Future Corporate Technologies Limited, a company established in England and Wales. Our company registration number is 13056038. Vat registration number is 367855347.

Registered Office and Trading Address: 17 Thornhill Park, Sunderland, SR2 7LA.

Registered Phone Lines: +44 (0)191 524 1636 or +44 (0)1372 474728 or +44 (0)1372 569101

Company Email: info@fct.services 

The Terms and Conditions outlined below form mutual agreement between FCT and your company. We are an ethical and transparent energy broker / Consultant that works with you to reduce energy costs, consumption and carbon.  

Commencement Date; The date this Agreement is accepted in accordance with its terms.   

Term; This Agreement will commence on the Commencement Date and will continue until terminated in accordance with its terms.   

This Agreement is entered into between us and you, together the Parties and each a Party.

 1. Acceptance and Term of this Agreement

1.1 You accept this Agreement by the earlier of: 

(a) signing and returning this Agreement to us, including by email or any electronic executions platform acceptable to us.  

(b) confirming by email that you accept this Agreement. 

(c) confirming that you accept this Agreement via the platforms or applications through which we provide this Agreement to you, including our website. 

(d) instructing us (whether orally or in writing) to proceed with the supply of the Services; and

(e) making part or full payment of the Price.  

1.2 This Agreement will operate for the Term.  

2. Our supply of the Services

2.1 In consideration of your payment of the Price, we will provide the Services in accordance with this Agreement and all applicable Laws, whether ourselves or through our Personnel.

2.2 We warrant to you that the Services will be provided using reasonable care and skill.

2.3 If this Agreement expresses a time within which the Services are to be supplied, we will use reasonable endeavours to provide the Services by such time, but you agree that such time is an estimate only and creates no obligation on us to supply the Services by that time.

3. Commencement 

We will commence the supply of the Services within a reasonable time after the later of:

(a) the Commencement Date.  

(b) the receipt of payment of the Price or Deposit (if any) in full; and 

(c) you are providing us with information that we reasonably require to commence the Services, (including where you select Price Option 3, evidence of your energy bills at the Premises in the previous 12-month period).

4. Variations and Additional Services

4.1 You may request a variation or change to the Services, (Variation), by providing written notice (including by email) to us, with details of the Variation (Variation Request). We will not be obliged to comply with a Variation Request unless we accept the Variation Request in writing. The Parties agree to comply with this Agreement as varied by any Variation Request accepted by the Parties under this clause.  

4.2 If we consider that any instruction or direction from you constitutes a Variation, then we will not be obliged to comply with such instruction or direction unless a Variation Request has been issued and accepted by us in accordance with clause 4.1.

4.3 From time to time, you may request us to provide Additional Services, which we may reject in our absolute discretion. If we decide to provide you Additional Services, we will provide you a proposal for those Additional Services, including their scope and fees (Proposal). We will only provide the relevant Additional Services if you confirm in writing your agreement to our Proposal (Agreed Proposal). To the extent that there is any inconsistency between the terms of any Agreed Proposal and this Agreement as that relates to the relevant Additional Services, the terms of the Agreed Proposal prevail.

5. Agency

5.1 We act as your energy broker, and you expressly authorise us to act as your agent for the purposes of providing the Services, subject to this clause 5.  You agree to sign the Letter of Authority promptly after our request. 

5.2 We agree:

(a) to only act as your agent for purposes of providing the Services and not for any other purpose.

(b) to act in accordance with your interests and instructions or directions provided by you; and

(c) that we are not authorized to enter into any Supplier Contract on your behalf.

6. Payment

6.1 In consideration for us providing the Services, you agree to pay us: 

(a) the Price. 

(b) all Expenses (if any); and

(c) any other amount payable to us under this Agreement, 

in accordance with the Payment Terms. 

6.2 If any payment has not been made in accordance with the Payment Terms, we may (at our absolute discretion, and without prejudice to our rights or remedies under this Agreement or at law): 

(a) after a period of 5 Business Days, cease providing the Services, and recover, as a debt due and immediately payable from you, our additional costs of doing so (including reasonable legal fees, debt collector fees and mercantile agent fees); and/or

(b) charge interest at a rate equal to 4% above the Bank of England's base rate, from time to time, but at 4% a year for any period when that base rate is below 0%, per annum, calculated and compounding monthly, on any such amounts unpaid after the due date for payment. 

7. Premises

You agree to provide us (and our Personnel) with access to the Premises (and the facilities at the Premises) and any other premises as is reasonably necessary for us to provide the Services (including the Site Visit), free from harm or risk to health or safety: 

(a) at the times and on the dates reasonably requested by us or as agreed between the Parties; and/or

(b) to enable us to comply with our obligations under this Agreement or at Law.

You agree to pay our additional costs reasonably incurred as a result of you failing to comply with this clause. 

8. Warranties and Representations

8.1 Each Party represents, warrants, and agrees that:

(a) it has full legal capacity, right, authority and power to enter into this Agreement, to perform its obligations under this Agreement, and to carry on its business. 

(b) that this Agreement constitutes a legal, valid, and binding agreement, enforceable in accordance with its terms.

(c) if applicable, it holds a valid company number which has been advised to the other Party; and

(d) if applicable, it is registered for VAT purposes.  

8.2 You represent, warrant and agree:

(a) to comply with this Agreement and all applicable Laws. 

(b) that all information and documentation that you provide to us in connection with this Agreement is true, correct and complete.  

(c) to comply with our reasonable requests or requirements. 

(d) that you (and to the extent applicable, your Personnel) will provide us with all documentation, information, instructions, cooperation, and access reasonably necessary to enable us to provide the Services.  

(e) that you have not relied on any representations or warranties made by us in relation to the Services (including as to whether the Services are or will be fit or suitable for any particular purposes), unless expressly stipulated in this Agreement.

(f) that no Insolvency Event has occurred in respect of you and that you will immediately notify us if you are (or you are likely to be) the subject of an Insolvency Event. 

(g) that the Services are provided to you solely for your benefit and you will not (or you will not attempt to) disclose, or provide access to, the Services to third parties without our prior written consent.

9. Intellectual Property 

9.1 As between the Parties: 

(a) we own all Intellectual Property Rights in Our Materials; and

(b) nothing in this Agreement constitutes a transfer or assignment of any Intellectual Property Rights in Our Materials or Your Materials.

9.2 We grant you a non-exclusive, revocable, worldwide, non-sublicensable and non-transferable right and license, to use Our Materials that we provide to you, solely for the purposes of performing your obligations, or exercising your rights or remedies, under this Agreement.

9.3 You grant us a non-exclusive, revocable, worldwide, non-sublicensable and non-transferable right and license, to use Your Materials that you provide us, solely for the purposes of performing our obligations, or exercising our rights or remedies, under this Agreement.

9.4 This clause 9 will survive termination or expiry of this Agreement. 

10. Confidential Information

10.1 Each Receiving Party agrees: 

(a) not to disclose the Confidential Information of the Disclosing Party to any third party.  

(b) to use all reasonable endeavours to protect the Confidential Information of the Disclosing Party from any unauthorised disclosure; and 

(c) to only use the Confidential Information of the Disclosing Party for the purposes for which it was disclosed or provided by the Disclosing Party, and not for any other purpose.  

10.2 The obligations in clause 10.1 do not apply to Confidential Information that:  

(a) is required to be disclosed in order for the Parties to comply with their obligations under this Agreement.  

(b) is authorised to be disclosed by the Disclosing Party.  

(c) is in the public domain and/or is no longer confidential, except as a result of a breach of this Agreement; or  

(d) must be disclosed by Law or by a regulatory authority, including under subpoena, or by the rules of any listing authority or stock exchange on which the Receiving Party’s shares are listed or traded.  

10.3 Each Party agrees that monetary damages may not be an adequate remedy for a breach of this clause 10. A Party is entitled to seek an injunction, or any other remedy available at law or in equity, at its discretion, to protect itself from a breach (or continuing breach) of this clause 10.  

10.4 This clause 10 will survive the termination of this Agreement.  

11. Limitations on and exclusions to our liability

11.1 The restrictions on liability in this clause 11 apply to every liability arising under or in connection with this Agreement including liability in statute, contract, equity, tort (including negligence), misrepresentation, restitution, indemnity or otherwise.

11.2 Nothing in this Agreement limits any Liability which cannot legally be limited, including Liability for:

(a) death or personal injury caused by negligence.

(b) fraud or fraudulent misrepresentation.

(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); and

(d) defective Services under the Consumer Protection Act 1987.

11.3 Subject to clause 11.2 (liability which cannot legally be limited), but despite anything else to the contrary, to the maximum extent permitted by law:  

(a) we will not be liable for, and you waive and release us from, any Liability arising from the Energy Services or any Supplier Contract.

(b) neither Party will be liable for any Consequential Loss.

(c) a Party’s liability for any Liability under this Agreement will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party (or any of its Personnel), including any failure by that other Party to mitigate its loss; and

(d) our aggregate liability for any Liability arising from or in connection with this Agreement will be limited to us resupplying the Services to you or, in our sole discretion, to us repaying you the amount of the Price paid by you to us in respect of the supply of the relevant Services to which the Liability relates.  

11.4 This clause 11 will survive the termination or expiry of this Agreement.

12. Termination

12.1 Either Party may terminate this Agreement at any time by giving 30 days’ notice in writing to the other Party. 

12.2 This Agreement may be terminated immediately upon written notice by a Party (Non-Defaulting Party) if:

(a) the other Party (Defaulting Party) breaches a material term of this Agreement, and that breach has not been remedied within [10] Business Days of the Defaulting Party being notified of the breach by the Non-Defaulting Party; or

(b) the Defaulting Party suffers an Insolvency Event.

12.3 Upon expiry or termination of this Agreement:

(a) we will immediately cease providing the Services.

(b) to the maximum extent permitted by law, you agree that any payments made by you to us are not refundable to you.

(c) you are to pay for all Services provided prior to termination, including Services which have been provided and have not yet been invoiced to you, and all other amounts due and payable under this Agreement.

(d) by you or  by us pursuant to clause 12.2, you also agree to pay us our additional costs, reasonably incurred, and which arise directly from such termination (including legal fees, debt collector fees and mercantile agent fees); and

(e) you agree to promptly return (where possible), or delete or destroy (where not possible to return), any information, documentation or material owned by us that is in your possession or control, subject to any rights you may have to any Intellectual Property in accordance with clause 9.

12.4 We will retain your documents (including copies) as required by law or regulatory requirements. Your express or implied agreement to this Agreement constitutes your authority for us to retain or destroy documents in accordance with the statutory periods, or on expiry or termination of this Agreement.

12.5 Termination of this Agreement will not affect any rights or liabilities that a Party has accrued under it.  

12.6 This clause 12 will survive the termination or expiry of this Agreement.

13. General 

13.1 Amendment: This Agreement may only be amended by written instrument executed by the Parties.

13.2 Assignment: Subject to clause 13.3, a Party must not assign or deal with the whole or any part of its rights or obligations under this Agreement without the prior written consent of the other Party (such consent is not to be unreasonably withheld). 

13.3 Assignment of Debt: You agree that we may assign or transfer any debt owed by you to us, arising under or in connection with this Agreement, to a debt collector, debt collection agency, or other third party. 

13.4 Contracts (Rights of Third Parties) Act 1999: Notwithstanding any other provision of this Agreement, nothing in this Agreement confers or is intended to confer any right to enforce any of its terms on any person who is not a party to it.

13.5 Counterparts: This Agreement may be executed in any number of counterparts that together will form one instrument. 

13.6 Disputes: A Party may not commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, this Agreement (including any question regarding its existence, validity, or termination) (Dispute) without first meeting with a senior representative of the other Party to seek (in good faith) to resolve the Dispute. If the Parties cannot agree how to resolve the Dispute at that initial meeting, either Party may refer the matter to a mediator. If the Parties cannot agree on who the mediator should be, either Party may ask the Centre for Effective Dispute Resolution to appoint a mediator. The mediator will decide the time, place, and rules for mediation. The Parties agree to attend the mediation in good faith, to seek to resolve the Dispute. The costs of the mediation will be shared equally between the Parties. Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction. This clause will survive termination or expiry of this Agreement.

13.7 Entire agreement: This Agreement contains the entire understanding between the Parties and the Parties agree that no representation or statement has been made to, or relied upon by, either of the Parties, except as expressly stipulated in this Agreement, and this Agreement supersedes and extinguishes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, whether written or oral, in respect of its subject matter. Each Party agrees that it will have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.

13.8 Further assurance: Each Party must promptly do all things and execute all further instruments necessary to give full force and effect to this Agreement and their obligations under it.

13.9 Force Majeure: Neither Party will be liable for any delay or failure to perform their respective obligations under this Agreement if such delay or failure is caused or contributed to by a Force Majeure Event, provided that the Party seeking to rely on the benefit of this clause:

(a) as soon as reasonably practical, notifies the other Party in writing details of the Force Majeure Event, and the extent to which it is unable to perform its obligations; and

(b) uses reasonable endeavours to minimize the duration and adverse consequences of the Force Majeure Event.

Where the Force Majeure Event prevents a Party from performing a material obligation under this Agreement for a period in excess of 60 days, then the other Party may by notice terminate this Agreement, which will be effective immediately, unless otherwise stated in the notice. This clause will not apply to a Party’s obligation to pay any amount that is due and payable to the other Party under this Agreement. 

13.10 Governing law: This Agreement is governed by the laws of England and Wales. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in England and Wales and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.  

13.11 Notices: Any notice given under this Agreement must be in writing addressed to the relevant address last notified by the recipient to the Parties. Any notice may be sent by standard post or email and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.

13.12 Online execution: This Agreement may be executed by means of such third-party online document execution service as we nominate subject to such execution being in accordance with the applicable terms and conditions of that document execution service.

13.13 Privacy: We will only use your personal information as set out in our privacy policy. You can find our privacy policy at https://futurecorporatetechnologies.co.uk/privacy-statement

13.14 Relationship of Parties: This Agreement is not intended to create a partnership, joint venture or employment relationship between the Parties.

13.15 Severance: If a provision of this Agreement is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from this Agreement without affecting the validity or enforceability of the remainder of that provision or the other provisions in this Agreement. If any provision or part-provision of this Agreement is deemed deleted under this clause 13.15, the Parties will negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

13.16 VAT: All amounts payable by you under this Agreement are inclusive of amounts in respect of value added tax chargeable from time to time (VAT), unless otherwise stated. Where any taxable supply for VAT purposes is made under this Agreement by us to you, you agree, on receipt of a valid VAT invoice from us, to pay to us such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.

14. Definitions 

In this Agreement, unless the context otherwise requires, capitalised terms have the meanings given to them in this Agreement (including in the Schedule), and:

Agreement means these terms and conditions and any documents attached to, or referred to in, each of them, and includes any Agreed Proposal. 

Business Day means a day on which banks are open for general banking business in England and Wales, excluding Saturdays, Sundays and public holidays.

Confidential Information includes information which:

(a) is disclosed to the Receiving Party in connection with this Agreement at any time.

(b) is prepared or produced under or in connection with this Agreement at any time.

(c) relates to the Disclosing Party’s business, assets, or affairs; or

(d) relates to the subject matter of, the terms of and/or any transactions contemplated by this Agreement,

whether or not such information or documentation is reduced to a tangible form or marked in writing as “confidential”, and howsoever the Receiving Party receives that information.

Consequential Loss includes any consequential loss, indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise. The Parties acknowledge and agree that your obligation to pay us the Price under this Agreement will not constitute “Consequential Loss” for the purposes of this definition.

Disclosing Party means the party disclosing Confidential Information to the Receiving Party.

Energy Services means the provision of energy for the Premises, including gas and electricity.

Estimated Savings means the amount calculated as follows:

A minus B 

Where, A equals total fees you paid to your previous Supplier(s) for Energy Services at the Premises for the Equivalent Period

B equals the total fees that are expected to be paid to Supplier(s) for Energy Services at the Premises under the New Supplier Contract. 

‘Equivalent Period’ means the same length of time as the New Supplier Contract, immediately before you enter into the New Supplier Contract. 

‘New Supplier Contract’ means the new Supplier Contract(s) that you enter into as a result of our Services. 

ES Maximum Amount means that the Estimated Savings must not exceed the amount equal to 30% of the ‘A’ in the definition of Estimated Savings. 

Force Majeure Event means any event or circumstance which is beyond a Party’s reasonable control including but not limited to, acts of God including fire, hurricane, typhoon, earthquake, landslide, tsunami, mudslide or other catastrophic natural disaster, civil riot, civil rebellion, revolution, terrorism, insurrection, militarily usurped power, act of sabotage, act of a public enemy, war (whether declared or not) or other like hostilities, ionising radiation, contamination by radioactivity, nuclear, chemical or biological contamination, any widespread illness, quarantine or government sanctioned ordinance or shutdown, pandemic (including COVID-19 and any variations or mutations to this disease or illness) or epidemic.

Insolvency Event means where if a Party takes any step or action (or any analogous step or action) in connection with:

(a) its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring).

(b) applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986.

(c) being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring); or

(d) having a receiver appointed to any of its assets or ceasing to carry on business, or if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction.

Intellectual Property means any copyright, registered or unregistered designs, patents or trademarks, business names, get-up, goodwill, domain names, know-how, inventions, processes, trade secrets or Confidential Information, circuit layouts, software, computer programs, databases, or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements, or modifications of, the foregoing.

Intellectual Property Rights means for the duration of the rights in any part of the world, any industrial or intellectual property rights, whether registrable or not, and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future, including in respect of Intellectual Property. 

Laws means all applicable laws, regulations, codes, guidelines, policies, protocols, consents, approvals, permits and licenses, and any requirements or directions given by any government or similar authority with the power to bind or impose obligations on the relevant Party in connection with this Agreement or the supply of the Services.

Letter of Authority means the letter signed by you that gives us authority to act on your behalf for the purpose of providing the Services. 

Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), misrepresentation, restitution, indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a Party to this Agreement or otherwise.

Our Materials means all work, models, processes, technologies, strategies, materials, information, documentation, and services that we may provide to you under this Agreement, and which may contain material which is owned by or licensed to us and is protected by United Kingdom and international laws.

Personnel means, in respect of a Party, any of its employees, consultants, suppliers, subcontractors or agents, but in respect of you, does not include us.

Premises means any of your business premises’. 

Price means the price set out in the Schedule, as adjusted in accordance with this Agreement, and includes the Deposit (if any).

Receiving Party means the party receiving Confidential Information from the Disclosing Party.

Schedule means the schedule to this Agreement. 

Services means the Core Services and Additional Services.

Supplier means the energy supplier who will provide the Energy Services to you. 

Supplier Contract means any contract between you and a Supplier for Energy Services. 

Site Visit means us attending your Premises, upon request, for the purposes of performing the Services, including electrical vehicle charging, energy monitoring and/or energy procurement services.

15. Interpretation

In this Agreement, unless the context otherwise requires: 

(a) a reference to this Agreement or any other document includes the document, all schedules, and all annexures as novated, amended, supplemented, varied, or replaced from time to time.

(b) a reference to any legislation or law includes subordinate legislation or law and all amendments, consolidations, replacements, or re-enactments from time to time.

(c) a reference to a natural person includes a body corporate, partnership, joint venture, 

association, government or statutory body or authority or other legal entity and vice versa.

(d) no clause will be interpreted to the disadvantage of a Party merely because that Party drafted the clause or would otherwise benefit from it.

(e) a reference to a party (including a Party) to a document includes that party’s executors, administrators, successors, permitted assigns and persons substituted by novation from time to time.

(f) a reference to a covenant, obligation, or agreement of two or more persons binds or benefits them jointly and severally.

(g) any obligation on a Party not to do something includes an obligation not to allow that thing to be done.

(h) a reference to time is to local time in England; and

(i) a reference to £ or pounds refers to the currency of the United Kingdom from time to time.

Further T & C's and information for the (FEBC) Flexible Energy Buying Consortium:

https://flexibleenergyconsortium.com/terms-and-conditions

Further information on FCT Fees and Options:  https://futurecorporatetechnologies.co.uk/our-fees

Terms and Conditions updated 13th April 2024.