CS Connections Limited: terms and conditions
In these terms and conditions CS Connections Limited company registered number
17022527 whose registered office is Office 5 Stock Close, Thornton, Liverpool, L23 4AF
is referred to as CS Connections.
The customer of CS Connections is referred to as the Customer
Definitions
“Agreement”: the contractual relationship between CS Connections and the Customer as
set out in these terms and conditions and Letter of Authority.
“Breach Fee”: payment due from the Customer to CS Connections in the event of a
Customer Breach.
“Commencement Date”: has the meaning given in clause 1.
“Commission Payment”: the payment CS Connections is entitled to receive from the
Supplier as a result of the Customer entering into the Contract.
“Confidential Information”: means such information as one party may provide to the other
as part of or in relation to this Agreement.
“Contract”: the contract entered into by the Customer (or by CS Connections on the
Customer’s behalf) with the Supplier for the supply of energy and as part of the Services and
any extensions to this Agreement.
“Customer Breach”: any act or omission of the Customer that represents a breach of the
terms of this Agreement by the Customer.
“Customer Obligations”: as set out in clause 2.
“Data Protection Legislation”: all relevant data protection and privacy legislation in force
from time to time in England and Wales a non exhaustive list of which includes the General
Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and
Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC)
and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as
amended.
“Letter of Authority”: such letters of authority being as the Customer may sign from time to
time.
“Services”: the services that CS Connections will provide to the Customer include
presenting the Customer with details of a proposed supply contract(s) from one (or a
number) of Suppliers from CS Connections ’s portfolio of suppliers for the Customer to
choose to accept and as set out in the Letter(s) of Authority.
“Supplier”: the supplier that the Customer choses to enter into a Contract with.
“Working Day”: Monday to Friday other than a public holiday in England.
1. SUPPLY OF SERVICES
The Customer agrees that:
(i) the Letter(s) of Authority constitutes a request by the Customer to purchase Services in
accordance with these conditions. This Agreement shall come into existence
(Commencement Date) when the Letter(s) of Authority signed by the Customer is received
by CS Connections;
(ii) in return for it requesting CS Connections to provide the Services CS Connections shall
do so and shall supply the Services to the Customer as per this Agreement; and
(iii) CS Connections is not a price comparison service. Although CS Connections works with
many suppliers of energy it does not have access to every such supplier.
CS Connections does not guarantee that it will arrange what a third party may claim is the
cheapest supply available. CS Connections considers a number of factors when assessing
which suppliers and which supply contracts are best suited to the Customer.
CS Connections will seek the option(s) that in its opinion is/are best suited to the Customer
with price of the supply being just one of the factors to consider.
2. CUSTOMER’S OBLIGATIONS
The Customer agrees:
(i) to co-operate with CS Connections in all matters relating to the Services and not in any
way through acts or omissions hinder, prevent or delay the provision of the Services;
(ii) to comply at all times promptly and completely with both this Agreement and any terms
and conditions of the relevant Supplier relating to the Contract including for the avoidance of
doubt the obligation to make all payments promptly to the Supplier under the Contract;
(iii) to provide such information, data or documents as CS Connections may request from
time to time;
(vi) to ensure that all information and documents provided to CS Connections is complete,
up to date and accurate at all times;
(v) to provide such assistance as CS Connections may reasonably require from time to time
in relation to the Services;
(vi) to immediately inform CS Connections in the event there is any change in the
Customer’s circumstances which may affect the provision of the Services and or impact the
Contract or proposed Contract;
(vii) to comply with the provisions of the Bribery Act 2010 and any other applicable
legislation;
(viii) not at any time whether directly or indirectly instruct, direct, permit, cause or allow the
Supplier to cease or withhold the payment of any Commission Payment to CS Connections;
and
(ix) not at any time to have entered into or enter into any other contract (for any reason
including due to a change in tenancy or change in occupancy) for the supply of energy
(“Other Contract”) for the whole or part of the intended period of the Contract whereby that
Other Contract provides energy and/or the Services, whether in whole or in part, to be
provided under the Contract.
3. CUSTOMER’S BREACH OF THE AGREEMENT: SUSPENSION AND
TERMINATION
The Customer’s attention is drawn to this clause: the consequences of the Customer
breaching this agreement
Without affecting any other right or remedy available to it CS Connections may as it sees fit
terminate or suspend the Agreement with immediate effect by giving written notice to the
Customer if:
(i) the Customer commits a material breach of any term of the Agreement and (if such a
breach is remediable) fails to remedy that breach to CS Connections satisfaction within
fourteen days of the Customer being notified in writing to do so;
(ii) the Customer takes any step or action in connection with its entering administration,
provisional liquidation or any composition or arrangement with its creditors (other than in
relation to a solvent restructuring), is subject to a winding up process (whether voluntarily or
by order of the court, unless for the purpose of a solvent restructuring), has a receiver
appointed to any of its assets or ceasing to carry on business; or
(iii) the Customer suspends, or threatens to suspend, or ceases or threatens to cease to
carry on all or a substantial part of its business.
In the event of such termination or suspension CS Connections is relieved of all its
obligations under the Agreement.
Further in the event of:
(i) termination (that may conclude suspension); or
(ii) any breach of a Customer Obligation for whatever reason
the Customer will on receipt of demand pay to CS Connections the Breach Fee. The Breach
Fee shall be a payment of whichever is higher either:
(i) representing the Commission Payment (or such balance of the Commission Payment yet
to be paid to CS Connections) which CS Connections would have received from the Supplier
but is not received or will not be received due to the Customer Breach; or
(ii) a fixed amount of £750 per meter.
The Customer agrees that the Breach Fee, whether fixed or Commission Payment based,
represents the reimbursement of loss suffered by CS Connections resulting from the
Customer Breach. It does not represent an unfair gain or windfall on the part of CS
Connections that is in the nature of or is capable of falling within the definition of a penalty.
The Commission Payment for the purposes of this clause is calculated on the basis of the
consumption as set out in the Contract or related documents.
The Breach Fee is due to be paid as per this clause irrespective of any date or dates the
Supplier may have been due to make the Commission Payment to CS Connections.
4. CHANGE OF TENANCY
The Customer’s attention is drawn to this clause: the requirement to notify CS
Connections of a change of tenancy (as defined) and the consequences of failing to
do so
Where a customer enters into a contract through CS Connections but permanently vacates
the relevant premises either before the supply of energy commences or during the period of
supply under that Contract the Contract will terminate. This is called a change of tenancy (“a
COT”).
A COT involves either (i) a party not connected to or associated with the Customer taking
over the premises (a party is connected to the Customer if it falls within the definition set out
in sections 1122 and 1123 Corporation Tax Act 2010) or (ii) the premises becoming vacant
for a minimum period of three months following the Customer’s departure.
CS Connections fees are adjusted by a Supplier if a COT occurs. It is therefore important
that CS Connections receives from the Customer at least fourteen Working Days before the
date of
vacating the premises written confirmation of the change together with evidence of the COT
satisfactory to CS Connections, this may include (a non-exhaustive list by way of example
only) a land sale contract/TR1, assignment or surrender of a lease certified by the Cus-
tomer’s
solicitor.
The written notice from the Customer must include a letter from the Customer’s solicitor
confirming that the vacation of the premises is a COT as set out above and provide sufficient
detail to enable CS Connections to satisfy itself as to the nature of the COT.
Failure to so notify CS Connections in the event of a COT will incur a fee for the loss/reduc-
tion in the commission the supplier pays to CS Connections. In those circumstances
CS Connections reserves the right to charge the Customer a one off fee of £750 per meter
or the
total value of the Commission Payment CS Connections would have received in
relation to the Contract, whichever is the higher figure. In calculating the said fee PreAction
Client will apply a discount percentage to reflect Commission Payment that has actually
been received (subject to a minimum failed Contract fee of £750 per meter).
5. LITIGATION COSTS
The Customer’s attention is drawn to this clause: should the Customer and CS
Connections become involved in court proceedings then the Customer shall
reimburse CS Connections ’s legal costs and expenses
In the event of the Customer and CS Connections becoming party to any court proceedings
for whatever reason and howsoever commenced or caused the Customer shall reimburse
CS Connections on demand on an indemnity basis for all legal costs and expenses incurred
by
CS Connections directly or indirectly in connection with those court proceedings.
6. CONSEQUENCES OF TERMINATION
Termination or expiry of the Agreement shall not affect:
(i) any rights, remedies, obligations or liabilities of the parties that have accrued up to the
date of termination or expiry;
(ii) the liability of the Customer to CS Connections in the event of a Customer Breach; and
(iii) in any event any liability of the Customer to make a payment to CS Connections of
this agreement.
7. COMMISSION PAYMENTS TO CS CONNECTIONS
The Customer’s attention is drawn to this clause: the commission payments that will
be made to CS Connections
The Customer agrees and acknowledges the Commission Payment will be due to be made
to CS Connections. The timing and amount of the Commission Payment varies from
Supplier to Supplier. The Commission Payment is included within the price charged per unit
of energy in the Contract. By way of example if the Commission Payment for the supply of
energy was 0.5 per unit then the amount payable per unit under the Contract by the
Customer would be (i) base price of the unit plus (ii) 0.5p per unit.
Therefore a supply of 40,000 units per year over a two year period would result in total
commission payment of £400 for that two year supply.
Should at any time the Customer wish to be provided with more information as to the
Commission Payment then it should contact CS Connections.
8. LIMITATION OF LIABILITY
The Customer’s attention is drawn to this clause: limits to the liability of CS
Connections to the Customer
The Customer acknowledges and agrees that by entering into the Contract the Customer
contracts directly with the Supplier and not CS Connections for the supply of energy. The
Customer therefore further acknowledges that CS Connections incurs no liability arising from
or in connection with the Customer’s obligations and liabilities arising under the Contract.
The Agreement does not seek to avoid CS Connections ’s liability to the Customer where
such liability arises from dishonesty on the part of CS Connections or death or personal
injury on the part of the Customer.
CS Connections ’s total liability (including any principal, interest, costs and charges
whatsoever and howsoever arising) to the Customer shall not in any event exceed the
amount of the Commission Payment received by CS Connections.
The Customer acknowledges and agrees that CS Connections, its representatives, agents
and employees shall incur no liability to the Customer by virtue of the Agreement or in
relation to it save where such liability is incapable of being excluded by law.
Subject to the above CS Connections incurs no liability to the Customer that arises under or
in connection with this Agreement in respect of:
(i) loss of profits;
(ii) loss of sales or business;
(iii) loss of agreements or contracts;
(iv) loss of anticipated savings;
(v) loss of or damage to goodwill; or
(vi) indirect or consequential loss.
Should the Customer assert liability on the part of CS Connections then it must notify CS
Connections in writing to that effect:
within six calendar months of the first event said to give rise to such liability coming to the
attention of the Customer, its agents or representatives; or
within six calendar months of the first event said to give rise to such liability which ought
reasonably to have come to the attention of the Customer.
The notice must be in writing and must identify the event and the grounds for the claim in
reasonable detail and provide copies of all relevant documents and information.
In the absence of such timely notification CS Connections shall have no liability to the
Customer.
CS Connections makes no express warranties and specifically disclaims any implied
warranties with respect to the performance of Services to the extent permissible by law.
This clause survives termination of the Agreement.
8. DATA PROTECTION
CS Connections does not anticipate receiving any personal data (as defined in data
protection legislation from time to time) from the Customer other than contact details of the
relevant personnel who are responsible for dealing with the Agreement.
The Customer agrees that CS Connections may share such contact details with the
Supplier, its agents and representatives.
Each party shall comply with all the obligations imposed on a controller under the Data
Protection Legislation.
9. CONFIDENTIALITY
Neither party shall disclose to any third party any Confidential Information in respect of the
other at any time acquired in connection with the Agreement and no reference is to be made
to this Agreement by either party in any advertising publicity or promotional material without
prior written consent of the other party.
10. NOTICES
Any notice given to a party under or in connection with the Agreement shall be in writing and
shall be delivered by hand or by pre-paid first-class post or other next Working Day delivery
service at its registered office (if a company) or its principal place of business (in any other
case) or by email (to such email address as the parties notify each other from time to time)
Any notice shall be deemed to have been received:
(i) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the
proper address;
(ii) if sent by pre-paid first-class post or other next Working Day delivery service, at 9.00 am
on the second Working Day after posting or at the time recorded by the delivery service; or
(iii) if sent by email the Working Day after the email was sent.
11. DISPUTE RESOLUTION
The parties will each use their reasonable efforts to negotiate in good faith and settle any
major or material dispute that may arise out of or relate to the Agreement. The dispute shall
be referred to representatives (internal or external) nominated by the Parties who will
communicate in good faith in order to try and resolve the dispute.
If the parties fail to reach agreement in the structured negotiations within twenty one days
either party may then refer any dispute to litigation.
12. GENERAL MATTERS
The Customer agrees that any payment it is due to make to CS Connections under the
Agreement or otherwise shall be paid within seven days of receiving demand for the same
and that it enjoys no right of set off, defence, counter claim or other reason to withhold or
delay payment.
VAT is due to be paid on any amount owed by the Customer to CS Connections.
If any term or provision of the Agreement is held invalid, illegal or unenforceable for any
reason by any court of competent jurisdiction, such provision shall be severed and the
remainder of the provisions shall continue in full force and effect as if the Agreement had
been agreed with the invalid, illegal or unenforceable provisions eliminated.
The Agreement constitutes the entire agreement between the parties and supersedes any
previous agreement or understanding. The Agreement may not be varied except in writing
between the parties.
No failure or delay by either party in exercising any of its rights under the Agreement shall be
deemed to be a waiver of that right, and no waiver by either party of any breach by the other
shall be considered as a waiver of any subsequent breach of the same or any other
provision.
The parties acknowledge and agree that the Agreement shall not establish or constitute any
relationship of partnership, joint venture, franchise or agency between the parties and except
as otherwise expressly provided or agreed neither party shall have the power to bind the
other without the other's prior written consent.
The Customer agrees not to assign, mortgage, charge, transfer, subcontract, delegate,
declare a trust over or deal otherwise with any of its rights and obligations under this
Agreement.
The Customer grants CS Connections a fully paid-up, non-exclusive, royalty-free, non-
transferable licence to copy and modify any materials and information provided by to the
Customer to a Supplier in relation to a potential Contract.
CS Connections will use its reasonable endeavours to deliver the Services in a timely
manner but time shall not be of the essence for performance of the Services.
The Customer agrees that CS Connections does not incur any liability for delay in
performing, or failure to perform, any of its obligations as per this Agreement in the event
such delay or failure result from partially or entirely events, circumstances or causes beyond
CS Connections ’s reasonable control.
Unless it expressly states otherwise this Agreement does not give rise to any rights under
the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
This Agreement shall be governed by the laws of England and Wales and the parties submit
to the exclusive jurisdiction of the courts of England and Wales.