Terms & Conditions

These Terms and Conditions shall apply to the provision of services by One Unite Partnership Community Interest Company trading as Switch Aid, a company registered in England and Wales under number 10827474 and whose registered office is at Suite 5 Littleburn Business Centre, Mill Road, Langley Moor, Durham, DH7 8ET, (“Switch Aid”) to Clients that require its services.

  1. Definitions and Interpretation
    • In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
“Agreement” means the agreement entered into by Switch Aid and the Client incorporating these Terms and Conditions (or variation thereof agreed upon by both Parties) which shall govern provision of the Services;
“Business Day” means, any day (other than Saturday or Sunday) on which ordinary banks are open for their full range of normal business in London;
“Consumption Data” means all information either (i) in the Client’s possession, custody or control; and or (ii) held by any current of past Utility Provider and which relates to the Client’s consumption of Utilities from time to time, including any prices charged in relation to such consumption;
“Client” means the party procuring the Services from Switch Aid who shall be identified in the Proposal;
“Commencement Date” means the date of this Agreement;
“Confidential Information” means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with the Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such);
“Fees” means any and all sums due under the Agreement from the Client to Switch Aid, as specified in the Agreement;
“Good Cause” means a charity registered with the Charities Commission, a  school or a not for profit organisation or social enterprises that want to use their profits and assets for the public good;
“Letter of Authority” means the letter of authority signed by the Client granting Switch Aid the right to share and obtain Consumption Data from the Client’s Utility Provider and to otherwise engage with such Utility Provider on the Client’s behalf in connection with the Services;
“Procurement Fee” means the sum payable to Switch Aid by the Utility Provider as a result of the Client entering into a Utility Contract;
“Proposal” means the document issued by Switch Aid setting out the nature of the Services
“Services” means the services to be provided by Switch Aid to the Client in accordance with Clause 2 of the Agreement, as defined in the Proposal, and subject to the terms and conditions of the Agreement;
“Utilities” means each and any of the following: heat, power, water, gas, telecommunications and such other supplies as set out in the Proposal;
“Utility Contract” means the agreement to be entered into by the Client with the Utility Provider selected as a result of the Services for the supply to the Client of the Utility Services set out in such Utility Contract and on such terms as are agreed between the Client and the Utility Provider;
“Utility Provider” means any supplier to the Client from time to time of Utility Services, whether introduced to the Client by Switch Aid or otherwise involved in the supply of Utility Services to the Client and which are relevant to the Services supplied by Switch Aid to the Customer;
“Utility Services” means the supply of Utilities for consumption;
  • Unless the context otherwise requires, each reference in these Terms and Conditions to:
    • “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;
    • 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;
    • “these Terms and Conditions” is a reference to these Terms and Conditions as amended or supplemented at the relevant time;
    • a Clause or paragraph is a reference to a Clause of these Terms and Conditions or to a Clause of the Agreement, as appropriate; and
    • a “Party” or the “Parties” refer to the parties to the Agreement.
  • The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.
  • Words imparting the singular number shall include the plural and vice versa.
  • References to any gender shall include the other gender.
  • References to persons shall include corporations.
  1. Provision of the Services
    • With effect from the date of this Agreement, Switch Aid shall, throughout the Term of the Agreement, provide the Services to the Client.
    • The Services to be provided by Switch Aid shall be as set out in the Proposal and which may include any or all of the following:-
      • obtaining Consumption Data on behalf of the Client;
      • review of the Consumption Data;
      • identification of potential suppliers of Utilities based on the Client’s Consumption Data;
      • engagement with Utility Suppliers and conduct of tendering procedures, provision of information and management reporting to the Client regarding the proposed Utility Suppliers; and
      • supporting the Client in the negotiation of Utility Contracts.
    • Upon request, the Client shall provide Switch Aid with a signed Letter of Authority granting Switch Aid the exclusive right to enter into discussions with Utility Providers regarding the provision of Utility Services to the Client.
    • The Client acknowledges and agrees that:
      • Switch Aid are not acting as the Client’s agent in respect of the purchase of Utilities from any particular Utility Supplier;
      • Switch Aid are not responsible for, and will have no Liability to you in respect of, or in connection with, the provision of any Utility Services to the Client;
      • it is the Client’s responsibility to review and satisfy itself as to the terms of any Utility Contract;
      • Switch Aid shall make no representations nor provide any advice on the terms of any Utility Contract. Switch Aid cannot accept any Liability to the Client in respect of any Utility Contract.
      • any pricing or other information provided by Switch Aid to the Client in connection with the provision of Utility Services:
        1. is indicative only;
        2. does not constitute an offer by Switch Aid or any Utility Provider to supply Utility Services to the Client; and
        3. is subject to the Client entering into a valid and binding Utility Contract, to which Switch Aid shall not be a party.
      • Switch Aid may supply to any Utility Provider any information, data or document which Switch Aid has received from the Client;
      • any information the Client provides to Switch Aid in respect of its historic consumption of Utilities shall be accurate and complete in all respects, and the Client shall indemnify Switch Aid in respect of any failure by the Client to provide such information.
  1. Payment for Services
    • Unless otherwise expressly agreed in writing, in consideration for the provision of the Services, Switch Aid shall be paid the Procurement Fee by the Utility Provider which the Client enters into a Utility Contract with.
    • The Client shall provide Switch Aid with:
      • such information as Switch Aid may reasonably request in order to verify the cost and status of your Utility Contract; and
      • copies of any Utility Provider invoices and or any Utility Contract upon request.
    • The Client shall not commit any act or omission which has the object or effect of preventing Switch Aid’s ability to receive a payment from the Utility Provider under clause 3.1.
  1. Grant
    • The Grant shall be paid to the Client’s nominated Good Cause in equal annual instalments over the duration of the term of the Client’s contract with the Utility Provider. Switch Aid shall not be obliged to pay any Grant to the Good Cause until Switch Aid has received the Procurement Fee and the Good Cause has provided evidence of their charitable or not for profit status. The first Grant payment shall ordinarily be made within 120 days of Switch Aid receiving the Procurement Fee.
    • The amount of the Grant as set out in the Proposal is an estimate based upon the Client’s estimated future annual consumption. In the event the Client’s future consumption does not meet the estimated usage then the Grant may be reduced in proportion with the reduction in energy consumption by the Client.
    • Switch Aid shall use all reasonable efforts to ensure the Good Cause receives the Grant. The Good Cause shall be required to report upon their expenditure of the Grant. Should the Good Cause fail to evidence their charitable or not for profit status; fail in their reporting obligations for a 1 year period or should the Good Cause ceases to trade then Switch Aid reserves right to pay the Grant to the Switch Aid Foundation.
    • If the Utility Provider should reduce the Procurement Fee payable to Switch Aid at any time then Switch Aid shall be entitled to recalculate (in good faith) the Grant that they would have arisen in that period had these facts been known at the time the Grant was calculated. The Client shall, if so required by Switch Aid and without prejudice to Switch Aid’s other remedies, repay on demand the difference between such recalculated Grant and the Grant actually paid to the Client’s nominated organisation.
    • The Client can change their nominated Good Cause upon providing at least three calendar months’ notice. Any Grants or instalments of any Grant arising during such notice period shall accrued to and be paid to the earlier nominated Good Cause.
  1. Client’s Obligations
    • The Client shall use all reasonable endeavours to provide all pertinent information to Switch Aid that is necessary for Switch Aid’s provision of the Services.
    • The Client may, from time to time, issue reasonable instructions to Switch Aid in relation to Switch Aid’s provision of the Services. Any such instructions should be compatible with the specification of the Services provided in the Agreement.
    • In the event that Switch Aid requires the decision, approval, consent or any other communication from the Client in order to continue with the provision of the Services or any part thereof at any time, the Client shall provide the same in a reasonable and timely manner.
    • If any consents, licences or other permissions are needed from any third parties such as landlords, Utility Companies or similar, it shall be the Client’s responsibility to obtain the same in advance of the provision of the Services (or the relevant part thereof).
    • If the nature of the Services requires that Switch Aid has access to the Client’s property or any other location, access to which is lawfully controlled by the Client, the Client shall ensure that Switch Aid has access to the same at the times to be agreed between Switch Aid and the Client as required.
    • Any delay in the provision of the Services resulting from the Client’s failure or delay in complying with any of the provisions of Clause 3 of the Agreement shall not be the responsibility or fault of Switch Aid.
    • The Client shall remain responsible for reviewing any meter operation agreements, data collection and aggregation agreements and arrangements.
    • Switch Aid shall have the right, without further reference to the Client, to publicise the fact that the Client is, or was, a Client of Switch Aid and to utilise the Client’s name and logo in publicity materials in this respect. The Client agrees to Switch Aid describing in general terms the type of work Switch Aid has provided and the Grant provided for the Good Cause.
  1. Liability, Indemnity and Insurance
    • Subject to clause 6.2, 6.3 and 6.4, Switch Aid’s total liability for any loss or damage caused as a result of its negligence or breach of the Agreement shall be limited to the Procurement Fee.
    • Switch Aid shall not be liable for any loss or damage suffered by the Client that results from the Client’s failure to follow any instructions given by Switch Aid.
    • Nothing in these Terms and Conditions nor in the Agreement shall limit or exclude Switch Aid’s liability for death or personal injury.
    • This clause 6.4 sets out specific heads of excluded loss and exceptions from them:
      • Subject to clause 6.3, the types of loss listed in clause 4.2 are wholly excluded by the parties.
      • The following types of loss are wholly excluded:
        1. Loss of profits
        2. Loss of sales or business.
        3. Loss of agreements or contracts.
        4. Loss of anticipated savings.
        5. Loss of use or corruption of software, data or information.
        6. Loss of or damage to goodwill.
        7. Indirect or consequential loss.
        8. Wasted expenditure
        9. Additional costs of procuring and implementing replacements for, or alternatives to, Services not provided in accordance with this agreement. These include but are not limited to consultancy costs, additional costs of management time and other personnel costs, and costs of equipment and materials.
      • The Client shall indemnify Switch Aid against any costs, liability, damages, loss, claims or proceedings arising from loss or damage to any equipment (including that belonging to any third parties appointed by Switch Aid) caused by the Client or its agents or employees.
  1. Confidentiality
    • Each Party undertakes that, except as provided by sub-Clause 7.2 of the Agreement or as authorised in writing by the other Party, it shall, at all times during the continuance of the Agreement and for 2 years after its termination:
      • keep confidential all Confidential Information;
      • not disclose any Confidential Information to any other party;
      • not use any Confidential Information for any purpose other than as contemplated by and subject to the terms of the Agreement;
      • not make any copies of, record in any way or part with possession of any Confidential Information; and
      • ensure that none of its directors, officers, employees, agents, sub-contractors 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 of the Agreement.
    • Either Party may:
      • disclose any Confidential Information to:
        • any Utility Provider or associated party;
        • any sub-contractor or supplier of that Party;
        • any governmental or other authority or regulatory body; or
        • any employee or officer of that Party or of any of the aforementioned persons, parties or bodies;
      • to such extent only as is necessary for the purposes contemplated by the Agreement (including, but not limited to, the provision of the Services), or as required by law. In each case that Party shall first inform the person, party or body in question that the Confidential Information is confidential and (except where the disclosure is to any such body under sub-Clause 7.2.1.2 or any employee or officer of any such body) obtaining and submitting to the other Party a written confidentiality undertaking from the party in question. Such undertaking should be as nearly as practicable in the terms of Clause 7 of the Agreement, to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made; and
      • 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 the Agreement, or at any time after that date becomes, public knowledge through no fault of that Party. In making such use or disclosure, that Party must not disclose any part of the Confidential Information that is not public knowledge.
    • The provisions of Clause 7 of the Agreement shall continue in force in accordance with their terms, notwithstanding the termination of the Agreement for any reason.
  1. Force Majeure
    • No Party to the 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.
  1. Term and Termination
    • The Agreement shall come into force on the agreed Commencement Date and shall continue until the later of (i) 3 months; or (ii) 6 months from the date Switch Aid receives a Procurement Fee (or the last instalment of a Procurement Fee received by Switch Aid if it was paid in instalments), subject to the provisions of Clause 9 of the Agreement.
    • Either Party may immediately terminate the Agreement by giving written notice to the other Party if:
      • any sum owing to that Party by the other Party under any of the provisions of the Agreement is not paid within 40 Business Days of the due date for payment;
      • the other Party commits any other breach of any of the provisions of the Agreement and, if the breach is capable of remedy, fails to remedy it within 20 Business Days after being given written notice giving full particulars of the breach and requiring it to be remedied;
      • an encumbrancer takes possession, or where the other Party is a company, a receiver is appointed, of any of the property or assets of that other Party;
      • the other Party makes any voluntary arrangement with its creditors or, being a company, becomes subject to an administration order (within the meaning of the Insolvency Act 1986);
      • the other Party, being an individual or firm, has a bankruptcy order made against it or, being a company, goes into liquidation (except for the purposes of bona fide amalgamation or re-construction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other Party under the Agreement);
      • anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the other Party;
      • the other Party ceases, or threatens to cease, to carry on business; or
      • control of the other Party is acquired by any person or connected persons not having control of that other Party on the date of the Agreement. For the purposes of Clause 9, “control” and “connected persons” shall have the meanings ascribed thereto by Sections 1124 and 1122 respectively of the Corporation Tax Act 2010.
    • For the purposes of sub-Clause 9.2.2, a breach shall be considered capable of remedy if the Party in breach can comply with the provision in question in all respects.
    • The rights to terminate the Agreement shall not prejudice any other right or remedy of either Party in respect of the breach concerned (if any) or any other breach.
  1. Effects of Termination
    • Upon the termination of the Agreement for any reason:
      • Switch Aid shall be under no further obligations to pay the Grant to the Good Cause;
      • all Clauses which, either expressly or by their nature, relate to the period after the expiry or termination of the Agreement shall remain in full force and effect;
      • termination shall not affect or prejudice any right to damages or other remedy which the terminating Party may have in respect of the event giving rise to the termination or any other right to damages or other remedy which any Party may have in respect of any breach of the Agreement which existed at or before the date of termination;
      • subject as provided in Clause 10 of the Agreement and except in respect of any accrued rights neither Party shall be under any further obligation to the other; and
      • each Party shall (except to the extent referred to in Clause 7 of the Agreement) immediately cease to use, either directly or indirectly, any Confidential Information, and shall immediately return to the other Party any documents in its possession or control which contain or record any Confidential Information.
  1. No Waiver

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 a breach of any provision of the Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

  1. Further Assurance

Each Party shall execute and do all such further deeds, documents and things as may be necessary to carry the provisions of the Agreement into full force and effect.

  1. Costs

Subject to any provisions to the contrary each Party shall pay its own costs of and incidental to the negotiation, preparation, execution and carrying into effect of the Agreement.

  1. Set-Off

Neither Party shall be entitled to set-off any sums in any manner from payments due or sums received in respect of any claim under the Agreement or any other agreement at any time.

  1. Assignment and Sub-Contracting
    • Subject to sub-Clause 15.2, the Agreement shall be personal to the Parties. Neither Party may assign, mortgage, charge (otherwise than by floating charge) or sub-licence or otherwise delegate any of its rights thereunder, or sub-contract or otherwise delegate any of its obligations thereunder without the written consent of the other Party, such consent not to be unreasonably withheld.
    • Switch Aid shall be entitled to perform any of the obligations undertaken by it through any other member of its group or through suitably qualified and skilled sub-contractors. Any act or omission of such other member or sub-contractor shall, for the purposes of the Agreement, be deemed to be an act or omission of Switch Aid.
  1. Time

The times and dates referred to in the Agreement shall be for guidance only and shall not be of the essence of the Agreement and may be varied by mutual agreement between the Parties.

  1. Relationship of the Parties

Nothing in the Agreement shall constitute or be deemed to constitute a partnership, joint venture, agency or other fiduciary relationship between the Parties other than the contractual relationship expressly provided for in the Agreement.

  1. Non-Solicitation
    • Neither Party shall, for the Term of the Agreement and for a period of 3 months from its termination or expiry, employ or contract the services of any person who is or was employed or otherwise engaged by the other Party at any time in relation to the Agreement.
    • Neither Party shall, for the Term of the Agreement and for a period of 3 months after its termination or expiry, solicit or entice away from the other Party any customer or client where any such solicitation or enticement would cause damage to the business of that Party.
  1. Third Party Rights
    • No part of the Agreement shall confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to the Agreement.
    • Subject to Clause 15 of the Agreement, the Agreement shall continue and be binding on the transferee, successors and assigns of either Party as required.
  1. Notices
    • All notices under the 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.
    • Notices shall be deemed to have been duly given:
      • when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or
      • when sent, if transmitted by facsimile or e-mail and a successful transmission report or return receipt is generated; or
      • on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or
      • on the tenth business day following mailing, if mailed by airmail, postage prepaid.
    • In each case notices shall be addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.
  1. Entire Agreement
    • The Agreement contains the entire agreement between the Parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the Parties.
    • Each Party shall acknowledge that, in entering into the Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in the Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
  1. Counterparts

The Agreement may be entered into in any number of counterparts and by the Parties to it on separate counterparts each of which when so executed and delivered shall be an original, but all the counterparts together shall constitute one and the same instrument.

  1. Severance

In the event that one or more of the provisions of the Agreement and/or of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provision(s) shall be deemed severed from the remainder of the Agreement and/or these Terms and Conditions.  The remainder of the Agreement and/or these Terms and Conditions shall be valid and enforceable.

  1. Law and Jurisdiction
    • The Agreement and these Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.
    • Any dispute, controversy, proceedings or claim between the Parties relating to the Agreement or these Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.

 

SwitchAid Grants Process

All funds raised are passed to the chosen cause in the form of a Grant. Grants will be given out three times a year, at four monthly intervals. The access dates are as follows:

1st  April

1st August

1st December

If you have a Grant available within any of these time periods, you will receive an email letting you know that it is available on the 1st of the previous month (e.g you will receive an email on the 1st March to draw down the money on the 1st  April) or you can check “My Grants” within your SwitchAid portal.

You will also receive a Grant application form, which will need to be returned by 20th of that month in order to access the Grant within the explained time period.

You do not have to draw down the money at each Grant access date. For example, if you happen to miss the deadline or wanted to save for a bigger purchase, all monies will just be transferred over to the next access date.

Grants Evidence

We also require a small amount of evidence in the three months following the release of your Grant, to show that you have used the money for what you said it would be used for in the Grant application form.

This is because we are a registered not for profit (Community Interest Company) and need to prove what we are doing and how it is helping communities. so that we can keep this scheme running for years and years to come.

Your evidence could include photos or copies of receipts or invoices. For example:

 if you used the money for renovations, a photo or two of the work being carried out and an invoice for the work carried out would be enough;

or

if you used the money for a fun day, photos of the set up of the day and maybe one or two photos of people present would be all we needed.

If we do not receive the evidence within the three-month window, we would not be able to release the next Grant. If you have been unsuccessful in returning your evidence, the grant will then run over to the next access date, where you will be able to claim it once the evidence is returned to us.

If it is not possible to provide evidence within 3 months, please notify us by speaking with your grants manager, calling us on 0191 303 9404 or emailing support@switchaid.org.

If we have not received your evidence or hear back from your organisation for longer then a 12 month period we will presume that you either no longer want the funds or are no longer operating. In this instance, we will either reallocate the funds to a new good cause of the switchers choosing or to a like-minded organisation.

Account Details

We ask for your organisation’s bank account details at the point of processing your grant payment to enable us to get your funds to you. This information is restricted to:

  • Bank name
  • Account number
  • Sort code

For any questions about the grants process please call us on 0191 303 9404 or email support@switchaid.org.