Terms and conditions
In this document you will find the detailed terms and conditions of service for Trufl Limited.
If you have any specific questions in relation to our terms and conditions, our Customer Service team will be more than happy to help. Likewise, if you feel that we did not handle your issue in the right way or there is a problem we might be able to fix, please get in touch. Your views are very important to us. If we have not delivered the standard of service you expected, or if we made a mistake, we would like to know. We will investigate the situation and set about putting it right as quickly as we can, if we can. We don’t want to make the same mistake again, so your feedback is very important to us.
TERMS AND CONDITIONS OF SERVICE
The following definitions apply to these Terms and Conditions of Service (the “Terms”):
Trufl: means Trufl, which is a company registered in England and Wales under company number 10975255 and which has its registered and trading office at
Unit 3a, Hylton Park Sunderland Enterprise Park, Wessington Way, Sunderland, England, SR5 3HDC
all Centre: means the call centre operated by Trufl for the purposes of providing the Services.
COT / COO: means Change of Tenancy / Change of occupancy and is where a contract is terminated on such basis
Credit Score Criteria: means the credit rating requirements as may be determined and required by Trufl and/or the Supplier from time to time in order for a Customer to qualify to use the Services and contract with a Supplier.
Customer: means any non-domestic commercial customer who satisfies the eligibility requirements set out in clause
3.2 and to whom Trufl agrees to supply any of the Services from time to time.
Shield Service: means the renewal service that Trufl provides to the Customer whereby the Customer gives Trufl the authority to negotiate, secure and enter into new Supply Contracts on behalf of the Customer and to terminate any existing Supply Contracts relating to each separate Supply Number during the Term applicable to any such Supply Number.
Existing Supplier: means the Customer’s existing third party energy/utilities supplier.
Intellectual Property Rights: means any and all intellectual property rights, including without limitation; copyright, patents, rights in inventions, design rights, trademarks, service marks (in each case whether registered, unregistered or the subject of an application to register), moral rights, database rights, rights in computer programs, semi-conductor topographies, confidential information, trade secrets, know-how, business, trade and domain names, rights in goodwill and rights to bring a claim for passing off, unfair competition rights and all similar, like and analogous rights wherever held in the world and all extensions revivals and reversions thereof and, in each case, all equivalent forms of protection which subsist now or which subsist in the future.
Letter of Authority: means a letter that the Customer will sign authorising Trufl to act on its behalf and to contact and liaise with the Customer’s Existing Supplier, as may be required in the course of Trufl providing the Services.
Non-Live Administration Fee: has the meaning set out in clause
Procurement Service: means the tendering/quoting service that Trufl agrees to provide to the Customer whereby the Customer is provided with information on Suppliers’ prices in relation to the services and products offered by the Suppliers.
Quotation: means a quotation provided to the Customer by Truflon behalf a Supplier which sets out the terms and prices upon which a Supplier may be prepared to supply the Supplier Services to the Customer.
Services: the services provided by Trufl whether via the Site, the Call Centre or otherwise, to which the Customer chooses to subscribe from time to time, which shall include the Procurement Service, Shield Service, the Switching Service.
Site: means the website
Supplier: means any third party energy/utilities supplier of services and/or products as may be selected by Trufl and/or listed on the Site from time to time.
Supplier Services: means the energy/utilities supply services and/or products as may be agreed to be provided by a Supplier to a Customer from time to time.
Supply Contracts: means contracts with energy Suppliers for the supply of electricity and/or gas.
Supply Number: means electricity or gas meter points with administration or reference numbers.
Switching Service: means the switching service that Trufl agrees to provide to the Customer whereby Trufl agrees to either: (i) facilitate the switching of the Customer to the Supplier; or (ii) assist in the renegotiation of the Customer’s arrangements with its Existing Supplier; in each case if the Customer has accepted a Supplier’s Quotation presented to it as part of the Procurement Service.
2. Application of terms
2.1 Subject to clause 2.2 below, these Terms shall apply to the provision of any Service by Trufl to a Customer and shall apply in place of, prevail over and supersede any other terms or conditions contained or referred to elsewhere (whether in correspondence or otherwise) or implied by trade, custom, practice or course of dealing unless specifically agreed to in writing by Trufl or a Trufl authorised representative.
2.2 From time to time Trufl may supplement these Terms with additional terms relevant to the provision of certain Services, including without limitation the Contract Management Services. These additional terms may be placed on the Site and/or sent to you and you agree that any such additional terms are hereby incorporated into these Terms.
3. Subscribing to the Services
3.1 In order to use any of the Services, the Customer will need to register in the means of signing a Letter of Authority with Trufl via the Call Centre or the Site. Trufl may, in their sole discretion, refuse to register any business as a Customer.
3.2 In order to be eligible to register to use the Services, the Customer must: a) be a business that is resident in the UK; b) be aged eighteen years or over (if a sole trader); c) meet any Credit Score Criteria required by Trufl and/or any Supplier; and d) be able to provide Trufl with all such relevant information as Trufl may require in order to provide the Services to the Customer.
4. Provision of Services
4.1 If the Customer opts for, and Trufl agrees to provide, the Procurement Service, Trufl will use its reasonable endeavours to negotiate and secure prices on behalf of the Customer and will provide the Customer with any relevant Quotations obtained by the Suppliers for consideration by the Customer. Trufl and the Supplier reserve the right to revise, amend or withdraw any Quotation at any time upon informing the Customer.
4.2 The provision of any Quotation by a Supplier via Trufl does not constitute an offer to the Customer and the terms of a Quotation and duration for which any Quotation will be valid will vary depending on the Supplier. The Customer’s acceptance of a Quotation constitutes a non-revocable offer by the Customer to engage the Supplier to provide the Supplier Services and once such an offer has been made by the Customer, the Customer shall be committed to such offer and shall not be entitled to revoke the offer.
4.3 All offers made by Customers shall be subject at all times to the Supplier’s acceptance and the Supplier shall be entitled at any time to refuse to accept a Customer’s offer for any reason at the Supplier’s sole discretion.
4.4 Trufl may check your credit score before the contract starts, before the start of a pricing period and at other times during this contract.
4.5 If the Customer makes an offer based on a Quotation, and if the Supplier accepts the Customer’s offer, Trufl will provide the Switching Service which will include organising the contract between the Supplier and the Customer (the “Contract”) for the supply and purchase of the Supplier Services. Trufl shall not be responsible for any delay or failure caused by any Supplier or Existing Supplier in relation to affecting any transfer.
4.6 Trufl will arrange the Contract based on the information provided by the Customer to Trufl. Following the submission of the Contract, the Customer’s information will be confirmed by Trufl with the Customer by email, via the Call Centre or by letter. It is the Customer’s responsibility to ensure at this point that all the Customer information is true, accurate, complete, reliable and current in all respects and to inform Trufl promptly if there are any errors and/or if any amendments are required. If any of the Customer information needs to be amended or rectified, this may result in the transfer being delayed or rejected by the Supplier.
4.7 Once the Contract is in final form, Trufl will send a summary of the key terms of the Contract to the Customer. The Customer must check that all the details are correct and must inform Trufl of any errors and/or amendments within 24 hours of receipt.
4.8 If the Contract with the Supplier fails to go live or is cancelled and the Customer subsequently decides to not proceed with the Contract to the Supplier in respect of which Trufl has performed the Procurement Service and the Switching Service. Reasons may include but not limited to (Agreeing to an alternative contract with any supplier including existing / Submitting a COT/COO/ Disconnection of meter), Trufl shall be entitled to charge the Customer an administration fee of the value equating to 5% of the total value of the Contract to the Supplier plus VAT (the “Non-Live Administration Fee”).
4.9 The Customer acknowledges that by entering into a Contract with a Supplier, the Customer will be contracting directly with the Supplier and not with Trufl. The Customer agrees that Trufl is not liable in any way about any transactions, dealings or arrangements of any kind made between the Customer and any Supplier and that any such transaction, dealing or arrangements (including, without limitation, any payment obligations of the Customer thereunder) are the Customer’s sole risk and responsibility.
4.10 If the Customer opts for, and Trufl agrees to provide the Shield Service, Trufl will use all reasonable endeavours to secure a new Supply Contract relating to any Supply Number for which the customer is then eligible from Energy Suppliers featured in the Trufl Supplier Panel.
4.11 The Shield service will commence on the date the Customer signs a copy of the Shield service contract and end on the date on which either the customer or Trufl terminates the agreement in accordance with the directions on the Shield services contract.
4.12 By signing the Shield services contract the Customer agrees to the terms of that contract which also includes these general Trufl Terms and Conditions of Service.
4.13 The Customer then appoints Trufl in relation to the negotiation and execution of a new Supply Contract once the then existing Supply Contract has reached its Shield date for that Supply Number or the first business day thereafter.
4.14 The Shield service Date is one of twelve possible dates in the calendar year, with one occurring every calendar month. Trufl will select the most suitable date that provides the optimum time frame to secure your new Supply Contract.
4.15 The Customer has the right to terminate the Shield services Contract by following the directions in the Shield services contract, and Trufl will take no action on the next Shield Date for any Supply Number (s) in respect of which Term of its appointment has been terminated.
4.16 Trufl will provide the Customer with updates at appropriate times to their designated email account detailing the status of the Supply Contracts, the Shield dates for each Supply Contract, and a reminder of how to revoke the Shield services contract with Trufl.
4.17 The Customer undertakes to inform Trufl promptly, and not less than 5 working days prior to any relevant Shield date of the following:
4.17.1 A change of tenancy (COT) of the Customer
4.17.2 Any significant increase or decrease of electricity or gas requirements at the Customer’s premises.
4.17.3 If the Customer’s business changes hands or another party assumes financial responsibility.
4.17.4 If the Customer’s designated email address changes 4.17.5 If the Customer’s business ceases trading or enters into any form of insolvency procedure. Any changes should be sent to Trufl via email at email@example.com or to our address.
4.18 In the event that a new Supply Contract does not go live for any unforeseen reason beyond Trufl’s control, the applicable Supply Number will be removed from the Shield services contract, other Supply Numbers on the contract will not be affected.
5.1 Save in respect of clause 4.8 above, there is no fee due from a Customer Trufl for providing the Services. However, Trufl reserves the right to be entitled to charge for any of the Services and/or impose charges at any time in its sole discretion, upon reasonable notification to the Customer. If the Customer does not agree to such charges, the Customer shall be entitled to opt out of receiving the Services to which it had subscribed.
5.2 Trufl is remunerated by commission from the Supplier as a result of Trufl securing and finalising the Supply Contract between the Customer and the Supplier. This commission is included in the rates Trufl arranges for the Customer and is based on the estimated consumption for the term of the Supply Contract and the commission agreement we have with the Supplier. There are no extra payments that the Customer has to pay directly to Trufl. Some Suppliers may make additional payments to Trufl based on the size and/or profitability of its account with that Supplier or new initiatives; for instance if Trufl places more than one meter for a Customer, or arranges a certain volume of contracts and/or repeat contracts with a Supplier, that Supplier may pay Trufl more commission than for a single switch. Additionally, Trufl may continue to receive commission from the Supplier Trufl places a Customer with after their contract has ended, but the Customer has not renewed their contract or switched elsewhere. Trufl earns commission in order to make sure it can keep providing you with the best possible and most comprehensive service.
5.3 Any Administration Fee payable under clause 4.18 above shall be payable to Trufl by no later than 30 days from the date of the invoice for the same.
5.5 Without prejudice to Trufl’s other rights and remedies, if the Customer fails to pay when due any amount payable by it under or in connection with these Terms, it shall forthwith on demand by Trufl pay interest on the overdue amount from the due date until the date of actual payment (after as well as before judgment) at the rate of 8 per cent per annum or such percentage equivalent to the statutory rate of interest prescribed for judgments from time to time in place. In the alternative and where appropriate, Trufl reserves the right to claim interest pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.
6. Customer’s obligations
6.1 In addition to the Customer’s other obligations set out in these Terms, the Customer warrants, represents and undertakes: a) to co-operate with the Supplier(s) in all matters relating to the Services including, without limitation, providing all relevant information in a timely manner as the Supplier(s) and/or Trufl may require from time to time and that all such Customer information will be true, accurate, complete, reliable and current in all respects; b) to comply at all times with these Terms and any applicable terms and conditions imposed by a Supplier in relation to the supply of the Supplier Services; c) that any password, user details and/or account number allocated to or created by the Customer to enable the Customer to use the Services shall be kept confidential by the Customer at all times. Trufl will be entitled to assume that any person using the Customer’s password, user details and/or account number is the Customer or someone doing so with the Customer’s permission. The Customer shall be responsible and liable for any actions of any person using the Customer’s password, user details and/or account number and shall immediately notify Trufl of any unauthorised use of the same.
6.2 The Customer agrees to notify Trufl of any intention to submit a COT/COO prior to submitting any documentation to the Supplier. This can be done by contacting our customer services team
Customer Service Team can be reached on 0191 303 7750 or firstname.lastname@example.org
7. Intellectual property rights
The Customer agrees that any and all Intellectual Property Rights in or to the Services, any information and/or materials provided the Customer, the Site and any content therein (including, without limitation, the look and feel of the Site) shall remain owned Trufl and/or its licensors and any use or attempted use of any of the same shall constitute an infringement of Trufl (and/or its licensors’) Intellectual Property Rights and may expose the Customer to both civil and criminal liability.
8.1 Without prejudice to the foregoing and any other rights and remedies that Trufl may have, Trufl shall be entitled to terminate or suspend the Services immediately upon written notice to the Customer in the event that: (a) the Customer is in breach of any of the provisions of these Terms and that in the case of a breach capable of remedy, such breach shall not have been remedied within 7 days of the date of a written notice from Trufl to the Customer specifying such breach; or (b) Trufl suspects on reasonable grounds that the Customer may have committed or attempted to have committed any fraud against Trufl and/or any Supplier.
8.2 The Customer hereby agrees to indemnify, keep indemnified, defend and hold Trufl and its parent companies, subsidiaries, affiliates and each of their respective officers, directors, employees, owners, agents, suppliers, contractors, partners, information providers and licensors harmless from and against any and all claims, damages, liability, demands, losses, costs and expenses (including legal fees) (whether or not foreseeable or avoidable) incurred or suffered by any of such parties and any claims or legal proceedings which are brought or threatened arising out of or in connection with any use by or conduct of the Customer in relation to any of the Services, any transactions, dealings or arrangements made with any third party as a result of using the Services or any breach of any of the provisions of these Terms or of any law or the rights of any third party.
9. Limitation on Liability
9.1 Trufl will exercise all reasonable skill and care in providing the Services. However, the performance of the Services by Trufl may be dependent upon third parties (including, without limitation, Suppliers and Existing Suppliers) and Trufl is not able to guarantee or accept any responsibility for any failure or delay caused by such third parties or for any inaccurate, incomplete or unreliable information provided to the Customer by such parties via Truf.
9.2 Trufl shall use its reasonable endeavours to ensure that all pricing information provided by Trufl to the Customer as part of the Procurement Service is accurate, current and reliable in all material respects. However, save in respect of the foregoing, Trufl does not warrant and excludes all liability in respect of the accuracy, completeness, fitness for purposes or legality of any information accessed as a result of the Customer’s use of the Services, the Site or the Call Centre or otherwise communicated by Trufl to the Customer.
9.3 Except as expressly provided in these Terms, the Services and the Site are provided on an “as is” basis without representation or warranty of any kind and to the fullest extent permissible pursuant to applicable law Trufl disclaims all other conditions, representations, statements and warranties, either express or implied (whether by common law, custom, statute or otherwise).
9.4 Subject to the foregoing, if by any mistake, act or omission of Trufl in the performance of the Services, the Customer suffers a direct financial loss as a result of such mistake, act or omission, Trufl will compensate the Customer for such direct loss on the following basis: a) the Customer must submit any claim within 3 months of identifying the mistake, act or omission that has resulted in such direct loss and must follow Trufl ‘s claims process; and b) Trufls total liability for all losses of whatever nature suffered by the Customer as a result of such mistake, act or omission is strictly limited to the lesser of: (i) the amount that the Customer would have saved but for Trufl’s mistake, act or omission; or (ii) the commission fee up to a maximum value of £1,000 earned by Trufl from the Supplier as a result Trufl securing and finalising the Contract between the Supplier and the Customer.
c) Subject to clause 9.5, the Customer acknowledges and agrees that Trufl shall not be liable for: (a) any indirect loss, claim or damage, or any punitive, special, incidental or consequential damages of any kind that are not directly associated with the Customer’s claim; (b) any loss of profit or savings; (c) loss or corruption of data or information; (d) loss of contracts, business or opportunity; (e) damage to goodwill or reputation(s); in each case whether direct or indirect and in each case whether based in contract, tort (including without limitation negligence), strict liability, or otherwise, arising out of or in connection with these Terms, the Services, the Site and/or any use thereof, in each case even if Truflhas been forewarned or is aware of the possibility of such loss or damage.
9.5 Trufl does not exclude or limit its liability (if any) in any way: a) for death or personal injury caused by Trufl’s negligence; b) for fraud or fraudulent misrepresentation; or c) for any matter from which it is unlawful to exclude, or attempt to exclude, Trufl liability.
10. Data protection
The Customer also grants Trufl permission to investigate their supply details on the relevant industry databases (including but not limited to Transco, Xoserve, ECOES, Companies House, HRMC, The Charity Commission for England and Wales) in order to provide any quotation, or facilitate any contract or transfer.
11. Force majeure
Trufl shall have no liability to the Customer if it is prevented from or delayed in performing any of its obligations in relation to the provision of any of the Services, or from carrying on its business, by acts, events, omissions or accidents beyond Trufl ‘s reasonable control, including (without limitation) strikes, lock-outs or other industrial disputes (whether involving the workforce of Trufl or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors, and Trufl shall be entitled to a reasonable extension of the time for performing such obligations in the event of any such occurrence.
12. No Waiver
Any failure or delay by Trufl to enforce any of its rights under these Terms is not to be taken as or deemed to be a waiver of that or any other right unless Trufl acknowledges and agrees to such a waiver in writing.
If any clause or part of a clause of these Terms is, or becomes, invalid, illegal or unenforceable, then that clause or part of a clause shall be deemed to be deleted from these Terms. Any such deemed deletion shall not affect the validity, legality or enforceability of the remainder of these Terms.
14. Third Party Rights
Except as expressly provided in clause 8.2, the parties agree that the provisions of these Terms are personal to them and are not intended to confer any rights of enforcement on any other third party. The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Contract or to any of its provisions, other than clause 8.2.
15. Transfer of rights and obligations
15.1 These Terms are binding on the Customer and Trufl and on each parties’ respective successors and assigns.
15.2 The Customer may not transfer, assign, charge or otherwise dispose of these Terms, or any of its rights or obligations arising under them, without Trufl’s prior written consent.
15.3 Trufl may at any time transfer, assign, charge, sub-contract or otherwise dispose of these Terms, or any of its rights or obligations arising under them.
16. Entire Agreement
17. Governing Law and Jurisdiction
These Terms are governed by the laws of England and Wales and the parties agree to submit to the non-exclusive jurisdiction of the English Courts.