Trading Terms

These Trading Terms (the “Terms”) govern the provision of commercial energy brokerage services by HENOC Limited, a company registered in England and Wales under company number 11414478 (“HENOC”, “we”, “us”, “our”), to the business client identified in a signed Letter of Authority, engagement email or written instruction (the “Client”, “you”). HENOC and the Client are each a “Party”.

HENOC only accepts business (non-domestic) clients. By instructing HENOC you confirm you are acting in the course of business and are authorised to bind the Client.

1. Services

• Bill and contract review: analysis of current supply arrangements, unit rates, standing charges, non-commodity elements and contract terms.
• Market comparison and tendering: approaching a panel of UK licensed energy suppliers on the Client’s behalf to obtain indicative and firm offers.
• Options presentation: presenting suitable supplier offers with a plain-English summary of pricing, term, non-commodity treatment, and material contract clauses.
• Contract placement support: preparing and submitting the Client’s chosen contract to the selected supplier.
• Ongoing account support: renewal timing, validation of invoices, issue escalation, and support with disputes referable to the Energy Ombudsman micro business scheme (where the Client qualifies).

2. Options, not advice

HENOC is an energy broker. HENOC presents options obtained from the market and provides factual, plain-English commentary to help the Client understand those options. HENOC does not give regulated financial, investment, legal, tax or accounting advice, and does not act as an appointed representative of any supplier. The Client is solely responsible for selecting a supplier and product and for the decision to enter into, extend or terminate any supply contract.

Any market commentary, forecasts or timing indicators are informational only. Wholesale markets are volatile and past movements are not a reliable indicator of future prices.

3. Letter of Authority

To act for the Client, HENOC requires a signed Letter of Authority (“LOA”) allowing HENOC to request information from current and prospective suppliers, distribution network operators and metering agents, and to negotiate on the Client’s behalf. The LOA does not authorise HENOC to sign or terminate any supply contract; the Client remains the contracting party with the supplier.

4. Client obligations

• Provide accurate, complete and up-to-date information, bills and contracts.
• Confirm authority to instruct HENOC and that the person signing the LOA is authorised to bind the Client.
• Notify HENOC promptly of any change in circumstances that could affect a live tender or contract, including changes of tenancy, occupancy, activity, meter or company structure.
• Review supplier contract documentation carefully before signing. The Client’s signature on a supplier contract is the point at which price and terms become binding with the supplier.

5. Fees and commission — transparency

HENOC is remunerated by (i) a commission from the selected supplier, typically expressed in pence per kWh (“uplift”), and/or (ii) a fee agreed in writing with the Client. Before the Client signs a supplier contract, HENOC will disclose in writing:

• the uplift, in p/kWh, applicable to that contract;
• the estimated total commission over the contract term, based on forecast volume; and
• any separate fee payable by the Client to HENOC.

HENOC does not receive undisclosed commissions. Commission is payable by the supplier and recovered through the unit rate; the Client’s total unit rate incorporates that uplift. Where HENOC charges the Client a fee directly, invoices are payable within 30 days of the invoice date. Late payment interest and reasonable recovery costs may be charged under the Late Payment of Commercial Debts (Interest) Act 1998.

6. Supplier relationships and conflicts

HENOC works with a panel of UK licensed energy suppliers. HENOC selects suppliers to approach on the basis of the Client’s consumption profile, credit profile and objectives. HENOC will disclose any material conflict of interest that could reasonably be expected to affect the objectivity of the options presented.

7. Data protection

Each Party will comply with applicable data protection laws, including the UK GDPR and the Data Protection Act 2018. HENOC acts as an independent controller of personal data it collects in the course of providing the Services. HENOC’s Privacy Policy sets out how personal data is processed. Where the Client provides personal data of its employees or representatives, the Client confirms it has the necessary lawful basis and has provided appropriate notices.

8. Confidentiality

Each Party shall keep confidential all non-public information disclosed by the other Party in connection with the Services and shall use it only for the purpose of performing or receiving the Services. This clause does not apply to information required to be disclosed by law, by a regulator, by the Energy Ombudsman scheme rules, or to professional advisers under equivalent duties of confidence.

9. Warranties

HENOC warrants that it will perform the Services with the reasonable care and skill expected of a competent commercial energy broker. Except as expressly set out in these Terms, and to the maximum extent permitted by law, all other warranties, conditions and terms implied by statute, common law or otherwise are excluded.

10. Liability

Subject to the following paragraph, and to the maximum extent permitted by law:

• HENOC shall not be liable for any loss arising from (a) inaccurate or incomplete information supplied by the Client or a third party, (b) any act or omission of a supplier, distribution network operator or meter operator, (c) movements in wholesale or non-commodity prices, or (d) the Client’s decision to enter into, decline, extend or terminate any supply contract.
• HENOC shall not be liable for any indirect, consequential or special loss, loss of profit, loss of revenue, loss of contract, loss of goodwill, loss of anticipated savings, loss of business opportunity, or loss or corruption of data, whether in contract, tort (including negligence), breach of statutory duty or otherwise.
• HENOC’s total aggregate liability to the Client in connection with the Services in any 12-month period shall not exceed the greater of (i) the total fees paid by the Client to HENOC in that period, or (ii) the total commission received by HENOC from suppliers in respect of contracts placed for the Client in that period, or (iii) £25,000.

Nothing in these Terms limits or excludes either Party’s liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for any other liability which cannot lawfully be limited or excluded.

11. Term and termination

These Terms take effect on the earlier of (a) the Client signing an LOA, or (b) the Client instructing HENOC in writing to act, and continue until terminated. Either Party may terminate on 30 days’ written notice. Either Party may terminate immediately if the other commits a material breach that is not remedied within 14 days of written notice, or becomes insolvent.

Termination does not affect (i) rights and liabilities accrued at the date of termination, (ii) HENOC’s entitlement to commission on contracts already placed for the Client with a supplier prior to termination, for the full term of those contracts, or (iii) clauses which by their nature are intended to survive.

12. Complaints and the Energy Ombudsman

HENOC is committed to resolving complaints promptly and fairly. Please raise any complaint by email to info@henoc.co.uk. If we are unable to resolve your complaint within eight weeks, or if we issue a deadlock letter earlier, eligible micro business clients may refer the matter to the Energy Ombudsman under the scheme under which HENOC is registered as a broker. Details of eligibility are available at energyombudsman.org.

13. Anti-bribery, sanctions and modern slavery

Each Party will comply with the Bribery Act 2010, applicable UK sanctions regimes and the Modern Slavery Act 2015. Neither Party will offer or accept any improper financial or non-financial advantage in connection with the Services.

14. Force majeure

Neither Party is liable for delay or failure to perform caused by events beyond its reasonable control, including acts of God, war, terrorism, industrial action, failure of utilities or telecommunications, cyber-attack, pandemic, or regulatory intervention.

15. Assignment and subcontracting

Neither Party may assign these Terms without the other’s prior written consent (not to be unreasonably withheld). HENOC may sub-contract elements of the Services to competent sub-contractors and remains responsible for their performance.

16. Notices

Notices must be in writing and sent to the email or postal address most recently notified by the recipient Party. Notices sent by email are deemed received on the next business day.

17. General

• Entire agreement: these Terms, together with any signed LOA and engagement email, form the entire agreement between the Parties and supersede any prior understandings.
• Variation: variations must be agreed in writing.
• Severance: if any provision is held unenforceable, the remainder shall continue in full force.
• No waiver: failure to enforce a right is not a waiver of it.
• Third-party rights: the Contracts (Rights of Third Parties) Act 1999 does not apply.
• Relationship: the Parties are independent contractors. Nothing creates a partnership, joint venture or agency beyond the express terms of the LOA.

18. Governing law and jurisdiction

These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes) are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction, save that HENOC may bring proceedings for unpaid sums in any competent court.

19. Contact

HENOC Limited, company registration 11414478. Email: info@henoc.co.uk. Telephone: 020 8050 0158. Registered broker under the Energy Ombudsman scheme.