TERMS AND CONDITIONS

1. Definitions and Interpretation

Interpretation

• 1.2 References to legislation, regulation, licence conditions, Ofgem guidance, ADR schemes, Ombudsman schemes, Codes of Conduct or industry rules include such instruments as amended, replaced, extended or re-enacted from time to time.
• 1.3 The words “including”, “includes” and “in particular” are illustrative and do not limit the generality of the preceding words.
• 1.4 References to writing include email, electronic signature, CRM record, website submission, WhatsApp message, SMS message, recorded-call transcript and other electronic communications.
• 1.5 Any obligation on the Customer applies equally to its directors, employees, officers, trustees, committee members, agents, representatives, landlords, tenants, occupiers and Connected Parties where such persons act, purport to act or communicate in relation to the Services, but this is for Lloyd Energy's protection only and does not grant any such person independent rights under these Terms.

2. Application and Priority

• 2.1 These Terms apply whenever the Customer uses the Website, submits an enquiry, requests a quotation, provides information, signs or accepts an LOA, instructs Lloyd Energy verbally or in writing, accepts a quotation or Utility Contract, signs a Supplier contract, or receives Services from Lloyd Energy.
• 2.2 If there is any conflict between these Terms and a signed LOA, signed Supplier contract, specific quote acceptance, written Commission Disclosure, bespoke written agreement or electronic acceptance record, the more specific document shall take priority to the extent of the conflict, except that Lloyd Energy may rely on whichever document provides the stronger lawful protection for Commission Loss, recovery costs and accrued rights.
• 2.3 Any terms, purchase conditions, procurement terms, standard terms, counter-terms, email footers, policies or documents issued by the Customer are excluded unless expressly accepted in writing by a director of Lloyd Energy.
• 2.4 These Terms continue after expiry, cancellation, termination, completion of Services, Change of Tenancy, supplier rejection, supplier objection, site closure, business sale or restructuring, to preserve accrued rights and obligations.

3. Nature of Relationship and Services

• 3.1 Lloyd Energy acts as an independent commercial intermediary and utility brokerage/consultancy.
• 3.2 Lloyd Energy is not an electricity supplier, gas supplier, water retailer, network operator, meter operator, data collector, shipper, distributor, legal adviser, tax adviser, financial adviser, regulator, Ombudsman or debt advice provider.
• 3.3 To the fullest extent permitted by law, Lloyd Energy does not act as a fiduciary of the Customer and does not owe fiduciary duties to the Customer.
• 3.4 Lloyd Energy is not the general agent of the Customer or the Supplier. Any authority granted by the Customer is limited to obtaining supply information, requesting quotations, communicating with Suppliers and TPIs, facilitating Utility Contracts and supporting contract administration.
• 3.5 Lloyd Energy is not a whole-of-market comparison service and does not undertake to obtain or present every supplier, every available tariff, every available product or the lowest possible market rate.
• 3.6 Any quotation, recommendation or proposal is based on the information available to Lloyd Energy at the relevant time. Lloyd Energy does not guarantee actual savings, Supplier acceptance, registration, uninterrupted supply or that a quote will remain available.
• 3.7 Lloyd Energy may source prices from selected Suppliers, TPIs, aggregators, pricing portals and procurement partners. Supplier availability may depend on credit status, site type, consumption, EAC, AQ, payment method, debt, sector, meter type, contract end date, COT status, supplier appetite and market conditions.

4. Customer Responsibilities, Warranties and Data Accuracy

• 4.1 The Customer warrants that all information provided to Lloyd Energy, any Supplier, TPI, data provider or pricing platform is complete, accurate, current, non-misleading and suitable for reliance.
• 4.2 This warranty applies to business name, legal entity, company/charity/trust details, authority, supply address, billing address, MPAN, MPRN, SPID, meter numbers, meter profile, consumption, EAC, AQ, current Supplier, contract end date, termination requirements, payment method, debt, VAT/CCL status, business classification, Micro-Business/Small Business status, occupancy, tenancy, COT information, landlord/tenant responsibility, domestic/non-domestic/mixed-use status, existing broker arrangements and disputes.
• 4.3 The Customer is responsible for checking, validating and confirming all data used for quotation, contract submission, Supplier assessment and Commission calculation. Lloyd Energy may assist in obtaining or presenting information, but such assistance does not transfer responsibility for accuracy to Lloyd Energy.
• 4.4 The Customer shall cooperate fully and promptly with Lloyd Energy and provide all documents, signatures, confirmations, bills, authority evidence, proof of tenancy/occupation, direct debit information, VAT/CCL declarations, Supplier-requested evidence and other information reasonably required.
• 4.4A The Customer shall comply with all applicable anti-bribery, anti-corruption, anti-money laundering, sanctions and fraud-prevention laws, including the Bribery Act 2010. The Customer shall not offer, request, authorise or permit any improper payment, inducement or benefit in connection with the Services, any Supplier, any TPI, any Utility Contract or any Commission arrangement.
• 4.5 If inaccurate, incomplete, late, inconsistent, disputed or misleading information causes or contributes to Supplier rejection, delay, cancellation, objection, repricing, amendment, deemed rates, dispute exposure or Commission Loss, the Customer shall be liable for all resulting loss.

5. Authority, Evidence and Electronic Acceptance

• 5.1 Lloyd Energy may rely on a signed LOA, signed Supplier contract, recorded verbal instruction, email confirmation, WhatsApp message, SMS message, website form, CRM submission, electronic signature, instruction from a business email address or instruction from any person holding themselves out as authorised.
• 5.2 Where Lloyd Energy reasonably believes that a person has authority to act for the Customer, the Customer shall be bound by that person’s instructions unless Lloyd Energy had actual written notice before acting that such person lacked authority.
• 5.3 The Customer is solely responsible for internal governance, board authority, trustee authority, committee authority, landlord/tenant approvals, internal mandate and signatory controls.
• 5.4 Electronic signatures and electronic records, including Zoho Sign, DocuSign and similar platforms, shall be valid and binding to the fullest extent permitted by law.
• 5.5 The Customer agrees that call recordings, transcripts, emails, WhatsApp messages, SMS messages, CRM records and e-signature certificates may be relied upon as evidence of instruction, disclosure, acceptance, authority, complaint defence and Commission recovery.
• 5.6 Lloyd Energy may retain and rely upon relevant records, including signed documents, call recordings, CRM records, Supplier records, TPI records, commission records, audit trails and correspondence, in connection with complaint handling, ADR/Ombudsman processes, pre-action correspondence, settlement discussions, litigation, debt recovery and enforcement.

6. Quotations, Contract Formation and Review Window

• 6.1 All quotations and proposals are indicative until accepted by the Customer and accepted, confirmed or processed by the Supplier.
• 6.2 Quotations may be withdrawn, amended or repriced due to market movement, Supplier appetite, credit checks, corrected consumption, meter changes, payment method, contract end date, pass-through charges, network charges, taxes, levies, Supplier policy, regulatory change or corrected data.
• 6.3 The Customer may accept a Utility Contract by signing a Supplier contract or LOA, confirming acceptance by email, recorded call, WhatsApp or SMS, clicking an online acceptance box, instructing Lloyd Energy to proceed, or otherwise acting consistently with acceptance.
• 6.4 Business Utility Contracts generally do not carry an automatic consumer-style cooling-off period. Once accepted, submitted or confirmed, cancellation may not be available and Commission Loss may arise.
• 6.5 Where Lloyd Energy sends a quote, principal terms, Supplier contract, renewal proposal, LOA, Commission Disclosure, comparison or contract draft, the Customer shall review it promptly. Subject to non-excludable statutory or regulatory rights, if no written objection is raised within 48 hours, the Customer shall be deemed to have received, reviewed and accepted the material terms and Commission Disclosure.

7. Commission, Fees and Transparency

• 7.1 Lloyd Energy is normally remunerated by Commission paid by a Supplier, TPI, aggregator, pricing platform or procurement partner.
• 7.2 Commission may be included within, funded through or calculated by reference to unit rates, p/kWh uplift, standing charge, Supplier margin, fixed fee, percentage fee, contract term, consumption, EAC, AQ, renewal, residual or reconciliation payment.
• 7.3 The Customer acknowledges that Lloyd Energy may receive Commission; Commission is part of the commercial basis on which Lloyd Energy provides Services; Commission may be included within rates or charges payable to the Supplier; and the Customer has had the opportunity to ask questions about Commission before proceeding.
• 7.4 Lloyd Energy shall make Commission Disclosure where required by law, regulation, Supplier requirements, licence conditions, Codes of Conduct, Ombudsman/ADR requirements or Customer classification. Commission Disclosure may be made through quotation documents, emails, recorded calls, LOAs, Supplier contracts, principal terms, electronic signature documents, contract summaries or other written or recorded communications.
• 7.5 Where, and only to the extent that, the Customer is an eligible Micro-Business or Small Business Consumer, Lloyd Energy shall comply with applicable Commission Disclosure, complaint-handling and redress-signposting requirements that apply to Lloyd Energy. Signposting is provided without admission of liability, without waiver of any contractual claim, without admitting eligibility, and without granting any independent right to a third party, representative, connected party, landlord, tenant, occupier, broker, supplier or competitor to complain to Lloyd Energy.
• 7.6 The Customer must inform Lloyd Energy if it believes it is a Micro-Business or Small Business Consumer and must provide accurate employee, turnover, balance-sheet and consumption information. Failure to disclose or correctly state that status shall be Customer Default where it causes complaint exposure, Supplier issue or Commission Loss.
• 7.7 Lloyd Energy may charge direct fees for consultancy, bill validation, capacity reviews, kVA analysis, contract disputes, supplier escalations, historic claims, water audits or other non-standard Services where agreed in writing.

8. Customer Default and Commission Protection

• 8.1 The Customer shall not do or omit to do anything that causes or is reasonably likely to cause Commission Loss.
• 8.2 Customer Default includes cancellation after acceptance, failure to proceed, refusal to sign final documents, signing with another Supplier or broker, approaching a Supplier directly to bypass Lloyd Energy, breach or early termination of a Supplier contract, non-payment to Supplier where it affects Commission, Supplier objection caused by Customer information or conduct, failure to maintain direct debit/payment obligations, inaccurate EAC/AQ/consumption data, material under-consumption, meter removal, transfer, COT, closure, sale, relocation, insolvency, cessation of trade, failure to provide evidence, failure to disclose existing contract/debt/dispute/broker, or any Other Contract covering the intended supply period.
• 8.3 The Customer shall not directly or indirectly instruct, direct, permit, cause or allow a Supplier, TPI, aggregator or procurement partner to cease, withhold, reduce, reverse, claw back or reconcile any Commission payable to Lloyd Energy.
• 8.4 The Customer shall not enter into or permit any Other Contract for the whole or part of the intended period of a Utility Contract arranged, introduced, quoted or facilitated by Lloyd Energy, unless Lloyd Energy has expressly agreed in writing.

9. Breach Fee, Minimum Recovery Fee and Commission Loss

• 9.1 If Customer Default, Customer Breach, failed contract, cancellation, Supplier rejection/objection caused by the Customer, Change of Tenancy, under-consumption, Supplier clawback, non-payment, Other Contract or any related event causes or contributes to Commission Loss, the Customer shall pay Lloyd Energy the Breach Fee on demand.
• 9.2 The Breach Fee shall be the higher of: (a) 100% of the Commission Loss; or (b) a minimum failed-contract / recovery fee of £750 per meter or supply point affected.
• 9.3 The £750 per meter/supply point minimum is agreed as a minimum recovery fee and as a genuine pre-estimate of Lloyd Energy’s administrative, operational, recovery, compliance, reconciliation, finance and lost-opportunity cost where a Utility Contract fails, is cancelled, is not maintained, is transferred away or otherwise causes Commission Loss. The parties acknowledge that Lloyd Energy has a legitimate commercial interest in protecting its Commission and recovery position. The fee is not intended to operate as a penalty or windfall.
• 9.4 Commission Loss may be calculated by reference to agreed p/kWh uplift, standing charge uplift, fixed fee, EAC, AQ, historic consumption, contract term, remaining contract term, Supplier/TPI commission schedule, Commission Disclosure, actual clawback/reconciliation notice, or a reasonable commercial estimate.
• 9.5 Where Commission is calculated by p/kWh uplift, Commission Loss may be calculated as: p/kWh Commission x EAC or forecast consumption x contract term or remaining contract term.
• 9.6 Where Commission is calculated by standing charge, fixed fee, percentage fee or other commercial structure, Commission Loss may be calculated by reference to the relevant agreed structure, Supplier/TPI schedule or reasonable commercial estimate.
• 9.7 Where actual consumption is materially lower than the EAC, AQ, forecast or consumption basis used for pricing, contract submission or Commission calculation, the Customer shall indemnify Lloyd Energy for any Commission Loss, reconciliation, adjustment or clawback arising from that under-consumption. Under-consumption of more than 10% shall be deemed material unless Lloyd Energy agrees otherwise in writing.
• 9.8 The Breach Fee is payable regardless of the date or dates on which the Supplier, TPI, aggregator or procurement partner would otherwise have paid Commission to Lloyd Energy.
• 9.8A For the purposes of these Terms, Commission is not treated as finally secured until it has been received and retained by Lloyd Energy without Supplier, TPI, aggregator or procurement partner clawback, reconciliation, refund, reversal, objection or set-off.
• 9.9 Payment of the Breach Fee is due within seven days of written demand unless Lloyd Energy agrees otherwise in writing. VAT is payable where applicable.
• 9.10 No Double Recovery. Lloyd Energy shall not recover the same loss twice. Any sum recovered as a minimum recovery fee, Breach Fee, Commission Loss, recovery cost, interest or other contractual sum shall be applied so as to avoid double recovery of the same head of loss, without limiting Lloyd Energy’s right to recover separate heads of loss, costs, VAT and interest where recoverable.

10. Change of Tenancy, Change of Occupier, Closure and Change of Use

• 10.1 A Change of Tenancy, change of occupier, change of account name, change of legal entity, change of landlord, change of tenant, change of trustees, change of committee, business closure, relocation, sale, transfer, domestic conversion, mixed-use change or site-status change does not of itself release the Customer from liability for Commission Loss.
• 10.2 A genuine COT must involve either: (a) a party not connected to or associated with the Customer taking over the premises; or (b) the premises becoming vacant for a minimum period of three months following the Customer’s departure. Lloyd Energy may require evidence that the incoming party is not a Connected Party.
• 10.3 The Customer must provide Lloyd Energy with at least 14 Working Days’ prior written notice before vacating or transferring responsibility for the premises, together with evidence satisfactory to Lloyd Energy. Evidence may include a land sale contract, TR1, lease assignment, lease surrender, tenancy agreement, business-rates evidence, solicitor’s letter, final bill, Supplier confirmation, proof of vacancy, incoming occupier details or other documents requested by Lloyd Energy.
• 10.4 The written notice must provide sufficient detail to enable Lloyd Energy to satisfy itself as to the nature of the COT/change and its effect on the Utility Contract and Commission.
• 10.5 Failure to provide timely notice and satisfactory evidence shall be Customer Default and shall entitle Lloyd Energy to recover the Breach Fee, Commission Loss, recovery costs and interest.
• 10.6 Lloyd Energy shall not seek recovery of Commission Loss from the outgoing Customer to the extent that all of the following conditions are satisfied: the incoming occupier enters into a replacement Utility Contract through Lloyd Energy for the same meter/supply point/premises; the replacement contract is accepted by the Supplier; the replacement contract produces Commission equal to or greater than the Commission that Lloyd Energy would have earned from the outgoing Customer’s Utility Contract; the replacement contract is for an equivalent or longer remaining term unless Lloyd Energy agrees otherwise; and no Supplier rejection, cancellation, objection, clawback, reconciliation or under-consumption causes Commission Loss.
• 10.7 If the replacement Utility Contract through Lloyd Energy produces lower Commission, shorter term or any unrecovered loss, the outgoing Customer remains liable for the shortfall.
• 10.8 No COT, closure, sale, transfer, change of use or change of responsible party constitutes a waiver unless a director of Lloyd Energy expressly confirms the waiver in writing.

11. Non-Circumvention

• 11.1 The Customer shall not bypass, circumvent or avoid Lloyd Energy after Lloyd Energy has introduced, quoted, negotiated, processed, facilitated or otherwise been involved in a Supplier, TPI, tariff, contract, procurement route or renewal opportunity.
• 11.2 The Customer must not contract directly with a Supplier introduced by Lloyd Energy for the relevant supply period; sign with another broker for the same or substantially similar supply period; use a Connected Party to contract for the same site or meter; change account name, entity, committee, trustee, landlord or tenant to defeat Commission; request a Supplier to remove Lloyd Energy from the contract; delay acceptance through Lloyd Energy and accept the same or similar offer elsewhere; or use Lloyd Energy’s quote, pricing, offer or work product to obtain a direct or competing contract.
• 11.3 Any breach of this clause is Customer Default and entitles Lloyd Energy to recover the Breach Fee, Commission Loss, recovery costs and interest.

12. Payment, Interest, Recovery Costs and Litigation Costs

• 12.1 All sums due to Lloyd Energy, including Breach Fees, Commission Loss, direct fees, recovery costs, legal costs, administrative costs, interest and VAT, are payable within seven days of written demand unless otherwise agreed in writing.
• 12.2 The Customer shall pay all sums in full without set-off, counterclaim, deduction or withholding except where required by law.
• 12.3 Lloyd Energy may charge interest on overdue sums at 4% per annum above the Bank of England base rate, calculated daily from the due date until payment. Where statutory late-payment rights, statutory compensation or reasonable debt-recovery costs are available under applicable law, Lloyd Energy may elect to rely on those rights to the extent they are available and more favourable, but Lloyd Energy shall not recover the same interest, compensation or cost twice.
• 12.4 The Customer shall pay all reasonable costs of recovery, including pre-action costs, recovery-agent fees, debt recovery fees, legal fees, administrative costs, tracing costs, court fees, enforcement costs, statutory compensation where applicable and any other related costs incurred in connection with the recovery of sums due to Lloyd Energy.
• 12.5 If Lloyd Energy and the Customer become party to any court proceedings, dispute proceedings, enforcement proceedings or related legal process arising directly or indirectly out of the Agreement, the Customer shall reimburse Lloyd Energy on demand on an indemnity basis for all legal costs and expenses incurred by Lloyd Energy, to the extent recoverable by law or court order.
• 12.6 Lloyd Energy may instruct solicitors, debt recovery agents, pre-action representatives or other authorised agents to recover unpaid sums and may assign, transfer or subcontract recovery functions to such parties.

13. Supplier Contract Matters

• 13.1 The Utility Contract is between the Customer and the Supplier. Lloyd Energy is not responsible for the Supplier’s performance.
• 13.1A Any assistance Lloyd Energy provides with Supplier communications, objections, account queries, billing queries, contract registration, COT evidence or complaints is provided as administrative support only and does not make Lloyd Energy responsible for Supplier acts, omissions, billing, pricing, account handling or contract performance.
• 13.2 Supplier matters include billing, meter readings, direct debit collection, standing charges, unit rates, pass-through charges, network charges, taxes, levies, contract registration, objections, deemed rates, out-of-contract rates, smart meters, meter faults, disconnection, reconnection, account opening/closure and Supplier complaints.
• 13.3 Lloyd Energy shall not be liable for any Supplier act, omission, delay, error, rejection, objection, billing issue, pricing issue, operational issue, customer-service failure or insolvency.
• 13.4 The Customer shall indemnify Lloyd Energy against any claim, complaint, cost, loss, regulatory issue or liability arising from Supplier conduct unless caused directly by Lloyd Energy’s fraud or deliberate misconduct.

14. Complaints, ADR and Redress

• 14.1 Any complaint about Lloyd Energy's Services must be raised in writing by the Customer, or by a representative whose written authority is accepted by Lloyd Energy, before the Customer seeks external escalation, except where the Customer has a non-excludable legal, regulatory, statutory, Ombudsman or ADR right to escalate earlier.
• 14.2 Lloyd Energy is not required to investigate complaints, claims or demands made by third parties, connected parties, agents, landlords, tenants, occupiers, suppliers, brokers, competitors, recovery targets, or other persons unless Lloyd Energy is satisfied that the person has written authority from the Customer, a direct legal interest recognised by law, or a non-excludable regulatory or statutory right. Lloyd Energy may require proof of identity, authority and legal interest before engaging with any complainant.
• 14.3 A complaint must include the Customer name, business name, supply address, MPAN/MPRN/SPID if known, Supplier name, contract date, start date, complaint summary, supporting documents and desired resolution.
• 14.4 Lloyd Energy may review call recordings, emails, CRM notes, LOAs, quote records, Supplier records, TPI records, contract documents and electronic signature records.
• 14.5 If the Customer is eligible for ADR, Ombudsman or a qualifying dispute settlement scheme, Lloyd Energy shall provide required signposting in accordance with applicable rules. Providing such signposting is not an admission of liability, not a waiver of any contractual claim, and not an admission that the relevant forum has jurisdiction over every aspect of the dispute, and not an agreement that any third party may complain on the Customer's behalf without authority.
• 14.6 Complaints about Supplier performance, billing, meters, standing charges, readings, estimated bills, contract registration, objections, account disputes, payment collection, deemed rates, out-of-contract rates or Supplier service must be raised directly with the Supplier.
• 14.7 Subject to non-excludable rights, any complaint about Lloyd Energy’s Services must be notified in writing within six months of the event complained of or the date the Customer knew or ought reasonably to have known of it. Lloyd Energy reserves the right to reject complaints notified outside that period to the fullest extent permitted by law.
• 14.8 The Customer shall preserve all documents, emails, bills, call records, messages, contracts and evidence relevant to any complaint or dispute. Lloyd Energy may reject or decline to engage with repetitive, unsupported, abusive, vexatious, bad-faith or misleading complaints to the fullest extent permitted by law. False, malicious, abusive, vexatious or misleading allegations may give rise to recovery of reasonable costs, subject to applicable law and regulatory requirements.

15. Data Protection, Call Recording and Monitoring

• 15.1 Each party shall comply with applicable UK data protection legislation.
• 15.2 The Customer authorises Lloyd Energy to collect, process and share relevant information with Suppliers, TPIs, aggregators, pricing platforms, credit reference agencies, meter operators, data collectors, CRM providers, e-signature providers, call recording providers, legal advisers, recovery agents, Ombudsman/ADR bodies and regulators where lawful, necessary and proportionate for the purposes of the Services, Commission Disclosure, complaint defence, Commission recovery, debt recovery, legal compliance or enforcement.
• 15.3 Data may be used for quotation, contract processing, credit assessment, Supplier communication, Commission Disclosure, compliance, complaint handling, debt recovery, Commission recovery, audit and fraud prevention.
• 15.4 The Customer warrants that it has authority to provide personal data relating to directors, officers, employees, trustees, committee members, landlords, tenants, occupiers and representatives.
• 15.5 Lloyd Energy may record telephone calls and retain electronic communications for training, quality assurance, compliance, contract verification, Commission Disclosure evidence, dispute resolution, complaint defence, fraud prevention and legal proceedings.
• 15.6 Personal data shall be processed in accordance with Lloyd Energy’s applicable Privacy Notice and UK data protection legislation. Where Lloyd Energy uses processors, sub-processors, offshore support functions, CRM providers, call recording providers or other service providers, Lloyd Energy shall use appropriate contractual and organisational safeguards. Where personal data is transferred outside the United Kingdom, Lloyd Energy shall apply appropriate transfer safeguards where required by UK data protection law.

16. Limitation of Liability

• 16.1 Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, or any liability that cannot lawfully be excluded or limited.
• 16.2 Subject to clause 16.1 and to the extent permitted by law, Lloyd Energy’s total aggregate liability to the Customer shall not exceed the greater of: (a) £1,000; or (b) the Commission actually received and retained by Lloyd Energy in respect of the single Utility Contract giving rise to the claim. This cap applies to liability whether arising in contract, tort, negligence, breach of statutory duty, misrepresentation, restitution or otherwise.
• 16.3 Subject to clause 16.1, Lloyd Energy shall not be liable for loss of profit, revenue, business, goodwill, anticipated savings, contract, opportunity, use, indirect or consequential loss, punitive or exemplary loss, wasted management time, increased utility costs caused by Supplier action, deemed/out-of-contract rates, Supplier billing errors, Supplier rejection or objection, market movements, incorrect Customer data, or failure by the Customer to review documents or provide information/signatures.
• 16.4 Lloyd Energy makes no express warranties and excludes implied warranties to the fullest extent permitted by law.
• 16.5 This clause survives termination or expiry of the Agreement.

17. Indemnities

• 17.1 The Customer shall indemnify Lloyd Energy on demand against all losses, liabilities, damages, costs, expenses, claims, complaints, proceedings, enforcement action, legal costs and recovery costs arising from inaccurate information, incomplete information, misleading information, lack of authority, disputed authority, Customer Default, breach of these Terms, breach of Supplier contract, COT, under-consumption, Commission Loss, false or abusive complaints, domestic/non-domestic misclassification, Supplier dispute caused or contributed to by the Customer, or claims by landlords, tenants, trustees, committee members, directors, employees, occupiers or Connected Parties.
• 17.2 The indemnities in these Terms are continuing obligations and survive termination, expiry, cancellation, completion of Services or expiry of any LOA.

18. Domestic, Mixed-Use, Trusts, Charities, Committees, Landlords and Tenants

• 18.1 Lloyd Energy provides Services primarily for non-domestic customers. The Customer must immediately disclose if any premises are domestic, partly domestic, residential, mixed-use, vacant or no longer used for business purposes. Misclassification shall be Customer Default where it causes loss, complaint exposure, Supplier issue, regulatory issue or Commission Loss.
• 18.2 Where the Customer is a trust, charity, religious organisation, committee, club, association or unincorporated body, the person instructing Lloyd Energy warrants that they have authority to bind that body. Internal changes or disputes do not automatically cancel any Utility Contract or release the Customer from Commission Loss liability.
• 18.3 Where a site involves a landlord, tenant, occupier, managing agent or property manager, the Customer warrants that it has authority to request quotations, provide data and instruct Lloyd Energy in respect of the relevant site. Lloyd Energy is not liable for disputes between such parties, and any resulting Commission Loss shall be recoverable from the Customer.

19. Suspension and Termination

• 19.1 Lloyd Energy may suspend or terminate Services immediately where Customer Default occurs; the Customer fails to cooperate; the Customer provides inaccurate information; authority is disputed; the Customer attempts to bypass Lloyd Energy; sums due are unpaid; Lloyd Energy reasonably suspects fraud, misrepresentation or misuse of COT; or continuing Services may create legal, regulatory, financial or reputational risk.
• 19.2 Lloyd Energy may terminate Services immediately where the Customer commits material breach, becomes insolvent, ceases trading, the Supplier rejects/cancels the Utility Contract, or Lloyd Energy reasonably determines that continuing Services is not commercially or legally appropriate.
• 19.3 Termination shall not affect accrued rights, including Lloyd Energy’s right to recover Breach Fees, Commission Loss, fees, costs, interest and indemnified losses.

20. Confidentiality, Intellectual Property and Website Use

• 20.1 The Customer shall keep confidential all pricing, quote structures, Supplier offers, Commission arrangements, uplift information, TPI routes, procurement strategies, contract documents, templates, business methods, comparison formats, scripts, processes and other commercial information disclosed by Lloyd Energy.
• 20.2 The Customer may disclose confidential information only to professional advisers, directors, trustees or committee members who need to know for the Customer's internal governance, or to regulators, Ombudsman/ADR bodies or courts where the Customer has a non-excludable right or legal obligation to do so. Any such disclosure must be limited to what is reasonably necessary and must not be used to bypass Lloyd Energy, assist a competing broker or supplier, or avoid Commission.
• 20.3 All intellectual property rights in the Website, content, branding, designs, logos, quote formats, comparison formats, calculator logic, data structures, proposal templates, scripts, documents, processes, software, workflows, training materials and commercial methods belong to Lloyd Energy or its licensors.
• 20.4 The Customer must not copy, reproduce, scrape, reverse-engineer, commercially exploit, misrepresent or use Lloyd Energy materials to bypass Lloyd Energy or create competing services. Lloyd Energy may seek injunctive relief in addition to damages where appropriate.

21. Notices

• 21.1 Notices to Lloyd Energy must be sent to A Cube Utilities Ltd T/A Lloyd Energy, 124 City Road, London EC1V 2NX, or by email to info@lloydenergy.co.uk unless Lloyd Energy specifies another address.
• 21.2 Lloyd Energy may send notices to the Customer by email, post, SMS, WhatsApp, CRM notification or any contact details provided by the Customer.
• 21.3 Email notices shall be deemed received on the next Working Day unless a bounce-back is received. Postal notices shall be deemed received on the second Working Day after posting by first-class or next Working Day delivery service.

22. General

• 22.1 The Agreement constitutes the entire agreement between the parties and supersedes any previous agreement or understanding. No reliance is placed on any statement not recorded in the Agreement, except that nothing excludes liability for fraud or fraudulent misrepresentation.
• 22.2 No failure or delay in exercising any right shall constitute a waiver. Any waiver must be in writing and signed by a director of Lloyd Energy.
• 22.3 If any clause is invalid, unlawful or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, lawful and enforceable. The remaining clauses shall continue in full force.
• 22.4 The Customer may not assign, transfer, subcontract, delegate, charge or otherwise deal with its rights or obligations without Lloyd Energy’s prior written consent. Lloyd Energy may assign, transfer, charge or subcontract its rights and obligations to a group company, successor, purchaser, finance provider, TPI, legal adviser, debt recovery agent or commercial partner.
• 22.5 Lloyd Energy shall not be liable for delay or failure caused by events outside its reasonable control, including Supplier failure, platform failure, cyber incident, market disruption, wholesale volatility, war, terrorism, strike, pandemic, government action, regulatory change, network failure, insolvency of Supplier/TPI, data-provider failure or failure of third-party systems.
• 22.6 Unless expressly stated otherwise, these Terms do not give rights to any third party under the Contracts (Rights of Third Parties) Act 1999. No director, shareholder, trustee, officer, employee, committee member, landlord, tenant, occupier, managing agent, connected party, broker, supplier, competitor or other third party may enforce these Terms, bring a contractual complaint under these Terms, or assert any right under these Terms in their own capacity, except where a non-excludable legal, regulatory or statutory right applies.
• 22.7 These Terms and any dispute or claim arising out of or in connection with them shall be governed by the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction.