Company Terms and Conditions

Here’s the Plan Limited – Standard Terms & Conditions of Service

Here’s the Plan Limited (Company registration number: SC676426)
Registered Office: 74 Tay Street, Perth, PH2 8NP

1. Introduction & Ethical Standards
Here’s the Plan Ltd (“HTP”, “we”, “us”) provides energy procurement, consultancy, and compliance services. We are committed to ethical integrity, transparency, and professional standards. By using our services, you (“the Client”) agree to these terms and conditions of service (“the Terms”).

2. Definitions
Agreement: The contractual agreement between HTP and the Client for the provision of the Services and comprising of:
(a) These Terms;
(b) The Letter of Engagement shared by HTP with the Client; and
(c) Any other relevant documents referred to by HTP, which may include any written proposals shared by HTP with the Client.

Services: Any of the services provided by HTP to the Client, as described in the Letter of Engagement.

Supplier: A utilities, energy, water, or related service provider procured by HTP on behalf of the Client.

Commission: Remuneration paid to HTP by Suppliers.

Business Day: Any day, other than a Saturday or Sunday, when banks in Edinburgh are open for business.

3. Description of Services
The Services to be provided by HTP may comprise any of the following advice or engagement in relation to the Client’s utility needs:

3.1. Procurement Services: HTP sources quotations from suppliers. HTP does not guarantee lowest prices or access to all suppliers. Any contracts for the supply of utilities will be between the Client and Supplier.
3.2. Consultancy & Compliance Services: Includes advice or engagement on the Energy Savings Opportunity Scheme, utility audits, Energy Performance Certificate support, compliance support, carbon reporting, monitoring, and strategy. HTP warrants to the Client that it shall provide such services using reasonable care and skill.
3.3. Contract Management and Optimisation Services: Includes
(a) Management and review of contracts with utilities, energy, water or other service providers;
(b) Billing analysis and identification of discrepancies;
(c) Recovery of overcharges, credits or refunds; or
(d) Liaisons with utilities, energy, water or other providers to resolve disputes.

4. Client Responsibilities
The Client must:
(a) ensure that all information it provides to HTP is complete and accurate;
(b) co-operate with HTP and Suppliers;
(c) disclose conflicts or existing contracts it has with any utilities, energy, water or similar service providers;
(d) notify HTP of any changes of tenancy or occupancy;
(e) ensure the person approving work or contracts on its behalf has the authority to do so; and
(f) provide and renew any Letter of Authority as required by Suppliers or industry rules.

5. Fees & Commission
Except to the extent that the Agreement provides otherwise, the charges for HTP’s Services will be as follows:

5.1. Commission (Procurement Services): HTP may receive commissions from Suppliers, which shall be included under the Suppliers’ pricing.

5.2. Consultancy Fees: HTP shall charge consultancy fees per project, using the hourly rates set out under paragraph 2 of the Letter of Engagement.

(a) All consultancy hours must be used within 12 months of the Agreement commencement date.
(b) If a project is completed using fewer hours than originally expected, the remaining hours are non-refundable but can be transferred to a different or future project within the same 12 month period, as agreed between HTP and the Client.
(c) HTP reserves the right to charge the Client for additional consultancy hours if the project has an unforeseen complication or significantly overruns the allocated hours. This will be charged at the stated hourly rate and will always be agreed with the Client in advance.
(d) Consultancy invoices shall be issued once the work has been agreed between HTP and the Client in writing, and are payable within fourteen days of receipt. HTP reserves the right to withhold its Services until the invoice is paid.
(e) HTP shall provide the Client with regular updates will be provided throughout the project to detail hours used and hours remaining.

5.3. Contract Management and Optimisation Services: HTP shall charge the Client 35% of the value of any credits or refunds it has achieved on behalf of the Client with utilities, energy, water or similar service providers. The value of any credits or refunds shall be such sum as HTP reasonably determines to have been obtained for the Client.

5.4. If the Client fails to make payment of an invoice as it falls due, then the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum at the rate set out under the Late Payment of Commercial Debts (Interest) Act 1998.

5.5. VAT: All amounts payable by the Client are exclusive of amounts in respect of Value Added Tax chargeable from time to time (“VAT”).

5.6. Disbursements and Expenses: Any third-party costs incurred on the Client’s behalf (such as filing fees, travel expenses or the procurement of external consultants) will be invoiced separately or added to the final invoice with supporting documentation. These costs will always be approved by the Client in advance.

6. Termination

6.1. The Client may terminate the Agreement in accordance with paragraph 6 of the Letter of Engagement or in accordance with Clause 6.3 of these Terms. HTP may terminate the Agreement in accordance with Clause 6.2 of these Terms.

6.2. HTP reserves the right to terminate the Agreement with immediate effect by giving written notice to the Client if:
(a) the Client materially breaches the Agreement of any term of the Agreement and (if such a breach is remediable) fails to remedy such breach within fourteen days of being notified to do so;
(b) HTP reasonably believes that the Client has misrepresented or provided incorrect information or is acting in a manner which is inconsistent with reasonable commercial practice.
(c) the Client fails to pay any amount due under the Agreement on the due date for payment;
(d) the Client takes or has taken against it (other than in relation to a solvent restructuring) any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
(e) the Client suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
(f) the Client’s financial position deteriorates to such an extent that in HTP’s opinion the Client’s capability to adequately fulfil its obligations under the Agreement has been placed in jeopardy.

(g) Without prejudice to its rights under Clause 6.2 of these Terms, HTP shall be entitled to suspend the provision of the Services in the event that it reasonably believes that any of the events listed under Clause 6.2 have occurred or are to imminently occur.

7. Data Protection

7.1. In this Clause 7, the following definitions apply:
(a) “Controller” and “Personal Data” shall have the meanings given in the Data Protection Legislation.
(b) Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

7.2. Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 7 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.

7.3. The parties acknowledge that no Personal Data will be shared between them other than employee contact details and such other Personal Data as is reasonably necessary for the provision of the Services. Each party acknowledges that it acts as an independent Controller in respect of any Personal Data disclosed to the other party under this Agreement.

8. Intellectual Property
8.1. HTP retains ownership of methodologies, templates, and proprietary materials (“Deliverables”) arising out of or in connection with the Services.

8.2. HTP grants to the Client, or shall procure the direct grant to the Client of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Agreement to copy the Deliverables for the purpose of receiving and using the Services and the Deliverables in the course of its business.

9. Limitation of Liability
9.1. HTP does not limit liability any liability which cannot legally be limited, including but not limited to liability for:
(a) death or personal injury caused by negligence; or
(b) fraud or fraudulent misrepresentation.

9.2. HTP’s total liability arising under or in connection with this Agreement (whether arising in contract, delict, under statute or otherwise) is capped at the greater of:
(a) total consultancy fees paid to HTP in the previous 12 months; or
(b) the total commission retained by HTP for the procurement of a contract between a Supplier and the Client .

9.3. HTP shall not be for any of the following types of loss:
(a) indirect or consequential loss,
(b) loss of profit
(c) failures by a Supplier to fulfill its obligations under a contract procured for the Client by HTP; or
(d) market conditions.

10. Indemnity

The Client shall indemnify and keep indemnified HTP against all losses or liabilities (including reasonable legal and professional fees) suffered or incurred by HTP arising out of or in connection with:

(a) any breach by the Client of these Terms;
(b) any representation, statement or information provided by the Client to HTP which is false, inaccurate or misleading; or
(c) the Client’s failure to comply with, perform or discharge any obligation owed by the Client to any Supplier with whom HTP has procured a contract for the Client.

11. Complaints & Dispute Resolution
11.1. Right to Complain: The Client has the right to raise a complaint to HTP regarding HTP’s delivery of the Services at any time.

11.2. How to Complain: Complaints may be submitted by either:
(a) email, to the theteam@herestheplan.co.uk
(b) phone to 01738 474630; or
(c) post to Here’s the Plan Limited, 74 Tay Street, Perth, PH2 8NP .

11.3. Response Times: HTP will acknowledge any complaints received from the Client within five Business Days and provide a full response within twenty Business Days.

11.4. Supplier Complaints: HTP shall assist the Client with complaints to any Supplier, but is not responsible for any of the Supplier’s actions.

12. General
12.1. Force Majeure: Neither party shall be in breach of the Agreement nor liable for delay in performing, or failure to perform, any of its obligations under the Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control.

12.2. Confidentiality
(a) Each party undertakes that it shall not at any time during the Agreement, and for a period of two years after termination or expiry of the Agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by Clause 12.3(b).
(b) Each party may disclose the other party’s confidential information:
i. to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 12.3; and
ii. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
(c) Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Agreement.

12.3. Entire Agreement
(a) The Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
Each party acknowledges that in entering into the Agreement it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement. Each party agrees that it shall have no claim for any innocent or negligent misrepresentation based on any statement in the Agreement.

12.4. Variation: Except as set out in these Terms, no variation of the Agreement shall be effective unless it is in writing.

12.5. Waiver: A waiver of any right or remedy under the Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

12.6. Severance: If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement. If any provision or part-provision of this Agreement is deleted under this clause 12.6 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

12.7. Independent Contractor: Nothing in the Agreement creates a partnership, agency, or joint venture. Nothing in the Agreement permits HTP to bind the Client contractually unless expressly authorised in writing.

12.8. Third Party Rights: Unless it expressly states otherwise, the Agreement does not give rise to any rights under for any third party to enforce or otherwise invoke any term of the Agreement (whether under the Contract (Third Party Rights) (Scotland) Act 2017 or otherwise).

12.9. Survival
(a) Any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination of the Agreement including Clauses 8 (Intellectual Property), 9 (Limitation of Liability), 10 (Indemnity) and 12 (Confidentiality) of these Terms as well as paragraphs 7 (Governing Law) and 8 (Jurisdiction) of the Letter of Engagement shall remain in full force and effect.

(b) Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of HTP or the Client that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination.