True Group Terms & Conditions:  

 

CUSTOMER TERMS 

 INTRODUCTION 

These are the terms under which we, Open Energy Market, trading as True Group, of Hays House, Guildford GU2 4HJ (“we” or “True Group”), provide services to customers who wish to engage True Group to provide utilities procurement, guidance on achieving sustainability and related services (the “Services”). 

 

LEGAL TERMS

 

1. Basis of Contract

1.1. The Contract.  The Contract between True Group and the Customer for the supply of Services consists of these terms and conditions, other documents or forms referred to in these terms and conditions and the Order Form.  These documents are the only contract between the parties relating to the Services and replace all previous agreements for the Services.  

1.2. Company Group. The Customer may contract on behalf of itself and any Group Company identified on the Order Form. 

1.3. Order Form.  Details of the Services are set out in an Order Form. Each Order Form will describe the Services that are to be performed and the relevant Fees for those Services.  Any additional contract terms relevant to the Services to be provided will be set out in the Order Form. 

These terms and conditions are incorporated into each Order Form. 

If there is a conflict between these terms and conditions and any provisions of an Order Form, these terms and conditions shall take precedence unless the Order Form states that it is the intention of the parties to have the Order Form take precedence.   

1.4. Exclusion of other terms.  Any terms and conditions attached to purchase orders or presented by the Customer are expressly excluded. Any terms and representations which might be implied by trade, custom practice or otherwise are expressly excluded unless expressly agreed to be incorporated into the Contract by the parties in writing. 

 

2. INTERPRETATION

The definitions and rules of interpretation set out in this clause apply to the Contract. 

2.1. Defined terms: 

 

2.2. A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted. 

2.3. Any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms. 

 2.4. A reference to “writing” or “written” includes email.

 

3. SUPPLY OF THE SERVICES

3.1. True Group to provide Services. True Group will provide the Services from the Services Start Date for the Initial Term and for any Renewal Terms unless and until the Services are terminated in accordance with Clause 9. The Services will be performed with reasonable care and skill. 

3.2. Performance Warranty. True Group will perform the Services substantially in accordance with the relevant description of the Services set out in the Order Form. True Group makes no warranty that the Services are fit for the Customer’s purpose or will deliver the Customer’s utility procurement or sustainability goals. All implied warranties and conditions are excluded. 

3.3. Utility Prices. As part of the Energy Consultancy or Sustainability Consultancy Services, True Group may provide pricing information for the chosen utility supply. Prices are not guaranteed until the order has been confirmed and the contract locked in by the Utility Supplier. Until then, prices are estimates only and True Group makes no commitment as to their availability. True Group does not warrant or represent that any utilities provided by a Utility Supplier proposed by True Group will be at the very best price on the market at any time or that they cannot be obtained more cheaply by any other means. In addition, True Group does not guarantee a certain level of cost savings and the Customer acknowledges that utilities prices may go up or down. 

3.4. Letter of Authority.  The Customer agrees to execute a Letter of Authority, if requested to do so. 

3.5. Customer Data.  True Group requires that the Customer provide True Group with all up to date information relevant to its use and purchase of relevant utilities.  It is the responsibility of the Customer to provide such information (Customer Data) whether or not specifically requested by True Group.  Further, the Customer is responsible for informing True Group of any changes in Customer Data. 

Specifically, the Customer must provide accurate information relating to its expected utility consumption and any changes that might impact its expected consumption. The requirement to inform True Group promptly of any change is the Customer’s responsibility. 

The Customer expressly agrees that the Customer Data it provides will be accurate and up to date and that True Group can rely on the data it provides.  

3.6. True Partner services. True Group is not responsible for the supply of any services by a True Partner. True Group may recommend a True Partner but has no control over or responsibility for the supply of the relevant services.  The Customer must rely on its own contract with the True Partner for the supply of the services. 

3.7. Group Companies.  The Customer agrees to ensure that any Group Companies that are to receive Services under a Contract agree to be bound by the terms of the Contract and the Customer shall be liable to True Group for Group Companies’ compliance with the terms of the Contract. 

 

4. FEES 

4.1. Agreement to pay Fees.  The Customer agrees to pay any applicable Fees for the supply of Services in accordance with the payment terms as specified on the Order Form. Unless otherwise stated, all Fees are exclusive of VAT or other applicable taxes which shall be payable by the Customer, if applicable. 

4.2. Suspension of Services. True Group may stop providing Services if the Customer fails to pay any Fees that it is responsible for paying in accordance with the payment schedule. True Group reserves the rights to collect any unpaid Fees together with interest on the Fees at the applicable statutory rate. 

4.3. Fees. Fees for the Services may be paid to True Group directly by the Customer or indirectly by the utility supplier.  If paid by the utility supplier, the Fees will be added to the fees to be paid by the Customer for the electricity, gas or water in question, collected by the utility supplier and then passed on to True Group. 

For both direct and indirect Fees, the Fees will be set out on the Order Form. 

4.4. Direct Fees. If the Fees are to be paid by Direct Payment, True Group will invoice the Customer in accordance with the payment schedule specified in the Order Form. The Customer agrees to pay the Fees within 30 days of the date of the invoice without deduction, set off or withholding of any kind. 

4.5. Fee Increase. After the Initial Period, True Group may increase the Fees provided that True Group gives the Customer notice of any increase before the end of the Initial Period and the increase is no greater than 10% of the Fees for the Initial Period.  Further Fee increases may be applied in relation to subsequent Renewal Terms by the supply of a notice of increase.

 

5. TERMS APPLICABLE TO THE PLATFORM

By using the Platform, the Customer agrees to these terms. 

5.1. Access to the Platform. Access to the Platform is via a Customer’s Authorised Users. Authorised Users will be provided with access credentials to enable access. True Group licenses the Customer and its Authorised Users to use the Platform and the True Content provided via the Platform subject to the terms of this Clause 5.   The Customer is responsible for its own internet connection to enable access to the Platform. 

5.2. Availability. True Group will make the Platform available for the Customer’s use 99.95% of the time except when the Platform is taken offline for scheduled or unscheduled maintenance. True Group will use reasonable efforts to provide the Customer with advance notice of maintenance operations. True Group is not responsible for events outside its control. If provision of the Platform is delayed by an event outside True Group’s control, then True Group will take steps to minimise the effect of the delay. 

5.3. True Group Commitment and Exceptions. True Group commits that the Platform will be supplied using reasonable care and skill. True Group makes no guarantees that the Platform will be fit for the Customer’s particular purpose or be free from minor defects. True Group does not guarantee energy cost savings or that sustainability goals will be delivered through use of the Platform. 

5.4. Customer Data. To the extent the Platform requires the input of Customer Data, the accuracy of any results or recommendations from the Platform is dependent on the accuracy of the Customer Data. The Customer takes responsibility for providing accurate Customer Data. 

5.5. Third Party Content. In addition to the True Content, the Platform provides data sourced from third parties and links to third-party websites and third-party information sources. True Group is diligent in ensuring that data sources are reputable and reliable but makes no warranties or guarantees of the accuracy of any data or websites provided by third parties. The Customer is responsible for its own actions or inactions taken or not taken based on, or influenced by, the data provided. 

5.6. Meter Data. The Platform enables Customers to source meter data related to the Customer’s business. Authorised Users will be required to confirm, when calling for this data, that the meter for which they are seeking the data is correctly registered to the Customer’s business. Energy use analysis and options created via the Platform will not be accurate if the incorrect meter data is used. True Group will terminate access to the Platform if an Authorised User abuses this feature. 

 5.7. Support. If the Customer has any issues using the Platform or if the Platform is not performing as expected, True Group will provide support during normal working hours in the UK. The support will be provided primarily by email and True Group can be contacted through the email address: support@true.tech or as otherwise advised.   True Group will use reasonable efforts to fix any issue with the Platform and to answer questions the Customer has about correct use of the Platform. 

5.8. Proper Use of the Platform. The following rules apply to use of the Platform: 

a) Acceptable Use Policy. Authorised Users agree to comply with the provisions of True Group’s Acceptable Use Policy [found here] to ensure that the Platform is used correctly and Authorised Users don’t misuse any of the features of the Platform.

b)Viruses. The Customer and its Authorised Users must not upload, input, access, store, distribute or transmit any Viruses (any thing or device which may prevent, impair or otherwise adversely affect the access to or operation, reliability or user experience of the Platform) to the Platform. 

c) Meter Data. The Customer and Authorised Users are expressly prohibited from attempting to access meter data that does not relate to the Customer’s business. 

d) Reselling access. The Customer and Authorised Users are expressly prohibited from reselling access to the Platform or results from use of the Platform to a third party. 

e) Use restrictions. The Customer and Authorised Users agree that they will: 

(i) not rent, lease, sub-license, loan, provide, or otherwise make available, the Platform in any form, in whole or in part to any person without prior written consent from True Group; 

(ii) not copy the Platform; 

(iii) not translate, merge, adapt, vary, alter or modify, the whole or any part of Platform nor permit the Platform or any part of it to be combined with, or become incorporated in, any other programs, except as necessary to access the Platform on devices as permitted in these terms of use; 

(iv) not disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Platform nor attempt to do any such things; 

(v) comply with all applicable technology control or export laws and regulations that apply to the technology used or supported by the Platform. 

5.9. Intellectual Property Rights. All intellectual property rights in the Platform throughout the world belong to True Group (or its licensors) and the rights in the Platform are licensed (not sold) to the Customer. The Customer has no intellectual property rights in, or to, the Platform other than the right to use it in accordance with these terms of use. 

5.10. Improvements. From time to time, True Group may make changes to the Platform to introduce new features or implement improvements to the Platform.

 

6. USE OF CUSTOMER INFORMATION

6.1. Collection of Personal Data. In order to provide the Services to the Customer, True Group will collect and process the names and contact details of Customer personnel who wish to be authenticated as Authorised Users and those whose details are provided for the purposes of fulfilling contractual obligations such as account managers and billing contacts. 

6.2. Permission to process Personal Data. The Customer undertakes to comply with its own obligations under applicable data protection legislation including to ensure that all its personnel who provide their personal data to True Group give informed consent for the collection and processing of the personal data as described in these terms and True Group’s Privacy Policy. 

6.3. Platform Consent. Authorised Users will be required to give consent for the processing of their personal data when accessing the Platform. This will include consent for billing data to be processed by a third party in order to submit invoices for and collect any subscription Fees. 

6.4. Privacy Policy. True Group agrees to process the Customer’s personal data in accordance with the True Group Privacy Policy.

 

7. CONFIDENTIALITY

7.1. Confidentiality Obligation. The Customer and True Group each agree to: 

(a) hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than in order to use and receive the Services; 

(b) take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of these terms; 

(c) promptly, upon request or upon termination of the Contract, return to the other party all materials incorporating Confidential Information in its possession or control or, if requested, destroy all such materials. 

7.2. Permission to use Confidential Information. Each party is permitted to use the Confidential Information of the other as necessary for the performance of and receipt of the Services and to disclose Confidential to its employees, contractors and agents on a need-to-know basis provided those parties are subject to confidentiality provisions. 

 7.3. Disclosure subject to court or regulatory body order. Either party may disclose the other’s Confidential Information to the extent required by law or any court, tribunal, regulator or other authority with competent jurisdiction to order its disclosure. 

 7.4. Exception. The obligations and restrictions set out in Clause 7.1, 7.2 and 7.3 do not apply to information that: 

(a) is or becomes publicly known other than through any act or omission of the receiving party; 

(b) was in the other party's lawful possession before the disclosure; 

(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; 

(d) is independently developed by the receiving party, which independent development can be shown by written evidence.

 

8. LIMITATION OF LIABILITY

8.1. No limitation. Nothing in these terms or the Contract shall limit or exclude either party’s liability for: 

(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; 

(b) fraud or fraudulent misrepresentation; or 

(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law. 

8.2. Limited claims. Subject to Clause 8.1, True Group shall not be liable to the Customer, any affiliate of the Customer or its officers, employees or contractors or to any Authorised User, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for: 

(a) loss of profits; 

(b) loss of sales, revenue or business; 

(c) loss of opportunity or contracts; 

(d) loss of anticipated savings; 

(e) loss of use or corruption of software, data or information; 

(f) loss of or damage to goodwill;  

(g) loss of or waste of management or other staff time; or 

(h) indirect, consequential or special loss. 

8.3. Limited Liability. Subject to clause 8.1, True Group’s total liability to the Customer, any Group Company or the officers, employees or contractors of Customer or a Group Company, whether in contract, tort (including negligence), breach of statutory duty or otherwise, arising under or in connection with the Contract shall be limited to the lower of (i) the Fees paid under the Contract by the Customer in the twelve months prior to the event giving rise to the claim or (ii) one hundred thousand pounds (£100,000). 

8.4. Exclusion of Liability.  

(a) True Group shall not be liable to the Customer, any Group Company or the officers, employees or contractors of Customer or a Group Company, for any use of the Platform other than for its intended purpose, for any use of the Platform that is not in accordance with the Acceptable Use Policy or contrary to its proper use as set out in Clause 5. 

(b) True Group shall not be liable to the Customer, any Group Company or the officers, employees or contractors of Customer or a Group Company, for any reliance placed on data or recommendations supplied by a third party, for example, via the Platform.  

(c) True Group makes no guarantee about the availability of prices from Utility Suppliers until an order has been confirmed and the contract locked in by the Utility Supplier.  

(d) True Group does not warrant or represent that any utilities provided by a Utility Supplier proposed by True Group will be at the very best price on the market at any time or that they cannot be obtained more cheaply by any other means and shall have no liability to the Customer, any Group Company or the officers, employees or contractors of Customer or a Group Company, should better prices than those proposed by or traded by True Group be available.  

(e) True Group does not guarantee a certain level of cost savings.  

(f) The Customer acknowledges that utilities prices may go up or down and agrees that True Group shall have no liability to the Customer, any Group Company or the officers, employees or contractors of Customer or a Group Company, for fluctuations in utility prices. 

8.5. This Clause 8 shall survive termination of the Contract.

 

9. TERM AND TERMINATION

 9.1. Initial Term and Renewal. The Contract shall, unless otherwise terminated as provided in this Clause 9, commence on the Effective Date and shall continue for the Initial Term. After expiry of the Initial Term, it shall renew automatically on the same terms (but subject to a change in the Charges, if applicable) for the Renewal Periods. 

 9.2. Non-renewal. If the Customer does not wish to renew the Contract for a Renewal Term, it shall inform True Group in writing at least six months before expiry of the Initial Term. 

 9.3. Termination under the Contract Terms. The Contract may be terminated by True Group during the relevant term if the Customer breaches the provisions of Clause 5.6 (Meter Data). 

 9.4. Termination Right of Both Parties. Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate the Contract without liability to the other at any time with immediate effect upon written notice if the other party or an Authorised User: 

(a) is in material breach, or persistent or repeated breach, of any of its obligations under the Contract and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days following notice of the breach; or 

 (b) voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; or if the other party becomes subject to an administration order or enters into any voluntary arrangement with its creditors or ceases or threatens to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction; or the other party’s financial position deteriorates to such an extent that it affects that party’s ability to adequately fulfil its obligations under the Contract. 

9.5. Consequence of Termination. Upon termination of the Contract, for any reason, all amounts payable shall become due immediately and access to the Platform shall be terminated.  Any accrued rights or liabilities shall not be affected and any provision intended to come into force or continue in effect after termination shall not be affected.shall survive termination. 

 

10. GENERAL PROVISIONS

10.1. Subcontracting and Assignment. True Group may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent. The Customer shall not, without the prior written consent of True Group, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract. 

 10.2. Marketing. The Customer agrees that True Group may publish Customer’s name and logo in its customer lists, and promotional, marketing and investment materials, in any media. Any use of the Customer’s name and logo shall be in accordance with the applicable brand guidelines as notified by the Customer from time to time. Customer will co-operate with True Group in producing any press releases or case studies regarding the supply of the Services to the Customer. 

 10.3. Entire Agreement. These terms together with any other terms or forms expressly incorporated by reference set out the entire agreement and understanding between the parties and, except where the parties have agreed specific terms relating to Services or agreed otherwise, supersede any previous agreement between the parties relating to its subject matter. Any terms and conditions attached to purchase orders or presented by the Customer are expressly excluded. By entering into the Contract each party acknowledges and agrees that it has not relied on any representations made by the other. Any such representations are excluded. Nothing in this clause shall limit liability for any representations made fraudulently. 

 10.4. Third Party Rights. A person who is not a party to the Contract has no rights under the Contracts (Rights of Third Parties) Act 1999 (the "Act") to enforce, or to enjoy the benefit of, any term of the Contract, but this does not affect any right or remedy of a third party which exists or is available apart from the Act or that is expressly provided for under the Contract. 

 10.5. Warranty of Authority. Each party represents and warrants to the other that it is duly organised, validly existing and in good standing under the laws of the jurisdiction of its organisation, and has the requisite power and authority to execute, deliver and perform its obligations under the Contract. Each party represents and warrants to the other that the Contract has been duly authorised, executed and delivered by such party and constitutes a valid and binding obligations of such party enforceable against such party according to its terms. 

 10.6. Force Majeure. Neither party shall be in breach of the Contract nor liable for any delay in performing, or failure to perform, any of its obligations if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing the obligations. If the period of delay or non-performance continues for longer than is reasonable in the circumstances, the parties may agree to terminate the relevant Contract. 

 10.7. Survival. Each of the paragraphs of these terms of use operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect. 

 10.8. Waiver. The waiver of one breach or default or any delay in exercising any rights shall not constitute a waiver of any subsequent breach or default. The headings are for convenience and shall not be used to construe these terms. 

 10.9. Variation. Save as otherwise expressly stated in these terms, the Contract may only be modified or varied in writing executed by duly authorised representatives of both parties. However, True Group may change any terms related to use of the Platform to reflect changes in law or best practice or to deal with additional Platform features.  

 10.10. Governing Law and Jurisdiction. The Contract and any disputes or claims arising out of or in connection with it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by the laws of England and Wales and the parties submit to the exclusive jurisdiction of the English courts. 

 

November 2025