Billing Intelligence Service Terms
These terms support the signed Billing Intelligence Service Agreement between Best Energy Ltd, company number 08718604, of Generator Building, Finzels Reach, Counterslip, Bristol, BS1 6BX, trading as Best.Energy, and the business named as Client in that agreement. They govern the billing investigation, correction, recovery and applicable scheme services described below.
They apply only when the Service Agreement expressly incorporates this version. Browsing this page alone does not create a service appointment. The commercial particulars, account list and separate account-holder authority remain private documents. The agreement and precedence rules are in clause 12.
Previous versions: None
Definitions
Service Agreement means the signed commercial particulars and its completed Schedule 1 account list and existing matters register. Included Accounts are only the legal account holders, beneficiaries, sites, meters and review periods expressly listed there. Fee Rate means the success-fee percentage stated in the commercial particulars. Services means the work in clause 1 for those Included Accounts. Opportunity, Net Recoveries, Verified Savings and Measurement Period have the meanings in clauses 2, 4 and 5.
1 Appointment and scope
1.1 Best.Energy will use reasonable care and skill to review the Included Accounts, compare billing with relevant contracts, meter records and charging rules, document discrepancies, recommend corrections and support recovery within the agreed authority.
1.2 The review covers non-commodity elements where applicable: distribution and transmission charges; capacity, availability and reactive power charges; standing charges; metering and data service charges; policy levies and pass-through charges; and the correct application of Climate Change Levy, VAT and applicable Government schemes. Meter or account errors are included where they affect those charges. Applicable schemes include Climate Change Agreements (CCA), the British Industrial Competitiveness Scheme (BICS), Energy Intensive Industries (EII) relief and compensation, and other current or future energy, levy or industrial-support schemes relevant to the Included Accounts and this scope.
1.3 The parties will agree the review period for each account. Access to older records does not establish a right to recover every historic charge. Applicable time limits, evidence, contract terms and scheme eligibility must be assessed for each Opportunity.
1.4 Wholesale energy procurement, supply switching, equipment installation, operational energy reduction projects, litigation, broker mis-selling claims, regulated claims management and tax representation are excluded. ESOS and SECR works require a separate written scope, fee and any necessary qualified adviser. This review may identify matters for that separate work. The exclusion of tax representation does not exclude the scheme application support expressly included in clause 1.5; specialist opinions, statutory certification and representation in tax disputes remain outside scope unless separately agreed.
1.5 Scheme services include reviewing eligibility, identifying evidence needed, preparing and coordinating applications, supporting submission with the approvals required by clause 7.3, and following up with the relevant supplier, scheme administrator, sector association or authority. Best.Energy will identify relevant ongoing reporting and renewal requirements; any reporting or renewal work it is to undertake must be recorded in writing, including responsibility and timing. This does not automatically extend the appointment. There is no separate application fee: only qualifying benefits actually realised are subject to the Fee Rate under clauses 4 to 6. Expenses and additional services require prior separate written agreement.
2 Disclosure and the Opportunity record
2.1 Best.Energy need not disclose the account-specific method, calculation or remedy for a potential Opportunity before this agreement is signed. Its pre-signature analysis may support an Opportunity first disclosed under this agreement. No allegation, amount or saving is accepted merely by signing.
2.2 An Opportunity is an evidenced billing correction, applicable scheme benefit or non-commodity cost reduction for an Included Account that Best.Energy identifies to the Client in a dated written Opportunity Notice during the term. The notice must identify the issue, affected account and period, evidence, proposed action, benefit category and measurement method.
2.3 Best.Energy must distinguish estimates from verified amounts and flag material underbilling, repayment or operational risks it discovers. The Client may challenge any finding or baseline. Silence is neither agreement to a calculation nor authority to implement a change.
3 Existing matters and use of findings
3.1 The Client will list existing claims and documented opportunities in Schedule 1 before disclosure. An issue already specifically identified and being pursued by the Client or its adviser before Best.Energy's disclosure is excluded to that extent if supported by contemporaneous evidence. A general suspicion that bills may be wrong is not, by itself, evidence of the same specific issue.
3.2 The same Fee Rate applies where the Client, a listed beneficiary or its adviser materially uses Best.Energy's disclosed findings to realise the qualifying benefit, whether or not Best.Energy performs the implementation. Best.Energy must evidence the causal connection. Independent, unrelated savings are excluded and the same benefit cannot be charged twice.
3.3 (a) The Client appoints Best.Energy as its exclusive external adviser for the billing investigation and non-commodity savings services described in clause 1 in respect of the Included Accounts. Exclusivity applies during the initial investigation term stated in the Service Agreement, unless this agreement is terminated earlier under clause 8. Any extension of exclusivity must be expressly agreed in writing by both parties.
(b) During that period, the Client must not appoint, instruct or authorise another provider to undertake overlapping investigation or recovery work within that scope without Best.Energy's prior written consent, such consent not to be unreasonably withheld or delayed. Matters excluded under clause 3.1 and services outside the agreed scope are unaffected. Each listed beneficiary must separately agree in writing to equivalent exclusivity before this restriction applies to that beneficiary.
(c) The Client may continue its routine internal billing checks, ordinary supplier communications and independent legal, accounting or tax advice. It must promptly inform Best.Energy of any overlapping claim, direct supplier action or third-party involvement concerning a notified Opportunity and reasonably coordinate that activity to avoid duplication or prejudice to the claim. Nothing in this clause prevents urgent action reasonably required to preserve a legal right or meet a deadline, provided Best.Energy is informed as soon as reasonably practicable.
(d) Best.Energy must progress the review with reasonable diligence and provide the updates required by clause 7.6. Exclusivity ends on expiry or termination of the appointment. Fees for the use of disclosed findings remain subject to clause 3.2 and the calculation and time limits in clauses 4 to 6 and 8.3. Breach of exclusivity does not itself make forecast or unrealised savings chargeable. Any claim for loss arising from a breach remains subject to clause 10, and there must be no double recovery.
4 Historical recoveries
4.1 Net Recoveries are refunds actually received, irrevocable credits actually used against sums otherwise payable, or a final supplier correction reducing an outstanding invoiced balance, attributable to an Opportunity. A provisional credit or an unused refundable account balance does not trigger a fee until it is realised. Corrected invoices and cancellations relating to periods before implementation are recoveries, not future savings. Scheme repayments or compensation directly attributable to an Opportunity are included only when actually received and to the extent they relate to eligible historical charges; unrelated compensation remains excluded.
4.2 Net Recoveries exclude recoverable VAT, unrelated compensation or interest, ordinary payment on account, refundable deposits, and amounts already recovered or credited before the Opportunity. Deduct directly related additional liabilities, reversals and agreed third-party recovery costs before calculating the fee at the Fee Rate. Non-recoverable VAT is included only to the extent its treatment is evidenced and agreed.
5 Ongoing savings
5.1 Verified Savings are the positive net difference between the charges that would have applied without an implemented Opportunity and the corrected charges for the same actual billing period, usage, demand and operating conditions. Only the charges identified in that Opportunity are compared. The Measurement Period is its first 12 consecutive months from the effective implementation date.
5.2 The calculation must use the same applicable external tariffs, tax rules and billing days on both sides, isolating the effect of the correction. Recoverable VAT is excluded. Non-recoverable VAT is included only to the extent its treatment is evidenced and agreed.
5.3 Deduct documented incremental implementation and ongoing costs, any lost related discounts and directly related adverse charges. Unrecovered costs and negative adjustments carry forward within the Opportunity's Measurement Period; savings cannot be selected from favourable months while related losses are omitted. Approved one-off implementation costs are deducted in full before a fee accrues unless another allocation is signed in the Opportunity record.
5.4 Savings become chargeable only when supported by corrected bills or equivalent account records showing the reduced liability. Estimates and annualised forecasts are not chargeable. Rebill credits are allocated to their underlying period, so the same amount cannot be both a Recovery and a Saving.
5.5 For a scheme benefit paid separately from the energy bill, equivalent official payment records may evidence the reduction in net charges. The parties must record the relevant charges, period, implementation date and calculation in the Opportunity Notice. No fee arises merely because eligibility is confirmed or an application is approved. A payment cannot also be counted as a historical recovery or charged more than once.
6 Invoicing and reconciliation
6.1 The cumulative fee for an Opportunity is the Fee Rate multiplied by its eligible, positive net benefit, less fees already invoiced for that benefit. VAT is added to the fee where applicable. Each invoice must show the Opportunity reference, supporting records, benefit calculation, deductions, previous amounts charged and current fee.
6.2 The Client will provide benefit evidence within 10 business days after receipt and identify any invoice dispute promptly with reasons. Undisputed amounts remain payable. A disputed calculation must be resolved on evidence; neither party may impose an unsupported estimate. No minimum fee is implied.
6.3 If a benefit is reversed or reduced, Best.Energy will recalculate and credit or repay the excess related fee within 30 days after evidence is agreed or the dispute determined. Reversal adjustments can apply after termination or the Measurement Period. There is no double recovery through fees and damages. Other remedies remain subject to clause 10.
6.4 Each party will keep relevant benefit and fee records for six years after final reconciliation, subject to data minimisation. On reasonable notice, the Client will permit a confidential, proportionate review of records relevant to a genuinely disputed fee by a mutually agreed independent accountant. Their costs and remit must be agreed first.
6.5 Best.Energy invoices monthly in arrears. Payment is due within the period stated in the signed commercial particulars from a valid, supported invoice. No upfront investigation fee, minimum success fee or fee on forecasts is payable. Expenses and additional services need separate written agreement before they are incurred. Refunds and credits belong to the relevant account holder; Best.Energy does not receive or hold client money.
7 Authority and working arrangements
7.1 The Client will supply complete and accurate bills, contracts, meter data, charging schedules, prior claims and relevant relief evidence, and identify an authorised contact. Best.Energy may rely reasonably on that material, but must investigate apparent inconsistencies within scope. The Client will disclose existing adviser commitments and obtain permissions from each account holder.
7.2 The Client contracts as principal and will pay fees on benefits realised by the beneficiaries it lists in Schedule 1. Listing a group company does not itself bind that company or authorise access to its data. Its authorised officer must give the necessary letter of authority or accession before Best.Energy accesses its records or acts on its account.
7.3 The limited letter of authority signed separately by each account holder permits information requests and non-binding billing enquiries only. Each account holder must sign it. Best.Energy must obtain the Client's and, where different, the account holder's prior written approval before submitting a formal recovery demand or complaint, accepting a settlement, requesting a charging or capacity change, submitting a scheme application, or making an eligibility declaration.
7.4 No authority is given to switch or renew energy supply, enter contracts, change bank details, receive refunds, admit liability, waive rights or conduct legal proceedings. The Client remains responsible for deciding whether to pay or dispute supplier bills. Best.Energy cannot suspend supplier collection or extend a statutory or contractual deadline.
7.5 Before any capacity reduction, the parties must review maximum demand, operating peaks, headroom and planned growth, and obtain the relevant technical and network approval. Tax or levy relief must be supported by eligibility evidence and any required certificate or specialist advice. Savings are not guaranteed. The Client and relevant account holder must approve the application evidence, declarations, scheme commitments and any required certifications. Eligibility and approval depend on the applicable rules and the decision of the relevant body. Best.Energy will flag known deadlines, evidence gaps, reporting obligations and material repayment or clawback risks; it does not guarantee eligibility or approval. Scheme changes or missing or inaccurate Client information may affect delivery, without removing Best.Energy's duty of reasonable care and skill.
7.6 Best.Energy will provide an initial data-gap list, a register of findings with evidence, recommended next actions and monthly progress updates while active enquiries continue. It will notify the Client promptly of material obstacles or known deadlines. Delivery dates depend on data availability and third-party responses; any binding milestone must be agreed in writing.
8 Ending the appointment
8.1 Either party may terminate on 30 days' written notice. Either may terminate for a material breach not remedied within 14 days after written notice describing it, or immediately for an irremediable material breach. Best.Energy may pause new work for overdue undisputed fees or missing essential data after 10 business days' written notice.
8.2 On expiry or termination, Best.Energy will cease new work and supplier contact unless a specific continuation is authorised, return available Client records, and provide a register of Opportunities already disclosed and outstanding actions. The letter of authority ends with the appointment unless separately extended in writing by the account holder.
8.3 Accrued fees remain payable. For Opportunities disclosed during the term, a Recovery is chargeable only if realised during the term or within 12 months after it ends. An ongoing saving remains chargeable only where the relevant correction takes effect during the term or within six months after it ends, and only for that Opportunity's first 12-month Measurement Period. The causal connection and exclusions in clause 3 still apply.
8.4 A termination payment is not charged. Expiry does not accelerate fees on forecast benefits. The Client will continue supplying relevant benefit evidence during the limited periods in clause 8.3. Confidentiality, accrued rights, verification, reconciliation, liability and dispute provisions survive as needed to give them effect.
9 Information and work product
9.1 Each party will protect the other's confidential commercial information and use it only to perform this agreement or exercise its rights. Disclosure is permitted to staff, advisers, relevant account holders, suppliers, scheme administrators, sector associations and relevant authorities who need it for that purpose and are subject to suitable confidentiality duties, or as required by law. Public, independently developed or lawfully received information is excluded.
9.2 Confidentiality lasts five years after termination, and for trade secrets while they remain secret. The Client may use findings to obtain and maintain the relevant correction, subject to the agreed fees; it may not sell Best.Energy's methodology or disclose it for unrelated commercial use. Client source data remains its property; Best.Energy retains its tools and original methodology. No right to a fee arises from ownership of the Client's own data.
9.3 Each party will comply with applicable data protection law. Each is a separate controller for its own business contacts, administration and legal obligations. Where Best.Energy processes personal data solely for the Client's audit or scheme-service instructions, Annex A applies. Roles depend on the actual processing; any materially different processing requires written agreement first.
10 Liability
10.1 Nothing excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot lawfully be excluded or limited. The Client's obligation to pay properly due fees and Best.Energy's obligation to repay overcharged fees are not damages subject to the cap.
10.2 Subject to clause 10.1, each party's aggregate liability arising out of this agreement, in contract, tort including negligence or otherwise, is limited to 200% of the total fees paid or payable under this agreement.
10.3 Neither party is liable for indirect or consequential loss. This does not automatically exclude direct loss of an evidenced recovery or saving, or reasonable direct rectification costs, where legally recoverable and caused by breach; those losses remain subject to clause 10.2. Each party must take reasonable steps to mitigate loss.
10.4 Best.Energy does not warrant supplier acceptance or a particular recovery, saving or timescale. It remains responsible for its own reasonable care and skill and for any subcontractor it engages. It will maintain insurance appropriate to its obligations and provide evidence on reasonable request.
11 Disputes
11.1 The parties' senior representatives will try to resolve a notified dispute within 20 business days. They may agree mediation or independent expert determination of a calculation. Neither is mandatory without agreement, and neither prevents urgent relief or steps needed to preserve legal rights. England and Wales law applies; its courts have exclusive jurisdiction.
12 Agreement
12.1 The signed commercial particulars, this identified version of the online terms including Annex A, and the completed Schedule 1 account list and existing matters register form the agreement, together with each separately signed limited letter of authority. In the event of inconsistency, the commercial particulars prevail, followed by these terms and Schedule 1, except that Annex A governs processing on the Client's instructions and the limited letter of authority governs the limits of supplier authority. The parties expressly agree that this agreement prevails over and replaces conflicting Client or group purchasing conditions, purchase-order terms, portal terms or other standard terms relating to the Services, including exclusivity, success fees, payment, liability and ownership or use of findings. A purchase order is administrative only and does not introduce different terms.
12.2 The version identified in the Service Agreement must be supplied or made accessible before signature and remains the applicable version for that agreement. Publishing updated terms does not vary an existing agreement. A variation must identify the provision being changed and be signed by authorised representatives of both parties. Best.Energy will retain an accessible copy of the incorporated version.
12.3 This is the entire agreement for the Services and does not affect liability for fraud. Neither party may assign it without the other's written consent, not unreasonably withheld. No third party has enforcement rights. If a provision is unenforceable, the remainder continues. No delay is a waiver. Signatures may be electronic and in counterparts. Written notices go to the emails designated in the Service Agreement and are effective on acknowledged delivery or, absent a failure notice, the next business day. A business day is Monday to Friday excluding public holidays in England.
Annex A Personal data processing
Processing on the Client's instructions
1. Scope. The Client is controller and Best.Energy processor for receiving, checking, storing and sharing personal data in billing records and relevant scheme application records on the Client's instructions, for the Services and authorised verification period. This may include names, work contacts, signatures and correspondence of staff, supplier contacts and scheme-administrator contacts. Special-category and criminal-offence data are excluded. The Client determines lawful purposes, provides necessary notices and ensures it may supply the data.
2. Instructions. Best.Energy will process this data only on documented Client instructions, including this agreement, unless UK law requires otherwise. It will inform the Client before legally required processing unless prohibited, and promptly flag any instruction it reasonably believes breaches data protection law.
3. Security. Best.Energy will restrict access to authorised people under confidentiality duties and maintain proportionate safeguards: access controls, multifactor authentication where available, secure transfer and storage, managed devices, recoverable backups and incident response. Data must be minimised to the review's needs.
4. Other processors and transfers. No subprocessor is authorised by this agreement alone. Best.Energy must obtain the Client's prior written authorisation, identifying the service and processing location, before appointment. It must impose equivalent written obligations and remains responsible for the subprocessor. Restricted international transfers require prior documented Client authorisation and a lawful transfer mechanism with required assessments and safeguards.
5. Assistance. Taking account of the processing and available information, Best.Energy will reasonably assist with individual rights, security duties, breach notifications, impact assessments and consultation with regulators. It will notify the Client without undue delay after becoming aware of a personal data breach affecting the Client's data and provide available details, containment actions and updates. It will not notify individuals or a regulator on the Client's behalf without instruction unless law requires it.
6. Assurance. Best.Energy will provide information reasonably needed to demonstrate compliance and allow proportionate audits and inspections by the Client or its mandated independent auditor, subject to confidentiality and reasonable coordination. These arrangements must not prevent an urgent audit justified by a serious incident or a regulator's requirement.
7. End of processing. At the Client's choice, Best.Energy will return or securely delete processor-held personal data and copies within 30 days after the relevant Services and verification finish, unless law requires retention. Backups will be isolated and deleted through the normal secure cycle within 90 days. Any separately retained controller records must be limited to a lawful, necessary purpose and access restricted.
8. Responsibility. These terms preserve statutory duties and data subjects' and regulators' rights. New data categories, system connections or processing purposes require prior written agreement.
