Terms of Service

Definitions

Supplier — an energy supplier, including a retail electric provider (REP) or other provider of energy supply services or products.

Supplier Contract — the contract setting out the terms and conditions on which the Supplier provides the Supplier Services to the Customer.

Supplier Services — the energy supply services and/or products as may be agreed to be provided by a Supplier to a Customer.

Terms — these terms and conditions setting out the basis on which the Services are provided by United Power Group LLC.

Letter of Authority — the Letter of Authority provided to you by United Power Group LLC and executed by you, the customer, to authorize United Power Group LLC to negotiate with energy suppliers on the customer's behalf.

1. United Power Group LLC Terms of Business

1.1 The following "Terms" are set out to provide the customer ("you") with a summary of the main terms that apply to your use of United Power Group LLC ("UPG," "us," or "we"), including how we work with energy suppliers.

1.2 These Terms will apply when UPG provides you with a service and no other specific written agreement has been presented and accepted. The written agreement may be a signed agreement or terms & conditions sent to you by UPG in a welcome letter, email or any other written communication regarding the services supplied to you by UPG.

1.3 By using UPG you are agreeing to these Terms and that they will apply unless and until you have a written agreement in place with UPG, in which case the terms of the written agreement will prevail.

1.4 UPG works with numerous energy suppliers whose services we are able to broker. We can provide a list of suppliers on request. You can request that list from your account manager.

2. Provision of Services

2.1 When authorized by you under UPG's Letter of Authority (LOA), we will contact all relevant energy suppliers to gather information and provide you with suitable and available options for you to select your preferred supplier.

2.2 UPG will endeavor to negotiate and secure competitive and favorable quotations on behalf of the customer and will provide relevant quotations obtained from the suppliers to the customer.

2.3 All of UPG's proposals provided to the customer contain indicative rates and therefore do not constitute a contract, and there is no guarantee of rates. UPG's proposal is only guaranteed once contracts have been agreed by the customer and the rates have been confirmed as secured by the chosen supplier.

2.4 Any quotation offered by a supplier to a customer via UPG shall not constitute an offer; the quotation is only valid for the period that the supplier dictates and can be changed at any point by the supplier until the contract is agreed and secured by the supplier.

2.5 Where a customer wishes to proceed with a quotation from a supplier, UPG will complete the provision of the Services by organizing the written contract between the supplier and customer for the supply and purchase of the Supplier Services.

2.6 To enable UPG to provide the Services, the customer is responsible for ensuring that all information provided by them is true and accurate. Any errors must be promptly made known to UPG.

2.7 Any energy supply contract you enter into is between you, the customer, and the supplier; we are not responsible for the terms of the supply contract or performance under it.

3. Charges and Payment

3.1 Unless you agree to pay a fee directly to us, UPG is typically remunerated for the services that it supplies to you via a payment from an energy supplier as a "commission" for securing your energy supply contract. This is usually included by way of an uplift applied within the costs charged to you under your energy supply contract. Your charges for UPG's provision of services are therefore typically included in the supply contract charges that you pay.

3.2 UPG will only earn a commission if it is successful in brokering an energy supply contract on the customer's behalf.

3.3 In order to calculate the estimated total commission, you need to take the uplift and multiply it by the number of units.

3.4 UPG will disclose to the customer, on request, the estimated amount of commission at the point of contracts being agreed. You are then entitled to request the commission amount any time after the contract has gone live.

3.5 UPG will remain entitled to collect commission under your energy supply contract despite the expiry or withdrawal of your services with UPG.

3.6 The customer will not pay UPG any additional fees on top of commission built into supply contracts unless there have been prior alternative commercial agreements made between UPG and the customer.

3.7 The supplier shall pay any commissions directly to UPG. By entering into a supply contract brokered by UPG, you, the customer, confirm that you are aware that commission is payable directly to UPG and waive any rights you may have to challenge such commissions now or in the future.

4. Customer Obligations

4.1 The customer will reimburse UPG on written demand any loss or costs sustained by UPG arising directly from the customer's default.

4.2 If the customer uses UPG's services to obtain an energy supply contract, which then fails to go live, or is cancelled, terminated or otherwise transferred away from the customer or supplier, or the customer chooses not to proceed with the supply contract for any reason, then UPG is entitled to charge the customer a fee up to the total value of the contract commission payable to UPG.

4.3 The customer agrees that UPG is not liable in any way for or in relation to any transaction, dealing or arrangement of any kind made between the customer and a Supplier. Any transactions or dealings are at the customer's sole risk and responsibility.

5. Limitations of Liability

The customer's attention is particularly drawn to this clause

5.1 Nothing in these Terms shall limit or exclude UPG's liability for:

• 5.1.1 — death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
• 5.1.2 — fraud or fraudulent misrepresentation; or
• 5.1.3 — any other liability that cannot be limited or excluded under applicable law.

5.2 Subject to clause 5.1:

• 5.2.1 — UPG shall under no circumstances whatever be liable to the customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with these Terms or the supply of the Services by UPG;
• 5.2.2 — UPG's total liability to the customer in respect of all other losses arising under or in connection with these Terms or the supply of the Services to the customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed $5,000.

5.3 UPG will take reasonable care and skill in the provision of the Services. The Services are, however, dependent upon third parties, including Suppliers and existing suppliers. UPG is, therefore, unable to guarantee any time for completion of the Services.

6. Privacy and Personal Information

6.1 UPG does not anticipate receiving any personal information from the customer pursuant to this agreement, other than contact details of the relevant personnel who are responsible for dealing with energy matters, which UPG will handle in accordance with our Privacy Policy.

6.2 The customer agrees that UPG may share contact details of relevant personnel with the energy supplier for the purpose of providing the Services.

6.3 Each party shall comply with the obligations imposed on it under applicable US federal and Texas privacy laws in respect of any personal information processed in connection with these Terms.

7. Complaints

7.1 Customers can submit a complaint using one of the following methods:

• 7.1.1 Via the contact form on the UPG website (upg.energy/contact)
• 7.1.2 Via email, by emailing the complaint to [email protected]
• 7.1.3 Or by calling +1 (713) 929-3217

7.2 UPG will contact you, the customer, within 3 business days to acknowledge receipt of the complaint. We will then investigate and try to resolve the complaint; where possible, we aim to do this within 10 business days.

7.3 If you, the customer, do not find our outcome satisfactory, you will need to appeal our resolution within 28 days of our response. You will need to do this in writing, stating your reasons for the appeal and requesting that we re-evaluate. This will then be passed to a member of the leadership team to investigate.

7.4 Within 8 weeks from when you first raised the complaint, we will send you, the customer, a final response letter. This will contain our final offer and proposed resolution.

7.5 If you still feel our response is unreasonable, you may pursue any rights and remedies available to you under applicable law, including raising the matter with the relevant Texas regulatory authority or consumer protection office.

8. Governing Law

8.1 These Terms, and any dispute or claim arising out of or in connection with them, are governed by the laws of the State of Texas, without regard to its conflict of laws principles. The parties submit to the jurisdiction of the courts located in the State of Texas.

9. Contact Information

United Power Group LLC
601 South Railroad Street
Lewisville, TX 75057
+1 (713) 929-3217
[email protected]