Spark Plan Check Installer Agreement (Great Britain)

This agreement is between ClarityIntel Pty Ltd (ABN 54 697 254 596), a company registered in Australia, trading as Spark Plan Check (we, us), and the business named on the Order Form (you). It starts when you accept it online or sign it, and the Order Form is part of it.

Key terms at a glance

1. Meanings

In this agreement:

• Account means your business's account on Spark.
• Customer means a homeowner or other person you run a plan check for.
• Customer Information means personal data about a Customer that you enter in Spark or that Spark produces about them, including their name, contact details, address, meter number (MPAN), supplier, electricity use and the system you're installing.
• Data Laws means the UK GDPR, the Data Protection Act 2018, the Privacy and Electronic Communications Regulations 2003 (PECR), and any other law about personal data or contacting people that applies.
• Energy Rules means the electricity supply licence conditions and any other energy law, rule, code or guidance that applies to marketing or arranging electricity contracts in Great Britain.
• Plan Check means one run of the service for one Customer at one address, and Result means what it produces, on screen, through the Customer's link, or as a download.
• Order Form means the details of your Account shown on your Billing page in Spark: your plan and its price, monthly or annual billing, the start date, how many of Your People can sign in, where invoices and notices go, your VAT number, and any Territory with its fee, minimum and dates. They're shown to you before you accept this agreement and emailed to you with your copy; when they change (for example, when you move up a plan), the Billing page shows the new details.
• Your People means your employees and contractors who sign in to your Account.
• Business Day means a day that isn't a Saturday, Sunday or bank holiday in England.

Headings are for convenience. "Including" doesn't limit what comes before it. If this agreement and the Order Form disagree, the Order Form wins, then the schedules, then these clauses.

2. The agreement

2.1 This agreement is a licence to use software as a service. It isn't a partnership, agency, franchise or employment, and neither of us can bind the other.

2.2 You confirm the person accepting it has authority to bind your business, and that you're acquiring the service for your business, not as a consumer.

3. The service

3.1 We'll provide the service described in Schedule 1 for your plan, from the start date on your Order Form, with reasonable care and skill.

3.2 We may improve or change how the service works, as long as the change doesn't materially reduce what's in Schedule 1. If a change would, clause 15 applies.

3.3 Tariff data comes from the suppliers' published tariff information. Results compare the suppliers named on each Result, not the whole market. We check the data with reasonable care, but we don't control it, and a supplier can change or withdraw a tariff at any time. Results are estimates on the information entered and the assumptions they show.

3.4 We aim to keep the service available at all times except for planned maintenance, which we'll try to do outside 8am–6pm UK time on Business Days. We don't promise any particular level of availability.

3.5 Support is by email. We aim to reply within one Business Day.

4. Your Account and Your People

4.1 You can add Your People, up to the number on your plan. Each person signs in with their own email address. You must keep the list up to date and remove anyone who leaves.

4.2 You're responsible for what Your People do in your Account, as if you did it.

4.3 Tell us straight away if you think someone has got into your Account who shouldn't have.

5. How you use the service

5.1 You may use the service and Results to advise your own Customers in the ordinary course of your business, including sending a Customer their link and giving them a printout or download of their Result.

5.2 You must: (a) enter information that is accurate to the best of your knowledge, from the Customer's own bill and the system you're quoting; (b) only enter information about a Customer you're dealing with, with the notice in Schedule 2 given to them; (c) follow the presentation rules in Schedule 3; (d) comply with the Data Laws and Energy Rules that apply to you, including when you contact Customers.

5.3 You must not: (a) resell, sublicense or provide the service to anyone other than your own Customers; (b) run Plan Checks for another installer, or let another business use your Account; (c) copy the tariff data in bulk, scrape the service, or use it to build a competing product; (d) try to get around security, or test it without our written agreement; (e) upload anything unlawful, or any logo or material you don't have the right to use.

5.4 We may suspend access for a person, or your Account, if we reasonably believe it's needed to stop a security risk, unlawful use, or harm to Customers. We'll tell you why straight away and restore access as soon as the reason is gone. We won't suspend for an unpaid invoice without first giving you 14 days' written notice.

6. Your Customers and their information

6.1 Schedule 2 sets out how each of us handles Customer Information. It's part of this agreement.

6.2 You own your relationship with your Customers. We don't contact your Customers to sell them anything, and we don't use Customer Information to market to anyone.

7. Our independence

7.1 We don't accept, and won't accept while this agreement is in force, any commission, referral fee, payment or other benefit from an electricity supplier, or anyone acting for one, in connection with Spark's recommendations.

7.2 The way Spark ranks tariffs doesn't take into account any payment to anyone.

7.3 We don't arrange switches, act as a broker or third-party intermediary for anyone, or provide a price comparison service to the public. Spark is a tool you use to advise your own Customers.

7.4 If you receive any payment or benefit from a supplier in connection with a Customer's switch, you must tell that Customer before they sign up (Schedule 3, rule 5). Our independence is a statement about us, not about you.

8. Fees, invoices and VAT

8.1 You'll pay the fees on your Order Form, in pounds. Unless it says otherwise, we invoice on the 1st of each month for the month before: your plan's fee (for the days you had it, in your first month), Plan Checks over those included, any Territory fee and any yearly re-checks. Annual plans are invoiced up front, on their start date and each anniversary. If you've saved a card with us, we take payment from it when we invoice.

8.2 Invoices are due within 14 days. If an invoice is unpaid 14 days after we've sent a written reminder, we may suspend your Account until it's paid.

8.3 VAT. We're a business established outside the UK supplying services to your business. We don't charge UK VAT; you account for any VAT due under the reverse charge. Our invoices say so. You'll give us your VAT number, if you have one, for the Order Form.

8.4 If you dispute an invoice in good faith, tell us within 30 days and pay the part that isn't disputed. We'll work through it with you under clause 18.

8.5 We don't charge interest on late payments or recovery costs beyond what a court awards.

9. Territory (only if on your Order Form)

9.1 For the term shown on your Order Form, we won't license Spark to another installer to provide residential tariff advice to homes in the postcode districts listed (the Territory). A postcode district is the first half of a postcode, such as BN1.

9.2 This doesn't apply to: (a) homeowners using a self-serve Spark product themselves; (b) SMEInspect's business clients; (c) suppliers, councils, community energy groups or government programmes offering it to their own customers; (d) another installer running a Plan Check for its existing customer in the Territory.

9.3 The Territory fee and the minimum number of Plan Checks a month are as on your Order Form. They're worked out from the houses (detached, semi-detached and terraced; not flats) in the Territory's postcode districts, from Census 2021 and Scotland's Census 2022, and they're fixed for the Territory's 12-month term.

9.4 You'll aim to run at least the minimum number of Plan Checks for Customers in the Territory shown on the Order Form, averaged over each quarter. If you're under it for two quarters in a row, we may end the exclusivity (not the rest of this agreement) with 30 days' written notice, and the Territory fee stops.

9.5 The Territory term doesn't renew automatically. We'll ask you at least 30 days before it ends whether you want to renew, with the fee and minimum worked out again from the latest figures.

9.6 Nothing in this clause limits what you may do, or who a homeowner can deal with.

10. Your logo and name

10.1 You give us a non-exclusive, royalty-free licence to show your business name and logo in the service, on your Customers' Results and links, while this agreement is in force.

10.2 You may also allow us, by approving the wording in writing, to name you as a Spark user or publish a case study.

10.3 You confirm you have the right to use the logo and name you give us.

11. Intellectual property

11.1 We (or our licensors) own the service, the software, the method and the format of Results. Nothing in this agreement transfers that ownership to you.

11.2 While this agreement is in force, you have a non-exclusive, non-transferable licence to use the service and to give Results to your Customers. Your Customers may keep and use their own Results for their own purposes, during and after this agreement.

11.3 You own your logo, your name and the information you enter.

11.4 If you give us suggestions or feedback, we can use them without paying you, but we won't identify you without your consent.

11.5 We'll defend you against any claim that your use of the service in line with this agreement infringes someone's intellectual property rights in the United Kingdom, and pay any amount awarded or agreed in settlement, as long as you tell us promptly, let us control the defence and help us reasonably (at our cost). We may instead change the service so it doesn't infringe, or end the affected part and refund fees paid for the time after it ends.

12. Confidentiality

12.1 Each of us will keep the other's confidential information confidential, use it only for this agreement, and only share it with people who need to know it for this agreement and are bound to keep it confidential.

12.2 This doesn't apply to information that is public (other than through a breach of this agreement), that the recipient already had or developed independently, or that law or a regulator requires to be disclosed (with notice to the other where allowed).

12.3 Your fees and the terms of your Order Form are confidential to both of us.

13. What each of us promises

13.1 What we promise. We'll provide the service with reasonable care and skill, keep it reasonably secure, and comply with the Data Laws that apply to us.

13.2 What we don't promise. Beyond clause 13.1 and anything the law implies that can't be excluded, we don't promise that: (a) a Customer will save the amount a Result shows: savings depend on their real use, their system, the supplier's terms and price changes; (b) a supplier will accept a Customer or keep a tariff available; (c) a Result covers every supplier or tariff in the market; (d) the service will be uninterrupted or error-free.

13.3 What you promise. You'll use the service in line with this agreement and the laws that apply to you, and the information you enter will be accurate to the best of your knowledge.

14. Liability

14.1 The cap. Each party's total liability to the other under or in connection with this agreement, however it arises (including negligence), is limited to the greater of: (a) the fees you paid (or were due to pay) under this agreement in the 12 months before the event giving rise to the claim; and (b) £500.

14.2 Indirect loss. Neither of us is liable to the other for loss of profit, revenue or goodwill, or for indirect or consequential loss.

14.3 Exceptions. The cap in 14.1 and the exclusion in 14.2 don't apply to: (a) your obligation to pay fees; (b) a party's fraud or fraudulent misrepresentation; (c) death or personal injury caused by negligence; (d) a party's breach of clause 12 or Schedule 2, but that liability is capped at the greater of £25,000 and three times the cap in 14.1; (e) our obligation under clause 11.5; (f) your obligation under clause 14.4; (g) any liability that can't be limited or excluded by law.

14.4 Your representations to Customers. You're responsible for, and will compensate us for loss we suffer from, a claim by a Customer or a regulator that arises because you or Your People: (a) changed a Result, presented it in breach of Schedule 3, or made a statement about it or about us that isn't in the Result; or (b) contacted a Customer in breach of the Data Laws or Energy Rules.

This doesn't apply to the extent the loss was caused by our own error, negligence or breach.

14.5 Reducing loss. Each of us must take reasonable steps to reduce loss we suffer from something the other has done, and neither of us is liable to the extent the other caused or contributed to the loss.

15. Changes to the service, this agreement or your price

15.1 We may change this agreement, Schedule 1 or the price of your plan only by giving you at least 60 days' written notice, explaining the change.

15.2 If the change is to your disadvantage, you may end this agreement by written notice before the change starts, without paying any early-exit cost, and we'll refund any fees you've paid in advance for the time after it ends.

15.3 We won't change the price of an annual plan or a Territory during its term.

15.4 We may make a change sooner than 60 days if a law, regulator or security risk requires it, with as much notice as we reasonably can. Clause 15.2 still applies.

15.5 Changes that are only to your benefit (for example a new feature at no charge, or a lower price) can take effect straight away.

16. Term and ending

16.1 Monthly plans continue until either of us ends this agreement with 30 days' written notice.

16.2 Annual plans run for 12 months from the start date. At least 30 days before the end, we'll remind you and ask whether you want another year or a monthly plan. If you don't reply, your plan becomes a monthly plan at the price on your Order Form at the end of the year, which you can end with 30 days' notice.

16.3 For a serious breach. Either of us may end this agreement by written notice if the other: (a) commits a material breach and doesn't fix it within 14 days of being told about it in writing; or (b) becomes insolvent, or has an administrator, receiver or liquidator appointed.

16.4 If we must stop. We may end this agreement with as much notice as we reasonably can if a law or regulator change makes it unlawful or impractical for us to provide the service. We'll refund any fees paid in advance for the time after it ends.

16.5 On a Territory. Ending the exclusivity under clause 9.4 doesn't end the rest of this agreement.

17. When this agreement ends

17.1 Access to your Account stops. You can download your Customers' Results before the end date, and for 30 days after it on request.

17.2 Your Customers' links keep working for 30 days after the end, then stop, unless you ask us to switch them off sooner.

17.3 We'll delete or return Customer Information as set out in Schedule 2.

17.4 You'll pay fees for the service up to the end date. If we ended this agreement under clause 15.2 or 16.4, or you ended it for our breach, we'll refund fees paid in advance for the time after it ends.

17.5 Clauses 11, 12, 13, 14, 17, 18 and 19 and Schedule 2 continue after this agreement ends.

18. Disputes

18.1 If there's a dispute, either of us can give the other written notice of it. Senior people from each side will try in good faith to resolve it within 20 Business Days.

18.2 If it isn't resolved, either of us may refer it to mediation through the Centre for Effective Dispute Resolution (CEDR), with the cost shared equally.

18.3 Nothing stops either of us seeking urgent relief from a court.

19. General

19.1 Notices must be in writing and sent by email to the address on the Order Form (yours) or to hello@sparkplancheck.com (ours), or another address given by notice. An email notice is received when it enters the recipient's system, or the next Business Day if that's after 5pm UK time.

19.2 Accepting online. You may accept this agreement online. We'll record who accepted it, the version and the time, and email you a copy.

19.3 Assignment. You may not transfer this agreement without our written consent, which we won't unreasonably withhold. We may transfer it to a related company, or to a buyer of the Spark business, with written notice, as long as the new party takes on all our obligations to you. If you reasonably object, you may end this agreement without cost before the transfer takes effect.

19.4 Subprocessors. We may use service providers to provide the service (listed in Schedule 2). We're responsible for them as if they were us.

19.5 Force majeure. Neither of us is liable for a delay or failure caused by something beyond our reasonable control (other than paying money), if we tell the other promptly and do what we reasonably can to reduce its effect. If it lasts more than 30 days, either of us can end this agreement by notice.

19.6 Whole agreement. This agreement is everything agreed about its subject. It replaces earlier discussions and proposals, but doesn't exclude liability for fraudulent misrepresentation.

19.7 Waiver and severance. Not enforcing a right isn't giving it up. If a provision is unenforceable, it's read down or severed and the rest continues.

19.8 Third parties. No one other than you and us has any right under the Contracts (Rights of Third Parties) Act 1999 to enforce this agreement.

19.9 Governing law. The law of England and Wales applies, and the courts of England and Wales have exclusive jurisdiction.

Schedule 1: The service

Included today, on every plan:

1. Plan Checks. You enter the Customer's bill figures (days, use in total, solar exported, the total), or upload their half-hourly smart-meter data when Spark can read it, and the system you're quoting (battery size and charge rate, EV and charger, solar size, inverter). Spark prices the current home tariffs of the suppliers named on the Result for the Customer's region and recommends the one that suits. Without smart-meter data, time-of-use tariffs are priced on a typical household's day, scaled to the bill, and the Result says so.
2. The Result: the recommended tariff against what the Customer pays now, the yearly saving, the top tariffs side by side, why it's recommended, what you give up, what the prices assume, which suppliers were compared, and which tariffs weren't and why.
3. The tariffs priced for that home as a spreadsheet.
4. The Customer's private link, showing the Result, your name and logo, and a link to sign up on the recommended supplier's own site (with step-by-step help where we have a guide for that supplier). The Customer signs up with the supplier directly.
5. The proposal PDF: the Result as a PDF with your logo, for you and the Customer.
6. Your Account: Your People, your logo, your Plan Checks by month, all your Plan Checks as a spreadsheet, and your invoices.
7. Yearly re-checks, if you switch them on (£1.50 a Customer a year): a year after each Plan Check, and each year after, Spark prices the Customer's tariffs again on the same use and system and emails you which Customers would save at least £100 by moving. Spark doesn't contact the Customer.

What the service doesn't do:

• It doesn't sign anyone up to a tariff, contact suppliers, or act for a Customer or a supplier.
• It doesn't compare the whole market: only the suppliers named on each Result.
• It doesn't take any account of payments to anyone.
• It doesn't give financial, tax or product advice about solar, batteries or EVs, or about the system you're selling.
• It doesn't contact your Customers.

Schedule 2: Customer Information and data protection

1. Roles. You're the controller of Customer Information. We process it on your behalf, as your processor, only to provide the service. This schedule is the contract Article 28 of the UK GDPR requires.

2. Your instructions. We process Customer Information only on your documented instructions, which are this agreement and your use of the service, unless the law requires otherwise (in which case we'll tell you first, where allowed). The subject matter is the service; the duration is this agreement plus the deletion period below; the nature and purpose is preparing and showing Results; the types of data are those in clause 1; the people are your Customers.

3. Notice to Customers. Before or when you enter a Customer's information in Spark, you'll give them the notice in 04-privacy.md (or one with the same effect), which tells them their information goes to Spark Plan Check and links to our privacy policy.

4. What we use it for. Only to: (a) provide the service to you and the Customer's link to them; (b) keep the service secure, fix faults and keep records the law requires; and (c) improve the service, using it only in anonymised form.

We don't sell Customer Information, use it to market to anyone, or give it to suppliers.

5. Confidentiality and our people. Everyone at ClarityIntel who can access Customer Information is bound to keep it confidential.

6. Security. We protect Customer Information with appropriate technical and organisational measures, including encryption in transit and at rest, access limited to people who need it, sign-in by a one-time code or link sent by email (with a second step for our own staff), and each installer seeing only its own Customers.

7. Subprocessors. You authorise the subprocessors listed in our privacy policy. We'll give you 30 days' notice of a new one that receives Customer Information, and you may object; if we can't resolve it, you may end this agreement without cost. Each is bound by terms giving the same protection as this schedule, and we're responsible for them.

8. International transfers. Customer Information is stored in our database hosted by Cloudflare, with its primary location in the Oceania region, and is accessed by ClarityIntel in Australia. Australia doesn't have a UK adequacy decision, so each such transfer is made under the UK International Data Transfer Addendum to the EU standard contractual clauses (module two, controller to processor where you're the exporter), which this agreement incorporates, supported by our transfer risk assessment, which we'll give you on request. Transfers to our subprocessors in the United States rely on the UK Extension to the EU–US Data Privacy Framework where the subprocessor is certified, or the Addendum otherwise.

9. Helping you. We'll help you, at no cost for reasonable requests, to respond to Customers exercising their rights (access, correction, deletion, objection), to carry out any data protection impact assessment, and to meet your security and breach duties.

10. Breaches. If we become aware of a personal data breach affecting Customer Information, we'll tell you without undue delay and in any event within 48 hours, with what we know, and keep you updated, so you can notify the ICO within 72 hours and affected Customers where required.

11. Keeping and deleting. We keep each Plan Check for 2 years from when it was last run or re-checked, then delete it, unless you delete it sooner. When this agreement ends, you can download your Customers' Results for 30 days; we then delete Customer Information within 60 days, except where the law requires us to keep it. Backups are overwritten in the ordinary course within a further 35 days.

12. Audits. We'll make available the information you reasonably need to show compliance with Article 28, and allow an audit by you or an auditor you appoint, on reasonable notice, at your cost, no more than once a year unless there's been a breach.

13. Our UK representative. Our representative under Article 27 of the UK GDPR is Prighter Ltd (app.prighter.com/portal/14260907372).

14. The Customer's link is a long random address that can't be guessed, but anyone who has it can open it. You'll send it only to the Customer (or someone they ask you to send it to), and tell them to keep it private. Either of you can ask us to switch a link off.

Schedule 3: How you present Results

These rules protect your Customers, and you and us from claims of misleading practices under the Digital Markets, Competition and Consumers Act 2024.

1. Whole, with the assumptions. Show a Result as Spark produces it. If you quote a figure from it, say it's an estimate and give the Customer their link or the full Result.
2. Don't change it. Don't edit, recalculate, crop out or re-label figures, tariffs or assumptions, or present a different tariff as Spark's recommendation.
3. No guarantees, and not the whole market. Don't describe a saving as guaranteed, certain or "up to" an amount the Result doesn't show. Say it's an estimate based on the bill and the system. Don't say the Result compares the whole market or every supplier: it compares the suppliers it names.
4. Say who we are. Don't present Spark as a supplier, a broker, a government service, an Ofgem-accredited comparison site, or as independent of you when you're the one presenting it. You may say the tariff was worked out by Spark Plan Check, which takes no payment from suppliers.
5. Disclose your own payments. If you receive any payment or benefit from a supplier in connection with a Customer's switch, tell the Customer before they sign up.
6. Don't sign them up. Don't complete a supplier's sign-up for a Customer, or give consent on their behalf. The supplier must get the Customer's consent itself.
7. Battery and system claims are yours. Results price electricity tariffs for the system you enter. Any claim about the system's performance, payback or grants is yours, not Spark's.
8. Contacting Customers. Only send a Customer their link, or contact them about their Result, in line with the Data Laws, including PECR and the Telephone Preference Service.