Master Services Agreement

1.Part 1 — General Terms & Definitions

Clause 1 — Introduction

This Master Services Agreement ("Agreement") sets out the terms and conditions governing the supply of all products and services provided by REAL AGENT GROUP LIMITED, trading as UTILITY UMBRELLA ("UTILITY UMBRELLA", "we", "our", or "us"), whether supplied directly by UTILITY UMBRELLA or through one or more approved Utility Umbrella Partners, suppliers, network operators, wholesalers, regulated providers or other authorised third-party service providers.

This Agreement applies to all business customers, consumer customers, organisations, charities, public sector bodies and any other person or entity purchasing or using products or services from UTILITY UMBRELLA ("Customer", "you" or "your").

By requesting a quotation, accepting a quotation, signing an order form, placing an order, accepting an order electronically, registering for an online account, using any of our products or services, accepting delivery or installation of equipment, making payment, or continuing to use any service supplied by UTILITY UMBRELLA, you confirm that you have read, understood and agree to be legally bound by this Agreement together with any applicable Product Schedule, Service Schedule, Supplier Agreement, Order Form, Service Level Agreement and any other document incorporated by reference.

Where additional supplier or regulatory terms apply, those terms shall supplement this Agreement. In the event of any conflict, the supplier-specific or regulated service terms shall prevail only to the extent necessary for that particular service.

Clause 2 — About UTILITY UMBRELLA

UTILITY UMBRELLA is the trading name of REAL AGENT GROUP LIMITED, a company incorporated in England and Wales. Unless expressly stated otherwise, your contractual relationship is with REAL AGENT GROUP LIMITED trading as UTILITY UMBRELLA. UTILITY UMBRELLA provides products and services either directly or through approved Utility Umbrella Partners, enabling customers to access a wide range of communications, payment, digital, technology and utility services through a single provider. UTILITY UMBRELLA remains your primary point of contact for customer service, billing, account management and support unless expressly stated otherwise in writing.

Clause 3 — Company Information

• Legal Entity: REAL AGENT GROUP LIMITED
• Trading Name: UTILITY UMBRELLA
• Website: https://utilityumbrella.com
• Customer Portal: https://utilityumbrella.com/portal/login
• Support Email: help@utilityumbrella.com
• Registered Office: As shown at Companies House and on our website.

Clause 4 — Definitions

• "Agreement" means this Master Services Agreement together with all applicable Product Schedules, Service Schedules, Order Forms, Privacy Policy, Acceptable Use Policy, Merchant Agreements, Service Level Agreements and any documents expressly incorporated by reference.
• "Customer" means any business, consumer, charity, public body or other organisation receiving products or services from UTILITY UMBRELLA.
• "Business Customer" means any customer acting wholly or mainly for the purposes of their trade, business, craft or profession.
• "Consumer" means an individual acting for purposes wholly or mainly outside their trade, business, craft or profession.
• "Services" means any products, software, subscriptions, communications services, payment services, utility services, consultancy or other products supplied by or through UTILITY UMBRELLA.
• "Equipment" means any hardware supplied, rented, leased or installed by or on behalf of UTILITY UMBRELLA.
• "Utility Umbrella Partner" means any approved supplier, regulated provider, wholesaler, network operator, acquiring bank, software provider or other third-party organisation authorised by UTILITY UMBRELLA to provide products or services.
• "Order" means any request, quotation acceptance, online purchase, signed agreement or electronic instruction for products or services.
• "Service Commencement Date" means the date on which the relevant service is activated, installed, made available or otherwise begins.
• "Working Day" means Monday to Friday, excluding public holidays in England and Wales.

Clause 5 — Scope of this Agreement

This Agreement governs all current and future products and services supplied by UTILITY UMBRELLA, whether provided directly by us or through approved Utility Umbrella Partners. Separate Product Schedules, Service Schedules or supplier-specific terms may apply to individual services and form part of this Agreement. Where a service is provided through a regulated third-party provider, the Customer agrees to comply with any additional regulatory, network or supplier requirements applicable to that service.

Clause 6 — Orders and Contract Formation

6.1 An Order may be placed by telephone, email, through our website, customer portal, electronic signature platform, online checkout, signed Order Form or by any other method accepted by UTILITY UMBRELLA.

6.2 An Order shall only become legally binding when accepted by UTILITY UMBRELLA. Acceptance may be confirmed by written confirmation, email, activation of the Service, dispatch of Equipment, commencement of installation or any other written confirmation issued by us.

6.3 We reserve the right to refuse, decline or cancel any Order prior to acceptance where: (a) information supplied is inaccurate or incomplete; (b) identity verification cannot be completed; (c) credit requirements are not satisfied; (d) fraud or financial crime is reasonably suspected; (e) regulatory or legal obligations prevent us from providing the Service; (f) the relevant Utility Umbrella Partner, supplier or regulated provider declines the application; (g) technical limitations prevent delivery of the Service; (h) Equipment or Services are no longer available; or (i) there has been an obvious pricing or administrative error.

6.4 Acceptance of an Order does not guarantee acceptance by any third-party supplier, network operator, acquiring bank or regulated provider where their separate approval is required.

6.5 Where a supplier rejects an application after an Order has been accepted, UTILITY UMBRELLA may cancel the affected Service without liability. Any monies paid for Services not supplied will be refunded unless otherwise stated.

6.6 Quotations are valid for the period specified within the quotation. Where no validity period is stated, quotations shall remain valid for thirty (30) calendar days unless withdrawn earlier.

6.7 Unless otherwise agreed in writing, Orders cannot be transferred to another person or business without our prior written consent.

Clause 7 — Customer Eligibility

7.1 Customers must have the legal capacity to enter into a binding contract.

7.2 Business Customers confirm that the person placing the Order has authority to bind the business.

7.3 We may request proof of identity, proof of address, proof of business ownership, company registration documents, VAT registration details, bank verification, or any other information reasonably required to verify eligibility.

7.4 Certain Services may only be available to Customers meeting specific supplier, regulatory or underwriting requirements.

7.5 Customers must promptly notify UTILITY UMBRELLA of any material change to their business, contact details, ownership, legal status or financial circumstances which may affect the provision of Services.

Clause 8 — Credit Checks, Identity Verification and Financial Crime

8.1 UTILITY UMBRELLA may undertake identity verification, electronic identification, anti-fraud checks, sanctions screening, politically exposed person (PEP) checks, anti-money laundering (AML) verification and credit reference checks where reasonably necessary.

8.2 Such checks may be carried out by UTILITY UMBRELLA, Utility Umbrella Partners or authorised third-party verification providers.

8.3 Credit reference agencies may retain a record of searches carried out.

8.4 We may refuse to provide Services where satisfactory verification cannot be obtained.

8.5 Where required by law or regulation, Customers agree to provide additional information to satisfy Know Your Customer (KYC), AML, fraud prevention or regulatory obligations.

Clause 9 — Customer Responsibilities

9.1 Customers agree to: (a) provide complete, accurate and up-to-date information; (b) maintain accurate contact details throughout the Agreement; (c) promptly notify us of any changes affecting their account; (d) protect usernames, passwords and authentication credentials; (e) maintain appropriate security over their own systems and devices; (f) comply with all applicable laws and regulations; (g) use all Services only for lawful purposes; (h) cooperate with installation, onboarding and verification requirements; (i) provide safe access for engineers, installers and authorised representatives where required; (j) maintain any Customer-owned equipment connected to our Services; (k) obtain any landlord, planning or wayleave permissions required before installation; and (l) report faults, security incidents or suspected unauthorised access without undue delay.

9.2 Customers remain responsible for all activity carried out using their account unless such activity results directly from the negligence or breach of duty of UTILITY UMBRELLA.

9.3 Customers must not resell or redistribute Services unless expressly authorised in writing.

Clause 10 — Pricing

10.1 Charges for Services may include: (a) installation charges; (b) connection fees; (c) monthly subscriptions; (d) annual subscriptions; (e) usage charges; (f) Equipment purchases; (g) Equipment rental; (h) software licence fees; (i) payment processing charges; (j) transaction fees; (k) engineering charges; (l) maintenance charges; (m) cancellation charges; (n) early termination charges; and (o) any other charges specified in the applicable Order or Product Schedule.

10.2 All prices are exclusive of VAT unless expressly stated otherwise.

10.3 Prices are subject to change where permitted under this Agreement or applicable law.

10.4 We will notify Customers of material price increases where required by law or by the applicable Product Schedule.

Clause 11 — Billing and Payment

11.1 Customers agree to pay all invoices by the due date shown on the invoice.

11.2 Unless otherwise agreed, payment may be collected by Direct Debit, Continuous Payment Authority, debit card, credit card, bank transfer or any other payment method accepted by UTILITY UMBRELLA.

11.3 Monthly Services shall normally be invoiced in advance unless otherwise specified.

11.4 Usage-based Services may be invoiced in arrears.

11.5 Failure to make payment may result in suspension, restriction or termination of one or more Services.

11.6 We may charge reasonable administration costs for failed payments, returned Direct Debits or unpaid invoices where permitted by law.

11.7 Business Customers may also be liable for statutory interest and reasonable debt recovery costs on overdue accounts where applicable.

11.8 Customers remain liable for all Charges incurred up to the date Services are terminated.

11.9 We may apply payments received against any outstanding balance on the Customer's account in such order as we reasonably determine.

11.10 If an invoice is disputed, the Customer must notify us promptly, providing full details of the dispute. Any undisputed portion of the invoice must still be paid by the due date.

Clause 12 — Deposits

12.1 Certain products or Services may require the payment of a deposit before an Order is accepted, Equipment is ordered or work commences.

12.2 Unless expressly agreed otherwise in writing, any deposit paid forms part of the total purchase price and is not an additional charge.

12.3 Deposits may be non-refundable where: (a) bespoke products or services have been commissioned; (b) equipment has been ordered specifically for the Customer; (c) software licences have been issued; (d) domain names have been registered; (e) supplier charges have been incurred; (f) installation or engineering work has been scheduled or completed; or (g) cancellation occurs after work has commenced.

12.4 Any refundable deposit will normally be refunded using the original payment method unless otherwise agreed.

Clause 13 — Direct Debit and Payment Authority

13.1 Where payment is collected by Direct Debit, the Customer authorises UTILITY UMBRELLA or its authorised payment provider to collect all amounts due under this Agreement.

13.2 Customers must ensure sufficient cleared funds are available on the collection date.

13.3 If a Direct Debit, Continuous Payment Authority or other automatic payment fails, we may: (a) attempt collection again; (b) request payment by an alternative method; (c) charge any reasonable administration costs permitted by law; (d) suspend affected Services until payment has been received; or (e) terminate the Agreement where persistent payment failures occur.

13.4 Customers remain responsible for all Charges due regardless of the payment method used.

Clause 14 — Price Changes

14.1 UTILITY UMBRELLA may change its Charges where reasonably necessary due to: (a) increases imposed by suppliers or Utility Umbrella Partners; (b) changes in wholesale costs; (c) increases in network or infrastructure costs; (d) changes in taxation, duties or regulatory fees; (e) inflation or changes in recognised economic indices; (f) changes required by law or regulatory authorities; or (g) improvements or changes to the Services provided.

14.2 Where required by applicable law or regulation, Customers will receive reasonable notice of any material price increase.

14.3 Continued use of the Service after the effective date of a notified price change shall constitute acceptance of the revised Charges unless the Customer has a statutory right to cancel.

14.4 Fixed-term pricing agreed in writing shall remain in effect for the agreed minimum period unless otherwise stated in the applicable Product Schedule.

Clause 15 — Equipment

15.1 Equipment supplied by UTILITY UMBRELLA may be: (a) purchased outright; (b) rented; (c) leased; (d) loaned; or (e) supplied by a Utility Umbrella Partner.

15.2 Ownership of purchased Equipment shall not pass to the Customer until all amounts relating to that Equipment have been paid in full.

15.3 Equipment supplied under a rental, lease or loan arrangement remains the property of the legal owner at all times.

15.4 Customers shall: (a) keep Equipment in good working order; (b) use Equipment only for its intended purpose; (c) follow all operating instructions; (d) not tamper with, dismantle or modify Equipment without written permission; (e) not remove identification labels or serial numbers; (f) take reasonable precautions against theft, loss or damage; and (g) promptly report faults or damage.

15.5 Customers may be charged for repair, replacement or recovery costs where Equipment is lost, stolen, deliberately damaged or not returned when required, except where caused by fair wear and tear.

15.6 Software, firmware and security updates may be applied remotely where supported by the Equipment.

Clause 16 — Delivery and Installation

16.1 Delivery and installation dates are estimates only unless expressly confirmed in writing.

16.2 Installation may be carried out by UTILITY UMBRELLA, Utility Umbrella Partners, network operators, wholesalers, Openreach, authorised engineers or other approved contractors.

16.3 Customers shall provide: (a) safe access to the premises; (b) suitable working conditions; (c) access to power where required; (d) any permissions, licences or landlord consents necessary for installation; and (e) a responsible adult to be present where required.

16.4 Missed engineer appointments caused by the Customer may result in additional Charges where imposed by suppliers or network operators.

16.5 We are not responsible for delays caused by: (a) adverse weather; (b) supplier delays; (c) Openreach or network operators; (d) landlord or planning approvals; (e) wayleave agreements; (f) shortages of Equipment; (g) industrial action; or (h) any event beyond our reasonable control.

16.6 If installation cannot proceed due to Customer-related reasons, additional charges may apply.

Clause 17 — Service Activation and Commencement

17.1 Services shall commence on the Service Commencement Date notified by UTILITY UMBRELLA or the relevant Utility Umbrella Partner.

17.2 Activation dates may differ from installation dates.

17.3 Some Services may require configuration, testing, verification or regulatory approval before becoming fully operational.

17.4 Minimum contract terms, where applicable, commence from the Service Commencement Date unless otherwise stated in the relevant Product Schedule.

17.5 Delays in activation caused by third-party suppliers shall not automatically entitle the Customer to compensation unless required by law or the applicable Service Level Agreement.

Clause 18 — Service Availability

18.1 UTILITY UMBRELLA aims to provide reliable, high-quality Services but cannot guarantee uninterrupted or error-free operation.

18.2 Service availability depends on infrastructure operated by Utility Umbrella Partners, network operators, acquiring banks, telecommunications providers, software vendors and other third-party suppliers.

18.3 Services may be temporarily interrupted for: (a) planned maintenance; (b) emergency maintenance; (c) software updates; (d) security updates; (e) network upgrades; (f) supplier outages; (g) utility failures; (h) cyber security incidents; or (i) circumstances beyond our reasonable control.

18.4 Where reasonably practicable, planned maintenance affecting Services will be notified in advance.

18.5 Service availability, uptime targets and response times may be set out in separate Service Level Agreements where applicable.

Clause 19 — Customer Support

19.1 UTILITY UMBRELLA provides customer support through: (a) Customer Portal; (b) Email; (c) Telephone; (d) Live Chat; (e) Online Support Centre; (f) Remote Support; and (g) other communication channels introduced from time to time.

19.2 Support hours may vary depending on the Service purchased and any applicable Service Level Agreement.

19.3 Priority will generally be given to faults affecting critical business services, payment processing, telecommunications and major service outages.

19.4 Some support requests may need to be escalated to Utility Umbrella Partners, suppliers, network operators or regulated providers. UTILITY UMBRELLA will remain the Customer's primary point of contact wherever reasonably practicable.

19.5 Additional Charges may apply for out-of-hours support, non-standard engineering work, customer-requested site visits or services falling outside the scope of the applicable support agreement.

Clause 20 — Data Protection and Privacy

20.1 UTILITY UMBRELLA is committed to protecting the privacy and security of personal information.

20.2 We process personal data in accordance with: (a) the UK General Data Protection Regulation (UK GDPR); (b) the Data Protection Act 2018; (c) the Privacy and Electronic Communications Regulations (PECR), where applicable; and (d) our Privacy Policy.

20.3 Personal information shall only be collected, used and retained where necessary to: (a) provide the Services; (b) administer customer accounts; (c) verify identity; (d) comply with legal and regulatory obligations; (e) prevent fraud and financial crime; (f) process payments; (g) provide customer support; (h) improve our products and Services; and (i) communicate important information relating to the Customer's account.

20.4 We may share information with Utility Umbrella Partners, suppliers, network operators, payment providers, acquiring banks, identity verification providers, credit reference agencies, fraud prevention agencies, regulators and professional advisers where necessary.

20.5 Customers remain the owner of their own data. Further information is contained within our Privacy Policy, which forms part of this Agreement.

Clause 21 — Confidentiality

21.1 Each party shall keep confidential all confidential information obtained from the other party in connection with this Agreement.

21.2 Confidential information includes pricing, commercial terms, customer information, technical information, software, trade secrets, business plans, financial information and any information identified as confidential.

21.3 Confidential information may be disclosed only: (a) where required by law; (b) to professional advisers; (c) to regulators; (d) to Utility Umbrella Partners or suppliers where necessary to provide the Services; or (e) with the prior written consent of the other party.

21.4 This clause shall survive termination of the Agreement.

Clause 22 — Intellectual Property Rights

22.1 All intellectual property rights in our products, software, branding, documentation, websites, systems, portals, applications, logos, trademarks, graphics, code, designs and materials remain the property of UTILITY UMBRELLA, REAL AGENT GROUP LIMITED or the relevant third-party owner unless expressly agreed otherwise in writing.

22.2 Nothing within this Agreement transfers ownership of any intellectual property rights to the Customer.

22.3 Subject to payment of all applicable Charges, the Customer is granted a limited, non-exclusive, non-transferable licence to use the Services for their intended purpose during the term of this Agreement.

22.4 Where UTILITY UMBRELLA develops bespoke work for a Customer, ownership of any deliverables shall transfer only where expressly agreed in writing and after all outstanding Charges have been paid in full.

22.5 Customers retain ownership of content, logos, branding, documents and other materials supplied by them and grant UTILITY UMBRELLA a royalty-free licence to use such materials solely for the purpose of providing the Services.

Clause 23 — Cyber Security

23.1 UTILITY UMBRELLA takes reasonable technical and organisational measures to protect its systems and Services against unauthorised access, cyber attacks and malicious activity.

23.2 Customers are responsible for maintaining the security of: (a) their own devices; (b) internal networks; (c) passwords; (d) user accounts; (e) antivirus software; (f) firewalls; and (g) backup procedures unless expressly included within the purchased Service.

23.3 Customers must notify UTILITY UMBRELLA without undue delay if they become aware of any security incident that may affect the Services.

23.4 We may suspend or restrict access to Services where reasonably necessary to protect Customers, suppliers, networks or systems from security threats.

Clause 24 — Acceptable Use

24.1 Customers shall use all Services lawfully, responsibly and in accordance with this Agreement.

24.2 Customers must not use the Services to: (a) commit or facilitate criminal offences; (b) engage in fraud, money laundering or terrorist financing; (c) distribute malware, ransomware or malicious software; (d) transmit unlawful, abusive, defamatory or offensive material; (e) infringe copyright, trademarks or other intellectual property rights; (f) interfere with the operation or security of any network or system; (g) send unsolicited bulk communications or spam; (h) attempt to gain unauthorised access to systems or networks; (i) breach sanctions or export control laws; or (j) engage in any activity prohibited by law or by the applicable Utility Umbrella Partner or supplier.

24.3 Where misuse is reasonably suspected, UTILITY UMBRELLA may suspend, restrict or terminate the affected Service immediately.

24.4 Customers shall remain responsible for all activity carried out using their accounts unless caused by the negligence or breach of duty of UTILITY UMBRELLA.

Clause 25 — Records and Communications

25.1 UTILITY UMBRELLA may retain records relating to Orders, invoices, communications, support requests, complaints, installations, payment transactions and account activity for as long as reasonably necessary or as required by law.

25.2 Telephone calls, live chat sessions, video meetings and other communications may be recorded or monitored for training, quality assurance, fraud prevention, security, dispute resolution and regulatory compliance.

25.3 Electronic communications shall satisfy any requirement for written communication under this Agreement unless the law requires another form of notice.

25.4 Customers are responsible for ensuring that their contact details remain accurate and for regularly checking communications sent by UTILITY UMBRELLA.

Clause 26 — Regulatory Compliance

26.1 UTILITY UMBRELLA shall comply with all laws and regulations applicable to the Services it provides.

26.2 Customers agree to comply with all applicable laws, regulations, licensing requirements and industry rules relating to their use of the Services.

26.3 Certain Services, including payment processing, telecommunications and utility services, may be subject to additional regulatory requirements imposed by regulators, acquiring banks, network operators or Utility Umbrella Partners.

26.4 Customers shall provide all information reasonably requested to enable UTILITY UMBRELLA or its partners to comply with regulatory obligations.

26.5 Failure to comply with regulatory requirements may result in suspension, restriction or termination of the affected Service.

2.Part 2 — Business & Consumer Services

Clause 27 — Business and Consumer Services

27.1 UTILITY UMBRELLA supplies products and Services to both Business Customers and Consumers.

27.2 Certain Services are only available to Business Customers due to regulatory, supplier or commercial requirements.

27.3 Consumer Services may be subject to additional statutory rights, including cancellation rights, which are not available to Business Customers.

27.4 Where legislation provides Consumers with greater legal protection than these Terms, the applicable legislation shall prevail.

27.5 Business Customers acknowledge that many Services are designed for commercial use and may require minimum contract terms, supplier approval or technical surveys before activation.

Clause 28 — Services Supplied by Utility Umbrella Partners

28.1 UTILITY UMBRELLA may provide Services directly or through approved Utility Umbrella Partners, regulated providers, wholesalers, network operators, acquiring banks or specialist suppliers.

28.2 UTILITY UMBRELLA remains the Customer's primary point of contact for sales, onboarding, account management and customer support unless expressly stated otherwise.

28.3 Certain Services remain subject to the operational, regulatory or technical requirements of the relevant Utility Umbrella Partner.

28.4 Utility Umbrella Partners may perform activities including installation, network provisioning, payment processing, engineering visits, telecommunications services, broadband provisioning, utility supply, software hosting, hardware fulfilment and technical support.

28.5 Where a Utility Umbrella Partner requires acceptance of additional terms, those terms shall be incorporated into this Agreement for that specific Service.

28.6 UTILITY UMBRELLA may replace, add or remove Utility Umbrella Partners where reasonably necessary to maintain, improve or continue the provision of Services.

Clause 29 — Broadband Services

29.1 Broadband Services include Residential Broadband, Business Broadband, Fibre Broadband, Full Fibre (FTTP), Fibre to the Cabinet (FTTC), SoGEA, Ethernet Services, Leased Lines and other connectivity products offered from time to time.

29.2 Broadband availability depends upon network coverage, infrastructure and technical feasibility.

29.3 Installation dates are estimates and may be affected by Openreach, network operators, landlords, wayleave agreements or other third parties.

29.4 Advertised speeds are estimates and actual performance may vary depending on line quality, internal wiring, equipment, Wi-Fi performance, congestion and network conditions.

29.5 Customers are responsible for ensuring suitable electrical power and internal wiring are available unless installation forms part of the purchased Service.

29.6 Broadband faults shall be investigated in accordance with supplier fault management procedures.

29.7 Missed engineer appointments may incur charges where imposed by the network operator.

Clause 30 — Hosted VoIP and CtrlCom®

30.1 Hosted VoIP and CtrlCom® Services provide internet-based voice communications.

30.2 The Customer acknowledges that VoIP Services depend upon a working internet connection, suitable network equipment, adequate bandwidth, electrical power and compatible hardware or software.

30.3 During power failures, broadband outages or internet interruptions, VoIP Services, including emergency calling, may not operate.

30.4 Customers are responsible for providing accurate emergency location information where required.

30.5 Customers shall maintain appropriate security measures to prevent unauthorised use of telephone systems.

30.6 Call quality may be affected by internet performance, local network configuration or third-party infrastructure.

30.7 Call recording features, where available, remain the responsibility of the Customer to use in accordance with applicable law.

Clause 31 — Business Mobile and Residential Mobile

31.1 Mobile Services are supplied using approved UK mobile network operators or Utility Umbrella Partners.

31.2 Network coverage, signal strength and data speeds vary according to location, network conditions and device compatibility.

31.3 Number porting is subject to industry processes and may require cooperation from the existing provider.

31.4 Temporary loss of service may occur during number transfers.

31.5 Customers must report lost or stolen SIM cards immediately.

31.6 Fair Usage Policies may apply to unlimited calls, texts or data services.

31.7 Roaming Services are subject to the applicable network operator's terms and charges.

Clause 32 — Managed IT Services

32.1 Managed IT Services may include remote support, on-site support, network management, device management, software installation, cyber security services, cloud services, backup solutions and consultancy.

32.2 Unless expressly included within the purchased Service, Customers remain responsible for maintaining independent backups of their data.

32.3 UTILITY UMBRELLA shall not be responsible for failures arising from unsupported third-party software, unauthorised modifications or Customer negligence.

32.4 Emergency call-out services may be subject to additional Charges.

Clause 33 — Hardware Supply and Rental

33.1 Hardware may include computers, routers, switches, Wi-Fi equipment, card machines, telephones, tablets, networking equipment and related accessories.

33.2 Manufacturer warranties apply where provided.

33.3 Rental Equipment remains the property of the owner throughout the rental period.

33.4 Customers must return rental Equipment promptly following termination unless otherwise agreed.

33.5 Charges may apply for missing, damaged or unreturned Equipment.

Clause 34 — Website Design and Development

34.1 Website Services may include website design, website development, e-commerce solutions, content management systems, integrations, maintenance and ongoing support.

34.2 Customers remain responsible for ensuring all content supplied is lawful, accurate and does not infringe third-party rights.

34.3 Website approval shall be deemed accepted where the Customer requests the website to go live or fails to notify any material issues within fourteen (14) days of completion.

34.4 Search engine rankings, visitor numbers and commercial outcomes cannot be guaranteed.

34.5 Any Customer-requested changes outside the agreed scope of work may incur additional Charges.

Clause 35 — Website Hosting, Email Hosting and Domains

35.1 Hosting Services may include website hosting, cloud hosting, email hosting, domain registration and SSL certificates.

35.2 Domain registrations are subject to the rules of the relevant domain registry.

35.3 Customers remain responsible for renewing domains unless renewal is included within the purchased Service.

35.4 Failure to renew a domain may result in suspension, expiry or loss of the domain name.

35.5 Planned maintenance may temporarily affect hosted Services.

35.6 UTILITY UMBRELLA may suspend hosting Services where websites present a security risk, distribute malware or breach this Agreement.

Clause 36 — CtrlTrade®, CtrlPay®, CtrlAI® and Other Software Services

36.1 Software Services are provided on a subscription or licence basis unless otherwise agreed.

36.2 Customers are granted a limited, non-exclusive, non-transferable licence to use the software during the subscription period.

36.3 Customers must not copy, reverse engineer, decompile, resell, modify or distribute the software except where expressly permitted by law or agreed in writing.

36.4 UTILITY UMBRELLA may introduce updates, improvements, bug fixes or new features without prior notice where reasonably necessary.

36.5 AI-powered Services, including CtrlAI®, generate content using automated systems. Customers remain responsible for reviewing and verifying any AI-generated outputs before relying upon or publishing them.

36.6 Unless expressly agreed, software subscriptions do not include bespoke development, third-party integrations or data migration.

3.Part 3 — Payment Services & Merchant Acquiring

Clause 37 — Payment Services

37.1 Payment Services may include Merchant Acquiring, Card Payment Processing, Card Machines, Smart POS Solutions, SoftPOS, Virtual Terminals, Payment Gateways, E-commerce Payments, Payment Links, QR Code Payments, Recurring Payments, Card Not Present (CNP) processing, Mail Order / Telephone Order (MOTO), Digital Wallet acceptance, Online Checkout Solutions and any future payment products introduced by UTILITY UMBRELLA.

37.2 Payment Services may be supplied directly by UTILITY UMBRELLA where authorised or through one or more regulated Utility Umbrella Partners.

37.3 UTILITY UMBRELLA acts as your service provider, implementation partner and primary point of contact unless expressly stated otherwise. Unless specifically identified as the acquiring bank or regulated payment institution, UTILITY UMBRELLA is not the merchant acquirer, issuing bank or payment institution responsible for processing funds.

Clause 38 — Merchant Applications

38.1 All merchant applications are subject to underwriting, due diligence, risk assessment and approval by the relevant acquiring bank or regulated payment provider.

38.2 Submission of an application does not guarantee acceptance.

38.3 The acquiring provider may approve, decline, request additional information, impose conditions, amend processing limits, require reserves or withdraw approval at any time in accordance with its own regulatory obligations.

38.4 Customers agree to provide accurate and complete information throughout the application process.

38.5 Failure to disclose relevant information may result in rejection, suspension or termination of the merchant facility.

Clause 39 — Know Your Customer (KYC), AML and Compliance

39.1 Customers shall provide all information reasonably requested to satisfy Know Your Customer (KYC), Anti-Money Laundering (AML), Counter Terrorist Financing (CTF), sanctions screening, fraud prevention, politically exposed person (PEP) screening, beneficial ownership verification and any other legal or regulatory requirement.

39.2 UTILITY UMBRELLA or the relevant Utility Umbrella Partner may request updated documentation at any time during the relationship.

39.3 Failure to provide requested information may result in suspension or closure of merchant facilities.

Clause 40 — Merchant Responsibilities

40.1 Merchants are responsible for ensuring that all transactions are genuine, goods and services are lawfully supplied, cardholders are treated fairly, refunds are processed promptly where required, marketing is accurate, transactions comply with Card Scheme Rules and all applicable laws are followed.

40.2 Merchants remain solely responsible for products sold, delivery of goods, customer disputes, warranties, consumer rights, tax obligations and business operations.

40.3 Customers must immediately notify UTILITY UMBRELLA of any material change to their business, ownership, products, services, website, trading model or expected processing volumes.

Clause 41 — Card Processing

41.1 Transactions are processed in accordance with the rules of the relevant acquiring bank, payment institution and card schemes.

41.2 Processing times, settlement times and funding schedules are determined by the acquiring provider.

41.3 UTILITY UMBRELLA cannot guarantee settlement times where delays arise from acquiring banks, fraud investigations, regulatory reviews, banking systems, reserve requirements, technical failures or events beyond our reasonable control.

41.4 Customers acknowledge that settlement of card transactions remains subject to the acquiring provider's approval processes.

Clause 42 — PCI DSS Compliance

42.1 Merchants accepting payment cards must comply with the Payment Card Industry Data Security Standard (PCI DSS), where applicable.

42.2 Customers are responsible for maintaining PCI DSS compliance unless expressly agreed otherwise in writing.

42.3 Failure to maintain PCI DSS compliance may result in fines, increased charges, suspension of processing facilities or termination by the acquiring provider.

42.4 Any fines, penalties or charges imposed as a result of the Customer's non-compliance remain the responsibility of the Customer.

Clause 43 — Chargebacks and Retrieval Requests

43.1 Cardholders may dispute transactions through their card issuer.

43.2 Chargebacks are governed by the applicable Card Scheme Rules and acquiring provider requirements.

43.3 Customers shall provide all information reasonably requested to contest a chargeback within the specified deadlines.

43.4 Failure to respond within the required timeframe may result in the chargeback being accepted automatically.

43.5 UTILITY UMBRELLA will use reasonable endeavours to assist Customers in managing chargebacks but cannot guarantee a successful outcome.

43.6 Chargeback fees, where applicable, remain payable in accordance with the applicable merchant pricing schedule.

Clause 44 — Refunds

44.1 Merchants remain responsible for processing refunds where required by law or under their own customer terms.

44.2 Refunds should normally be processed using the original payment method unless otherwise permitted by the acquiring provider.

44.3 Processing fees may not be refundable unless expressly stated.

44.4 Customers must maintain sufficient funds where required to enable refunds to be processed.

Clause 45 — Fraud Prevention and Monitoring

45.1 UTILITY UMBRELLA and its Utility Umbrella Partners may monitor merchant activity for fraud prevention, regulatory compliance and risk management.

45.2 Transactions may be delayed, reviewed or declined where unusual or suspicious activity is detected.

45.3 Customers agree to cooperate fully with fraud investigations.

45.4 UTILITY UMBRELLA may suspend payment processing where fraud or financial crime is reasonably suspected.

Clause 46 — Reserves and Risk Controls

46.1 The acquiring provider may impose rolling reserves, fixed reserves, delayed settlements, transaction limits, monthly processing limits or other risk management measures.

46.2 Such measures are determined solely by the acquiring provider in accordance with its risk policies and regulatory obligations.

46.3 UTILITY UMBRELLA is not responsible for decisions made independently by the acquiring provider.

Clause 47 — Card Machines and Payment Equipment

47.1 Card machines and payment equipment may be purchased, rented, leased or supplied through a Utility Umbrella Partner.

47.2 Customers must use approved accessories, maintain internet or mobile connectivity where required, keep Equipment secure, promptly install software updates where required and report faults immediately.

47.3 Replacement Equipment may be provided subject to warranty terms, rental agreements or supplier policies.

Clause 48 — Prohibited Businesses and Restricted Activities

48.1 Payment Services must not be used for businesses or activities prohibited by law, Card Scheme Rules or the acquiring provider.

48.2 UTILITY UMBRELLA or the acquiring provider may refuse or terminate Services where the Customer operates within a prohibited or unacceptable risk category.

48.3 Customers must not knowingly process transactions on behalf of another business or engage in transaction laundering.

Clause 49 — Suspension and Termination of Payment Services

49.1 Payment Services may be suspended or terminated immediately where: (a) required by the acquiring provider; (b) fraud is suspected; (c) regulatory action requires suspension; (d) PCI DSS obligations are not met; (e) excessive chargebacks occur; (f) material breaches of this Agreement occur; or (g) continued processing presents an unacceptable risk.

49.2 Suspension of Payment Services does not automatically terminate any other products or services provided under this Agreement unless expressly stated.

4.Part 4 — Utility & Professional Services

Clause 50 — Utility Services

50.1 Utility Services may include Business Energy, Residential Energy, Electricity, Gas, Water Services, Waste Collection, Recycling Services, Trade Waste, Utility Billing Solutions, Metering Services, Smart Meter Services and any future utility-related services.

50.2 Utility Services may be supplied directly by UTILITY UMBRELLA where authorised or through approved Utility Umbrella Partners and licensed utility providers.

50.3 The availability of Utility Services is dependent upon geographic location, supplier availability, regulatory requirements and technical feasibility.

Clause 51 — Utility Supplier Transfers

51.1 Where UTILITY UMBRELLA arranges the transfer of a utility supply to a new supplier, the Customer authorises UTILITY UMBRELLA and the relevant Utility Umbrella Partner to take all reasonable steps necessary to complete the transfer.

51.2 Customers agree to provide accurate information relating to supply addresses, meter numbers, meter readings, account numbers, current supplier details and any other information reasonably required.

51.3 Delays may occur where information supplied is inaccurate, incomplete or where third-party suppliers require additional verification.

51.4 Utility transfer dates are estimates only and remain subject to industry processes.

Clause 52 — Metering

52.1 Customers remain responsible for providing accurate meter readings where required.

52.2 Estimated bills may be produced by the relevant supplier where actual meter readings are unavailable.

52.3 Customers must provide safe access for meter inspections, installations or maintenance where required.

52.4 Smart meter availability depends upon network coverage, compatibility and supplier requirements.

Clause 53 — Energy, Water and Waste Services

53.1 Energy, Water and Waste Services are subject to the operational procedures, industry regulations and contractual requirements of the relevant supplier.

53.2 UTILITY UMBRELLA is not responsible for interruptions to supply caused by network failures, emergency works, supplier outages, weather conditions, infrastructure failures or circumstances beyond our reasonable control.

53.3 Customers remain responsible for complying with any obligations imposed by the relevant utility supplier.

53.4 Charges relating to consumption remain payable to the relevant supplier unless otherwise agreed in writing.

Clause 54 — Consultancy Services

54.1 Consultancy Services may include business advice, technology consultancy, communications consultancy, payment consultancy, project management, procurement support and related professional services.

54.2 Unless expressly agreed otherwise, consultancy is provided on a reasonable endeavours basis.

54.3 Recommendations provided by UTILITY UMBRELLA are based upon information supplied by the Customer. The Customer remains responsible for all commercial decisions made following receipt of such advice.

54.4 Consultancy fees remain payable regardless of whether the Customer chooses to implement the recommendations provided.

Clause 55 — Professional Services

55.1 Professional Services may include installation, configuration, commissioning, project management, training, migration services, onboarding, integration services, technical surveys and other specialist services.

55.2 Customers shall provide all information, facilities and access reasonably required to enable the Professional Services to be delivered.

55.3 Delays caused by the Customer may result in revised delivery dates and additional Charges.

55.4 Acceptance of completed Professional Services shall occur upon written acceptance by the Customer, practical completion, first commercial use of the delivered Service, or fourteen (14) days after completion where no material defects have been notified.

Clause 56 — Utility Umbrella Partners

56.1 UTILITY UMBRELLA works with carefully selected Utility Umbrella Partners to provide specialist products and Services across telecommunications, payment services, utilities, technology, software, managed services and other sectors.

56.2 Utility Umbrella Partners may include regulated providers, acquiring banks, payment institutions, network operators, licensed utility suppliers, wholesalers, technology providers, software vendors, hosting providers, engineering contractors and professional service providers.

56.3 UTILITY UMBRELLA remains the Customer's primary point of contact for sales, onboarding, account management and customer support unless expressly stated otherwise.

56.4 Where reasonably necessary, UTILITY UMBRELLA may appoint, replace or change Utility Umbrella Partners to improve service delivery, maintain continuity, comply with legal or regulatory requirements or respond to changes in supplier availability.

56.5 Where a Utility Umbrella Partner requires the Customer to comply with additional contractual, operational or regulatory obligations, those requirements shall apply only to the relevant Service.

Clause 57 — Third-Party Suppliers

57.1 Certain Services depend upon third-party suppliers over whom UTILITY UMBRELLA has limited operational control.

57.2 While UTILITY UMBRELLA will use reasonable endeavours to manage supplier relationships and support Customers, we are not responsible for delays, interruptions or failures caused solely by third-party suppliers acting outside our reasonable control.

57.3 Nothing in this clause affects any statutory rights the Customer may have under applicable law.

Clause 58 — Changes to Services

58.1 UTILITY UMBRELLA may modify, improve, replace or discontinue Services where reasonably necessary to comply with legal or regulatory requirements, improve performance or security, replace obsolete technology, respond to supplier or network changes, maintain business continuity or enhance the Customer experience.

58.2 Where a material change is likely to have a significant adverse effect on the Customer, reasonable notice will be provided where practicable.

58.3 Where replacement Services are provided, UTILITY UMBRELLA will use reasonable endeavours to ensure they are substantially equivalent in functionality.

5.Part 5 — Legal Provisions, Complaints & General Terms

Clause 59 — Customer Support

59.1 UTILITY UMBRELLA is committed to providing professional, responsive and customer-focused support.

59.2 Support may be provided through the Customer Portal, email, telephone, live chat, remote support, online ticketing or any other support channels introduced from time to time.

59.3 Support availability, response targets and escalation procedures may vary depending upon the Service purchased and any applicable Service Level Agreement.

59.4 Customers should report faults or service issues as soon as reasonably possible to minimise disruption.

Clause 60 — Complaints Procedure

60.1 UTILITY UMBRELLA aims to resolve complaints fairly, consistently and as quickly as reasonably possible.

60.2 Complaints may be submitted via the Customer Portal, email, telephone, our online contact form or post.

60.3 Upon receipt of a complaint, we will acknowledge receipt, investigate the issues raised, liaise with any relevant Utility Umbrella Partner or supplier where required, and provide updates during the investigation where appropriate.

60.4 Where a complaint relates to a service provided by a Utility Umbrella Partner or regulated provider, UTILITY UMBRELLA will remain the Customer's primary point of contact and will use reasonable endeavours to manage the complaint on the Customer's behalf.

60.5 Where a complaint relates to Payment Services, UTILITY UMBRELLA will coordinate with the acquiring bank or relevant Utility Umbrella Partner; decisions relating to underwriting, reserves, settlements, chargebacks or fraud investigations remain the responsibility of the regulated payment provider.

60.6 Where a complaint relates to broadband, mobile, hosted VoIP or communications services, UTILITY UMBRELLA will liaise with the relevant network operator or wholesale provider where appropriate.

60.7 Where a complaint relates to Energy, Water or Waste Services, UTILITY UMBRELLA will work with the relevant supplier to investigate and resolve the matter wherever reasonably possible.

60.8 Nothing in this Agreement limits any statutory rights available to Consumers.

Clause 61 — Service Suspension

61.1 UTILITY UMBRELLA may suspend all or part of the Services immediately where reasonably necessary to protect the security or integrity of our systems, comply with legal or regulatory obligations, prevent fraud or financial crime, investigate suspected misuse, carry out emergency maintenance, respond to supplier instructions, protect Customers or third parties, or where payment remains outstanding.

61.2 Where reasonably practicable, notice of suspension will be provided.

61.3 Suspension does not affect the Customer's obligation to pay Charges that remain due.

Clause 62 — Termination

62.1 Either party may terminate this Agreement in accordance with the applicable Product Schedule or Order Form.

62.2 UTILITY UMBRELLA may terminate the Agreement immediately where: (a) the Customer commits a material breach of the Agreement; (b) fraud or unlawful activity is reasonably suspected; (c) payment remains overdue following reasonable notice; (d) continued provision of the Service would be unlawful; (e) required by a regulator, acquiring bank, network operator or Utility Umbrella Partner; or (f) the Customer enters insolvency, liquidation, administration or any similar process.

62.3 Termination of one Service does not automatically terminate other Services unless expressly stated.

62.4 Upon termination, the Customer shall pay all outstanding Charges, return any rented or loaned Equipment, cease using any software or licensed Services where applicable, and comply with any reasonable exit procedures.

Clause 63 — Early Termination Charges

63.1 Where a Service is subject to a minimum contract term, the Customer may be liable for Early Termination Charges if the Agreement is ended before expiry of that term, unless otherwise required by law.

63.2 Early Termination Charges may include remaining subscription Charges, unrecovered installation costs, Equipment costs, supplier cancellation charges, engineering costs and any other reasonable costs incurred as a direct result of the early termination.

63.3 Any applicable Early Termination Charges will be set out in the relevant Product Schedule, Order Form or supplier-specific agreement.

Clause 64 — Limitation of Liability

64.1 Nothing in this Agreement excludes or limits liability where such exclusion or limitation would be unlawful, including liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability which cannot lawfully be excluded.

64.2 Subject to Clause 64.1, UTILITY UMBRELLA shall not be liable for indirect or consequential loss, loss of profits, loss of revenue, loss of business opportunity, loss of anticipated savings, loss of goodwill, loss of data where backups are the Customer's responsibility, interruptions caused by third-party suppliers, internet outages, utility failures or events beyond our reasonable control.

64.3 To the fullest extent permitted by law, UTILITY UMBRELLA's total liability arising out of or in connection with any individual claim shall not exceed the total Charges paid by the Customer for the affected Service during the twelve (12) months immediately preceding the event giving rise to the claim, except where a higher limit is required by law.

Clause 65 — Indemnity

65.1 Business Customers agree to indemnify UTILITY UMBRELLA against losses, claims, liabilities, damages, costs and expenses arising directly from: (a) the Customer's breach of this Agreement; (b) unlawful use of the Services; (c) infringement of third-party intellectual property rights by Customer-provided content; (d) negligent acts or omissions of the Customer; or (e) the Customer's failure to comply with applicable laws or regulations.

Clause 66 — Force Majeure

66.1 Neither party shall be liable for any delay or failure to perform its obligations where such delay or failure results from circumstances beyond its reasonable control, including severe weather, flooding, fire, pandemic or epidemic, war, terrorism, cyber attack, industrial disputes, utility failures, supplier failures, government action or failure of public communications networks.

66.2 Performance of the affected obligations shall be suspended for the duration of the Force Majeure Event.

Clause 67 — Notices

67.1 Notices under this Agreement may be served by email, the Customer Portal, first-class post, recorded delivery or any other agreed electronic communication method.

67.2 Customers are responsible for ensuring their contact details remain current.

67.3 Notices sent by email shall be deemed received on the date of transmission unless a delivery failure notification is received.

Clause 68 — Assignment

68.1 UTILITY UMBRELLA may assign, transfer, subcontract or novate any of its rights or obligations under this Agreement to another company within the REAL AGENT GROUP LIMITED group, a successor business, a Utility Umbrella Partner or another appropriately qualified service provider, provided that doing so does not materially reduce the level of Service to the Customer.

68.2 The Customer may not assign or transfer this Agreement without UTILITY UMBRELLA's prior written consent.

Clause 69 — Entire Agreement

69.1 This Agreement, together with all applicable Product Schedules, Service Schedules, Order Forms, Service Level Agreements, Privacy Policy, Acceptable Use Policy and supplier-specific terms, constitutes the entire agreement between the parties.

69.2 It supersedes all previous proposals, discussions, negotiations and understandings relating to the Services.

Clause 70 — Severability

70.1 If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect.

Clause 71 — Waiver

71.1 A failure or delay by either party to exercise any right or remedy under this Agreement shall not constitute a waiver of that right or remedy.

Clause 72 — Third Party Rights

72.1 Except for Utility Umbrella Partners where expressly stated, no person who is not a party to this Agreement shall have any right to enforce any provision of this Agreement under the Contracts (Rights of Third Parties) Act 1999.

Clause 73 — Changes to this Agreement

73.1 UTILITY UMBRELLA may amend this Agreement from time to time to comply with changes in law or regulation, reflect changes to our Services, improve clarity, respond to supplier or operational changes or enhance customer protection.

73.2 The latest version of this Agreement will be published on our website.

73.3 Where required by law, Customers will be given reasonable notice of material changes before they take effect.

Clause 74 — Governing Law and Jurisdiction

74.1 This Agreement shall be governed by and construed in accordance with the laws of England and Wales.

74.2 The courts of England and Wales shall have exclusive jurisdiction to determine any dispute arising under or in connection with this Agreement, except where mandatory consumer legislation provides otherwise.

Clause 75 — Contact Details

• Trading name: UTILITY UMBRELLA — a trading name of REAL AGENT GROUP LIMITED
• Website: https://utilityumbrella.com
• Customer Portal: https://utilityumbrella.com/portal/login
• Email: help@utilityumbrella.com

Customers should use the Customer Portal wherever possible for service requests, support tickets, billing enquiries and complaints.