CORPORATE POWER LIMITED T/A ENERGYINVOICING
END USER LICENCE AGREEMENT
PLEASE READ THESE LICENCE TERMS CAREFULLY
BY CLICKING ON THE "ACCEPT" BUTTON BELOW YOU AGREE TO THESE TERMS WHICH WILL BIND YOU.
Who we are and what this agreement does:
We, Corporate Power Limited (company number: 07680546) of Abacus House 68a, North Street, Romford, RM1 1DA (we or us) license you to use:
· the software which you are seeking to access, the data supplied with the software and any updates or supplements to it which we may provide to you (Software);
· the related electronic documentation (Documentation); and
· the service you connect to via the Software and the content we provide to you through it (Service),
together, the Software Services,
in each case, as and to the extent permitted in these terms.
Please be aware that internet transmissions are never completely private or secure and that any message or information you send using the Software or any Service may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.
Are you a business customer or a consumer?
In some parts of these terms, you may have different rights depending on whether you are a business or a consumer. You are a consumer if:
· You are an individual.
· You are entering this agreement with us wholly or mainly for your personal use (and not for use in connection with your trade, business, craft or profession).
If you are a business this is our entire agreement with you. If you are a business these terms constitute the entire agreement between us in relation to your use of the Software Services. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in these terms and that you shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement.
You have been invited to access the Software and receive the Service because:
· you (or your business) has entered into a contract for the supply of our services; or
· you are an employee, agent or consultant of a business which has entered into a contract for the supply of our services; or
· you are the owner, landlord or managing agent of a property (or an employee, agent of consultant of one of these entities) in respect of which we have entered into a contract to provide our services; or
· you are a tenant of a property to which we have entered into a contract to provide our services to the owner, landlord or managing agent,
each of the above contracts being a Client Contract.
Your access to the Software Services is conditional upon you fitting the description of the categories set out above and the continuation of the relevant Client Contract. You should notify us in writing immediately if this is no longer the case.
Your access to the Software Services may be withdrawn immediately in the event that you no longer fit such description (for example, you are no longer an employee of a business who has entered into a contract for the supply of our services) and/or the relevant Client Contract is no longer continuing.
Operating system and network requirements:
You are responsible for procuring and maintaining the necessary network connections and telecommunications links for your device. We accept no responsibility for any loss or damage caused by problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet.
Support for the Software Services and how to tell us about problems:
Support. If you want to learn more about the Software Services or have any problems using them please take a look at our support resources.
Contacting us (including with complaints). If you think the Software Services are faulty or misdescribed or wish to contact us for any other reason please email our customer service team at firstname.lastname@example.org or call us on 01708 760070.
How we will communicate with you. If we have to contact you we will do so by email or phone, using the contact details you have provided to us as part of your registration process.
How you may use the Software Services, including how many devices you may use it on:
In return for your agreeing to comply with these terms we shall (subject to the terms of this agreement):
· make available to you by our portal available at www.energyinvoicing.co.uk the Software Services to access and use (in accordance with these terms) for your personal purposes only. You should not share the Software Services with any other person.
· make available to you by our portal available at www.energyinvoicing.co.uk any Documentation to support your permitted use of the Software Services.
· receive and use any free supplementary software code or updates of the Software Services incorporating "patches" and corrections of errors as we may provide to you (but which we are under no obligation to provide to you).
You must be 18 to accept these terms and use the Software Services:
You must be 18 or over to accept these terms and use the Software Services.
You may not transfer your licence to use the Software Services to someone else:
We are giving you personally the right to use the Software Services as set out in these terms. You should not transfer this licence to anybody else, whether for money, for anything else or for free.
Changes to these terms:
We may need to change these terms to reflect changes in law or best practice, to deal with additional features which we introduce or to reflect any change in the way we provide the Software Services to you.
If these terms do change, we will notify you when you next access the Software Services and you will need to accept the updated terms before you are able to continue accessing the Software Services.
If you do not accept the notified changes you will not be permitted to continue to use the Software Services.
Updates to the Software and changes to the Service:
From time to time we may automatically update the Software and change the Service to reflect changes to our products/services, improve performance, enhance functionality, reflect changes to the operating system or address security issues.
If someone else owns the device you are using to access the Software Services:
If you access the Software Services on any device not owned by you, you must have the owner's permission to do so. You will be responsible for complying with these terms, whether or not you own the device on which you access the Software Services. You should ensure that no other user of the device is able to access the Software Services using this device.
We are not responsible for other websites you link to or details we provide to you:
The Software Services may contain links to other independent websites which are not provided by us. Such independent sites are not under our control, and we are not responsible for and have not checked and approved their content or their privacy policies (if any). We recommend you review the terms and conditions of any such website before using such site.
You will need to make your own independent judgement about whether to use any such independent sites, including whether to buy any products or services offered by them.
PLEASE READ THESE LICENCE RESTRICTIONS CAREFULLY. IN THE EVENT THAT YOU BREACH ANY OF THESE LICENCE RESTRICTIONS WE WILL DISABLE YOUR ACCESS TO THE SOFTWARE SERVICES ON A PERMANENT BASIS WITHOUT ANY LIABILITY TO YOU WHATSOEVER.
You agree that you will:
· not rent, lease, sub-license, loan, provide, or otherwise make available, the Software Services in any form, in whole or in part to any person without prior written consent from us;
· not copy the Software, Documentation or Services, except as part of the normal use of the Software Services;
· not translate, merge, adapt, vary, alter or modify, the whole or any part of the Software, Documentation or Services nor permit the Software or the Services or any part of them to be combined with, or become incorporated in, any other programs, except as necessary to use the Software and the Services on devices as permitted in these terms;
· not disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Software or the Services nor attempt to do any such things, except to the extent that (by virtue of sections 50B and 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are necessary to decompile the Software to obtain the information necessary to create an independent program that can be operated with the Software or with another program (Permitted Objective), and provided that the information obtained by you during such activities:
· is not disclosed or communicated without our prior written consent to any third party to whom it is not necessary to disclose or communicate it in order to achieve the Permitted Objective; and
· is not used to create any software that is similar in its expression to the Software or any services similar to the Software Services;
· is kept secure; and
· is used only for the Permitted Objective.
· comply with all applicable technology control or export laws and regulations that apply to the technology used or supported by the Software or any Service.
Acceptable use restrictions:
· keep a secure password for your access to the Software Services and change this no less frequently than once a month. Such password must be kept confidential.
· not use the Software Services in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into the Software, any Service or any operating system;
· not transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam);
· not infringe our intellectual property rights or those of any third party in relation to your use of the Software Services, including by the submission of any material (to the extent that such use is not licensed by these terms);
· not transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the Software Services;
· not use the Software Services in any way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; and
· not collect or harvest any information or data from any Software Services or our systems or attempt to decipher any transmissions to or from the servers running any Software Services.
Intellectual property rights:
All intellectual property rights in the Software Services (or any part of them) throughout the world belong to us (or our licensors) and the rights in the Software Services are licensed (not sold) to you subject always to the limitations set out in these terms. You have no intellectual property rights in, or to, the Software Services other than the right to use them in accordance with these terms and for such time as authorised pursuant to these terms. We reserve all our rights to take any actions against you in respect of any actual or suspected breach of our intellectual property rights in the Software Services.
You shall notify us of any infringement of the Software Services of which you become aware. If any actual or suspected infringement of the Software Services comes to your attention you should notify us in writing immediately.
Indemnity: this provision only applies if you are a business:
You shall indemnify us against all claims, liabilities and expenses suffered by us arising out of or in connection with your activities under this agreement and any breach by you of the terms of this agreement.
Our responsibility for loss or damage suffered by you:
If you are a consumer, the following provisions shall apply:
We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking these terms or our failing to use reasonable care and skill. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time you accepted these terms, both we and you knew it might happen.
When we are liable for damage to your property. If defective digital content that we have supplied damages a device or digital content belonging to you, we will (at our option) either repair the damage or pay you compensation. However, we will not be liable for damage that was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.
We are not liable for business losses. The Software Services are licensed to you for domestic and private use. If you use the Software Services for any commercial, business or resale purpose we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
If you are a business, the following provisions shall apply:
All conditions, warranties or other terms shall be excluded to the extent permitted by law. Save where set out otherwise in these terms, all conditions, warranties or other terms which might have effect between us and you or be implied or incorporated into this agreement, whether by statute, common law or otherwise, are excluded to the maximum extent permitted by law.
We shall have no liability to you for certain types of loss or damage. We will not have any liability to you for any of the following losses or damages which you may suffer (whether directly or indirectly) and whether arising in contract, tort (including negligence) or otherwise: (i) loss of use; (ii) loss of profit; (iii) loss of anticipated savings; (iv) loss of business opportunity; (v) loss of contracts; (vi) loss of goodwill; and/or (vii) loss arising from damaged, corrupted or lost data.
Our liability to you shall be capped. Subject to the remaining terms of this agreement, our liability to you, whether in contract, tort (including negligence), or otherwise in connection with this agreement shall not exceed £5,000.
The following terms apply whether you are a business or a consumer:
We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors or for fraud or fraudulent misrepresentation.
Limitations to the Software Services. The Software Services are provided for general information purposes only. They do not offer advice on which you should rely and we are not responsible for the accuracy or correctness of any results produced by the Software Services. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of information obtained from the Software Services. Although we make reasonable efforts to update the information provided by the Software Services, we make no representations, warranties or guarantees, whether express or implied, that such information is accurate, complete or up to date.
Please back-up content and data used with the Software Services. We recommend that you back up any content and data used in connection with the Software Services, to protect yourself in case of problems with the Software Services.
Check that the Software Services are suitable for you. The Software Services have not been developed to meet your individual requirements and you are responsible for determining their suitability for your own needs and requirements.
We are not responsible for events outside our control. If our provision of the Software Services is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event but if there is a risk of substantial delay you may contact us to end your contract with us.
We may end your rights to use the Software Services if you break these terms in any way whatsoever:
Subject to the other terms of this agreement, this licence shall continue for so long as you fit the description of one of the parties set out in the “Other Contracts” section of these terms and any Client Contract is continuing. If you no longer fit this description, your licence to use the Software Services shall terminate immediately and your access to the Software Services shall be disabled.
We may end your rights to use the Software Services (without notice) at any time by disabling your access if you have broken these terms in any way.
If we end your rights to use the Software Services:
· We will disable your access to the Software Services and any login details you have created will no longer be valid.
· You must stop all activities authorised by these terms, including your use of the Software Services.
· You must immediately destroy any copies of the Software and Documentation which you have and confirm to us in writing that you have done this.
· We may remotely access your devices and remove your access to the Software Services from them and cease providing you with access to the Software Services.
· Certain provisions of these terms shall continue to apply to you, including “Licence Restrictions”, “Intellectual Property Rights”, “Indemnity”, “Our responsibility for loss or damage suffered by you”, “We may end your rights to use the Software Services if you break these terms in any way whatsoever”, “If we end your rights to use the Software Services”, “You must keep our information confidential” and “Which laws apply to this contract and where you may bring legal proceedings”.
We will not be responsible to you or any other party for taking any of the actions set out above (or any other action we deem necessary).
You must keep our information confidential:
You must, at all times (both during the term of this agreement and following its termination for so long as such information remains confidential) keep confidential, and not without our prior written consent (other than strictly for the purpose of accessing and using the Software Services in accordance with these terms) or disclose to any other party any information of a confidential nature (including trade secrets and information of a commercial value) concerning us, our business and/or the Software Services, unless the information:
· was public knowledge or already known to you (other than by breach of these terms) at the time of disclosure;
· subsequently becomes public knowledge other than by breach of these terms; or
· subsequently comes lawfully into your possession from a third party.
We may transfer this agreement to someone else:
We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.
You need our consent to transfer your rights to someone else:
You may only transfer your rights or your obligations under these terms to another person if we agree in writing.
No rights for third parties:
This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
If a court finds part of this contract illegal, the rest will continue in force:
Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
Even if we delay in enforcing this contract, we can still enforce it later:
Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.
Which laws apply to this contract and where you may bring legal proceedings:
Governing Law. These terms are governed by English law.
Jurisdiction. If you are a consumer, you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts. If you are a business, you can bring legal proceedings in the English courts and they shall have exclusive jurisdiction in respect of such proceedings.
Alternative dispute resolution:
The following provision only applies if you are a consumer:
Alternative dispute resolution is a process where an independent body considers the facts of a dispute and seeks to resolve it, without you having to go to court. If you are not happy with how we have handled any complaint, you may want to contact the European Commission Online Dispute Resolution platform.