This Agreement alongside our Quotation, which details the modules elected by you, the Term of your Agreement and the licence fees payable by you form the entire Agreement between ourselves, and explains our obligations as a service provider and your obligations as a Customer.
The Terms are binding on any use of the Service and apply to the Customer from the time that Utilidex provides access to the Service. By using the Utilidex Service, you acknowledge you have read and understood these Terms and have the authority to act on behalf of the Company for whom you are using the Service.
“Agreement” means these Terms of Use.
“Confidential Information” includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the Service but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party.
“Customer” means the Company who registers to use the Service, as specified in the Offer Letter.
“Business Hours” means 9am to 5pm each business day.
“Downtime” means any period which the Service is not available;
“Data” means any data inputted by the Customer into the Utilidex | Energy Service.
“Intellectual Property Right” means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.
“Invited User” means any person or entity, other than the Customer, that uses the Service with the authorisation of the Customer from time to time.
“License Fee” means the fee payable by the Customer as detailed in the Offer Letter
“Non-Core Hours” means all hours that are not Core Hours.
“Quotation” means the sales quotation signed off by you, which details the modules you have selected and the annual cost of those modules.
“Service” means the online product Utilidex | Energy made available (as may be changed or updated from time to time by Utilidex).
“Utilidex” means Utilidex Limited, company number 07857321.
“Website” means the Internet site at the domain - utilidex.com.
Utilidex grants the Customer the right to access and use the Service with the particular user roles available according to subscription type, as listed on your Quotation. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement.
An invoice for the License Fee will be issued each quarter. All invoices will include the License Fee for the quarter period of use, in advance.
Utilidex will continue invoicing the Customer quarterly until this Agreement is terminated in accordance with clause 10. All Utilidex invoices will be sent to the Customer, or to a Billing Contact whose details are provided by the Customer, by email.
You must pay or arrange payment of all amounts specified in any invoice for payment. You are responsible for payment of all taxes and duties in addition to the License Fee.
You must ensure that all usernames and passwords required to access the Service are kept secure and confidential. You must immediately notify Utilidex of any unauthorised use of Customer passwords or any other breach of security.
As a condition of these Terms, when accessing and using the Services, the Customer must: not attempt to undermine the security or integrity of Utilidex’s computing systems or networks or, where the Services are hosted by a third party, that third party’s computing systems and networks; not use, or misuse, the Services in any way which may impair the functionality of the Services or Website, or other systems used to deliver the Services or impair the ability of any other user to use the Services or Website; not attempt to gain unauthorised access to any materials other than those to which You have been given express permission to access or to the computer system on which the Services are hosted;not transmit, or input into the Website, any files that may damage any other computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which the Customer does not have the right to use); and; not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Website except as is strictly necessary to use either of them for normal operation.
Utilidex shall fully indemnify the Customer against all actions, claims, demand, proceedings, damages, costs, charges and expenses arising from or incurred by reason of any infringement or alleged infringement of any Intellectual Property Right. Unless the relevant party has the prior written consent of the other or unless required to do so by law: Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Terms.Each party’s obligations under this clause will survive termination of these Terms. The provisions of clauses 7.1 and 7.2 shall not apply to any information which: is or becomes public knowledge other than by a breach of this clause; is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure; is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or is independently developed without access to the Confidential Information.
Title to, and all Intellectual Property Rights in the Service, the Website and any documentation relating to the Service remains the property of Utilidex (or its licensors).
Title to, and all Intellectual Property Rights in, the Data remain the Customer’s property. You grant Utilidex a licence to use, copy, transmit, store, and back-up the Customer’s information and Data for the purposes of enabling the Customer to access and use the Services and for any other purpose related to provision of services to the Customer.
To the maximum extent permitted by law, Utilidex excludes all liability and responsibility to the Customer (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of information, Data, profits and savings) or damage resulting, directly or indirectly, from any use of, or reliance on, the Service.
If the Customer suffers loss or damage as a result of Utilidex’s negligence or failure to comply with these Terms, any claim by the Customer against Utilidex arising from Utilidex’s negligence or failure will be limited in respect of any one incident, or series of connected incidents, to the License Fees paid by the Customer in the previous 3 months.
If the Customer is not satisfied with the Service, the sole and exclusive remedy is to terminate these Terms in accordance with Clause 10.
The Customer may terminate this Agreement in accordance with the terms specified in the Quotation.
General: breaches any of these Terms (including, without limitation, by non-payment of any License Fees) and does not remedy the breach within 30 days after receiving notice of the breach if the breach is capable of being remedied; or becomes insolvent or goes into liquidation or has a receiver or manager appointed of any of its assets, or becomes subject to any similar insolvency event in any jurisdiction, Utilidex may take any or all of the following actions, at its sole discretion: Terminate this Agreement and the Customer’s use of the Services; Suspend for any definite or indefinite period of time, the Customer’s use of the Services;
SUPPORT AND TECHNICAL ASSISTANCE
Service availability: Whilst Utilidex intends that the Services should be available 24 hours a day, seven days a week, it is possible that on occasions the Services or Website may be unavailable to permit maintenance or other development activity to take place. If for any reason Utilidex has to interrupt the Services for longer periods than Utilidex would normally expect, Utilidex will use reasonable endeavours to publish in advance details of such activity on the Website and inform the Customer.
Technical Problems: To log a support query the Customer can contact the Utilidex support desk on help@utilidex.com during Business Hours by Email or alternatively if the matter is a Priority 1 you can call your Account Manager direct.
To log a support query outside of Business Hours, the Customer can email the support desk at help@utilidex.com. If a support request is placed outside of Business Hours via email, the support request timing will commence at the start of the next Business day, provided that Utilidex has received the support request. In order to carry out the support on the Software, the Customer shall provide as a minimum a screenshot (where applicable) and details of the incident, explaining the issue.
Chargeable Support/Items not included in the scope of Support.
Utilidex provides its software for Customers to manage their own energy estates. The following items are not included within support and may incur additional charges, if they are requested by the Customer.
Following up of the Customer’s service providers (including but not limited to meter agents, suppliers, network operators etc) for the provision of data and/or updates.
Resolving issues which are caused as a direct result of a Customer’s Third-Party Provider (including but not limited to Metering Agents, Suppliers and other software systems used by the Customer which the Utilidex Hub System needs to function).
Data analysis of meter data, energy billings, energy budgets, energy trades and energy consumption data. Consulting services, including the appraisal of trading strategies, forecasting methodologies, development of new software scope and/or any other non-support related consulting activities. Re-training of base installation, as a result of new staff. On-site support services
Entire Agreement: The Terms and Quotation, supersede and extinguish all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between the Customer and Utilidex relating to the Services.
Waiver: If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.
Delays: Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control.
No Assignment: You may not assign or transfer any rights to any other person without Utilidex’s prior written consent.
Governing law and jurisdiction: This Agreement and any Dispute or non-contractual obligation arising out of or in connection with it shall be governed by, and construed in accordance with the law of England and Wales.
Each party hereby submits to the exclusive jurisdiction of the courts of England and Wales over any Dispute arising out of or in connection with this Agreement.
Severability: If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.
Notice: Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to Utilidex must be sent to help@utilidex.com or to any other email address notified by email to the Customer by Utilidex. Notices to the Customer will be sent to the email address which the Customer provided when setting up access to the Service.
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