“Affiliate” means in relation to a body corporate, any subsidiary, subsidiary undertaking or holding company of such body corporate, and any subsidiary or subsidiary undertaking of any such holding company for the time being.
“Business Day” means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
“Business Hours” means the period from 9.00 am to 5:00 pm local UK time, on any Business Day.
“Delivery Email Address” means the email address provided by the Customer and to which reports notices hereunder will be sent to.
“Flexibility Contract” means a contract to provide demand side response, or other flexibility services, including but not limited to capacity market services, entered into between the Customer and SEL as amended from time to time.
“Group” means in relation to a company, that company, any subsidiary or holding company from time to time of that company, and any subsidiary from time to time of a holding company of that company.
“Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist, or will subsist now or in the future, in any part of the world.
“Intended Purpose” has the meaning given in Condition 4.1.
“Origami System” means the software, telecommunications system, hardware and other equipment owned by, or licensed to, Origami Energy Limited and its Affiliates (the Origami Group), together with any developments, upgrades, updates, modifications, variations and fixes to the same created from time to time, which are used (or made available) by the Origami Group to perform its obligations to SEL in relation to this agreement and applicable Flexibility Contracts , and shall (for the avoidance of doubt) include the Origami Energy Routers and the SourceOptimisation Reporting Tool.
“Services” has the meaning given in the introduction to these Ts&Cs.
“Software” means the online software applications provided by SEL as part of the Services.
“The SourceOptimisation Reporting Tool” means the online portal made available by SEL to the Customer for the provision of the Services.
“Ts&Cs” means these Terms and Conditions and “Condition” means any term or condition hereof.
“Virus” means anything or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, Trojan horses, viruses and other similar things or devices.
It shall not rely on the Services for any purpose and shall not use them other than for the Intended Purpose;
SEL shall not be liable to the Customer (and/or to any third party) if the Service provided is used for a purpose other than the Intended Purpose or if reliance on and/or improper use of the Services causes any loss, damage and/or expense of whatsoever nature; and
SEL shall not be liable for and makes no representation, warranty or guarantee, whether express or implied, as to the accuracy and/or completeness of the Services.
The Customer’s use of the Services;
The Customer's representations and warranties contained in these Ts&Cs proving to be incorrect or misleading in any respect when made, repeated or deemed to be repeated; and
Any third party claim made against SEL in connection with the Customer’s use of and/or SEL’s provision of The SourceOptimisation Reporting Tool or the Services.
The Customer shall:
Is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethically offensive;
Facilitates illegal activity;
Depicts sexually explicit images;
Promotes unlawful violence;
Is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
In a manner that is otherwise illegal or causes damage or injury to any person or property;
The Customer acknowledges and agrees that:
Death or personal injury caused by negligence; or
Fraud or fraudulent misrepresentation.
Any loss of profits, sales, business, or revenue;
Loss or corruption of data, information or any software;
Loss of business opportunity;
Loss of anticipated savings;
Loss of goodwill;
Corruption of data or information;
Pure economic loss; or
Any indirect or consequential loss.
A modification of the Software or Services by the Customer; or
The Customer’s use of the Software or Services in a manner contrary to the instructions given to the Customer by SEL; or
The Customer’s use of the Software or Services after notice of the alleged or actual infringement from SEL or any appropriate authority; or
Any breach by the Customer of these Ts&Cs.
All licenses granted under these Ts&Cs shall immediately terminate;
The Customer shall return and make no further use of The SourceOptimisation Reporting Tool and any Service, equipment, property and other items (and all copies of them) belonging to the other party;
SEL may destroy or otherwise dispose of any of the Customer Data in its possession; and
The accrued rights of the parties as at termination, or the continuation after termination or the coming into effect of any provision expressly stated to survive or come into effect or implicitly surviving or coming into effect on termination, shall not be affected or prejudiced.
Personal data may be exchanged by one party (the "Disclosing Party") to the other party (the "Receiving Party") in connection with the Receiving Party and/or its Affiliate exercising its rights and/or performing its obligations under these T’s & C’s or any Flexibility Contract (in particular in order to ensure a communication),
The Receiving Party agrees that it will process such data in accordance with the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation) (the "GDPR"), and the Data Protection Act 2018.
Such personal data may include in particular name and surname, name of an employer, employment position and work contact details (the "Personal Data").
The Receiving Party shall apply adequate technical and organizational measures ensuring protection of the Personal Data, appropriate to the risks to the rights and freedoms of natural persons and the nature of the Personal Data and preventing unnecessary collection of the Personal Data according to applicable laws.
The Disclosing Party will notify the data subjects whose Personal Data has been transmitted to the Receiving Party of processing of their Personal Data by the Receiving Party and of the Receiving Party’s rights determined in Clauses 15.2(a) and 15.4.
In this agreement, SEL is the data controller of the Personal Data collected from the Customer.
The details provided will be correct and the Customer agrees to notify SEL of any changes;
The Customer agrees to indemnify SEL in respect of any liability, expenses or losses SEL, or any of its Affiliates, may incur if the Customer has failed to obtain the individual’s consent.
for notices to SEL
for notices to the Customer
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