These Ts&Cs set out the terms and condition on which SmartestEnergy (SEL) is willing to grant to its customer (Customer) a royalty-free, non-exclusive, non-transferable sub-licence of the SourceOptimisation Reporting Tool, to the extent necessary for the delivery and receipt of services under any applicable Flexibility Contract. The SourceOptimisation Reporting Tool shall provide functionality to manage and view data from assets providing flexibility services, under any applicable Flexibility Contract, to SEL (the “Services”). THE CUSTOMER’S ATTENTION IS DRAWN, IN PARTICULAR, TO CONDITIONS 9, 10, 11 AND 12 which have the effect of restricting, limiting or excluding SEL’s liability hereunder. The Customer acknowledges and agrees that such Conditions are reasonable and that SEL would not otherwise deliver or make available to the Customer The SourceOptimisation Reporting Tool or the Services.  




1.1 The Customer acknowledges and agrees that by clicking “I accept these terms and conditions” it is effecting and communicating to SEL a legally binding acceptance of these Ts&Cs.


1.2 By accepting these Ts&Cs, the Customer also agrees to be bound by SEL’s Privacy Policy, as published on the SEL website, which is incorporated by reference into and forms that are a part of these Ts&Cs.




2.1 In these Ts&Cs:


“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.


“Privacy Policy" is the privacy policy of SEL as displayed on its website from time to time. 


“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.





3.1 The headings in these Ts&Cs are for convenience only and do not form part of these Ts&Cs or affect their interpretation.


3.2 References in these Ts&Cs to “you” means to the Customer; and the words “your” and “yours” will be construed accordingly.


3.3 References in these Ts&Cs to "parties" means SEL and the Customer and “party” means either of them.


3.4 A reference to a statute or statutory provision includes any subordinate legislation and is a reference to it as amended, supplemented, re-enacted (with or without modification) or replaced from time to time.


3.5 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.


4. Intended Purpose


4.1 The Customer represents and undertakes that it is the Customer’s intention to use the Services to the extent necessary for meeting its obligations under an applicable Flexibility Contract (“Intended Purpose”).


4.2 The Customer agrees, acknowledges and warrants that:


  1. It shall not rely on the Services for any purpose and shall not use them other than for the Intended Purpose;

  2. 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

  3. 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.




5.1 The Customer shall defend, indemnify and hold harmless SEL against any claims, including third party claims, actions, loss, damage, costs (including without limitation court costs and reasonable legal fees), expenses, proceedings or liability (including any fine imposed by a regulator) suffered or incurred by SEL arising from:


  1. The Customer’s use of the Services;

  2. 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

  3. 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.




6.1 It shall be a condition precedent and condition subsequent to SEL’s provision of the Services (and the Customer represents that) the Customer is already party to and continues to be a party to a Flexibility Contract with SEL that has not otherwise expired or been terminated in accordance with its terms.


6.2 It shall be a condition precedent and condition subsequent to SEL’s provision of the Services that the Customer shall ensure that its network and systems comply with the relevant specifications provided by SEL from time to time.




7.1 These Ts&Cs (including the Privacy Policy) constitute the entire agreement as to the subject-matter hereof to the exclusion of any other terms that the Customer may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing (to the maximum extent permitted by law) and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between the parties, whether written or oral, relating to the subject-matter hereof.



The Customer shall:


8.1 Use all reasonable endeavours not to access, store, distribute or transmit any Viruses;


8.2 Not access, store, distribute any material during the course of its use of the Services that:


  1. Is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or      racially or ethically offensive;

  2. Facilitates illegal activity;

  3. Depicts sexually explicit images;

  4. Promotes unlawful violence;

  5. Is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

  6. In a manner that is otherwise illegal or causes damage or injury to any person or property;                                                                                                       


8.3 Not attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means;


8.4 Not attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software;


8.5 Use all reasonable endeavours to prevent any unauthorised access to, or use of, the    Services and, in the event of any such unauthorised access or use, promptly notify SEL;


8.6 Not (except to the extent expressly permitted under these Ts&Cs) use the Services to provide services to third parties;       


8.7 Not attempt to obtain, or assist third parties in obtaining, access to the Services without the written consent of SEL;


8.8 Provide SEL with all necessary co-operation in relation to these Ts&Cs and necessary access to such information as may be required by SEL in order to provide the Services, including data, security access information and configuration services;


8.9 Comply with all applicable laws and regulations with respect to its activities under these Ts&Cs;


8.10 Obtain and maintain all necessary licences, consent and permissions necessary for      SEL, its contractors and agents to perform its obligations under these Ts&Cs.


8.11 To grant SEL a royalty-free, non-exclusive, transferrable licence to use the data it obtains in the course of delivering the Services for whatever purposes it wishes at any time.


8.12 Not assist with providing or facilitating unauthorised access to the Services; 


8.13 At the request of SEL, take all reasonable steps, including co-operation in litigation (other than any claim over which SEL assumes control) both during and   after the termination or expiry of these Ts&Cs (for any reason), as may be necessary for the protection or enforcement of the Intellectual Property Rights of SEL or its contractors and agents. For the avoidance of doubt this Condition 8.13 shall survive the termination or expiry of these Ts&Cs;


8.14 Not attempt to circumvent or interfere with any security features of the Origami System; and


8.15 Not build or offer a Service and/or any related product which competes with The SourceOptimisation Reporting Tool or the Services described in these Ts&Cs;                                                              




9.1 The Customer acknowledges and agrees:


(a) that these Ts&Cs do not form part of, and are distinct from, any other agreement, contract or terms and conditions between the parties, notwithstanding Condition 6.1; and


9.2 Subject to Condition 9.1, SEL will use good faith efforts to grant access to The SourceOptimisation Reporting Tool 24 hours a day, seven days a week, subject to maintenance (whether planned, unscheduled or required in the case of emergency).


9.3 Notwithstanding Condition 9.2, SEL shall not be liable for any delay in the delivery of the Service for any reason whatsoever; SEL does not represent, undertake or warrant that the Customer’s use of the Services will be uninterrupted and/ or that the Services will meet the Customer’s requirements; and under no circumstances does SEL accept any responsibility for any such interruption or fitness for purpose;


9.4 SEL will not be responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet.




10.1 SEL may unilaterally amend or terminate these Ts&Cs and/or the Services at any time with immediate effect by providing notice of such amendment or termination to the Customer.  Any such amendment or termination shall be deemed effective as of the date of such notice, which may be by email, without the need for further formality.


10.2 Without prejudice to the foregoing, SEL reserves the right, without liability and in its sole and absolute discretion, to disable the Customer’s access to the Services at any time without notice.


10.3 SEL reserves the right, without prejudice to its other rights under these Ts&Cs and without liability to the Customer, to terminate these Ts&Cs and/or disable the Customer’s access to the Services as a result of the Customer’s breach of the provisions of this Condition 8 (without prejudice to Condition 10)




The Customer acknowledges and agrees that:


11.1 The rights and Services provided in these Ts&Cs are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer;


11.2 In the event of any loss or damage to any data provided by the Customer to SEL under or in connection with these Ts&Cs as a result of SEL’s negligence or breach of these Ts&Cs, the Customer’s sole and exclusive remedy shall be for SEL to use good faith efforts to restore the lost or damaged data from the latest back-up of such data maintained by SEL;  


11.3 These Ts&Cs do not include the right to grant licences or sub-licences;


11.4 The Customer is solely responsible for: (i) procuring and maintaining its network connections and telecommunications links from its systems to The SourceOptimisation Reporting Tool, and (ii) all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet;


11.5 The Services may be subject to limitations, delays and other problems inherent in the use of such communication facilities and SEL shall not be liable to the Customer for any such limitations, delays or other problems whatever the cause;


11.6 A breach by the Customer of any of the terms of these Ts&Cs may result in irreparable and continuing damage to SEL for which there may or will be no adequate remedy at law, and that in the event of such breach, SEL shall be entitled to apply for injunctive relief and/or a decree for specific performance and such other and further relief as may be appropriate; and


11.7 It hereby consents to the use of its data.




12.1 Any dates and/or times for delivery of the Services are indicative and non-binding and may not be relied upon by the Customer.


12.2 In the event that SEL fails for any reason (including negligence) to deliver all or any of the Services that the Customer receives at no charge, SEL shall have no liability whatsoever for any losses, costs, expenses and/or damage that the Customer may incur as a direct or indirect result of any such failure, subject to Condition 12.4.


12.3 SEL shall not incur any liability for transmitting any Viruses to the Customer in the provision of the Services.


12.4 Nothing in these Ts&Cs limits or excludes either party’s liability for:


  1. Death or personal injury caused by negligence; or

  2. Fraud or fraudulent misrepresentation.


12.5 Subject to Condition 12.4 and without prejudice to the other provisions of these Ts&Cs, SEL will under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these Ts&Cs for:


  1. Any loss of profits, sales, business, or revenue;

  2. Loss or corruption of data, information or any software;

  3. Loss of business opportunity;

  4. Loss of anticipated savings;

  5. Loss of goodwill;

  6. Corruption of data or information;

  7. Pure economic loss; or

  8. Any indirect or consequential loss.                                    


12.6 Except as expressly stated in these Ts&Cs, SEL does not make any representation, warranties or undertakings in relation to the Services. Any representation, condition or warranty which might be implied or incorporated into these Ts&Cs by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, SEL shall not be responsible for ensuring that The SourceOptimisation Reporting Tool and/or the Services are suitable for the Customer’s purposes.


12.7 The Customer assumes sole responsibility for results obtained from the use of The  SourceOptimisation Reporting Tool and/or the Services by the Customer, and for conclusions drawn from such use. SEL shall have no liability for any damage caused by errors or omissions in The SourceOptimisation Reporting Tool and/or the Service.




13.1 The  Customer shall indemnify SEL against all liabilities, costs, expenses, damages and losses including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses suffered or incurred by SEL in connection with any claim made against SEL for actual or alleged infringement of a third party's Intellectual Property Rights arising out of or in connection with the Customer’s use of the Services or caused by the Customer’s act or omission. This Condition 13.1 shall survive termination of these Ts&Cs.


13.2 Nothing in these Ts&Cs, and nothing done under these Ts&Cs, shall result in the transfer of any right, title or interest in or to any Intellectual Property Rights from SEL, or its Group to the Customer or any Affiliate of the Customer or any other person.


13.3 In the defence or settlement of any claim, SEL may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available terminate these Ts&Cs on notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.


13.4 The Customer acknowledges and agrees that SEL and/or its licensors own the Intellectual Property Rights in the Software. Except as expressly stated herein, these Ts&Cs do not grant the Customer any rights to, or in, patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Software.


13.5 In no event shall SEL, its employees, agents and sub-contractors be liable to the Customer in respect of any alleged infringement that is based on:


  1. A modification of the Software or Services by the Customer; or

  2. The Customer’s use of the Software or Services in a manner contrary to the instructions given to the Customer by SEL; or

  3. The Customer’s use of the Software or Services after notice of the alleged or actual infringement from SEL or any appropriate authority; or

  4. Any breach by the Customer of these Ts&Cs.




14.1 If, at any time, any Condition or part-Condition of these Ts&Cs is or becomes illegal, invalid or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant Condition or part of a Condition shall be deemed deleted. Any modification to deletion of     a Condition or part of a Condition under this Condition 14.1 shall not affect the validity and enforceability of the rest of these Ts&Cs.


14.2 If one party gives notice to the other of the possibility that any Condition or part Condition of these terms is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such Condition so that, as amended, it is legal, valid and enforceable and, to the greatest extent possible, achieves the intended commercial result of the original Condition.


14.3 On termination of these Ts&Cs for any reason:


  1. All licenses granted under these Ts&Cs shall immediately terminate;

  2. 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;

  3. SEL may destroy or otherwise dispose of any of the Customer Data in its possession; and

  4. 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.




15.1 SEL will use personal information in accordance with SEL’s Privacy Policy.


15.2 The Parties agree and acknowledge that:


  1. 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),

  2. 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.

  3. Such personal data may include in particular name and surname, name of an employer, employment position and work contact details (the "Personal Data").

  4. 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.

  5. 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.

  6. In this agreement, SEL is the data controller of the Personal Data collected from the Customer.


15.3 The Customer confirms that in each case, when an individual’s personal information    or data is provided by the Customer to SEL:


  1. The details provided will be correct and the Customer agrees to notify SEL of any changes;

  2. The Customer will have the individual’s consent to SEL using the individual’s personal information as set out in SEL’s then-current Privacy Policy; and

  3. 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.


15.4 The Customer agrees that SEL may use, and take action in relation to, any information about the Customer held by SEL as set out in SEL’s Privacy Policy as updated from time to time.




16.1 All notices in connection with these Ts&Cs shall accord with the provisions of this Condition 17.


16.2 The addresses for notices to each party are as follows:



  1. for notices to SEL


For the attention of SEL’s Source Team


SmartestEnergy Limited, The Columbus Building, 7 Westferry Circus, London, E14 4HD


A notice or other communication shall be deemed to have been received: If delivered personally, when left at our registered office; if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or if sent by e-mail, immediately upon transmission.



  1. for notices to the Customer


The Customer’s Delivery Email Address

A notice or other communication shall be deemed to have been received immediately upon transmission. 




17.1 These Ts&Cs are governed by English Law.


17.2 The parties irrevocably agree that the courts of England have exclusive jurisdiction to   settle any dispute arising out of or in connection with these Ts&Cs (including a dispute regarding the existence, validity or termination of these Ts&Cs); and the parties agree that the courts of England are the most appropriate and convenient courts to settle disputes and accordingly no party will argue the contrary. The United Nations Convention on Contract for the International Sale of Goods 1980 shall not apply to these Ts&Cs.




18.1 A party who is not a party or a permitted assignee of (or a successor to) a party may not enforce any term of these Ts&Cs pursuant to the Contract’s (Rights of Third Parties) Act 1999, other than that party’s Affiliates.


18.2 No failure or delay by each party or any of their respective Affiliates, in exercising any right, power or privilege under these Ts&Cs will operate as a waiver of it, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise of it or the exercise of any other right power or privilege under this these Ts&Cs.


18.3 Nothing in these Ts&Cs is intended to or shall be deemed to establish any partnership or joint venture between any of the parties, or constitute either party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.


18.4 Unless specifically provided otherwise, rights arising under these Ts&Cs are cumulative and do not exclude rights provided by law.


18.5 The Customer may not assign, sub-contract or deal in any way with, any of its rights or obligations under these Ts&Cs or any document referred to in them, save that SEL may assign its rights under these Ts&Cs to any entity in its Group or a third party on prior written notice of 30 Business Days to the Customer.




Decline terms and conditions and return to home page