True's Terms & Conditions: Empowering Your Energy Journey
Understanding Your Agreement with True
CUSTOMER TERMS
INTRODUCTION
These are the terms under which we, Open Energy Market of Hays House, Guildford GU2 4HJ (“we” or “OEM”), provide services to customers who wish to engage OEM to provide utilities procurement, guidance on achieving sustainability and related services.
We offer various services and these terms cover all of those services. Not all of the terms in this document will apply to all customers, since some are specific to services which may not be relevant to the customer.
The Services we offer, and that are covered by these terms, are:
THE TRUE PLATFORM & TRUE CREW SERVICES
The True Platform provides data and insights enabling customers to make decisions concerning sustainability and procurement. By engaging the True Crew, customers can access a team of specialist sustainability advisors.
UTILITIES PROCUREMENT
These services include the procurement of utilities (electricity, gas and water) and associated metering contracts and access to the OEM Platform.
OPEN CONNECT PARTNER SERVICES
We can provide Customers with access to a number of recommended specialist service providers who can assists with Solar PV, EV Charging, Energy Compliance, Energy Efficiency, Metering, Site Works and other services.
RETROSPECTIVE BILLING AUDIT
We can provide a retrospective audit of your costs of electricity, gas and water accounts. The audit may highlight potential refunds and savings.
LEGAL TERMS
1. Basis of Contract
1.1. The Contract. The Contract between OEM and the Customer for the supply of Services consists of these terms and any other documents or forms referred to in these terms and those referred to as part of the Sign-up Process described below. The Contract is the only contract relating to the Services and replaces all previous agreements for the Services. Any terms and conditions attached to purchase orders or presented by the Customer are expressly excluded. In order to purchase Services from OEM, the Customer will complete a Sign-up Process.
1.2. The Sign-up Process will vary depending on the Services the Customer is purchasing or subscribing for:
a) For access to the True Platform and True Crew sustainability services, the Customer will complete the online forms that will be presented when first accessing the True Platform or agree the Order Form that is presented by OEM.
b) For Utilities Procurement and access to the OEM Platform, OEM will provide the Customer with a Proposal or Letter of Authority that a duly authorised person will be required to sign on behalf of the Customer. This may be provided directly or through the True Platform.
c) To engage an Open Connect Partner, OEM will suggest Open Connect Partners that may be suitable to assist the Customer in achieving its sustainability goals or the Customer may request such information; thereafter, the Customer will connect directly with its chosen Open Connect Partner and agree terms for the supply of the Partner’s services directly with the Open Connect Partner.
d) Retrospective Billing Audits are performed for Customers who have engaged OEM to provide Utilities Procurement if the Customer specifically agrees for OEM to provide this Service.
1.3. Exclusion of other terms. These terms apply to the Contract together with any other documents and forms that form part of the Sign-up Process. Any other terms and representations which might be implied by trade, custom practice or otherwise are expressly excluded unless expressly agreed to be incorporated into the Contract by the parties in writing.
2. INTERPRETATION
The definitions and rules of interpretation set out in this clause apply to the Contract.
2.1 Defined terms:
| Authorised Users: |
Those employees and independent contractors of the Customer who are authorised to access and use the True Platform or the OEM Platform Services. |
| Contract: |
The contract for the supply of the Services consisting of these terms and any other forms or documents forming part of the Sign-up Process. |
| Charges: |
The fees payable to OEM, as described in the Proposal or the description of the subscription service, as agreed in relation to the supply of Retrospective Billing Audits or as otherwise agreed between the parties in writing. |
| Confidential Information: |
Information that is proprietary or confidential and is either clearly labelled as such, identified as such or ought reasonably to be considered confidential given the circumstances of its disclosure. Confidential Information includes the commercial terms agreed between the parties and any terms negotiated by OEM on behalf of the Customer with a Utility Supplier. |
| Customer: |
The business identified during the Sign-up Process as the customer. |
| Customer Data: |
The data and information input or uploaded by the Customer to the True Platform or the OEM Platform or otherwise provided by the Customer or an Authorised User to OEM. |
| Effective Date: |
The date established through the Sign-up Process as the Effective Date. |
| Fees: |
The fees payable by the Customer or by Utility Supplier or Open Connect Partner for the supply of the Services. |
| Initial Term: |
(i) The initial term of the Contract as set out in a Proposal, if applicable; or (ii) the first subscription period in the case of access to the True Platform; or (iii) if neither (i) nor (ii) apply, the period of 12 months in all cases, starting on the Effective Date. |
| Intellectual Property Rights: |
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. |
| Letter of Authority: |
A letter of authority signed by the Customer authorising OEM to approach and negotiate terms for the supply of utilities to the Customer on the Customer’s behalf. |
| OEM Content: |
All data, information and material owned by, or licensed to, OEM and comprised within the True Platform or the OEM Platform and/or the Services. |
| OEM Platform: |
The platform provided by OEM to Customers receiving Utility Procurement Services and that allows Customers to view data relating to their utility consumption. |
| OEM Privacy Policy: |
OEM’s privacy policy that can be found here: https://www.truezero.tech/privacy-policy |
| Open Connect Partner: |
A business recommended by OEM to the Customer that may be able to assist the Customer in achieving its sustainability goals by providing related services. |
| Open Energy Market: |
Open Energy Market Limited, a company incorporated in England with registered number 08264515 and registered office of Hays House, Guildford, GU2 4HJ. |
| Proposal: |
A proposal prepared for a Customer who wishes to engage OEM to provide Utilities Procurement Services. |
| Renewal Term: |
Any subsequent terms, of the same duration as the Initial Term, following expiry of the Initial Term during which OEM will provide the Services. |
| Services: |
The Utilities Procurement, True Platform, Open Connect Partner Services and / or the Retrospective Billing Audit as applicable to the Customer and to the context. The Services are more particularly described in Clause 3. |
|
True Crew Services: |
The services provided as an optional additional offering to the True Platform. |
|
True Platform: |
The platform provided by OEM under the ‘True’ brand. |
|
Utility Supplier: |
A third-party supplier of gas, electricity or water. |
2.2. A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
2.3. Any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
2.4. A reference to “writing” or “written” includes email.
3. SUPPLY OF THE SERVICES
3.1. OEM to provide Services. OEM will provide the Services selected by the Customer during the Sign-up Process from the Effective Date for the Initial Term and for any Renewal Terms unless and until the Services are terminated in accordance with Clause 9. The Services will be performed with reasonable care and skill.
3.2. Performance Warranty. OEM will perform the Services substantially in accordance with the relevant description of the Services set out in Clause 3.4 (Service Options). OEM makes no warranty that the Services are fit for the Customer’s purpose or will deliver the Customer’s utility procurement or sustainability goals. All implied warranties and conditions are excluded.
3.3. Selection of Services. The Customer may select, by completing the relevant Sign-up Process, different Services. The Services and terms relevant to the supply of those Services are described below.
3.4. Service Options.
THE TRUE PLATFORM & TRUE CREW SERVICES
The True Platform and the OEM Platform provide data and insights enabling customers to make decisions concerning sustainability and procurement. By engaging the True Crew, customers can access a team of specialist sustainability advisors.
Terms that apply specifically to the True Platform are as follows:
A. Sign-up Process: There are two ways to sign-up to access the True Platform and the True Crew Services (if applicable). Either, the Customer must complete the online Sign-up Process which requires an Authorised User to register for the platform by completing the details on the online Sign Up Page and committing that the information provided is accurate. OEM may contact the Authorised User to verify those details. Alternatively, OEM may present the Customer with an Order Form setting out the details of access to the True Platform and the True Crew Services (if applicable). Following verification and payment (if applicable), OEM will provide the Authorised User with the necessary authentication or access details.
B. True Tiers and True Crew Services: The True Platform is available in different tiers and has the option to purchase True Crew Services. The different tiers give access to different features of the True Platform and there are different fees that apply to each tier. They are:
- Zero
- True
- Hero
- Enterprise
- True Crew Services
During the Sign-up Process, the Authorised User will select which tier he/she wishes to access. Customers wishing to access the Enterprise tier or wishing to purchase True Crew Services will be directed to OEM to complete the Sign-up Process.
C. Fees: Unless the Customer is using the Zero tier of the True Platform or is making use of a trial use period or benefitting from a price offer that allows free use, the Customer must pay a subscription Fee for its use of the True Platform or True Crew Services on a monthly or annual basis. Details of the monthly or annual subscription Fees are set out during the Sign-up Process. OEM can terminate a Customer’s subscription if the Customer does not pay the subscription Fees.
D. Duration of access to the True Platform: Customer’s access to the True Platform and True Crew Services (if applicable), begins following completion of the Sign-up Process, receipt, by OEM, of the Fees, if applicable, and receipt by the Authorised User of the necessary authentication or access details.
E. Platform Access: Additional terms relating to use of the True Platform are set out in Clause 5 (Terms Applicable to the OEM Platform and True Platform) and (Terms Applicable to the OEM Platform and True Platform) and by using the True Platform, the Customer agrees to those terms.
UTILITIES PROCUREMENT
OEM will assist the Customer with the procurement of its utilities (electricity, gas and water) and associated metering contracts.
Terms that apply specifically to Utilities Procurement Services are as follows:
A. Sign-up Process: In order to engage OEM to provide Utility Procurement Services, the Customer must complete the Sign-up Process described in Clause 1.1 (a). In particular, OEM will require the Customer to complete a Letter of Authority to enable OEM to represent the Customer to the Utility Supplier and negotiate on the Customer’s behalf. The Letter of Authority must be signed or approved by a representative of the Customer who is able to commit the Customer for the supply of Utilities Procurement Services.
B. Proposal: Further details of the Utilities Procurement Services may be set out in a Proposal that OEM will require the Customer to confirm as acceptable.
C. Utility Consumption: So that OEM can provide Utilities Procurement Services appropriate to the Customer’s expected utility consumption, OEM requires that the Customer keeps OEM informed of any changes in its expected utility consumption. The requirement to inform OEM promptly of any change is the Customer’s responsibility.
D. Utility Prices: As part of the Utilities Procurement Services, OEM may provide pricing information for the chosen utility supply. Prices are not guaranteed until the order has been confirmed and the contract locked in by the Utility Supplier. Until then, prices are estimates only and OEM makes no commitment as to their availability. OEM does not warrant or represent that any utilities provided by a Utility Supplier proposed by OEM will be at the very best price on the market at any time or that they cannot be obtained more cheaply by any other means. In addition, OEM does not guarantee a certain level of cost savings and the Customer acknowledges that utilities prices may go up or down.
E. OEM Platform Access: As part of the Utilities Procurement Services, OEM will provide the Customer with access to the OEM Platform. Terms relating to use of the OEM Platform are set out in Clause 5 (Terms Applicable to the OEM Platform and True Platform) and by using the OEM Platform, the Customer agrees to those terms.
F. Fees: Fees for the supply of Utilities Procurement Services will be identified in the Sign-up Process. There are two fee options:
Supplier Payment: The Utility Supplier pays OEM a commission based on the supply of electricity, gas or water to the Customer; or
Direct Payment: OEM invoices the Customer for the Fees that are specified and agreed during the Sign-up Process.
It is specifically brought to the Customer’s notice that, where the Customer is not paying OEM a direct payment, the Utility Supplier may pay OEM a commission. The rate of any commission payment from the Utility Supplier will be communicated to the Customer before it signs up to the relevant utility supply contract. By completing the Sign-up Process for Utilities Procurement, the OEM Platform or the True Platform, the Customer agrees to OEM receiving a commission from the Utilities Supplier in this way.
If the Fees are to be paid by Direct Payment, OEM will invoice the Customer in accordance with the payment terms specified in the Proposal. The Customer agrees to pay the fees within 30 days of the date of the invoice without deduction, set off or withholding of any kind.
After the Initial Period, OEM may increase any Direct Payment Fees provided that OEM gives the Customer notice of any increase before the end of the Initial Period and the increase is no greater than 10% of the Direct Payment Fees for the then current period.
OPEN CONNECT PARTNER SERVICES
OEM can provide Customers with access to a number of recommended specialist service providers who can assist with services including (but not limited to) Solar PV, EV Charging, Energy Compliance, Energy Efficiency, Metering, Site Works.
Terms that apply specifically to the Open Connect Partner Services are as follows:
A. Sign-up Process: In order to benefit from the Open Connect Partner Services, the Customer must complete the Sign-up Process described in Clause 1.1 (c). OEM will provide details of a number of Open Connect Partners that OEM believes may be able to assist the Customer in its sustainability goals. The Customer will engage its chosen Open Connect Partner directly to provide the relevant services.
B. Open Connect Partner to provide the services: OEM is not responsible for the supply of any services by an Open Connect Partner. OEM may recommend an Open Connect Partner but has no control over or responsibility for the supply of the relevant services. The Customer must rely on its own contract with the Open Connect Partner for the supply of the services.
C. Feedback: OEM is happy to receive any feedback from the Customer about any referred Open Connect Partner or the services provided by the partner.
D. Fees: OEM may receive a referral fee from the Open Connect Partner for any referrals made to the partner. The referral fee is agreed between OEM and the Open Connect Partner.
RETROSPECTIVE BILLING AUDIT
OEM can provide a retrospective audit of a Customer’s costs of electricity, gas and water accounts. The audit may highlight potential refunds and savings.
Terms that apply specifically to a Retrospective Billing Audit are as follows:
A. Sign-up Process: In order to engage OEM to provide a Retrospective Billing Audit, the Customer must complete the Sign-up Process described in Clause 1.1 (d). OEM will only perform a Retrospective Billing Audit if specifically agreed with the Customer. Details of the audit will be agreed at the time the Customer requests the audit.
B. Fees: Fees for the performance of the Retrospective Billing Audit will be agreed on a case by case basis with the Customer.
4. FEES
4.1. The Customer agrees to pay any applicable Fees for the supply of Services as specified in the Fees section of “Terms that apply specifically” to the selected Services (that is any Direct Payment Fees for Utility Procurement Services and any applicable subscription Fees for access to the True Platform) set out in Clause 3.4 (Service Options).
4.2. OEM may stop providing Services if the Customer fails to pay any Fees that it is responsible for paying (any Direct Payment Fees for Utility Procurement Services and any applicable subscription Fees for access to the True Platform) in accordance with the relevant payment terms. OEM reserves the rights to collect any unpaid Fees together with interest on the Fees at the applicable statutory rate.
5. TERMS APPLICABLE TO THE OEM PLATFORM AND THE TRUE PLATFORM
As part of the supply of Utility Procurement Services and the supply of access to the True Platform, the Customer will be given access to the OEM Platform or the True Platform.
The terms set out in this Clause 5 apply to the Customer’s use of the OEM Platform and the True Platform. For the purposes of this Clause 5, the term “Platform” applies to both (or either, as the case may be) the OEM Platform and the True Platform together with any updates or supplements to those platforms that OEM releases. By using the Platform, the Customer agrees to these terms.
5.1. Access to the Platform. Access to the Platform is via a Customer’s Authorised Users. Authorised Users will be provided with access credentials to enable access. OEM licenses the Customer and its Authorised Users to use the Platform and the OEM Content provided via the Platform subject to the terms of this Clause 5. The Customer is responsible for its own internet connection to enable access to the Platform.
5.2. True Platform tiers. Access to the True Platform is provided in tiers according to the use required by the Customer and the level of subscription Fees paid. OEM will provide access to the relevant tier of the True Platform according to the Customer’s subscription.
5.3. Availability. OEM will make the Platform available for the Customer’s use 99.95% of the time except when the Platform is taken offline for scheduled or unscheduled maintenance. OEM will use reasonable efforts to provide the Customer with advance notice of maintenance operations. OEM is not responsible for events outside its control. If provision of the Platform is delayed by an event outside OEM’s control then OEM will take steps to minimise the effect of the delay.
5.4. OEM Commitment and Exceptions. OEM commits that the Platform and the Customer’s use of the Platform will be substantially as described in the description of the OEM Platform or the True Platform as set out in the relevant section of Clause 3.4 (Service Options). OEM makes no guarantees that the Platform will be fit for a Customer’s particular purpose or be free from minor defects. OEM cannot guarantee energy cost savings or that sustainability goals will be delivered through use of the Platform.
5.5. Customer Data. To the extent the Platform requires the input of Customer Data, the accuracy of any results or recommendations from the Platform is dependent on the accuracy of the Customer Data. The Customer takes responsibility for providing accurate Customer Data.
5.6. Third Party Content. In addition to the OEM Content, the Platform provides data sourced from third parties and links to third-party websites and third-party information sources. OEM is diligent in ensuring that data sources are reputable and reliable but makes no warranties or guarantees of the accuracy of any data or websites provided by third parties. The Customer is responsible for its own actions or inactions taken or not taken based on, or influenced by, the data provided.
5.7. Meter Data. The Platform enables Customers to source meter data related to the Customer’s business. Authorised Users will be required to confirm, when calling for this data, that the meter for which they are seeking the data is correctly registered to the Customer’s business. Energy use analysis and options created via the Platform will not be accurate if you do not seek the correct meter data. OEM will terminate access to the Platform if an Authorised User abuses this feature.
5.8. Support. If the Customer has any issues using the Platform or if the Platform is not performing as expected, OEM will provide support during normal working hours in the UK. The support will be provided primarily by email and OEM can be contacted through the email address: help@truezero.tech or as otherwise advised. OEM will use reasonable efforts to fix any issue with the Platform and to answer questions the Customer has about correct use of the Platform.
If there are issues with the True Platform that OEM is not able to solve to a reasonable outcome within a reasonable time, the Customer may terminate its subscription for the True Platform and OEM will refund the subscription Fees paid in advance for use of the True Platform post termination.
5.9. Proper Use of the Platform. The following rules apply to use of the Platform:
a) Acceptable Use Policy. Authorised Users agree to comply with the provisions of OEM’s Acceptable Use Policy [found here] to ensure that the Platform is used correctly and Authorised Users don’t misuse any of the features of the Platform.
b) The Customer and its Authorised Users must not upload, input, access, store, distribute or transmit any Viruses (any thing or device which may prevent, impair or otherwise adversely affect the access to or operation, reliability or user experience of the Platform) to the Platform.
c) Meter Data. The Customer and Authorised Users are expressly prohibited from attempting to access meter data that does not relate to the Customer’s business.
d) Reselling access. The Customer and Authorised Users are expressly prohibited from reselling access to the Platform or results from use of the Platform to a third party.
e) Use restrictions. The Customer and Authorised Users agree that they will:
(i) not rent, lease, sub-license, loan, provide, or otherwise make available, the Platform in any form, in whole or in part to any person without prior written consent from OEM;
(ii) not copy the Platform;
(iii) not translate, merge, adapt, vary, alter or modify, the whole or any part of Platform nor permit the Platform or any part of it to be combined with, or become incorporated in, any other programs, except as necessary to access the Platform on devices as permitted in these terms of use;
(iv) not disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Platform nor attempt to do any such things;
(v) comply with all applicable technology control or export laws and regulations that apply to the technology used or supported by the Platform.
5.10. Intellectual Property Rights. All intellectual property rights in the Platform throughout the world belong to OEM (or its licensors) and the rights in the Platform are licensed (not sold) to the Customer. The Customer has no intellectual property rights in, or to, the Platform other than the right to use it in accordance with these terms of use.
5.11. Improvements. From time to time, OEM may make changes to the Platform to introduce new features or implement improvements to the Platform.
6. USE OF CUSTOMER INFORMATION
6.1. Collection of Personal Data. In order to provide the Services to the Customer, OEM will need to collect and process the names and contact details of Customer personnel who wish to be authenticated as Authorised Users and those whose details are provided for the purposes of fulfilling contractual obligations such as account managers and billing contacts.
6.2. Permission to process Personal Data. The Customer undertakes to comply with its own obligations under applicable data protection legislation including to ensure that all its personnel who provide their personal data to OEM give informed consent for the collection and processing of the personal data as described in these terms and OEM’s Privacy Policy.
6.3. Platform Consent. Authorised Users will be required to give consent for the processing of their personal data when completing the Sign-up Process for access to the OEM Platform or the True Platform. This will include consent for billing data to be processed by a third party in order to submit invoices for and collect the subscription Fees.
6.4. Privacy Policy. OEM agrees to process the Customer’s personal data in accordance with the OEM Privacy Policy.
7. CONFIDENTIALITY
7.1. Confidentiality Obligation. The Customer and OEM each agree to:
(a) hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than in order to use and receive the Services;
(b) take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of these terms;
(c) promptly, upon request or upon termination of the Contract, return to the other party all materials incorporating Confidential Information in its possession or control or, if requested, destroy all such materials.
7.2. Permission to use Confidential Information. Each party is permitted to use the Confidential Information of the other as necessary for the performance of and receipt of the Services and to disclose Confidential to its employees, contractors and agents on a need-to-know basis provided those parties are subject to confidentiality provisions.
7.3. Disclosure subject to court or regulatory body order. Either party may disclose the other’s Confidential Information to the extent required by law or any court, tribunal, regulator or other authority with competent jurisdiction to order its disclosure.
7.4. Exception. The obligations and restrictions set out in Clause 7.1, 7.2 and 7.3 do not apply to information that:
(a) is or becomes publicly known other than through any act or omission of the receiving party;
(b) was in the other party's lawful possession before the disclosure;
(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
(d) is independently developed by the receiving party, which independent development can be shown by written evidence.
8. LIMITATION OF LIABILITY
8.1. No limitation. Nothing in these terms or the Contract shall limit or exclude either party’s liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation; or
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.
8.2. Limited claims. Subject to Clause 8.1, OEM shall not be liable to the Customer, any affiliate of the Customer or its officers, employees or contractors or to any Authorised User, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of damage to goodwill; or
(g) indirect, consequential or special loss.
8.3. Limited Liability. Subject to clause 8.1, OEM’s total liability to the Customer, whether in contract, tort (including negligence), breach of statutory duty or otherwise, arising under or in connection with the Contract shall be limited to the greater of (i) the Fees paid under the Contract by the Customer in the twelve months prior to the event giving rise to the claim or (ii) £10,000.
8.4. Exclusion of Liability. OEM shall not be liable to the Customer for any use of the OEM Platform or the True Platform other than for its intended purpose, for any use of the OEM Platform or the True Platform that is not in accordance with the Acceptable Use Policy or contrary to its proper use as set out in Clause 5.9 or for any reliance the Customer places on data or recommendations supplied by a third party, for example, via the OEM Platform or True Platform. OEM makes no guarantee about the availability of prices from utilities suppliers until an order has been confirmed and the contract locked in by the utility supply. OEM does not warrant or represent that any utilities provided by a Utility Supplier proposed by OEM will be at the very best price on the market at any time or that they cannot be obtained more cheaply by any other means. In addition, OEM does not guarantee a certain level of cost savings and the Customer acknowledges that utilities prices may go up or down.
8.5. This Clause 8 shall survive termination of the Contract.
9. TERM AND TERMINATION
9.1. Initial Term and Renewal. The Contract shall, unless otherwise terminated as provided in this Clause 9, commence on the Effective Date and shall continue for the Initial Term. After expiry of the Initial Term, it shall renew automatically on the same terms (but subject to a change in the Charges, if applicable, as set out in “terms that apply specifically to Utilities Procurement Services” in Clause 3.4) for the Renewal Periods.
9.2. Non-renewal. If the Customer does not wish to renew the Contract for a Renewal Term, it shall inform OEM in writing at least six months before expiry of the Initial Term.
9.3. Termination under the Contract Terms. The Contract may be terminated during the relevant term pursuant to Clauses 5.7 (Meter Data) or 5.8 (Support).
9.4. Termination Right of Both Parties. Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate the Contract without liability to the other at any time with immediate effect upon written notice if the other party or an Authorised User:
(a) is in material breach of any of its obligations under the Contract and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days following notice of the breach; or
(b) voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; or if the other party becomes subject to an administration order or enters into any voluntary arrangement with its creditors or ceases or threatens to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction; or the other party’s financial position deteriorates to such an extent that it affects that party’s ability to adequately fulfil its obligations under the Contract.
10. GENERAL PROVISIONS
10.1. Subcontracting and Assignment. OEM may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent. The Customer shall not, without the prior written consent of OEM, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract.
10.2. Marketing. The Customer agrees that OEM may publish Customer’s name and logo in its customer lists, and promotional, marketing and investment materials, in any media. Any use of the Customer’s name and logo shall be in accordance with the applicable brand guidelines as notified by the Customer from time to time. Customer will co-operate with OEM in producing any press releases or case studies regarding the supply of the Services to the Customer.
10.3. Entire Agreement. These terms together with any other terms or forms expressly incorporated by reference set out the entire agreement and understanding between the parties and, except where the parties have agreed specific terms relating to Services or agreed otherwise, supersede any previous agreement between the parties relating to its subject matter. Any terms and conditions attached to purchase orders or presented by the Customer are expressly excluded. By entering into the Contract each party acknowledges and agrees that it has not relied on any representations made by the other. Any such representations are excluded. Nothing in this clause shall limit liability for any representations made fraudulently.
10.4. Third Party Rights. A person who is not a party to the Contract has no rights under the Contracts (Rights of Third Parties) Act 1999 (the "Act") to enforce, or to enjoy the benefit of, any term of the Contract, but this does not affect any right or remedy of a third party which exists or is available apart from the Act or that is expressly provided for under the Contract.
10.5. Warranty of Authority. Each party represents and warrants to the other that it is duly organised, validly existing and in good standing under the laws of the jurisdiction of its organisation, and has the requisite power and authority to execute, deliver and perform its obligations under the Contract. Each party represents and warrants to the other that the Contract has been duly authorised, executed and delivered by such party and constitutes a valid and binding obligations of such party enforceable against such party according to its terms.
10.6. Force Majeure. Neither party shall be in breach of the Contract nor liable for any delay in performing, or failure to perform, any of its obligations if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing the obligations. If the period of delay or non-performance continues for longer than is reasonable in the circumstances, the parties may agree to terminate the relevant Contract.
10.7. Survival. Each of the paragraphs of these terms of use 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.
10.8. Waiver. The waiver of one breach or default or any delay in exercising any rights shall not constitute a waiver of any subsequent breach or default. The headings are for convenience and shall not be used to construe these terms.
10.9. Variation. Save as otherwise expressly stated in these terms, the Contract may only be modified or varied in writing executed by duly authorised representatives of both parties. However, OEM may change any terms related to use of the OEM Platform or the True Platform to reflect changes in law or best practice or to deal with additional Platform features. Any such changes will be notified to the Customer.
10.10. Governing Law and Jurisdiction. The Contract and any disputes or claims arising out of or in connection with it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by the laws of England and Wales and the parties submit to the non-exclusive jurisdiction of the English courts.
September 2024