END USER LICENCE AGREEMENT (EULA)
1. UTILIDEX ENERGY HUB END USER LICENCE AGREEMENT (EULA)
1.1. Welcome to the Utilidex | Energy Hub Software (“Software”), an online platform enabling you to manage your energy estates, provided by Utilidex (“Utilidex”). Your Energy Supplier (“Supplier”), has purchased a License of the Energy.Hub Product, which enables them to grant access to you, the Invited User (“Invited User”) subject to the terms of this EULA.
1.2. By accessing and signing in and using the Software, the Invited User agrees to be bound by the Terms and Conditions set forth in this EULA.
2. GRANT OF LICENCE
2.1. Subject to the terms of this EULA, Utilidex hereby grants to the Invited User a royalty-free, non-exclusive license to use the Software for the duration of the contract term with the Supplier.
3. RESPONSIBILITY FOR INVITED USERS
3.1. The Invited User shall use the Software for internal business purposes and shall not license or sublicense, sell or resell, or otherwise commercially exploit or make the Software available to any third party.
3.2. The Invited User is responsible for all activities occurring under the Invited User Account and shall use reasonable efforts to prevent unauthorised access to, or use of, the Software and shall notify Utilidex or the Supplier promptly of any such unauthorised use.
3.3. The Invited User may not modify, copy or create derivative works based on the Software or reverse engineer the Software or access the Software to build a competitive product or service, or copy any ideas, features, functions of the Software.
4. INTELLECTUAL PROPERTY
4.1. General Title to, and all Intellectual Property Rights in the Software, the Website and any documentation relating to the Software remains the property of Utilidex (or its licensors).
5. PROCESSING OF YOUR DATA
5.1. Processing of your data is limited to the extent necessary, for the performance of Utilidex’s obligations under its agreement with the Supplier to provide you the Software. Utilidex shall not process your data for any other purpose without your or the Supplier’s written consent.
5.2. Ownership of Data Title to, and all Intellectual Property Rights in, the Data remain the Supplier’s and the Invited User’s property. You grant Utilidex a license to use, copy, transmit, store, and back-up the Data for the purposes of enabling access and to use the Software.
6.1. The Supplier will be the point of contact for Support. Where necessary the Supplier may escalate to Utilidex as necessary to resolve any technical matters.
7. TERMS OF AGREEMENT
This EULA is effective until:
7.1. Automatically terminated if the Invited User fails to comply with any of the terms and conditions in this EULA; or
7.2. Terminated by the Supplier.
7.3. Terminated by Utilidex.
8.1. 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.
9. WARRANTY DISCLAIMER
9.1. Utilidex expressly disclaim any warranty for the Software. The Software and any related documentation is provided “as is” without warranty of any kind, either express or implied, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, or non-infringement. The Invited User accepts any and all risk arising out of use or performance of the Software.
10. LIMITED LIABILITY
10.1.To the maximum extent permitted by law, Utilidex excludes all liability and responsibility to the Invited User 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 Software.
11. GOVERNING LAW AND JURISDICTION
11.1.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.
11.2.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.