Terms and Conditions
- 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.
- “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.
USE OF SOFTWARE
- 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).
Ownership of Data
- 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.
LIMITATION OF LIABILITY
- 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.