By signing up to an Energy Dashboard API Subscription, you are agreeing to follow the terms and conditions outlined here. The customer is responsible for reading these terms before clicking "subscribe" or "continue" on the subscription sign up page of the Energy Dashboard Website. By proceeding, the customer confirms that they accept these terms and conditions in their entirety, before accessing or using any Energy Dashboard API Subscription data product or service. Not withstanding any different terms the customer may reference or provide, Energy Dashboard's offer or acceptance to enter into an agreement with the customer with respect to any product or service is expressly limited to the terms and conditions outlined here, and conditioned on the customer's consent to these terms and conditions.

1. Definitions

1.1 The definitions and rules of interpretation in this Clause apply in this Agreement.

“Agreement” means these Terms and Conditions, together with a completed subscription sign up page on the Energy Dashboard Website. For the avoidance of doubt, each completed subscription sign up page on the Energy Dashboard Website constitutes a separate and distinct Agreement.

“API” means the Supplier's Application Programming Interface(s) as descibed in the Services and as may be updated on the Energy Dashboard website from time to time.

“Authorised Users” means those employees, agents and independent contractors of a Customer or a Customer Affiliate who have been authorised by the Customer to use the Services in accordance with these Terms and Conditions.

“Business Day” is a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

“Call Limits” means the maximum number of API requests for JSON data or CSV data download, as permitted within the Services or Products, and as described in the subscription section of the Energy Dashboard Website (as applicable).

“Confidential Information” is information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 9.

“Custom Subscription” means a bespoke or tailored Subscription Product, where the scope of the Services and Fees have been agreed in writing between the Supplier and the Customer, and which may require variations to these standard Terms and Conditions, as set out in clause 13.

"Customer” means any entity [person or company] that purchases online one or more Energy Dashboard subscription services or Products, as described in the subscription section of the Energy Dashboard Website (as applicable).

"Customer Data” means the data inputted into the information fields of the API(s), including Personal Data as defined by the Data Protection Act 1988 (or any successive legislation) by the Customer, Authorised Users or the Supplier solely on the Customer's behalf for the purpose of using the Services or facilitating the Customer’s use of the Services.

“Documentation” means the documentation made available to the Customer by the Supplier [online via the Energy Dashboard Website or such other web address as notified by the Supplier to the Customer from time to time] which sets out a description of the Services and the user instructions for the Services.

“Effective Date” is the date the Customer clicks "subscribe" or "continue" on the subscription sign up page on the Energy Dashboard Website.

"Energy Dashboard Website" means the website found at https://www.energydashboard.co.uk and any other website notified to the Customer by the Supplier from time to time.

“Fees” means the amounts specified on the subscription sign up page on the Energy Dashboard Website.

“Initial Subscription Term” means the initial Free Trial Period plus the initial term of 1 calendar month, commencing on the Effective Date.

“Normal Business Hours” is the period 8.00 am to 6.00 pm local UK time, each Business Day.

“Products” mean the API services ordered by Customer under this Agreement, as more particularly described in the subscription sign up page of the Energy Dashboard Website.

"Renewal Period" means the period described in clause 12.1.

“Services” means, API subscription data services provided by the Supplier to the Customer under this Agreement, including website documentation and content and data provided via CSV file or URL domains including (but not limited to)

• • https://api.energydashboard.co.uk/

“Software” means any online software applications provided by the Supplier as part of the Services.

“Subscription Term” has the meaning given in clause 12.1 (being the Initial Subscription Term together with any subsequent Renewal Period(s) (if applicable).

“Supplier” means Energy Dashboard, a trading name for Energy Data Limited, incorporated and registered in England and Wales with company number 15318758 whose registered address is at 3rd Floor, 86-90 Paul Street, London, England, United Kingdom, EC2A 4NE.

2. Authorised Use

2.1 Subject to the terms and conditions of this Agreement and the restrictions set out in this Clause 2, the Supplier hereby grants to the Customer a non-exclusive, non-transferable, freely revocable right, without the right to grant sublicenses:

• • 2.1.1 To permit the Authorised Users to use the Services, during the Subscription Term solely for the Customer's internal business operations and purposes.
• • 2.1.2 To integrate the Supplier's Data into the Customer’s applications, solely for the Customer's internal business operations.

2.2 The Customer shall not:

• • 2.2.1 store, distribute or transmit any Virus, or any material through the Hosting Services that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; or promotes unlawful violence, discrimination based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activities;
• • 2.2.2 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services, Software and/or Documentation (as applicable) in any form or media or by any means;
• • 2.2.3 attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services or Software;
• • 2.2.4 access all or any part of the API(s) or Services in order to build a product or service which competes with the API(s) and/or the Services;
• • 2.2.5 use the API(s) or Services to provide services to any other third parties except as expressly set out in this Agreement or as may separately be agreed between the parties in writing; or
• • 2.2.6 subject to clause 22.1, license, re-sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users;
• • 2.2.7 cache data received via the Services for a period longer than fourteen (14) days;
• • 2.2.8 use the Services or the Data in any way that may infringe any copyright or proprietary interests of the Supplier or the Supplier's third-party data providers, or any other third parties;
• • 2.2.9 attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; or
• • 2.2.10 introduce or permit the introduction of, any Virus or Vulnerability into the Supplier's network and information systems.

2.3 The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.

3. Supply of the Services

3.1 The Supplier shall, during the Subscription Term, provide the Services to the Customer on and subject to the terms of this Agreement.

3.2 The Supplier shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:

• • 3.2.1 planned maintenance carried out during the maintenance window of [10.00 pm to 6.00 am UK time]; and
• • 3.2.2 unscheduled maintenance performed outside Normal Business Hours, provided that the Supplier has used reasonable endeavours to give the Customer notice in advance.

3.3 The Supplier will, as part of the Services, provide the Customer with email support during Normal Business Hours.

3.4 Provision of the Services is subject to the Call Limits as set out in the sign up page of the Energy Dashboard Website. When the Call Limits have been reached or exceeded within the Initial Subscription Term or subsequent Renewal Period, access to the Services will be witheld until the Call Limits are reset at the start of the proceeding Renewal Period, unless a resolution is agreed in writing between the Supplier and the Customer.

4. Customer's Obligations

4.1 The Customer shall:

• • 4.1.1 comply with all applicable laws and regulations of any government agency with respect to its own activities under this Agreement;
• • 4.1.2 ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this Agreement and shall be responsible for any Authorised User's breach of this Agreement. Although the Supplier has no obligation to monitor the Customer’s use of the Services, the Supplier may do so and may prohibit any use of the Services it believes may be (or is alleged to be) in violation of this Agreement;
• • 4.1.3 keep secure and confidential any passwords and/or API keys necessary for accessing and using the Services; and use all reasonable endeavors to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, to promptly notify the Supplier and reasonably cooperate with the Supplier to block the unauthorised access or use;
• • 4.1.4 provide the Supplier with all necessary co-operation and access to such information in relation to this Agreement as may be required by the Supplier to provide the Services, including but not limited to security access information;
• • 4.1.5 be solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the Supplier's data centres, and 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;
• • 4.1.6 ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time; and
• • 4.1.7 obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under this Agreement, including without limitation the Service;
• • 4.1.8 where applicable and practicable, acknowledge the source of the Supplier's third-party data providers, by using any attribution statement(s) referenced on the specific endpoint page of the Energy Dashboard Website, and where possible provide a link to the third-party data provider's license;
• • 4.1.9 carry out all Customer obligations in a timely and efficient manner. In the event of any delays in the Customer's provision of such obligations, the Supplier may adjust any specified or agreed timetable as reasonably necessary.

5. Third Party Providers

5.1 The Customer acknowledges that the Services may enable or assist it and/or Authorised Users to access the website content of, correspond with, and purchase Products and services from, third parties via third-party websites and that it does so solely at its own risk. The Supplier makes no representation, commitment or endorsement and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer and/or any Authorised User, with any such third party. Any contract or arrangement of whatever nature entered into and any transaction completed via any third-party website is between the Customer and/or the Authorised User and the relevant third party, and not the Supplier. The Supplier recommends that the Customer refers to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party website. The Supplier does not endorse or approve any third-party website nor the content, availability or legality of any such website made available via the Services.

6. Supplier's Obligations

6.1 The Supplier undertakes that the Services will be performed substantially in accordance with any relevant reference documentation on the Energy Dashboard Website and with reasonable skill and care.

6.2 The undertakings at clause 6.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Supplier's instructions or modification or alteration of the Services by any party other than the Supplier or the Supplier's duly authorised contractors or agents. If the Services do not conform with the undertaking set out in clause 6.1, the Supplier will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 6.1.

6.3 The Supplier:

• • 6.3.1 does not warrant that:
  • • 6.3.1.1 the Customer's use of the Services will be uninterrupted or error-free;
  • • 6.3.1.2 that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer's requirements;
  • • 6.3.1.3 the Services will be free from Vulnerabilities;
  • • 6.3.1.4 the Software, Documentation or Services will comply with any Heightened Cybersecurity Requirements.
• • 6.3.2 is not 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, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

6.4 This Agreement shall not prevent the Supplier from entering into similar Agreements with third parties, or from independently developing, using, selling or licensing documentation, Products and/or services which are similar to those provided under this Agreement.

6.5 The Supplier warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement.

7. Charges and Payment

7.1 The Customer shall pay the Fees to the Supplier in accordance with this clause 7 and clause 12.2.2 and the subscription Fees outlined on the subscription sign up page on the Energy Dashboard Website.

7.2 The Supplier shall be entitled to adjust the subscription Fees for any Renewal Period, after the Initial Subscription Term, by giving written notice to the Customer (email acceptable) at least 1 Renewal Period (1 calendar month) before the start of such Fee adjustment.

7.3 Value added tax (VAT) may be charged in addition to the Fees stated or referred to in this Agreement, at the appropriate rate, if the Supplier becomes VAT registered, by giving written notice to the Customer (email acceptable) at least 1 Renewal Period (1 calendar month) before the start of such adjustment.

7.4 The Customer will pay the subscription Fees monthly in advance through automatic payment via the Stripe payment platform. Stripe's End User Terms of Service can be viewed at https://stripe.com/gb/legal/consumer.

7.5 All amounts and Fees stated or referred to in this Agreement:

• • 7.5.1 shall be payable in Pounds Sterling (GBP);
• • 7.5.2 are exclusive of value added tax, which is not applicable as the Supplier is not currently VAT registered.
• • 7.5.3 are non-cancellable and non-refundable;

7.6 The Supplier may, without liability to the Customer, disable the Customer's API key, account and access to all or part of the Service and the Supplier shall be under no obligation to provide any or all of the Service while the subscription Fees concerned remain unpaid;

8. Proprietary Rights

8.1 The Customer acknowledges and agrees that the Supplier and/or its licensors own all intellectual property rights in the Services. Except as expressly stated herein, this Agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services.

8.2 The Supplier confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.

8.3 The Customer agrees to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained in the Service. The Customer acknowledges that the Services, Software and/or Documentation have been developed, compiled, prepared, revised, selected, and arranged by the Supplier, its affiliates, and their respective contractors, agents, third parties and others (including certain other information sources) through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and constitutes valuable intellectual property of the Supplier and such others. The Customer agrees to protect the proprietary rights of the Supplier and all others having rights in the Services, Software and/or Documentation during and after the term of this Agreement.

9. Confidentiality and Publicity

9.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party's Confidential Information shall not be deemed to include information that:

• 9.1.1 is or becomes publicly known other than through any act or omission of the receiving party;
• 9.1.2 was in the other party's lawful possession before the disclosure;
• 9.1.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
• 9.1.4 is independently developed by the receiving party, which independent development can be shown by written evidence; or
• 9.1.5 is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

9.2 Subject to clause 9.4, each party shall hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this Agreement.

9.3 Each party shall 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 the terms of this Agreement.

9.4 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 9.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

9.5 The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute the Supplier's Confidential Information.

9.6 No party shall make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

9.7 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.

9.8 The Supplier shall be permitted to identify the Customer as a customer of the Supplier on the Energy Dashboard Website or other publicity materials and accordingly, the Customer hereby grants to the Supplier the right to use and display the Customer’s name, logo and/or any other identifying words or marks associated with the Customer, in whole or in part, and in any media for such purposes.

9.9 The Customer undertakes not to publicise work undertaken by the Supplier through the use of the Supplier's name without the prior written consent of the Supplier.

9.10 This clause 9 shall survive termination of this Agreement, however arising.

10. Indemnity

10.1 The Customer shall defend, indemnify and hold harmless the Supplier against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees), including without limitation each of those claimed by third parties, arising out of or in connection with the Customer's use of the Services and/or Documentation, provided that:

• • 10.1.1 the Customer is given prompt notice of any such claim;
• • 10.1.2 the Supplier provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and
• • 10.1.3 the Customer is given sole authority to defend or settle the claim, and that such defence or settlement is conducted within a reasonable period; and
• • 10.1.4 the Customer receives regular updates and information about the claim and its defence as reasonably required by the Supplier.

10.2 The Supplier shall defend the Customer, its officers, directors and employees against any claim that the Customer's use of the Services or Documentation in accordance with this Agreement infringe any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:

• • 10.2.1 the Supplier is given prompt notice of any such claim;
• • 10.2.2 the Customer provides reasonable co-operation to the Supplier in the defence and settlement of such claim, at the Supplier's expense; and
• • 10.2.3 the Supplier is given sole authority to defend or settle the claim.

10.3 In the defence or settlement of any claim, the Supplier 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 this Agreement on 2 Business Days' notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.

10.4 In no event shall the Supplier, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:

• • 10.4.1 a modification of the Services or Documentation by anyone other than the Supplier; or
• • 10.4.2 the Customer's use of the Services or Documentation in a manner contrary to the instructions given to the Customer by the Supplier; or
• • 10.4.3 the Customer's use of the Services or Documentation after notice of the alleged or actual infringement from the Supplier or any appropriate authority.

10.5 The foregoing and clause 11.4.2 states the Customer's sole and exclusive rights and remedies, and the Supplier's (including the Supplier's employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trademark, database right or right of confidentiality.

11. Limitation of Liability

11.1 This clause 11 sets out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer:

• • 11.1.1 arising under or in connection with this Agreement or the provision of the Service;
• • 11.1.2 in respect of any use made by the Customer of the Service or any part of it; and
• • 11.1.3 in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.

11.2 Except as expressly and specifically provided in this Agreement:

• • 11.2.1 the Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer, and for conclusions drawn from such use. The Supplier shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Supplier by the Customer in connection with the Services, or any actions taken by the Supplier at the Customer's direction;
• • 11.2.2 all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and
• • 11.2.3 the Services and the Documentation are provided to the Customer on an "as is" basis.

11.3 Nothing in this Agreement excludes the liability of the Supplier:

• • 11.3.1 for death or personal injury caused by the Supplier's negligence; or
• • 11.3.2 for fraud or fraudulent misrepresentation.

11.4 Subject to clause 11.2 and clause 11.3:

• • 11.4.1 the Supplier shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement; and
• • 11.4.2 the Supplier's total aggregate liability in contract (including in respect of the indemnity at clause 10.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the total Fees paid for the Services during the 12 months immediately preceding the date on which the claim arose.

12. Term and Termination

12.1 This Agreement shall, unless otherwise terminated as provided in this clause 12, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this Agreement shall be automatically renewed for successive periods of 1 calender month (each a Renewal Period), unless:

• • 12.1.1 either party notifies the other party of termination, in writing or if the Customer terminates the Agreement by cancelling the subscription online via the Energy Dashboard Website before the end of the Initial Subscription Term or any Renewal Period, in which case this Agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
• • 12.1.2 otherwise terminated in accordance with the provisions of this Agreement;

and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.

12.2 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:

• • 12.2.1 the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than [7] days after being notified in writing to make such payment;
• • 12.2.2 the other party commits a material breach of any other term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of [14] days after being notified in writing to do so;
• • 12.2.3 the other party repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement;
• • 12.2.4 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986;
• • 12.2.5 the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
• • 12.2.6 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
• • 12.2.7 an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;
• • 12.2.8 the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;
• • 12.2.9 a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
• • 12.2.10 a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within [14] days;
• • 12.2.11 any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 12.2.4 to clause 12.2.10 (inclusive);
• • 12.2.12 the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
• • 12.2.13 any warranty given by the Supplier in clause 6.5 of this Agreement is found to be untrue or misleading.

12.3 On termination of this Agreement for any reason:

• • 12.3.1 all licences granted under this Agreement shall immediately terminate and the Customer shall immediately cease all use of the Services and/or the Documentation;
• • 12.3.2 the Customer shall make no further use of any relevant Services, and
• • 12.3.3 any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced.

13. Changes to the Services

13.1 The Customer recognises that the Supplier always seeks to innovate and find ways to improve the Services with new features and functions. The Customer agrees that the Supplier may therefore change the Services (i) without notice provided such changes do not materially adversely affect the nature or quality of the Products, or (ii) on written notice to the Customer where such changes will materially adversely affect the nature or quality of the Products, provided that the Customer shall have the right to terminate the Agreement on giving written notice to the Supplier not more than one (1) month following any such change taking effect.

13.2 If the Customer wishes to change the scope of the Services (including Customer requests for additional support or hosting services, or Custom Subscriptions), it shall submit details of the requested change to the Supplier in writing.

13.3 If the Customer wishes the Supplier to proceed with the change, the Supplier has no obligation to do so unless and until the parties have agreed in writing the necessary variations to its charges and any other relevant terms of this Agreement to take account of the change.

13.4 The Supplier and Customer may, by mutual consent in writing, replace or vary this Agreement with an Enterprise Licence or other contract to cover extended services or usage rights while facilitating continued use by the Customer of any API(s) covered by this Agreement.

14. Customer Data

14.1 Data Controller and Data Processor shall have the meanings as set out in Data Protection Law.

14.2 The Customer shall own all rights, title and interest in and to all of the Customer Data and shall have sole responsibility for the use, legality, reliability, integrity, accuracy and quality of the Customer Data.

14.3 In the event of any loss or damage to Customer Data stored by the Supplier on the Customer's behalf, the Customer's sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up).

14.4 If the Supplier processes any Personal Data on the Customer's behalf when performing its obligations under this Agreement, the parties record their intention that the Customer shall be the Data Controller and the Supplier shall be a Data Processor and in any such case:

• • 14.4.1 the Customer shall ensure that the Customer is entitled to transfer the relevant Customer Data to the Supplier so that the Supplier may lawfully process the Customer Data in accordance with this Agreement on the Customer's behalf;
• • 14.4.2 the Supplier shall process the Customer Data only in accordance with the terms of this Agreement and any lawful instructions reasonably given by the Customer from time to time;
• • 14.4.3 the Customer shall ensure that Personal Data (as defined under Data Protection Law) which is transferred to the Supplier shall be pseudonymised at all times;
• • 14.4.4 each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the Customer Data or its accidental loss, destruction or damage.

14.5 Registration data and certain other information about the Customer is subject to the Supplier's Privacy Policy (https://www.energydashboard.co.uk/privacy)

14.6 The Customer agrees that the Supplier may appoint sub-processors to process Personal Data on its behalf, provided that:

• • 14.6.1 the appointment is in compliance with the Data Protection Law; and
• • 14.6.2 such processors are bound by terms that are substantially the same as those set out in this clause.

14.7 Upon termination of this Agreement the Supplier shall only retain Personal Data for as long as required under Applicable Law.

15. Force Majeure

The Supplier shall have no liability to the Customer under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, pandemic or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.

16. Conflict

If there is an inconsistency between any of the provisions in the main body of this Agreement and any referenced Schedules, the provisions in the main body of this Agreement shall prevail.

17. Variation

No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives)

18. Waiver

No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

19. Rights and Remedies

Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

20. Severance

20.1 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.

20.2 If any provision or part-provision of this Agreement is deemed deleted under clause 20.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

21. Entire Agreement

21.1 This Agreement constitutes the entire Agreement between the parties and supersedes and extinguishes all previous Agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

21.2 Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.

21.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

21.4 Nothing in this clause shall limit or exclude any liability for fraud.

22. Assignment

22.1 The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.

22.2 The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.

23. Third Party Rights

This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

24. No Partnership or Agency

Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

25. Notices and Feedback

25.1 Any notice required to be given under this Agreement shall be in English, in writing, addressed (a) in the case of the Supplier to info@energydashboard.co.uk, and (b) in the case of the Customer to the email address detailed in the subscription sign up process.

25.2 All notices shall be deemed to have been given on receipt as verified by written or automated receipt or electronic log (as applicable).

25.3 The Customer may submit feedback or ideas about the Services, including how to improve the Services or any other service offered by the Supplier. The Customer acknowledges that no further consideration is payable as a result of such Feedback, and that the Supplier is free (but not obligated) to use the Feedback on a non-exclusive and non-confidential basis for any business purpose, during or after the Subscription.

26. Governing Law

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

27. Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).