Subscription and End User Terms
SUBSCRIPTION AND END USER TERMS
1. Introduction
1.1 These Subscription and End User terms (these “Terms”) govern your access to and use of:
1.1.1 Ecolibium’s web management portal and application programming interface, which supports the day-to-day management of its customers installed bases, functionality to view alerts, and access to reports (“SmartSense Platform”);
1.1.2 Ecolibrium’s web management portal, which tracks and analyses externally sourced energy usage data to provide key insights into digital energy consumption and carbon footprint (“SmartSense Discovery”);
1.2 By accepting these Terms, you acknowledge that these Terms will apply to you and you agree to its terms. You should therefore make sure you read these Terms carefully before using (as applicable) the SmartSense Platform and/orSmartSense Discovery. If you do not agree to these Terms, you should not use the SmartSense Platform and/or SmartSense Discovery.
1.3 Ecolibrium,Inc. Limited is a company registered in England and Wales with company number 13832541, whose registered office is at Unit 5 Drakes Courtyard, 291 Kilburn High Road, London, England, NW6 7JR and whose VAT number is404080443 (“Ecolibrium”).
1.4 In theseTerms, references to:
1.4.1 "we, our, us" and similar expressions are references to Ecolibrium; and
1.4.2 "you" and "your" means you: (i) the person subscribing to access and useSmartSense Discovery (“SSD Admin”); or (ii) the person accessing or using the SmartSense Platform and/or SmartSense Discovery.
1.5 If you are acting on behalf of your employer or another business when you access and use the SmartSense Platform and/or SmartSense Discovery, you warrant that:
1.5.1 you have full legal authority to bind your employer or that business; and
1.5.2 you agree to these Terms on behalf of your employer or the business you represent.
1.6 Please note that we only use your personal information in accordance with our privacy policy, which you can find here: https://www.ecolibrium.io/privacy-policy.
1.7 We recommend that you save/print a copy of these Terms for future reference.
2. Grant and Scope of Licence
2.1 All intellectual property rights in the SmartSense Platform, SmartSense Discovery and the software comprised within or used to provide or operate them are owned by us or our licensors. Those rights are protected by intellectual property laws and treaties around the world. All such rights are reserved.
2.2 We grant you a non-transferable, non-exclusive, revocable licence to use the SmartSensePlatform and/or SmartSense Discovery (as applicable), provided that you comply with these Terms and all the documents referred to in it. In addition:
2.2.1 where you are accessing the SmartSense Platform and/or SmartSense Discovery pursuant to a separate agreement between us and you or between us and another party who has our permission to grant you access the SmartSense Platform and/orSmartSense Discovery (a “Customer Agreement”), your licence to use the SmartSense Platform and/or SmartSense Discovery is subject to payment by you or that other party (as applicable) of all sums due under the CustomerAgreement; and
2.2.2 where you are accessing the SmartSense Platform and/or SmartSense Discovery without charge on a trial basis (“Free Trial”), your use of the SmartSensePlatform and/or SmartSense Discovery will be subject to any terms applicable to that Free Trial. You acknowledge and agree that: (i) we will determine, in our sole discretion, your eligibility for a Free Trial; and (ii) we may withdraw or modify a free trial at any time. We reserve all other rights. You are not granted any right to use, and may not use, any of our intellectual property rights other than as set out in theseTerms.
2.3 Your use of the SmartSense Platform and SmartSense Discovery is restricted to personal use or use for internal business operations only. In the case of the SmartSensePlatform, such use shall include the right to integrate the SmartSense Platform with your internal IT systems via the SmartSense Platform API.
3. Account
3.1 To access the SmartSense Platform and/or SmartSense Discovery, you will need to register an Account with us (“Account”). You must be aged 18 or over if you want to register for an Account.
3.2 We will ask you for certain information when you register an Account (such as your name and email address). You will also be required to create a password, which you must treat as confidential and not disclose to any third party.
3.3 You agree that:
3.3.1 all the information you provide to us in connection with your Account is complete and accurate and you have the right to provide it;
3.3.2 you are the person whose details you have provided; and
3.3.3 you will notify us immediately if there are any changes to the information you have provided to us.
3.4 You are responsible for maintaining the confidentiality of your Account and password and you must not share your Account details with anyone. You are responsible for any unauthorised use of your login details. You must inform us as soon as possible of any actual or suspected unauthorised use or of your Account, or any other breach of security, by contacting smartsense@ecolibrium.io.
3.5 We have the right to suspend or disable any Accounts and/or passwords, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these Terms.
4. Use of the SmartSense Platform and SmartSense Discovery
4.1 You agree:
4.1.1 to ensure that your network and systems comply with the relevant specifications provided by us from time to time for use of the SmartSense Platform and/or SmartSenseDiscovery;
4.1.2 that you are solely responsible for procuring, maintaining and securing your network connections and telecommunications links from your systems to our data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet;
4.1.3 not to use the SmartSense Platform and SmartSense Discovery in any unlawful manner, for any unlawful purpose or in any way which is inconsistent with theseTerms;
4.1.4 not to use the SmartSense Platform and SmartSense Discovery in a manner that is other wise illegal or causes damage or injury to any person or property;
4.1.5 not to transmit any material that is defamatory, offensive or otherwise objection able when using the SmartSense Platform and SmartSense Discovery;
4.1.6 not to use the SmartSense Platform and SmartSense Discovery to transmit any information that is false, fraudulent or misleading;
4.1.7 not to transmit any material that depicts sexually explicit images on the SmartSensePlatform and SmartSense Discovery;
4.1.8 not to transmit any material that is discriminatory based on race, gender, colour, religious belief, sexual orientation or disability on the SmartSense Platform and SmartSense Discovery;
4.1.9 not to infringe our rights or those of any third party, including intellectual property rights, when using the SmartSense Platform and SmartSenseDiscovery;
4.1.10 not to make alterations to, or modifications of, the whole or any part of theSmartSense Platform and SmartSense Discovery, or permit the SmartSense Platform and SmartSense Discovery or any part of them to be combined with, or become incorporated in, any other programs;
4.1.11 not to copy or otherwise reproduce or re-sell any part of the SmartSense Platform and SmartSense Discovery;
4.1.12 not to provide or otherwise make available the SmartSense Platform and SmartSense Discovery in whole or in part (including object and source code) in any form to any person without our prior written consent;
4.1.13 except as permitted by applicable law, not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the SmartSense Platform and SmartSense Discovery or attempt to do any such thing;
4.1.14 not to use the SmartSense Platform and SmartSense Discovery by automated means or otherwise for the purposes of scraping, framing, mirroring or republishing;
4.1.15 not to collect or harvest any information or data from the SmartSense Platform and SmartSense Discovery or our systems or attempt to decipher any transmission toor from the servers running the SmartSense Platform and SmartSense Discovery;
4.1.16 unless you and we otherwise agree, not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the SmartSense Platform, SmartSense Discovery and any login credentials relating to them; and
4.1.17 not to access all or any part of the SmartSense Platform and SmartSense Discovery in order to build a product or service which competes with the SmartSense Platform, SmartSense Discovery or our services.
4.2 We do not guarantee that the SmartSense Platform and SmartSense Discovery will be totally secure or free from bugs or viruses. It is your responsibility to configure any devices you use to access the SmartSense Platform and SmartSense Discovery and we recommend that you use your own virus protection software.
4.3 We may monitor your usage of the SmartSense Platform and/or SmartSense Discovery from time to time to assess that your usage is in line with agreed usage limits. Where such monitoring reveals that any agreed usage limits have been exceeded, we may charge you or the party who has our permission to grant you access to the SmartSense Platform and/or SmartSense Discovery excess usage fees in accordance with our Customer Agreement with you or them (as applicable).
5. Subscriptions This clause 5 applies to SSD Admins only.
5.1 You must be at least 18 years old to place an order to subscribe to SmartSense Discovery (“Order”) with us.
5.2 Your Order is an offer by you to enter into a subscription for SmartSense Discovery with us (“Subscription”). Your Order will become legally binding on you and us when we confirm your Order and shall be a new and separate Customer Agreement between you and us.
5.3 If you take a Subscription out with us, the number of users who you may permit to access SmartSense Discovery (each an “Authorised User”) is as set out during the Order process. You agree that you will not allow more than one individual to use an Authorised User login unless that login has been reassigned in its entirety to another individual, in which case the previousAuthorised User shall no longer have any right to access SmartSenseDiscovery.
5.4 Unless otherwise terminated or cancelled in accordance with these Terms, yourSubscription will last for a period of one year (the “Initial Term”).Your Subscription will automatically renew at the end of the Initial Term for one year(each such renewal a “Renewal Period”). By way of example:
5.4.1 if you have an annual Subscription and you Subscribe on 25 January, the Initial Term is 25 January in that year to 24 January of the following year (inclusive) and Renewal Periods shall run from 25 January of one year to 24 January of the following year (inclusive).
5.5 You may cancel your Subscription by contacting us using the contact information provided in clause 17 or contacting your relationship manager. Your Subscription will be cancelled from the end of the Initial Term or Renewal Period (as applicable) during which you cancelled your Subscription.
5.6 We may terminate your Subscription at any time with immediate effect without refunding or compensating you by giving written notice to you if:
5.6.1 you fail to pay any amount due under these Terms on the due date for payment;
5.6.2 you breach any material term of these Terms and fail to remedy such breach (if remediable)within seven days of notice by us to you, and we shall suspend access to yourSubscription until the earlier of: (i) such breach being remedied to our reasonable satisfaction; and (ii) termination of these Terms by us; or
5.6.3 we reasonably believe that your use of the Subscription is infringing or is likely to infringe any third party rights or you are in any other way committing fraudulent activity in your use of the Subscription.
6. Charges and Payment This clause 6 applies to SSD admins only.
6.1 The charges for your Subscription (“Charges”) are as set out during the Order process.
6.2 The Charges shall include the price for your Subscription and any applicable VAT.
6.3 You shall pay to us the Charges for the Initial Term and each subsequent Renewal Period upfront at the start of that Initial Term or Renewal Period (as applicable).
6.4 If the price or Charge we state to you for your Order is clearly incorrect then we are not obliged to provide you with a Subscription at that price or Charge even if we have accepted your Order. If we notify you of a pricing error, you may continue your Subscription at the correct price or cancel your Subscription.
6.5 If you have taken out a Free Trial and wish to continue access to SmartSense Discovery once that Free Trial is over, you will be required to pay an annual subscription fee.
6.6 You acknowledge and agree that, if at any time during your Subscription, you exceed the number of Authorised Users or other agreed usage limits, we shall charge you, and you shall pay our then current excess usage fees.
6.7 We reserve the right to make changes to the Charges from time to time and will give you advance notice in accordance with clause 8.
6.8 We accept payment by Visa, MasterCard, American Express, PayPal, Direct Debit mandate or BACS or other payment methods set out during the Order process (“Payment Methods”). You confirm that the card or bank account that is being used is yours, or that you have the authorisation of the account holder to use it.
6.9 You authorise us to take payments on an annual basis (as applicable) for the duration of your Subscription including any additional amounts arising under clause 6.6 and clause 6.7 (including VAT or other taxes, as applicable) that may be accrued by you in connection with your Subscription.
6.10 You agree to provide current, complete and accurate payment and account information for all payments made to us. You agree that you will promptly update account and payment information, including your email address and details of your Payment Method so that we can complete transactions and contact you as needed.
6.11 We may, without limiting our other rights or remedies, set off any amount owing to us by you against any amount payable by us to you.
7. Third Party Products
7.1 You acknowledge that the SmartSense Platform and/or SmartSense Discovery may enable or assist you to access the content of and correspond with products and services from third parties (“Third Party Products”) and that you do so solely at its own risk. We make no representation or commitment and shall have no liability or obligation whatsoever in relation to: (i) the content of, or correspondence with, any such Third Party Product; and (ii) any contract entered into by you with any such third party.
7.2 As part of our service to you, we may provide licenses to Third Party Products. You acknowledge and agree that: (i) the Third Party Products are provided by third party service providers; (ii) use of the Third Party Products is governed solely by, and you shall comply with, the terms set by the relevant third party service provider in respect of such Third Party Products; and (iii) we shall not be liable for any loss or damage that may arise from your use of the Third Party Products.
8. Changes
8.1 We reserve the right to change, update or replace these Terms by posting updates and changes to our website. You are responsible for checking our website for any changes. If you have an Account, we will provide you with at least ten (10) days’ advance notice of any changes. If you do not wish to continue using the SmartSense Platform and/or SmartSense Discovery following changes to these Terms, you can cancel your agreement to these Terms by cancelling your Account. Please note that if you cancel your Account, any obligations you owe to us under a Customer Agreement or the terms of a Free Trial will continue unless you and we otherwise agree.
8.2 By continuing to access or use the SmartSense Platform and/or SmartSense Discovery after any revisions to these Terms become effective, you agree to be bound by the revised Terms. If you do not agree to the revised Terms, you should stop using the SmartSense Platform and/or SmartSense Discovery.
9. Limitation of Liability
9.1 Nothing in these Terms will limit or exclude our liability for:
9.1.1 death or personal injury caused by negligence;
9.1.2 fraud or fraudulent misrepresentation; or
9.1.3 any other matter in respect of which it would be unlawful to limit or exclude liability.
9.2 The SmartSense Platform and SmartSense Discovery may contain links to third party websites or services that are not owned or controlled by us. We have no control over, and assume no responsibility for, the content of any third party websites or services. We will not be liable for any loss or damage that may arise from your use of them.
9.3 Subject to clause 9.1:
9.3.1 we will not be liable to you for any loss or damage, whether in contract, or (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with: (i) your use of, or inability to use the SmartSense Platform and/or SmartSense Discovery; (ii) theSmartSense Platform and/or SmartSense Discovery being incompatible with your software and/or hardware; or (iii) your use of or reliance on any content displayed on the SmartSense Platform and/or SmartSense Discovery;
9.3.2 in no event shall we be liable to you for any loss of profits or revenue, loss of business, depletion of goodwill, loss or corruption or data or information or any special, indirect or consequential loss, whether in contract, or (including negligence), breach of statutory duty or otherwise; and
9.3.3 our total liability to you for any loss or damage arising out of or in connection with these Terms, whether in contract, or (including negligence), breach of statutory duty or otherwise shall be limited to the greater of: (i) a sum equivalent to the total fees payable by you to us under a Customer Agreement; and (ii) £100.
9.4 You shall indemnify us and hold us harmless against any losses, costs, liabilities and expenses suffered or incurred by us and/or our affiliates as a result of:
9.4.1 any use by you of our intellectual property rights other than in accordance with theseTerms; and/or
9.4.2 any other breach by you of these Terms.
10. Suspension and Termination
10.1 From time to time we may need to temporarily suspend the SmartSense Platform and/orSmartSense Discovery, for example in order to carry out system maintenance, to implement security measures and address systems issues.
10.2 Circumstances outside of our control may also cause interruption to or failure of the SmartSense Platform and/or SmartSense Discovery. These include, but are not limited to, internet and connectivity interruptions, power outages, and issues with third party systems which interact with the SmartSense Platform and/or SmartSense Discovery.
10.3 If you breach these Terms, we may immediately do any of the following:
10.3.1 provide you with a warning;
10.3.2 suspend or terminate your Account;
10.3.3 withdraw your right to use the SmartSense Platform and/or SmartSense Discovery, on a temporary or permanent basis;
10.3.4 issue legal proceedings against you for reimbursement of all costs resulting from your breach (including, but not limited to, reasonable legal and administrative costs);
10.3.5 take further legal action against you; and/or
10.3.6 disclose such information to law enforcement authorities as we feel is reasonably necessary.
10.4 If we withdraw your right to use the SmartSense Platform and/or SmartSense Discovery:
10.4.1 all rights granted to you in respect of the SmartSense Platform and/or SmartSense Discovery under these Terms will terminate; and
10.4.2 you must immediately stop all activities in respect of the SmartSense Platform, and/orSmartSense Discovery authorised by these Terms.
10.5 You cancel your agreement to these Terms at any time by contacting us using the contact information provided in clause 17 or contacting your relationship manager. Please note that if you are an SSD Admin with a Subscription and you cancel your Account before the end of theInitial Period or a Renewal Period, your Subscription will also be cancelled and you and any Authorised Users will no longer have access to SmartSense Discovery.
10.6 Termination of these Terms will not affect any right, remedies or obligations that you or we have accrued up to the date of termination.
11. Confidentiality
11.1 You and we may be the recipient and/or discloser of Confidential Information under these Terms. The recipient of the Confidential Information shall apply a level of security to the discloser’s Confidential Information no less stringent than it applies to its own Confidential Information and agrees to use the Confidential Information only to exercise rights and fulfil obligations under these Terms.
11.2 “Confidential Information” means information that is declared confidential under these Terms and any information that one party or any entity that directly or indirectly controls, is controlled by or is under common control with such party (each, an “Affiliate”) discloses to the other party under these terms, to the extent the information is marked as confidential or would normally be considered confidential information under the circumstances.
12. Events Beyond our Control
12.1 Circumstances outside of our control may cause interruption to or failure of the SmartSense Platform and/or SmartSense Discovery. These include, but are not limited to, internet and connectivity interruptions, power outages, and issues with third party systems which interact with the SmartSense Platform and/or SmartSense Discovery.
12.2 If our ability to perform our obligations is delayed by an event outside our control then we will contact you to let you know and take steps to minimise the delay.However, we shall have no liability to you for any breach of these Terms caused by any event or circumstance beyond our reasonable control including (without limitation) strikes, lock-outs or other industrial disputes; breakdown of systems or network access; or flood, fire, explosion or accident.
13. Compliance
13.1 You shall comply with all laws and regulations relating to our activities under these Terms, as they may change from time to time, and with any conditions binding on you in any applicable licences, registrations, permits and approvals.
13.2 You agree and undertake to ensure that you do not engage in any activity, practice or conduct that would facilitate the commission of an offence under the Bribery Act 2010.
13.3 You agree to comply with all applicable technology control or export laws and regulations that apply to the technology used or supported by the SmartSense Platform andSmartSense Discovery.
14. Energy Data and Data Protection
14.1 You agree that we are entitled to connect to your Smart Meter and use the data from your Smart Meter to provide our services.
14.2 We rely on information and data which is provided by third parties to understand your energy usage and expenditure. We are not liable for any inaccuracies in such energy usage or expenditure data.
14.3 n3rgy data service ( https://data.n3rgy.com ) is used by us to interface with the national smart meter systems in order to collect, store, manage and share with us your Smart Meter data. This service uses the Smart Energy Code (https://smartenergycodecompany.co.uk/). Party credentials and Party ID of its parent, N3RGY LIMITED, incorporated and registered in England and Wales with the company number 11203504 whose registered office is at 4 Ovington Drive, Fleet, United Kingdom, GU511DF.
14.4 We take data privacy very seriously and we only use your personal information in accordance with our privacy policy, which you can find here:https://www.ecolibrium.io/privacy-policy.
14.5 We collect data such as Smart Meter data, the relevant addresses, names, job titles, usernames, email addresses, mobile numbers and cookie data. We collect this data for the purposes of providing our services.
14.6 Should you wish to withdraw your consent at any stage, please get in contact with your relationship manager or email discovery@ecolibrium.io. We shall aim to respond to your request within 5 working days.
14.7 Upon withdrawal of consent and termination of this agreement, we shall remove your personal data from our systems. We may retain personal data for marketing purposes for a period of three years, however we will give you the option to opt out at the point of withdrawal. For any Smart Meter data, we shall anonymise this and retain for a period of five years post termination of the agreement.
14.8 Our DataPrivacy Officer is Emma Headhouse and for any data protection queries or requests, you may email legal@ecolibrium.io.
14.9 We shall be transferring your personal data from the UK/EEA externally to our affiliate, Ecolibrium Private Limited, based in India, where the data will be hosted and processed.
15. Other Important Information
15.1 We welcome any feedback you may have on the SmartSense Platform and SmartSense Discovery. However, please note that any feedback, ideas or suggestions you send us through the SmartSense Platform and SmartSense Discovery (other than communications in respect of your Order or Subscription) will be treated as non-confidential and non-proprietary. You agree that we are free to publish, display, post, distribute and otherwise use any ideas, suggestions, concepts, designs, know-how and other information contained in any feedback you provide to us for any purpose including, but not limited to, developing, manufacturing, advertising and marketing us and our products.
15.2 Each of the clauses of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining clauses will remain in full force and effect.
15.3 Even if we delay in enforcing these Terms against you, we can still enforce it later. If we do not immediately insist that you do anything you are required to do under these Terms, or if we delay in taking steps against you for breaching its terms, that will not mean that you do not have to do those things and will not prevent us taking steps against you at a later date.
16. Governing Law and Jurisdiction
16.1 These Terms are governed by English law. This means that your access to and use of the SmartSense Platform and/or SmartSense Discovery any dispute in relation to those things will be governed by English law.
16.2 You and we irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims)arising out of or in connection with these Terms, their subject matter or formation.
17. Contact
17.1 If you need to contact us for any reason, please:
email: discovery@ecolibrium.io; or
write to us at: Ecolibrium Inc. Ltd, Atlas House, 1 KingStreet, London, EC2V 8AU.
Terms last updated:27/04/2023.
1. Introduction
1.1 These Subscription and End User terms (these “Terms”) govern your access to and use of:
1.1.1 Ecolibium’s web management portal and application programming interface, which supports the day-to-day management of its customers installed bases, functionality to view alerts, and access to reports (“SmartSense Platform”);
1.1.2 Ecolibrium’s web management portal, which tracks and analyses externally sourced energy usage data to provide key insights into digital energy consumption and carbon footprint (“SmartSense Discovery”);
1.2 By accepting these Terms, you acknowledge that these Terms will apply to you and you agree to its terms. You should therefore make sure you read these Terms carefully before using (as applicable) the SmartSense Platform and/orSmartSense Discovery. If you do not agree to these Terms, you should not use the SmartSense Platform and/or SmartSense Discovery.
1.3 Ecolibrium,Inc. Limited is a company registered in England and Wales with company number 13832541, whose registered office is at Unit 5 Drakes Courtyard, 291 Kilburn High Road, London, England, NW6 7JR and whose VAT number is404080443 (“Ecolibrium”).
1.4 In theseTerms, references to:
1.4.1 "we, our, us" and similar expressions are references to Ecolibrium; and
1.4.2 "you" and "your" means you: (i) the person subscribing to access and useSmartSense Discovery (“SSD Admin”); or (ii) the person accessing or using the SmartSense Platform and/or SmartSense Discovery.
1.5 If you are acting on behalf of your employer or another business when you access and use the SmartSense Platform and/or SmartSense Discovery, you warrant that:
1.5.1 you have full legal authority to bind your employer or that business; and
1.5.2 you agree to these Terms on behalf of your employer or the business you represent.
1.6 Please note that we only use your personal information in accordance with our privacy policy, which you can find here: https://www.ecolibrium.io/privacy-policy.
1.7 We recommend that you save/print a copy of these Terms for future reference.
2. Grant and Scope of Licence
2.1 All intellectual property rights in the SmartSense Platform, SmartSense Discovery and the software comprised within or used to provide or operate them are owned by us or our licensors. Those rights are protected by intellectual property laws and treaties around the world. All such rights are reserved.
2.2 We grant you a non-transferable, non-exclusive, revocable licence to use the SmartSensePlatform and/or SmartSense Discovery (as applicable), provided that you comply with these Terms and all the documents referred to in it. In addition:
2.2.1 where you are accessing the SmartSense Platform and/or SmartSense Discovery pursuant to a separate agreement between us and you or between us and another party who has our permission to grant you access the SmartSense Platform and/orSmartSense Discovery (a “Customer Agreement”), your licence to use the SmartSense Platform and/or SmartSense Discovery is subject to payment by you or that other party (as applicable) of all sums due under the CustomerAgreement; and
2.2.2 where you are accessing the SmartSense Platform and/or SmartSense Discovery without charge on a trial basis (“Free Trial”), your use of the SmartSensePlatform and/or SmartSense Discovery will be subject to any terms applicable to that Free Trial. You acknowledge and agree that: (i) we will determine, in our sole discretion, your eligibility for a Free Trial; and (ii) we may withdraw or modify a free trial at any time. We reserve all other rights. You are not granted any right to use, and may not use, any of our intellectual property rights other than as set out in theseTerms.
2.3 Your use of the SmartSense Platform and SmartSense Discovery is restricted to personal use or use for internal business operations only. In the case of the SmartSensePlatform, such use shall include the right to integrate the SmartSense Platform with your internal IT systems via the SmartSense Platform API.
3. Account
3.1 To access the SmartSense Platform and/or SmartSense Discovery, you will need to register an Account with us (“Account”). You must be aged 18 or over if you want to register for an Account.
3.2 We will ask you for certain information when you register an Account (such as your name and email address). You will also be required to create a password, which you must treat as confidential and not disclose to any third party.
3.3 You agree that:
3.3.1 all the information you provide to us in connection with your Account is complete and accurate and you have the right to provide it;
3.3.2 you are the person whose details you have provided; and
3.3.3 you will notify us immediately if there are any changes to the information you have provided to us.
3.4 You are responsible for maintaining the confidentiality of your Account and password and you must not share your Account details with anyone. You are responsible for any unauthorised use of your login details. You must inform us as soon as possible of any actual or suspected unauthorised use or of your Account, or any other breach of security, by contacting smartsense@ecolibrium.io.
3.5 We have the right to suspend or disable any Accounts and/or passwords, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these Terms.
4. Use of the SmartSense Platform and SmartSense Discovery
4.1 You agree:
4.1.1 to ensure that your network and systems comply with the relevant specifications provided by us from time to time for use of the SmartSense Platform and/or SmartSenseDiscovery;
4.1.2 that you are solely responsible for procuring, maintaining and securing your network connections and telecommunications links from your systems to our data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet;
4.1.3 not to use the SmartSense Platform and SmartSense Discovery in any unlawful manner, for any unlawful purpose or in any way which is inconsistent with theseTerms;
4.1.4 not to use the SmartSense Platform and SmartSense Discovery in a manner that is other wise illegal or causes damage or injury to any person or property;
4.1.5 not to transmit any material that is defamatory, offensive or otherwise objection able when using the SmartSense Platform and SmartSense Discovery;
4.1.6 not to use the SmartSense Platform and SmartSense Discovery to transmit any information that is false, fraudulent or misleading;
4.1.7 not to transmit any material that depicts sexually explicit images on the SmartSensePlatform and SmartSense Discovery;
4.1.8 not to transmit any material that is discriminatory based on race, gender, colour, religious belief, sexual orientation or disability on the SmartSense Platform and SmartSense Discovery;
4.1.9 not to infringe our rights or those of any third party, including intellectual property rights, when using the SmartSense Platform and SmartSenseDiscovery;
4.1.10 not to make alterations to, or modifications of, the whole or any part of theSmartSense Platform and SmartSense Discovery, or permit the SmartSense Platform and SmartSense Discovery or any part of them to be combined with, or become incorporated in, any other programs;
4.1.11 not to copy or otherwise reproduce or re-sell any part of the SmartSense Platform and SmartSense Discovery;
4.1.12 not to provide or otherwise make available the SmartSense Platform and SmartSense Discovery in whole or in part (including object and source code) in any form to any person without our prior written consent;
4.1.13 except as permitted by applicable law, not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the SmartSense Platform and SmartSense Discovery or attempt to do any such thing;
4.1.14 not to use the SmartSense Platform and SmartSense Discovery by automated means or otherwise for the purposes of scraping, framing, mirroring or republishing;
4.1.15 not to collect or harvest any information or data from the SmartSense Platform and SmartSense Discovery or our systems or attempt to decipher any transmission toor from the servers running the SmartSense Platform and SmartSense Discovery;
4.1.16 unless you and we otherwise agree, not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the SmartSense Platform, SmartSense Discovery and any login credentials relating to them; and
4.1.17 not to access all or any part of the SmartSense Platform and SmartSense Discovery in order to build a product or service which competes with the SmartSense Platform, SmartSense Discovery or our services.
4.2 We do not guarantee that the SmartSense Platform and SmartSense Discovery will be totally secure or free from bugs or viruses. It is your responsibility to configure any devices you use to access the SmartSense Platform and SmartSense Discovery and we recommend that you use your own virus protection software.
4.3 We may monitor your usage of the SmartSense Platform and/or SmartSense Discovery from time to time to assess that your usage is in line with agreed usage limits. Where such monitoring reveals that any agreed usage limits have been exceeded, we may charge you or the party who has our permission to grant you access to the SmartSense Platform and/or SmartSense Discovery excess usage fees in accordance with our Customer Agreement with you or them (as applicable).
5. Subscriptions This clause 5 applies to SSD Admins only.
5.1 You must be at least 18 years old to place an order to subscribe to SmartSense Discovery (“Order”) with us.
5.2 Your Order is an offer by you to enter into a subscription for SmartSense Discovery with us (“Subscription”). Your Order will become legally binding on you and us when we confirm your Order and shall be a new and separate Customer Agreement between you and us.
5.3 If you take a Subscription out with us, the number of users who you may permit to access SmartSense Discovery (each an “Authorised User”) is as set out during the Order process. You agree that you will not allow more than one individual to use an Authorised User login unless that login has been reassigned in its entirety to another individual, in which case the previousAuthorised User shall no longer have any right to access SmartSenseDiscovery.
5.4 Unless otherwise terminated or cancelled in accordance with these Terms, yourSubscription will last for a period of one year (the “Initial Term”).Your Subscription will automatically renew at the end of the Initial Term for one year(each such renewal a “Renewal Period”). By way of example:
5.4.1 if you have an annual Subscription and you Subscribe on 25 January, the Initial Term is 25 January in that year to 24 January of the following year (inclusive) and Renewal Periods shall run from 25 January of one year to 24 January of the following year (inclusive).
5.5 You may cancel your Subscription by contacting us using the contact information provided in clause 17 or contacting your relationship manager. Your Subscription will be cancelled from the end of the Initial Term or Renewal Period (as applicable) during which you cancelled your Subscription.
5.6 We may terminate your Subscription at any time with immediate effect without refunding or compensating you by giving written notice to you if:
5.6.1 you fail to pay any amount due under these Terms on the due date for payment;
5.6.2 you breach any material term of these Terms and fail to remedy such breach (if remediable)within seven days of notice by us to you, and we shall suspend access to yourSubscription until the earlier of: (i) such breach being remedied to our reasonable satisfaction; and (ii) termination of these Terms by us; or
5.6.3 we reasonably believe that your use of the Subscription is infringing or is likely to infringe any third party rights or you are in any other way committing fraudulent activity in your use of the Subscription.
6. Charges and Payment This clause 6 applies to SSD admins only.
6.1 The charges for your Subscription (“Charges”) are as set out during the Order process.
6.2 The Charges shall include the price for your Subscription and any applicable VAT.
6.3 You shall pay to us the Charges for the Initial Term and each subsequent Renewal Period upfront at the start of that Initial Term or Renewal Period (as applicable).
6.4 If the price or Charge we state to you for your Order is clearly incorrect then we are not obliged to provide you with a Subscription at that price or Charge even if we have accepted your Order. If we notify you of a pricing error, you may continue your Subscription at the correct price or cancel your Subscription.
6.5 If you have taken out a Free Trial and wish to continue access to SmartSense Discovery once that Free Trial is over, you will be required to pay an annual subscription fee.
6.6 You acknowledge and agree that, if at any time during your Subscription, you exceed the number of Authorised Users or other agreed usage limits, we shall charge you, and you shall pay our then current excess usage fees.
6.7 We reserve the right to make changes to the Charges from time to time and will give you advance notice in accordance with clause 8.
6.8 We accept payment by Visa, MasterCard, American Express, PayPal, Direct Debit mandate or BACS or other payment methods set out during the Order process (“Payment Methods”). You confirm that the card or bank account that is being used is yours, or that you have the authorisation of the account holder to use it.
6.9 You authorise us to take payments on an annual basis (as applicable) for the duration of your Subscription including any additional amounts arising under clause 6.6 and clause 6.7 (including VAT or other taxes, as applicable) that may be accrued by you in connection with your Subscription.
6.10 You agree to provide current, complete and accurate payment and account information for all payments made to us. You agree that you will promptly update account and payment information, including your email address and details of your Payment Method so that we can complete transactions and contact you as needed.
6.11 We may, without limiting our other rights or remedies, set off any amount owing to us by you against any amount payable by us to you.
7. Third Party Products
7.1 You acknowledge that the SmartSense Platform and/or SmartSense Discovery may enable or assist you to access the content of and correspond with products and services from third parties (“Third Party Products”) and that you do so solely at its own risk. We make no representation or commitment and shall have no liability or obligation whatsoever in relation to: (i) the content of, or correspondence with, any such Third Party Product; and (ii) any contract entered into by you with any such third party.
7.2 As part of our service to you, we may provide licenses to Third Party Products. You acknowledge and agree that: (i) the Third Party Products are provided by third party service providers; (ii) use of the Third Party Products is governed solely by, and you shall comply with, the terms set by the relevant third party service provider in respect of such Third Party Products; and (iii) we shall not be liable for any loss or damage that may arise from your use of the Third Party Products.
8. Changes
8.1 We reserve the right to change, update or replace these Terms by posting updates and changes to our website. You are responsible for checking our website for any changes. If you have an Account, we will provide you with at least ten (10) days’ advance notice of any changes. If you do not wish to continue using the SmartSense Platform and/or SmartSense Discovery following changes to these Terms, you can cancel your agreement to these Terms by cancelling your Account. Please note that if you cancel your Account, any obligations you owe to us under a Customer Agreement or the terms of a Free Trial will continue unless you and we otherwise agree.
8.2 By continuing to access or use the SmartSense Platform and/or SmartSense Discovery after any revisions to these Terms become effective, you agree to be bound by the revised Terms. If you do not agree to the revised Terms, you should stop using the SmartSense Platform and/or SmartSense Discovery.
9. Limitation of Liability
9.1 Nothing in these Terms will limit or exclude our liability for:
9.1.1 death or personal injury caused by negligence;
9.1.2 fraud or fraudulent misrepresentation; or
9.1.3 any other matter in respect of which it would be unlawful to limit or exclude liability.
9.2 The SmartSense Platform and SmartSense Discovery may contain links to third party websites or services that are not owned or controlled by us. We have no control over, and assume no responsibility for, the content of any third party websites or services. We will not be liable for any loss or damage that may arise from your use of them.
9.3 Subject to clause 9.1:
9.3.1 we will not be liable to you for any loss or damage, whether in contract, or (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with: (i) your use of, or inability to use the SmartSense Platform and/or SmartSense Discovery; (ii) theSmartSense Platform and/or SmartSense Discovery being incompatible with your software and/or hardware; or (iii) your use of or reliance on any content displayed on the SmartSense Platform and/or SmartSense Discovery;
9.3.2 in no event shall we be liable to you for any loss of profits or revenue, loss of business, depletion of goodwill, loss or corruption or data or information or any special, indirect or consequential loss, whether in contract, or (including negligence), breach of statutory duty or otherwise; and
9.3.3 our total liability to you for any loss or damage arising out of or in connection with these Terms, whether in contract, or (including negligence), breach of statutory duty or otherwise shall be limited to the greater of: (i) a sum equivalent to the total fees payable by you to us under a Customer Agreement; and (ii) £100.
9.4 You shall indemnify us and hold us harmless against any losses, costs, liabilities and expenses suffered or incurred by us and/or our affiliates as a result of:
9.4.1 any use by you of our intellectual property rights other than in accordance with theseTerms; and/or
9.4.2 any other breach by you of these Terms.
10. Suspension and Termination
10.1 From time to time we may need to temporarily suspend the SmartSense Platform and/orSmartSense Discovery, for example in order to carry out system maintenance, to implement security measures and address systems issues.
10.2 Circumstances outside of our control may also cause interruption to or failure of the SmartSense Platform and/or SmartSense Discovery. These include, but are not limited to, internet and connectivity interruptions, power outages, and issues with third party systems which interact with the SmartSense Platform and/or SmartSense Discovery.
10.3 If you breach these Terms, we may immediately do any of the following:
10.3.1 provide you with a warning;
10.3.2 suspend or terminate your Account;
10.3.3 withdraw your right to use the SmartSense Platform and/or SmartSense Discovery, on a temporary or permanent basis;
10.3.4 issue legal proceedings against you for reimbursement of all costs resulting from your breach (including, but not limited to, reasonable legal and administrative costs);
10.3.5 take further legal action against you; and/or
10.3.6 disclose such information to law enforcement authorities as we feel is reasonably necessary.
10.4 If we withdraw your right to use the SmartSense Platform and/or SmartSense Discovery:
10.4.1 all rights granted to you in respect of the SmartSense Platform and/or SmartSense Discovery under these Terms will terminate; and
10.4.2 you must immediately stop all activities in respect of the SmartSense Platform, and/orSmartSense Discovery authorised by these Terms.
10.5 You cancel your agreement to these Terms at any time by contacting us using the contact information provided in clause 17 or contacting your relationship manager. Please note that if you are an SSD Admin with a Subscription and you cancel your Account before the end of theInitial Period or a Renewal Period, your Subscription will also be cancelled and you and any Authorised Users will no longer have access to SmartSense Discovery.
10.6 Termination of these Terms will not affect any right, remedies or obligations that you or we have accrued up to the date of termination.
11. Confidentiality
11.1 You and we may be the recipient and/or discloser of Confidential Information under these Terms. The recipient of the Confidential Information shall apply a level of security to the discloser’s Confidential Information no less stringent than it applies to its own Confidential Information and agrees to use the Confidential Information only to exercise rights and fulfil obligations under these Terms.
11.2 “Confidential Information” means information that is declared confidential under these Terms and any information that one party or any entity that directly or indirectly controls, is controlled by or is under common control with such party (each, an “Affiliate”) discloses to the other party under these terms, to the extent the information is marked as confidential or would normally be considered confidential information under the circumstances.
12. Events Beyond our Control
12.1 Circumstances outside of our control may cause interruption to or failure of the SmartSense Platform and/or SmartSense Discovery. These include, but are not limited to, internet and connectivity interruptions, power outages, and issues with third party systems which interact with the SmartSense Platform and/or SmartSense Discovery.
12.2 If our ability to perform our obligations is delayed by an event outside our control then we will contact you to let you know and take steps to minimise the delay.However, we shall have no liability to you for any breach of these Terms caused by any event or circumstance beyond our reasonable control including (without limitation) strikes, lock-outs or other industrial disputes; breakdown of systems or network access; or flood, fire, explosion or accident.
13. Compliance
13.1 You shall comply with all laws and regulations relating to our activities under these Terms, as they may change from time to time, and with any conditions binding on you in any applicable licences, registrations, permits and approvals.
13.2 You agree and undertake to ensure that you do not engage in any activity, practice or conduct that would facilitate the commission of an offence under the Bribery Act 2010.
13.3 You agree to comply with all applicable technology control or export laws and regulations that apply to the technology used or supported by the SmartSense Platform andSmartSense Discovery.
14. Energy Data and Data Protection
14.1 You agree that we are entitled to connect to your Smart Meter and use the data from your Smart Meter to provide our services.
14.2 We rely on information and data which is provided by third parties to understand your energy usage and expenditure. We are not liable for any inaccuracies in such energy usage or expenditure data.
14.3 n3rgy data service ( https://data.n3rgy.com ) is used by us to interface with the national smart meter systems in order to collect, store, manage and share with us your Smart Meter data. This service uses the Smart Energy Code (https://smartenergycodecompany.co.uk/). Party credentials and Party ID of its parent, N3RGY LIMITED, incorporated and registered in England and Wales with the company number 11203504 whose registered office is at 4 Ovington Drive, Fleet, United Kingdom, GU511DF.
14.4 We take data privacy very seriously and we only use your personal information in accordance with our privacy policy, which you can find here:https://www.ecolibrium.io/privacy-policy.
14.5 We collect data such as Smart Meter data, the relevant addresses, names, job titles, usernames, email addresses, mobile numbers and cookie data. We collect this data for the purposes of providing our services.
14.6 Should you wish to withdraw your consent at any stage, please get in contact with your relationship manager or email discovery@ecolibrium.io. We shall aim to respond to your request within 5 working days.
14.7 Upon withdrawal of consent and termination of this agreement, we shall remove your personal data from our systems. We may retain personal data for marketing purposes for a period of three years, however we will give you the option to opt out at the point of withdrawal. For any Smart Meter data, we shall anonymise this and retain for a period of five years post termination of the agreement.
14.8 Our DataPrivacy Officer is Emma Headhouse and for any data protection queries or requests, you may email legal@ecolibrium.io.
14.9 We shall be transferring your personal data from the UK/EEA externally to our affiliate, Ecolibrium Private Limited, based in India, where the data will be hosted and processed.
15. Other Important Information
15.1 We welcome any feedback you may have on the SmartSense Platform and SmartSense Discovery. However, please note that any feedback, ideas or suggestions you send us through the SmartSense Platform and SmartSense Discovery (other than communications in respect of your Order or Subscription) will be treated as non-confidential and non-proprietary. You agree that we are free to publish, display, post, distribute and otherwise use any ideas, suggestions, concepts, designs, know-how and other information contained in any feedback you provide to us for any purpose including, but not limited to, developing, manufacturing, advertising and marketing us and our products.
15.2 Each of the clauses of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining clauses will remain in full force and effect.
15.3 Even if we delay in enforcing these Terms against you, we can still enforce it later. If we do not immediately insist that you do anything you are required to do under these Terms, or if we delay in taking steps against you for breaching its terms, that will not mean that you do not have to do those things and will not prevent us taking steps against you at a later date.
16. Governing Law and Jurisdiction
16.1 These Terms are governed by English law. This means that your access to and use of the SmartSense Platform and/or SmartSense Discovery any dispute in relation to those things will be governed by English law.
16.2 You and we irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims)arising out of or in connection with these Terms, their subject matter or formation.
17. Contact
17.1 If you need to contact us for any reason, please:
email: discovery@ecolibrium.io; or
write to us at: Ecolibrium Inc. Ltd, Atlas House, 1 KingStreet, London, EC2V 8AU.
Terms last updated:27/04/2023.
