Definitions
- The Customer: The Company as set out within the Subscription Agreement who are authorised to and agree to the Terms, Service Level Agreement and signed Subscription Agreement.
- End User, You: An employee or agreed third party of The Customer, who has been confirmed by The Customer to access The Platform.
- Us, We, CDE: Catalyst Digital Energy (The trading style of Catalyst Commercial Services Limited, Who’s registered address is Kathleen House, 10 James Road, Birmingham, B11 2BA and are registered at Companies House in England & Wales under company number 04328592
- Platform Services: Specific tasks performed within The Platform which are subject to the Service Level Performance Metrics
- SLA – Service Level Agreement: Linked to the Terms and Subscription Agreement
- Your Information: Your Company data used within The Platform such as but not limited to – Supplier invoices, energy meter data and supplier payment files.
- The Platform: The EaaSi web portal and all software and services contained within it.
- Online User Terms of Use: This document which contains the terms and conditions for the access to The Platform from an End User authorised by The Customer
Duration
Access to The Platform will commence when the End User logs in for the first time to use The Platform Services; the End User must agree to accept these Online User Terms of Use at that time. Access to The Platform will continue unless terminated in accordance with the provisions set out herein;
Description of Services
The Platform provides functionality to support facility data management, procurement, finance functions including payments and accruals, and reporting.
Using The Platform
You must not misuse The Platform. Without limiting the foregoing, You agree not to:
- copy any content from The Platform except as permitted by these Terms;
- within reason provide any information that is untrue or inaccurate;
- use The Platform in any misleading, unlawful or fraudulent manner;
- use data that is not intended for You;
- interfere with any other End User’s access to The Platform;
- use any automated tool to access, copy or extract information;
- reverse engineer, disassemble or otherwise attempt to identify any source code associated with The Platform;
- interfere with The Platform or try to access it using a method other than our interface and the instructions that we provide.
You may use The Platform only as permitted by British law.
You agree that we may send You service announcements, administrative messages and other information. You may opt out of receiving some of those communications.
Provision of Service
CDE reserves the right to suspend access to The Platform and/or change End User-IDs if at any time CDE considers that there is or is likely to be a breach of security
CDE will take all reasonable steps (including testing with the latest commercially available virus detection software) to ensure that any software used by CDE in connection with The Platform is not infected with viruses.
The End User may cancel its access to The Platform by contacting The Customers administrator who would then contact Us. Once the Customer’s request has been received, CDE will delete the End User profile and access to The Platform will no longer be active. After the End Users profile has been deleted it will not be possible to log in to The Platform.
The Customers and End Users Responsibilities
The Customer must indemnify CDE against any claims or legal proceedings anybody makes or threatens to make against CDE because of the Customer’s use of The Platform, or as a result of any third party’s use of The Platform.
The Company is responsible for maintaining valid email addresses and for notifying CDE of any changes to the End User contact details.
The Customer must immediately inform CDE if there is any reason to believe that an End User-ID and password have or are likely to become known to someone not authorised to use them or are being or are likely to be used in an unauthorised way.
The Customer must not change or attempt to change a User-ID. If a Customer forgets or loses a User-ID the Customer must contact CDE and satisfy such security checks as CDE may operate.
Use of The Platform requires the End User to have access to the Internet and a web browser with the minimum requirements necessary for the End User to access The Platform. The Internet is separate from The Platform and use of the Internet is solely at the End User’s own risk. CDE is not liable to the End User or The Customer in contract, tort (including negligence) or otherwise for the acts or omissions of other providers of telecommunications services or Internet services.
The End User is responsible for providing suitable computer hardware, software and telecommunications equipment and services necessary to access and use The Platform. The Online User Terms of Use does not include the provision of telecommunications services necessary to connect to The Platform.
The Customer is responsible for ensuring that only End Users authorised by CDE and The Customer access The Platform. User ID and passwords are not to be shared with any other party.
The Customer must immediately notify CDE of any changes to the information that the Customer supplied when registering for The Platform.
Where CDE has allowed the Customer to set up End User accounts then the Customer must terminate access immediately for anyone who is no longer authorised to use The Platform.
CDE may cancel or suspend your use of The Platform if CDE reasonably believes that The Customer or End User has breached any of its obligations under Using The Platform. So far as may be permitted by relevant law or regulation, it is agreed that CDE will have no liability to The Customer and The Customer will make no claim in respect of any use of The Platform which is contrary to the Online User Terms of Use including any use by anyone who is no longer authorised to use The Platform.
The Customer must take all reasonable steps to ensure that any software used with The Platform or in connection with The Platform is not infected by viruses.
Your responsibilities for login details
In order to use The Platform, You will need to register as an End User. We reserve the right to refuse registration or to refuse to renew your registration if consistent late or non-payment occurs. You may create your own End User account, or your End User account may be assigned to You by an administrator of The Customer. The Customer’s account administrator may ask You to comply with additional internal terms of use and may be able to access or disable your End User account.
You may be entitled to create a personal account by generating a username and password. If You do so You agree that your login details must only be used by You and that You will keep those details secure and confidential. You must notify us of any unauthorised use of your login details. You will be responsible for any activity that takes place under your login and any breaches of these Terms occurring under your login will be treated as a breach by You.
Your Information and your permissions
When You use The Platform, You may provide us with information such as your energy invoices, meter data, Your company details and email address (“Your Information”). These Terms don’t give us any rights to Your Information except for the limited rights that enable us to offer You access to The Platform. Where Your Information is “personal information” protected by privacy legislation, we will deal with it in accordance with our Privacy Policy.
You give us permission to access Your Information from Suppliers, to back it up, and to share it when You ask us to (such as in a tender, reverse auction situation or to other CDE software services).
You agree that we may access, store, scan and use Your Information to provide You with features such as alerts, searching, and reports.
You agree that You are responsible for maintaining the accuracy of Your Information and that if any of Your Information is incorrect, inaccurate or out of date (for example an erroneous contract end date, email address or other contact details) then we will not be liable for anything that happens as a result when we use that information to provide features and outcomes within The Platform. CDE will assume responsibility for all aspects of data integrity that is directly under its control, CDE will match source data accuracy as per our SLA.
Intellectual Property
Using The Platform does not give You ownership of or other rights in any intellectual property rights in The Platform, our trademarks, logos and other brand features (“Our IP”). Our IP is protected by copyright, trademark, and other British and international laws.
You agree not to reverse engineer The Platform, attempt to do so, or assist anyone in doing so.
Forward Looking Services
Certain analysis (such as budgets) or market charts (such as energy futures charts) included in The Platform may contain predictions or estimations as to future circumstances based on assumptions. These are predictions only; made in light of the data we have at the time of their presentation to You. They are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations. We do not provide any assurance or guarantee that any predictions or other forward-looking Services will materialise or be accurate. You are cautioned not to rely on such information within The Platform. We do not undertake to update or revise any such predictions or estimations or any other forward-looking Service.
Limitation of Liability
Neither party shall be liable for any indirect, special, incidental, or consequential damages based on contract, tort, or any other legal theory, even if the party was advised of the possibility of such damages.
CDE’s total aggregate liability for any claim of any kind arising as a result of or related to this Agreement, whether based in contract, tort, warranty, or any other legal or equitable grounds, is limited to £1,000,000 for the particular project(s) which form(s) the basis of such claim.
The Customer agrees to indemnify, defend, and hold CDE harmless from and against any all losses, damages, liabilities, claims, demands, lawsuits, and expenses, including reasonable legal fees that CDE may incur or be liable for arising out of or in connection with (a) Your wilful negligence or wilful misconduct in connection with The Platform; or (b) any breach of representations, and/or warranties under this Agreement.
Matters beyond the reasonable control of either party
If either party is unable to perform any obligation under the Online End User Terms of Use because of a matter beyond its reasonable control such as lightning, flood, exceptionally severe weather, fire, explosion, war, civil disorder, epidemic, industrial disputes (whether or not involving its employees or third parties), or acts of local or central Government or other competent authorities, it will have no liability to the other party.
Termination of an End Users Account
With exception to any material breaches of the Online End User Terms of Use;
The Customer may terminate the End Users login details by providing written notice to CDE or by The Customers administrator removing the End User from The Platform.
CDE will be entitled to terminate the End Users login if The Platform is not used by The End User in a 90-day period.
Data protection and privacy
The Customer, End User and CDE will comply with their respective obligations under the Data Protection Act 1998 and any data protection, privacy or similar laws that apply to any personal data processed in connection with the Online User Terms of Use. The Customer and CDE will provide such help and co-operation as is reasonably necessary or requested by the other to enable compliance with this paragraph.
The Customer and End User acknowledges and agrees that CDE will use “cookies” in accordance with CDE’s Privacy Policy from time to time and as made available to The Customer and in accordance with The Customer’s consents as signified by The Customer’s elections in accessing and using The Platform and the relevant URL in connection with the provision of the Platform Services.
About these Terms
We may revise these Terms from time to time and will post the most current version on our website. If a revision may substantially alter your rights, we will notify You in advance (by, for example, sending a message to the email address associated with your account or posting our website). By continuing to use or access the Services after the revised Terms come into effect, You agree to be bound by the revised Terms. You do not have the right to refuse any reasonable change to the terms, where there is no significant impact on You, The Customer. Where there is significant impact to You, The Customer You will have the right of refusal.
These Terms govern the relationship between us and You. No third party has any beneficial rights or rights of contract in respect of your Subscription Agreement, these Terms or the Services.
If You breach these terms, and we don’t take action right away in relation to the breach, this doesn’t mean that we are waiving any rights that we may have (such as taking action in the future).
If any term is found to be unenforceable, this will be severed from these Terms and will not affect the validity of any other terms.
For information about how to contact us, please visit our contact page.
These Terms are governed by British Law.
