1. DEFINITIONS AND INTERPRETATION
“Account” means an account required for a User to access and/or use certain areas of Our Site, as detailed in Clause 4;
“Content” means any and all text, images, audio, video, scripts, code, software, databases and any other form of information capable of being stored on a computer that appears on, or forms part of, Our Site;
“User” means a user of Our Site;
“User Content” means any content submitted to Our Site by Users; and
“We/Us/Our” means eTech Solutions Limited, a company registered in England, whose registered address is Fore 2, 2 Huskisson Way, Shirley, Solihull, B90 4SS
2. INFORMATION ABOUT US
2.1 Our Site, https://etechpartnerportal.net/ is owned and operated by eTech Solutions Limited, a company registered in England, whose registered address is Fore 2, 2 Huskisson Way, Shirley, Solihull, B90 4SS
3. ACCESS TO OUR SITE
3.1 It is your responsibility to make any and all arrangements necessary in order to access Our Site.
3.2 Access to Our Site is provided “as is” and on an “as available” basis. We may alter, suspend or discontinue Our Site (or any part of it) at any time and without notice. We will not be liable to you in any way if Our Site (or any part of it) is unavailable at any time and for any period.
4.1 Access to certain services on Our Site may be chargeable. This will depend on whether you are entitled to use such services by virtue of your existing client relationship with Us. Our Site will notify You of any chargeable services and direct You on how to either set up an account to pay for such services or obtain a free log-in under your existing client status.
4.2 Any fees due in respect of chargeable services shall be collected by Direct Debit on a monthly basis in advance.
4.3 Where applicable, the fees to use the deemed score calculator on Our Site (the “Deemed Score Calculator”) will be prepaid on a monthly basis by Direct Debit. The Deemed Score Calculator fees shall be calculated by reference to the number of individual energy efficiency measures for which a deemed score is calculated by you using Our Site (each a “Deemed Score Calculation”). The pre-purchase of Deemed Score Calculations is available at the following rates:
|Deemed Score Calculation Volume||Fee (plus VAT at the applicable rate)|
4.4 Any pre-paid Deemed Score Calculations not used in a given calendar month will not be carried across into the next month. We will notify you when your pre-purchase of Deemed Score Calculations has been expended in any given month. You agree to pay for any Deemed Score Calculations that are undertaken by you that were not pre-purchased, at a rate of £0.40 per Deemed Score Calculation. We may suspend your use of the Deemed Score Calculator where you continue to use the Deemed Score Calculator without having pre-purchased Deemed Score Calculations.
5.1 Certain parts of Our Site may require an Account in order to access them.
5.2 When creating an Account, the information you provide must be accurate and complete. If any of your information changes at a later date, it is your responsibility to ensure that your Account is kept up-to-date.
5.3 It is your responsibility to keep your password to Our Site safe. You must not share your Account with anyone else. If you believe your Account is being used without your permission, please contact Us immediately at firstname.lastname@example.org. We will not be liable for any unauthorised use of your Account.
5.4 You must not use anyone else’s Account without the express permission of the User to whom the Account belongs.
5.5 Any personal information provided in your Account will be collected, used, and held in accordance with your rights and Our obligations under the Data Protection Act 1998 and GDPR, as set out below.
5.6 If you wish to close your Account, you may do so at any time. Closing your Account will result in the removal of your information. Closing your Account will also remove access to any areas of Our Site requiring an Account for access.
6. INTELLECTUAL PROPERTY RIGHTS
6.1 With the exception of User Content (see Clause 7), all Content included on Our Site and the copyright and other intellectual property rights subsisting in that Content, unless specifically labelled otherwise, belongs to or has been licensed by Us. All Content (including User Content) is protected by applicable United Kingdom and international intellectual property laws and treaties.
6.2 Subject to sub-Clause 6.3 You may not reproduce, copy, distribute, sell, rent, sub-licence, store, or in any other manner re-use Content from Our Site unless given express written permission to do so by Us.
6.3 You may access, view and use Our Site in a web browser (including any web browsing capability built into other types of software or app).
6.4 Our status as the owner and author of the Content on Our Site (or that of identified licensors, as appropriate) must always be acknowledged.
6.5 You may not re-use any Content printed, saved or downloaded from Our Site for commercial purposes without first obtaining a licence from Us (or our licensors, as appropriate) to do so. This does not prohibit the normal access, viewing and use of Our Site whether by business users or consumers.
7. USER CONTENT
7.1 User Content on Our Site includes (but is not necessarily limited to) any details relating to measures installed pursuant to the Energy Company Obligation, including the details of ECO customers and their properties, including name, property addresses, property attributes, benefits details and evidence including site photos etc.
7.2 You agree that you will be solely responsible for your User Content. Specifically, you agree, represent, and warrant that you have the right to submit the User Content and that all such User Content will comply with Our Acceptable Usage Policy, detailed below in Clause 11.
7.3 You agree that you will be liable to Us and will, to the fullest extent permissible by law, indemnify Us for any breach of the warranties given by you under sub-Clause 6.2. You will be responsible for any loss or damage suffered by Us as a result of such breach.
7.4 You (or your licensors, as appropriate) retain ownership of your User Content and all intellectual property rights subsisting therein. When you submit User Content you grant Us a licence to store and archive your User Content and to transmit your User Content to any partner that You have elected using Our Site and for Us to use such for the purposes of internal data analytics. In addition, We may collate anonymised User Content in order to enable us to undertake statistical analysis of the User Content submitted to Our Site.
7.5 If you wish to remove User Content from Our Site, the User Content in question will be deleted. Please note, however, that caching or references to your User Content may not be made immediately unavailable (or may not be made unavailable at all where they are outside of Our reasonable control).
7.6 We may reject, reclassify, or remove any User Content from Our Site where we receive a complaint from a third party and determine that the User Content in question should be removed as a result.
7.7 We are not responsible for the content or accuracy, or for any opinions, views, or values expressed in User Content. Any such opinions, views, or values are those of the relevant User and do not reflect Our opinions, views, or values in any way.
7.8 We will delete any User Content from Our Site which is over 6 months old.
8. LINKS TO OUR SITE
8.1 You may not link to any page other than the homepage of Our Site without Our express written permission.
8.2 Framing or embedding of Our Site on other websites is not permitted without Our express written permission.
9. LIABILITY AND DISCLAIMERS
9.1 Nothing on Our Site constitutes advice on which you should rely. It is provided for information purposes only.
9.2 Insofar as is permitted by law, We make no representation, warranty, or guarantee that Our Site will meet your requirements, that it will not infringe the rights of third parties, that it will be compatible with all software and hardware, or that it will be secure.
9.3 We make reasonable efforts to ensure that the Content on Our Site is complete, accurate, and up-to-date. We do not, however, make any representations, warranties or guarantees (whether express or implied) that the Content is complete, accurate, or up-to-date. Please note that this exception does not apply to information concerning services for sale through Our Site.
9.4 To the fullest extent permissible by law, We accept no liability to any User for any loss or damage, whether foreseeable or otherwise, in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising out of or in connection with the use of (or inability to use) Our Site or the use of or reliance upon any Content (including User Content) included on Our Site.
9.5 If you are a business user, we hereby exclude all implied conditions, warranties, representations or other terms that may apply to Our Site or Content. We will not be liable for any loss of profits, sales, business or revenue; loss of business opportunity, goodwill or reputation; loss of anticipated savings; business interruption; or for any indirect or consequential loss or damage.
9.6 We neither assume nor accept responsibility or liability arising out of any disruption or non-availability of Our Site resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, natural events, acts of war, or legal restrictions and censorship.
10. VIRUSES, MALWARE AND SECURITY
10.1 We exercise all reasonable skill and care to ensure that Our Site is secure and free from viruses and other malware.
10.2 You are responsible for protecting your hardware, software, data and other material from viruses, malware, and other internet security risks.
10.3 You must not deliberately introduce viruses or other malware, or any other material which is malicious or technologically harmful either to or via Our Site.
10.4 You must not attempt to gain unauthorised access to any part of Our Site, the server on which Our Site is stored, or any other server, computer, or database connected to Our Site.
10.5 You must not attack Our Site by means of a denial of service attack, a distributed denial of service attack, or by any other means.
10.6 By breaching the provisions of sub-Clauses 10.3 to 10.5, you may be committing a criminal offence under the Computer Misuse Act 1990. Any and all such breaches will be reported to the relevant law enforcement authorities and We will cooperate fully with those authorities by disclosing your identity to them. Your right to use Our Site will cease immediately in the event of such a breach.
11. ACCEPTABLE USAGE POLICY
11.1 You may only use Our Site in a manner that we specify from time to time is lawful and that complies with the provisions of this Clause 11. Specifically:
11.1.1 you must ensure that you comply fully with any and all local, national or international laws and/or regulations;
11.1.2 you must not use Our Site in any way, or for any purpose, that is unlawful or fraudulent;
11.1.3 you must not use Our Site to knowingly send, upload, or in any other way transmit data that contains any form of virus or other malware, or any other code designed to adversely affect computer hardware, software, or data of any kind; and
11.1.4 you must not use Our Site in any way, or for any purpose, that is intended to harm any person or persons in any way.
11.2 When submitting User Content (or communicating in any other way using Our Site), you must not submit, communicate or otherwise do anything that:
11.2.1 is sexually explicit;
11.2.2 is obscene, deliberately offensive, hateful or otherwise inflammatory;
11.2.3 promotes violence;
11.2.4 promotes or assists in any form of unlawful activity;
11.2.5 discriminates against, or is in any way defamatory of, any person, group or class of persons, race, gender, religion, nationality, disability, sexual orientation or age;
11.2.6 is intended or otherwise likely to threaten, harass, annoy, alarm, inconvenience, upset, or embarrass another person;
11.2.7 is calculated or is otherwise likely to deceive;
11.2.8 is intended or otherwise likely to infringe (or threaten to infringe) another person’s right to privacy;
11.2.9 misleadingly impersonates any person or otherwise misrepresents your identity or affiliation in a way that is calculated to deceive (obvious parodies are not included within this definition provided that they do not fall within any of the other provisions of this sub-Clause 11.2);
11.2.10 implies any form of affiliation with Us where none exists;
11.2.11 infringes, or assists in the infringement of, the intellectual property rights (including, but not limited to, copyright, patents, trade marks and database rights) of any other party; or
11.2.12 is in breach of any legal duty owed to a third party including, but not limited to, contractual duties and duties of confidence.
11.3.1 suspend, whether temporarily or permanently, your Account and/or your right to access Our Site;
11.3.2 remove any User Content submitted by you that violates this Acceptable Usage Policy;
11.3.3 issue you with a written warning;
11.3.4 take legal proceedings against you for reimbursement of any and all relevant costs on an indemnity basis resulting from your breach;
11.3.5 take further legal action against you as appropriate;
11.3.6 disclose such information to law enforcement authorities as required or as We deem reasonably necessary; and/or
11.3.7 any other actions which We deem reasonably appropriate (and lawful).
13. CONTACTING US
To contact Us, please email Us at email@example.com
14. COMMUNICATIONS FROM US
14.2 We will never send you marketing emails of any kind without your express consent. If you do give such consent, you may opt out at any time. Any and all marketing emails sent by Us include an unsubscribe link.
15. DATA PROTECTION
15.1 Any and all personal information that We may collect will be collected, used and held in accordance with the provisions of Schedule 1 here to.
15.2 We may use your personal information to:
15.2.1 Provide and administer your Account;
15.2.2 Reply to any communications you send to Us; and
15.2.3 Send you important notices.
15.3 We will not pass on your personal information to any third parties.
16. LAW AND JURISDICTION
17. APPLICABLE FEES AND CANCELLATION
17.1 If you wish to change the transaction volume in clause 17.2 or to cancel your use of the Deemed Score Calculator, you must provide us with five working days’ notice in writing prior to the end of the then current month (a working day being Monday to Friday but excluding Bank Holidays in England). If you do not provide us with five working days’ notice prior to the end of the then current month, we will invoice you for the following month at the volume level for the previous month. No refund shall be provided for unused Deemed Score Calculations, including for a month where a cancellation or change to transaction volumes is communicated to us five working days’ prior to the end of such month.
17.2 Please select the transaction volume and associated fees you require on your account:
Transaction volume: …………………………………
DATA PROCESSING TERMS
1.1. In this Schedule, capitalised words shall have the following meaning:
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with, a party from time to time;
“Data Protection Law” means the data privacy laws applicable to the processing in connection with the Services, including, where applicable, the Directive 95/46/EC, as amended or replaced by any subsequent Regulation, Directive or other legal instrument of the European Union including by the General Data Protection Regulation or similar law, or the applicable data privacy laws of any other relevant jurisdiction;
“End User” means the person or persons to whom You provide services to;
“Services” means the use by You of our Site;
“Contractual Clauses” means the standard contractual clauses of the European Commission for the transfer of personal data across borders, as amended or replaced from time to time, or any equivalent set of contractual clauses approved for use under Data Protection Law; and
“Client Personal Data” means the personal data processed by Us in connection with the Services as further described below. In accordance with clause 2.1, this may include the personal data of Your Affiliate.
1.2. The words “data subject”, “personal data”, “processing” and variations, “controller” and “processor” shall have the meaning attributed to them in Data Protection Law.
2.1. You are designated by your Affiliates and End Users (collectively, the “Instructing Parties”) to provide and manage various services on their behalf. Client Personal Data may contain personal data in relation to which any of the Instructing Parties is controller. You confirm that You are authorized to communicate to Us any instructions or other requirements on behalf of any of the Instructing Parties in respect of processing of Client Personal Data by Us in connection with the Services.
2.2. We are appointed by You to process Client Personal Data on behalf of the Instructing Parties, as the case may be, as is necessary to provide the Services or as otherwise agreed by the parties in writing.
3. DATA PROTECTION COMPLIANCE
3.1. In relation to its processing of Client Personal Data during the Term, save as otherwise provided by law, We agree to:
(a) comply with Data Protection Law in relation to its processing of Client Personal Data;
(b) process Client Personal Data only as required in connection with the Services, in accordance with Your documented lawful instructions reasonably given in the context of the Services from time to time, and for internal business analytics;
(c) inform You if, in our opinion, an instruction infringes Data Protection Law;
(d) ensure that all personnel authorised by Us to process Client Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;
(f) inform You without undue delay of any data subject requests under Data Protection Law or regulatory or law enforcement requests relating to Client Personal Data. We may acknowledge each data subject access request. Where agreed, We may, at your expense, respond to the subject access request on your behalf;
(g) at Your expense, provide such assistance as You may reasonably require in order to ensure Your compliance with Data Protection Law in relation to data security, data breach notifications, data protection impact assessments and prior consultations with competent supervisory authorities with responsibility for privacy and data protection matters;
(h) at Your choice and expense, delete or return all Client Personal Data to You after the end of the provision of Services, and delete existing copies of all Client Personal Data, save for Client Personal Data archived for business continuity and disaster recovery purposes, where applicable, and anonymised Client Personal Data retained for legitimate business purposes. We may delete or destroy any Client Personal Data that is no longer needed in order to comply with these Terms; and
(i) at Your expense, make available to You information reasonably necessary to demonstrate Our compliance with these Terms and allow for audits carried out by an independent third party, as the parties may agree.
3.2. You shall promptly provide such assistance as We may reasonably require in order to comply with any data privacy and security obligations under these Terms.
3.3. You warrant and represent on a continuous basis that Your instructions will not put Us in breach of the law.
5.1. We may engage subcontractors involved in the processing of Client Personal Data (each a “Subprocessor”).
5.2. When engaging a Subprocessor, We will:
(a) carry out reasonable due diligence;
(b) enter into a contract on terms, as far as practicable, as are the same as those in these Terms, and which may include Contractual Clauses to provide adequate safeguards with respect to the processing of Client Personal Data; and
(c) inform You of any intended changes concerning the addition or replacement of a Subprocessor from time to time. If You object to any such change on reasonable grounds, then acting in good faith the parties will work together to resolve such objection.
6. SECURITY INCIDENTS
6.1. “Security Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Client Personal Data transmitted, stored or otherwise processed.
6.2. We will notify You without delay if We become aware of any Security Breach. Where practicable, We will provide phased notifications.
6.3. We will investigate the Security Breach and take reasonable action to identify, prevent and mitigate the effects of the Security Breach caused by Us. At your expense, We will take such further action as You may reasonably request in order to comply with Data Protection Law.
6.4. You may not release or publish any filing, communication, notice, press release, or report concerning any Security Breach without Our prior written approval; such approval shall not be unreasonably withheld.
7. INTERNATIONAL DATA TRANSFERS
We will ensure that no Client Personal Data is transferred out of the European Economic Area or any other territory in which restrictions are imposed on the transfer of Client Personal Data across borders under Data Protection Laws.
8.1. Clause and other headings in these Terms are for convenience of reference only and shall not constitute a part of or otherwise affect the meaning or interpretation of these Terms.
8.3. Nothing in these Terms will exclude or limit the liability of either party which cannot be limited or excluded by applicable law. Subject to the foregoing sentence, (i) these Terms constitute the entire agreement between the parties pertaining to the processing of Client Personal Data as part of the Services and supersede all prior agreements, understandings, negotiations and discussions of the parties relating to its subject matter; and (ii) in entering into these Terms neither party has relied on, and neither party will have any right or remedy based on, any statement, representation or warranty, whether made negligently or innocently, except those expressly set out in these Terms.
8.4. You shall pay to Us within 15 days of invoice date any costs and expenses including without limitation reasonable attorney fees and the cost of preparing and sending correspondence incurred by Us and/or our Affiliates in connection with carrying out duties at Your expense under these Terms.
8.6. All notices of termination or breach must be in English, in writing and addressed to the other party’s primary contact person or legal department. Notice will be treated as given on receipt, as verified by a valid receipt or electronic log. Postal notices will be deemed received 48 hours from the date of posting by recorded delivery of registered post.
8.7. The provisions of these Terms are severable. If any phrase, clause or provision is invalid or unenforceable in whole or in part, such invalidity or unenforceability shall affect only such phrase, clause or provision, and the rest of these Terms shall remain in full force and effect.
8.8. Either party may transfer its rights and/or obligations under these Terms to its successor as a result of a merger, acquisition, sale, reorganisation or liquidation.