Bryt Envision Portal – Terms of Use

 

1. Interpretation and scope

1.1 These Terms of Use shall apply to the Customer and its Authorised Users, once an Authorised User registers an account on the Bryt Envision Portal and clicking “Accept”, thereby agreeing to these Terms of Use on behalf of the Customer.

1.2 In these Terms of Use the capitalised terms below shall have the following meanings:

Authorised Users: those employees of the Customer who are authorised by the Customer to use the Bryt Envision Portal and the Documentation and have registered on the Bryt Envision Portal.

Bryt Energy: Bryt Energy Limited, a company registered in England and Wales under company number 10167351 with registered office at 1 Victoria Square, Birmingham, B1 1BD.

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

Customer: the party who has signed the Supply Terms as a customer with Bryt Energy or (which may be either directly or via a TPI on behalf of the Customer).

Customer Data: the data inputted by the Customer, Authorised Users, or Bryt Energy on the Customer’s behalf for the purpose of using the Bryt Envision Portal or facilitating the Customer’s use of the Bryt Envision Portal.

Documentation: any documents made available to the Customer by Bryt Energy via the Bryt Envision Portal from time to time which set out a description and user instructions for the Bryt Envision Portal.

Bryt Envision Portal:  the provision of access and use of the online software application called “Bryt Envision Portal” by Bryt Energy to the Customer and it’s Authorised Users via https://www.brytenergy.co.uk/for-customers/bryt-envision-login or any other website notified to them by Bryt Energy from time to time, as more particularly described in the Documentation.

Supply Terms: the terms and conditions that apply to Bryt Energy’s provision of services to the Customer, which consist of the Contract Note, Bryt Energy’s supply terms and conditions, and any applicable product schedule.

Terms of Use: the terms and conditions set out in this document.

TPI: the party who has signed Supply Terms with Bryt Energy as a third party intermediary on behalf of a Customer or is otherwise authorised by the Customer to act on its behalf in respect of the Bryt Envision Portal.

Virus:  any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

Vulnerability:  a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.

2. Use of Bryt Envision portal

2.1 Subject to the Authorised User and the Customer’s compliance with each of its obligations under these Terms of Use and the Supply Terms, including the payment of any charges under or in connection with the Supply Terms, the restrictions set out in this paragraph 2 and the other terms of these Terms of Use, Bryt Energy hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to use the Bryt Envision Portal and the Documentation for the duration of the Supply Terms solely to facilitate the Customer’s use of the services provided by Bryt Energy under the Supply Terms, in particular to view the Customer’s energy consumption.

2.2 In relation to each the Authorised User, the Customer undertakes that:

(a) each Authorised User will comply with the Documentation and any additional requirements, including acceptable use policies and instructions from Bryt Energy regarding the use of the Bryt Envision Portal which are notified to the Customer and/or any Authorised Users from time to time;

(b) each Authorised User will promptly report any faults in the Bryt Envision Portal to Bryt Energy in writing;

(c) each Authorised User shall keep a secure password for use of the Bryt Envision Portal and shall keep such password confidential;

(d) it shall maintain a written, up to date list of current Authorised Users and provide such list to Bryt Energy within 5 Business Days of Bryt Energy’s written request at any time or times;

(e) it shall permit Bryt Energy or Bryt Energy’s designated auditor to audit the Customer’s use of the Bryt Envision Portal in order to establish the name and password of each Authorised User and Bryt Energy’s data processing facilities to audit compliance with these Terms of Use. Each such audit may be conducted no more than once per quarter, at the Customer’s expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer’s normal conduct of business; and

(f) if any of the audits referred to in paragraph 2.2 (e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to Bryt Energy’s other rights, the Customer shall promptly disable such passwords and Bryt Energy shall not issue any new passwords to any such individual.

2.3 The Customer and its Authorised User shall not:

(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between Bryt Energy and the Customer and except to the extent expressly permitted under these Terms of Use:

      (i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Bryt Envision Portal and/or the Documentation (as applicable) in any form or media or by any means; or

      (ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Bryt Envision Portal; or

(b) access all or any part of the Bryt Envision Portal and the Documentation in order to build a product or service which competes with the Bryt Envision Portal and/or the Documentation; or

(c) use the Bryt Envision Portal and/or the Documentation to provide services to third parties; or

(d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Bryt Envision Portal and/or the Documentation available to any third party, or

(e) attempt to obtain, or assist third parties in obtaining, access to the Bryt Envision Portal and/or the Documentation, other than as provided under this paragraph 2; or

(f) introduce or permit the introduction of, any Virus or Vulnerability into Bryt Energy’s network and information systems; or

(g) act as a consumer or be considered a consumer at any time for the purposes of these Terms of Use.

2.4 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Bryt Envision Portal and/or the Documentation and, in the event of any such unauthorised access or use (including any loss, theft or unauthorised use or access to either the Bryt Envision Portal or the Documentation, or any usernames or passwords being compromised), promptly notify Bryt Energy in writing.

2.5 The Customer acknowledges and agrees that the Bryt Envision Portal has not been developed for or purports to meet, the Customer’s individual requirements.

2.6 The Customer shall maintain systems to the minimum specification required to use the Bryt Envision Portal, as described in the Documentation and/or notified to the Customer by Bryt Energy from time to time.

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

2.8 The Customer acknowledges and agrees that Bryt Energy shall not be liable for any losses incurred by the Customer caused by Bryt Energy’s failure to perform any of its obligations under these Terms of Use, if such failure is caused by the Customer’s (or an Authorised User’s) own failure to perform any of its obligations under this these Terms of Use.

3. Provision of the Bryt Envision portal  

3.1 Bryt Energy shall, for the duration of the Supply Terms, use commercially reasonable endeavours to provide the Bryt Envision Portal and make available the Documentation to the Customer on and subject to these Terms of Use.

3.2 Bryt Energy shall use commercially reasonable endeavours to make the Bryt Envision Portal available but provides no warranty undertaking or guarantee as to availability or uptime.

3.3 Bryt Energy shall use commercially reasonable efforts to ensure that the energy consumption data provided through the Bryt Envision Portal is complete and accurate but does not warrant that it will be error free.  The Bryt Envision Portal is intended as a guide to energy consumption and is not binding on Bryt Energy.  In the event there is a difference between energy consumption provided on the Bryt Envision Portal and any invoices provided to the Customer then the relevant invoices will take priority.

3.4 There is no separate additional charge for the provision or use of the Bryt Envision Portal, and such service is included in the charges that Bryt Energy makes under the Supply Terms or for associated services as applicable to the Customer.

4. Data

4.1 Any data or information provided by the Customer to Bryt Energy using the Bryt Envision Portal shall remain the property of the Customer and the Customer hereby grants Bryt Energy a perpetual, royalty-free, non-exclusive licence to use such data for the provision of the Bryt Envision Portal and Bryt Energy’s other business purposes. Bryt Energy may create derivative works using such data, the ownership of which will remain with Bryt Energy..

4.2 The Customer may elect to appoint its own third party to act as a Metering Agent in the role of Data Collector and Data Aggregator in accordance with Clause 11 of Bryt Energy’s supply terms and conditions.  Where requested, the Customer will provide Bryt Energy with the appropriate letter of authority for such Metering Agent.  The letter of authority will authorise Bryt Energy and its sub-contractors to receive and exchange the Customer Data with such Metering Agent unless such Metering Agent has been replaced in accordance with Clause 11 of Bryt Energy’s supply terms and conditions. The Customer shall be liable for any costs or charges that such Metering Agent seeks to charge to Bryt Energy in connection with the provision and exchange of Customer Data by such Metering Agent.

4.3 Bryt Energy or its contractors may monitor usage of the Bryt Envision Portal by the Customer and its Authorised Users in order to determine which Authorised Users are using the Bryt Envision Portal and to tailor communications and features to the Customer.  Any personal data provided by the Customer to Bryt Energy using the Bryt Envision Portal shall be treated in accordance with the Bryt Energy privacy policy available on its website as updated from time to time.

5. Bryt Energy's obligations

5.1 Bryt Energy will use commercially reasonable endeavours to ensure that the Bryt Envision Portal will function substantially in accordance with the Documentation.

5.2 The obligation at paragraph 6.1 shall not apply to the extent of any non-conformance which is caused by use of the Bryt Envision Portal contrary to Bryt Energy’s instructions, or modification or alteration of the Bryt Envision Portal by any party other than Bryt Energy or Bryt Energy’s duly authorised contractors or agents.

5.3 Bryt Energy:

(a) does not warrant that:

      (i) the Customer and/ Authorised User’s use of the Bryt Envision Portal will be uninterrupted or error-free;

      (ii) that the Bryt Envision Portal, Documentation and/or the information obtained by the Customer and/or Authorised Use through the Bryt Envision Portal will meet any Customer and/or Authorised User requirements;

      (iii) the Bryt Envision Portal will be free from Vulnerabilities;

(b) 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 Bryt Envision Portal and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

5.4 Bryt Energy warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under these Terms of Use.

5.5 Bryt Energy may update, remove features, or release new versions of the Bryt Envision Portal and the Documentation at any time at its sole discretion.

6. Customer obligations

6.1 The Customer shall:

(a) ensure that all Customer related information provided in connection with the Bryt Envision Portal including address and contact details are up-to-date.

(b) provide Bryt Energy with:

      (i) all necessary co-operation in relation to these Terms of Use; and

      (ii) all necessary access to such information as may be required by Bryt Energy;

in order to provide the Bryt Envision Portal, including but not limited to Customer Data, security access information and configuration services;

(c) without affecting its other obligations under these Terms of Use, comply with all applicable laws and regulations with respect to its activities under these Terms of Use;

(d) carry out all other Customer responsibilities and assistance obligations set out in these Terms of Use in a timely and efficient manner. In the event of any delays in the Customer’s provision of such assistance as agreed between Bryt Energy and the Customer , Bryt Energy may adjust any agreed timetable or delivery schedule as reasonably necessary;

(e) ensure that the Authorised Users use the Bryt Envision Portal and the Documentation in accordance with these Terms of Use and shall be responsible for any Authorised User’s breach of these Terms of Use;

(f) comply with all applicable laws, obtain and shall maintain all necessary licences, consents, and permissions necessary for Bryt Energy, its contractors and agents to perform their obligations under these Terms of Use, including without limitation the Bryt Envision Portal;

(g) ensure that its network and systems comply with the relevant specifications provided by Bryt Energy from time to time;

(h) be, to the extent permitted by law and except as otherwise expressly provided in these Terms of Use, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Bryt Energy or its suppliers’ 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;  

(i) keep any necessary back-ups of the Customer Data and the Customer acknowledges that Bryt Energy does not provide a back-up of the Customer Data as part of the Bryt Envision Portal; and

(j) give Bryt Energy not less than 5 Business Days’ prior written notice of any change in tenancy in relation to any MPAN (as defined in Bryt Energy’s supply terms and conditions) at any Property (as defined in Bryt Energy’s supply terms and conditions).

6.2 Bryt Energy may suspend the Customer’s or any Authorised User’s access to the Bryt Envision Portal on written notice to the Customer if the Customer or any Authorised User is in breach of any of its obligations under these Terms of Use and/or the Supply Terms. Bryt Energy will recommence the suspended services in the event that the Customer has remedied such breach unless Bryt Energy exercises its rights to terminate these Terms of Use and the Supply Terms in accordance with the Supply Terms.

6.3 Where a TPI accesses the Bryt Envision Portal on behalf of a Customer the TPI accepts these Terms of Use on behalf of the relevant Customer also. The TPI warrants to Bryt Energy that it is in possession of an appropriate letter of authority from the relevant Customer that authorises the TPI to accept these Terms of Use on behalf of the Customer and to otherwise act on such Customer’s behalf.  The TPI hereby indemnifies Bryt Energy against all losses, costs damages or expenses arising from the TPI not be properly authorised by the Customer to accept these Terms or Use or in respect of any use of the Bryt Envision Portal without such authorisation.

7. Proprietary rights

7.1 The Customer acknowledges and agrees that Bryt Energy and/or its licensors own all intellectual property rights in the Bryt Envision Portal and the Documentation. Except as expressly stated herein, these Terms of Use do not grant the Customer or any Authorised User 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 Bryt Envision Portal or the Documentation.

7.2 Bryt Energy confirms that it has all the rights in relation to the Bryt Envision Portal and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, these Terms of Use.

8. Indemnity

8.1 The Customer shall defend, indemnify and hold harmless Bryt Energy, its officers, directors and employees against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer’s use of the Bryt Envision Portal (including any data or information it or its Authorised Users input into the Bryt Envision Portal), provided that:

(a) the Customer is given prompt notice of any such claim;

(b) Bryt Energy provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer’s expense, including by providing the Customer and its professional advisers access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of Bryt Energy, so as to enable the Customer and its professional advisers to examine them and to take copies (at the Customer's expense) for the purpose of assessing any such claim; and

(c) the Customer is given sole authority to defend or settle the claim. For the avoidance of doubt, Bryt Energy shall not make any admission of liability, agreement or compromise in relation to any such claim without the prior written consent of the Customer.

8.2 Bryt Energy shall defend the Customer, its officers, directors and employees against any claim that asserts that the Customer’s use of the Bryt Envision Portal in accordance with these Terms of Use infringes any United Kingdom patent effective as of the Contract 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:

(a) Bryt Energy is given prompt notice of any such claim;

(b) the Customer provides reasonable co-operation to Bryt Energy in the defence and settlement of such claim, at Bryt Energy’s expense, including by providing Bryt Energy and its professional advisers access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of the Customer, so as to enable Bryt Energy and its professional advisers to examine them and to take copies (at Bryt Energy's expense) for the purpose of assessing any such claim; and

(c) Bryt Energy is given sole authority to defend or settle the claim. For the avoidance of doubt, the Customer shall not make any admission of liability, agreement or compromise in relation to any such claim without the prior written consent of Bryt Energy.

8.3 In the defence or settlement of any claim, Bryt Energy may procure the right for the Customer to continue using the Bryt Envision Portal, replace or modify the Bryt Envision Portal so that they become non-infringing.

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

(a) a modification of the Bryt Envision Portal by anyone other than Bryt Energy; or

(b) the Customer’s use of the Bryt Envision Portal in a manner contrary to the instructions given to the Customer by Bryt Energy; or

(c) the Customer’s use of the Bryt Envision Portal after notice of the alleged or actual infringement from Bryt Energy or any appropriate authority;

(d) use of the Bryt Envision Portal in combination with any infrastructure, hardware, software or services not supplied or specified by Bryt Energy; or

(e) any information data or other information provided by the Customer.

8.5 The foregoing and clause 27.3 of Bryt Energy’s supply terms and conditions state the Customer’s sole and exclusive rights and remedies, and Bryt Energy’s (including Bryt Energy’s employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

9. Term and termination

9.1 These Terms of Use shall apply in accordance with paragraph 1.1 and shall continue for the duration of the Supply Terms. 

9.2 The Bryt Envision Portal may be withdrawn or replaced by Bryt Energy at any time on notice to the Customer, in which case the agreement formed by these Terms of Use will immediately terminate without liability to Bryt Energy and the Customer will cease, and have no further rights to use the Bryt Envision Portal

10. Force majeure

Bryt Energy shall have no liability to the Customer under these Terms of Use if it is prevented from or delayed in performing its obligations under these Terms of Use, 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 Bryt Energy 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 or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.

11. Conflict

If there is an inconsistency between any of the provisions of these Terms of Use and the Supply Terms, the provisions in the Supply Terms shall prevail.

12. Updates to these Terms of Use

The Customer acknowledges and agrees that Bryt Energy may update these Terms of Use at any time. The updated Terms of Use shall be notified to the customer through the Bryt Envision Portal and the Authorised User’s use of the Bryt Envision Portal after the updated Terms have been made available shall constitute acceptance of the such updated Terms of Use by the Authorised User and the Customer.

13. Waiver

No failure or delay by Bryt Energy or the Customer (as the case may be) to exercise any right or remedy provided under these Terms of Use 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.

14. Rights and remedies

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

15. Severance

If any provision or part-provision of these Terms of Use 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 these Terms of Use.

16. Entire agreement

16.1 These Terms of Use, together with the Supply Terms and any other terms agreed in writing between Bryt Energy and the Customer shall constitute the entire agreement between Bryt Energy and the Customer and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

16.2 Bryt Energy and the Customer acknowledge that in entering into these Terms of Use, each of them does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently), implied term (to the full extent permitted by law) that is not set out in these Terms of Use or the Supply Terms or any other terms agreed in writing between Bryt Energy and the Customer.

16.3 Bryt Energy and the Customer agree that they shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms, the Supply Terms or any other terms agreed in writing between Bryt Energy and the Customer.

16.4 Nothing in this paragraph 16 shall limit or exclude any liability for fraud.

17. Assignment

17.1 The Customer shall not, without the prior written consent of Bryt Energy, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms of Use.

17.2 Bryt Energy 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 these Terms of Use.

18. No partnership or agency

Nothing in these Terms of Use is intended to or shall operate to create a partnership between Bryt Energy and the Customer, 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).

19. Third party rights

These Terms of Use do not confer any rights on any person or party (other than Bryt Energy and the Customer and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

20. Notices

20.1 Any notice required to be given under these Terms of Use shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its registered address, or such other address as may have been notified by that party for such purposes.

20.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first Business Day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post.

21. Governing law and jurisdiction

21.1 These Terms of Use and any dispute or claim arising out of or in connection with them or their 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.

21.2 Bryt Energy and the Customer irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms of Use or their subject matter or formation (including non-contractual disputes or claims).