SAMPLE Licence for use of ECOES data v2.0

Dated
DD MMM YYYY
LICENCE FOR USE OF ECOES DATA
MRASCo Limited
AND
[LICENSEE]
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This AGREEMENT is made on [DD MMM YYYY] between MRA Service Company Limited
(registered number 03490321) whose registered office is at 10 Fenchurch Street, London
EC3M 3BE (“MRASCo”) and
[xxxx] (registered number [####]) whose registered office is at [xxxxx] (“the Licensee”).
WHEREAS
MRASCo hereby grants to the Licensee a license to access ECOES / use ECOES Data on
the terms and conditions set out in this Agreement.
1
1.1
DEFINITIONS
In this Agreement each of the following terms shall, unless the context otherwise
requires, have the meanings shown below:
“Agreement”
means this Agreement
“Authorised Users”
an individual who may be an employee of the Licensee or an
agent acting on the Licensee’s behalf whom the Licensee
authorises to have access to ECOES / ECOES Data and whose
acts and/or omissions shall be deemed to be those of the
Licensee
“Commencement
Date”
DD MMM YYYY
“Data Protection
Act”
means the Data Protection Act 1998 (as amended from time to
time)
“ECOES”
has the meaning given to the term ‘Electricity Central Online
Enquiry Service’ in the MRA
“ECOES Data”
the data sourced from ECOES and provided by MRASCo and any
data, analysis, report or product derived from, based on, or relying
upon ECOES Data, as set out in Schedule 1 of this Agreement
“ECOES Service
Provider”
means the provider of technical services for ECOES
“Electricity Act”
The Electricity Act 1989, as amended
“Intellectual
Property”
registered and unregistered copyright, patents, registered design
rights, trade marks, and/or intellectual property rights existing in
any jurisdiction and all rights to apply for the same
“Licence Fee”
the sums to be paid to MRASCo in accordance with Schedule 1 of
this Agreement
“MEC”
or “MRA Executive Committee”, has the meaning given to that
term in the MRA
“Metering Point”
has the meaning given to that term in the MRA
“MPAN Core”
means the 13 digit numeric identifier that uniquely identifies a
Metering Point within Great Britain
“MRA”
means the Master Registration Agreement
“MRA Party”
has the meaning given to the term “party” in the MRA
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MRASCo
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Licensee
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“Parties”
means the parties to this Agreement and where the context
permits include their successors in title
“Password”
means the password notified by the ECOES Service Provider in
writing to enable access to ECOES
“Purpose”
has the meaning given to that term in Clause 2 of this Agreement
“Registration”
or “Registered” has the meaning given to that term in the MRA
“Supplier”
has the meaning given to that term in the MRA
“Term
[x month(s) / y year(s)]
“Territory”
means Great Britain
“Username”
means the user name notified by the ECOES Service Provider in
writing to enable access to ECOES, as appropriate
“Working Days”
means a day (not being a Saturday of a Sunday) on which banks
are open for the full range of general banking business in the City
of London
LICENCE, PURPOSE AND RESTRICTIONS
2.1
MRASCo hereby grants the Licensee a non-exclusive, non-assignable, personal and
non-transferable licence (“the Licence”) to use ECOES / ECOES Data on the terms
and conditions set out in this Agreement.
2.2
The Licensee is granted a Licence to use ECOES / ECOES Data solely for the
Purpose in the Territory.
2.3
The permitted use(s), data items, method and frequency of access to ECOES /
ECOES Data are enumerated in Schedule 1 of this Agreement.
2.4
The Licensee shall not sub-licence the use of ECOES / ECOES Data nor use it in ways
other than as set out in this Agreement.
2.5
The Licensee may not use ECOES / ECOES Data for purposes other than those set
out in Clause 2.3 without MRASCo’s prior written consent (not to be unreasonably
withheld). The Licensee shall not make available to any third party or publish or
otherwise exploit modify or create derivate works from or combined with any other
material in whole or in part of ECOES / ECOES Data.
3
3.1
3.2
LICENSEE’S OBLIGATIONS
The Licensee hereby undertakes that ECOES Data is to be treated as confidential and
further undertakes that:
3.1.1
ECOES Data be limited in access and use on a strictly “need to know basis”;
3.1.2
ECOES Data and all rights to it shall be considered the exclusive property of
MRASCo; and
3.1.3
it will take all necessary steps to ensure that its employees, Directors, officers,
representatives and agents comply with all the provisions of this Agreement.
The Licensee shall:
3.2.1
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MRASCo
supervise and control use of ECOES / ECOES Data in accordance with the
terms of this Agreement;
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Licensee
3.3
4
4.1
4.2
5
3.2.2
not display any part of ECOES / ECOES Data on a public bulletin board, ftp
(File Transfer Protocol Site), world wide web site, chat room or by any other
unauthorised means;
3.2.3
receive, if applicable, and hold the Password in the strictest confidence and
take all reasonable security precautions in the safekeeping of the Password
and in preventing its unauthorised disclosure to third parties without
MRASCo’s prior written consent;
3.2.4
ensure that Authorised Users are informed of and are contractually bound to
safeguard the confidential nature of ECOES / ECOES Data.
The Licensee warrants that:
3.3.1
they will not use or permit or condone the use by Authorised Users of ECOES
/ ECOES Data or parts thereof for sale resale loan transfer hire or other form
of exploitation for monetary reward; and
3.3.2
where personal data (as defined in the Data Protection Act 1998 (“the Act”)) is
recorded on ECOES or contained in ECOES Data in respect of an MPAN
(including emergency contact details) the Licensee will have notified the
persons to whom such personal data relates that such information is utilised
on ECOES and complied with all obligations of a data controller with respect
to such data as set out in the Act.
MRASCo’s OBLIGATIONS AND EXCLUSION OF LIABILITY
MRASCo has endeavoured to ensure that ECOES Data is accurate but shall not be
liable to the Licensee for any loss or damage whatsoever resulting from omissions or
inaccuracies in ECOES Data howsoever caused (including but not limited to
MRASCo’s negligence). ECOES Data is provided on an ‘as is’ basis and accordingly
MRASCo does not give any warranty expressed or implied or make any representation
that it will be:
4.1.1
suitable for any particular requirement of the Licensee or for any particular use
by the Licensee (notwithstanding that such requirement or use or conditions
may be known to MRASCo); or
4.1.2
compatible with the Licensee’s hardware equipment or software environment;
or
4.1.3
complete or accurate or up to date.
MRASCo is not obliged to provide access to information on any particular MPAN or
any particular data item.
LICENCE FEE
5.1
In accordance with the MRA, the Licensee shall pay to MRASCo the Licence Fee listed
in Schedule 2 prior to receiving access to ECOES / ECOES Data.
5.2
The Licensee acknowledges and accepts that the Licence Fee specified in Clause 5.1
of this Agreement is subject to increase from time to time as determined by MEC and,
if such charge is increased, Clause 5.1 shall be deemed to be amended and the
Licensee shall be liable to pay the increased charge from the relevant date notified by
MRASCo.
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MRASCo
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Licensee
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CONFIDENTIALITY
6.1
During the term of this Agreement and thereafter both Parties agree to keep all
information that they obtain about the other concerning the business, finances,
technology and affairs of the other, and regardless of its nature (“Confidential
Information”), strictly confidential.
6.2
The provisions of this Clause 6.1 shall cease to apply to:
6.3
7
7.1
6.2.1
confidential Information that has come into the public domain other than by
breach of this Clause or any other duty of confidence;
6.2.2
confidential Information already in the possession of the receiving Party
before it was made known by the other Party;
6.2.3
confidential Information obtained from a third party without breach of this
Clause or any other duty of confidence;
6.2.4
confidential Information required to be disclosed by law or some regulation of
equivalent effect; and
6.2.5
confidential Information that is trivial and obvious.
Each Party undertakes to use its reasonable efforts to keep the Confidential
Information in safe custody and not part with possession or control thereof to any
person other than any Authorised Users, Directors, employees and agents of each
Party.
AUDIT
MRASCo may carry out an annual audit of the Licensee to confirm the Licensee is:
7.1.1
compliant with data protection legislation;
7.1.2
compliant with the terms and conditions of this Agreement; and
7.1.3
not carrying out any activities which represent a material risk to the MRA or
MRASCo.
7.2
The Licensee will be given at least 20 Working Days notice of any requirement to
provide evidence or a site visit.
7.3
The Licensee shall reimburse MRASCo for the reasonable cost of carrying out the
audit in accordance with Schedule 2 of this Agreement.
7.4
The Licensee acknowledges and accepts that the audit fee referred to in Clause 7.3 of
this Agreement is subject to increase from time to time as determined by MEC and, if
such charge is increased, Clause 7.3 shall be deemed to be amended and the
Licensee shall be liable to pay the increased fee.
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8.1
LIABILITY
Notwithstanding anything else contained in this Agreement but subject to Clauses 8.5
and 8.6 neither Party shall be liable to the other for loss (whether direct or indirect) of
goodwill reputation profits business or business opportunities or anticipated savings or
for any special indirect incidental or consequential loss or damage whatsoever
(including without limitation loss or corruption of data, loss of programs, loss (whether
direct or indirect) of goodwill, reputation, profits, business or business opportunities or
anticipated savings) even if advised of the possibility thereof and whether arising from
negligence breach of contract breach of statutory duty or howsoever.
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MRASCo
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Licensee
8.2
Subject at all times to the provisions of Clause 8.6 the User hereby agrees to indemnify
MRASCo against any loss injury or damage actions claims proceedings demand cost
(including all legal costs and any compensation costs and disbursements paid by
MRASCo to compromise or settle any claim) occasioned to MRASCo by any claim
action or threatened proceedings which are the consequence or arise out of any
breach of Clauses 2 and 4.
8.3
Nothing in this Agreement shall limit or exclude either Party’s liability for death or
personal injury resulting from their own negligence or that of its employees, agents or
subcontractors or any other liability not capable of exclusion or limitation by reason of
statute.
8.4
Except as otherwise expressly provided in Clauses 4 and 8 all conditions, warranties,
terms, representations and undertakings expressed or implied, statutory or otherwise,
in respect of ECOES or Data are hereby expressly excluded.
8.5
The Licensee acknowledges and accepts that it shall not have any claim or entitlement
whatsoever or howsoever arising against MRASCo or any other person (including any
MRA Party or the ECOES Service Provider) in relation to or as a result of each or any
of the following:
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8.5.1
the provision, supply, receipt, obtaining and/or any delay or failure to provide,
supply, receive or obtain (in each case in whole or in part) any ECOES Data;
and
8.5.2
any corruption, omission, error, inaccuracy, incompleteness, unreliability, lack
of currency or lack of updating of or in any ECOES Data provided, supplied,
received or obtained pursuant to this Agreement.
TERMINATION AND SURVIVORSHIP
9.1
The Licensee may terminate this Agreement at any time upon 20 Working Days written
notice to MRASCo. This Agreement shall terminate immediately upon the expiration of
such notice.
9.2
Subject to both Parties agreeing, and notwithstanding Clause 9.3 which shall take
precedent, this Agreement may be renegotiated, amended via a Framework Variation
or terminated in advance of the earliest termination date by either Party giving such
notice in writing to the other Party as agreed between the Parties.
9.3
A Party (the “Initiating Party”) may terminate this Agreement with immediate effect by
notice to the other Party (the “Breaching Party”) on or at any time after the occurrence
of any of the following events:
9.3.1
the Breaching Party being in material breach of any of the material terms or
conditions of this Agreement and, if the breach is or was capable of remedy,
having failed to remedy the breach within 20 Working Days of receipt of a
notice from the Initiating Party giving full details of the breach, requiring the
Breaching Party to remedy the breach and stating that a failure to remedy the
breach may give rise to termination under this Clause 9;
9.3.2
the Breaching Party passing a resolution for its winding-up, or a court of
competent jurisdiction making an order for the winding-up or dissolution of the
Breaching Party;
9.3.3
the making of an administration order in relation to the Breaching Party or the
appointment of a receiver over, or an encumbrance taking possession of or
selling, the whole or any substantial part or parts of the Breaching Party’s
assets, rights, or revenues;
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MRASCo
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Licensee
9.3.4
the Breaching Party making an arrangement or composition with its creditors
generally or making an application to a court for protection from its creditors
generally;
9.3.5
the Breaching Party being unable to pay its debts within the meaning of
Section 123 of the Insolvency Act 1986.
9.4
Upon termination of this Agreement in accordance with Clause 9.1 or 9.2 the Licence
granted under Clause 2 shall terminate with immediate effect and the Licensee shall
cease to have the right to use ECOES / ECOES Data.
9.5
On termination of this Agreement the Licensee shall:
9.5.1
forthwith return to MRASCo all copies of ECOES Data or (if the copies are of
a media which are non-removable) delete all copies of ECOES Data in such a
way that they cannot be recovered; and
9.5.2
stop using ECOES / ECOES Data.
9.6
The Licensee shall not be entitled to reimbursement of the Licence Fee payable
pursuant to Clause 3 of this Agreement upon termination of this Agreement.
9.7
The provisions of Clauses 3.1, 6, 8, 9.4 and 9.7 shall survive the termination of this
Agreement.
9.8
Expiry or termination of this Agreement pursuant to this Clause 9 shall be without
prejudice to any other rights or remedies a Party may be entitled to hereunder or at law
and shall not affect any accrued rights or liabilities of either Party nor the coming into
force or continuance in force of any provision hereof which is expressly or by
implication intended to come into or continue in force on or after such termination.
10 INTELLECTUAL PROPERTY
10.1 The Licensee hereby acknowledges and agrees that as between MRASCo and the
Licensee Intellectual Property and other rights subsisting in or used in connection with
ECOES or ECOES Data as a whole and in the components of ECOES or ECOES Data
do not belong to the Licensee and are protected by copyright laws, national and
international, and all other applicable laws and the Licensee shall not acquire any
interest in Intellectual Property or any rights in it other than the rights granted hereby.
MRASCo’s rights under this Clause 10.1 shall be without prejudice to any other Party’s
rights of ownership of data as provided in the MRA.
11 AUTHORITY
11.1 Each Party warrants to the other that it has full power and authority to enter into this
Agreement.
12 GENERAL
12.1 This Agreement (as amended from time to time) contains the entire agreement and
understanding between the Parties relating to ECOES / ECOES Data and supersedes
any previous agreements, arrangements, undertakings or proposals, written or oral,
between them. No oral explanation or oral information given by either Party shall alter
the interpretation of this Agreement. Each Party confirms that, in agreeing to enter into
this Agreement, it has not relied on any representation save insofar as the same has
expressly been made a representation in this Agreement and agrees that it shall have
no remedy in respect of any misrepresentation which has not become a term of this
Agreement save that the agreement of the Parties contained in this Clause 13.1 shall
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MRASCo
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Licensee
not apply in respect of any fraudulent or negligent misrepresentation whether or not
such shall become a term of this Agreement.
12.2 Without prejudice to Clause 5, no addition to, or modification of, any provision of this
Agreement shall be binding on the Parties unless made by a written instrument and
signed by a duly authorised representative of each of the Parties.
12.3 The failure to exercise or delay in exercising a right or remedy under this Agreement
shall not constitute a waiver of the right or remedy or a waiver of any other rights or
remedies and no single or partial exercise of any right or remedy under this Agreement
shall prevent any further exercise of the right or remedy or the exercise of any other
right or remedy. The rights and remedies contained in this Agreement are cumulative
and not exclusive of any rights or remedies provided by law.
12.4 The invalidity, illegality or unenforceability of any provision of this Agreement shall not
affect or impact the continuation in force of the remainder of this Agreement.
12.5 Nothing in this Agreement shall be construed as creating a partnership or joint venture
of any kind between the Parties or as constituting either Party as the agent of the other
Party for any purpose whatsoever and neither Party shall have the authority or power
to bind the other Party or to contract in the name of or create a liability against the
other Party in any way or for any purpose.
12.6 Each Party undertakes with the other to use all its reasonable endeavours to give
effect to the spirit and intent of this Agreement.
12.7 . It is the User’s responsibility to refer to and comply with these terms and conditions
on accessing ECOES and MRASCo reserves all rights to take action against the User
should they fail to comply with the terms (as they may be amended from time to time).
12.8 Nothing in this agreement shall restrict MRASCo’s right to withdraw ECOES or any
component part included in it, although reasonable endeavours shall be used to give
the User notice of any such change.
13 PUBLICITY
13.1 Subject to Clause 13.2, neither Party shall, without the prior written consent of the
other, such consent not to be unreasonably withheld or delayed:
13.1.1
make any announcement, with respect to this Agreement, its subject matter,
the Services, or the conduct, performance or behaviour of a Party; or
13.1.2
use or refer to any trade mark, trade name or brand of the other Party.
13.2 For the purposes of publicising details of recipients of ECOES Data / access the
Licensee hereby agrees that MRASCo may publicise the Licensee’s company name
and address as detailed within this Agreement and as deemed appropriate by
MRASCo on the MRA website (www.mrasco.com).
14 NOTICES
14.1 Any notice, request or other communication to be made by one Party to the other
under or in connection with this Agreement shall be in writing and shall be delivered
personally or sent by first class post, courier, email (or other similar form of electronic
communication) or fax to that other Party as follows:
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MRASCo
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Licensee
14.1.1
if to MRASCo
Central Administration Service
MRASCo Ltd
c/o Gemserv
10 Fenchurch Street
London EC3M 3BE
Fax: 0207 090 1001
Email: [email protected]
14.1.2
if to the Licensee
[insert contact details]
or to any such other persons, addresses (physical or electronic) or fax numbers as may
from time to time be notified by one Party to the other.
14.2 Unless otherwise stated in this Agreement, a notice, request or other communication
given in accordance with Clause 14.1 shall be deemed to have been given:
14.2.1
if delivered personally, when left at the address referred to above (provided
that if it is delivered after 17:00 on a Working Day, it shall be deemed to be
given on the next following Working Day); or
14.2.2
if sent by post, 3 Working Days after the date of posting;
14.2.3
if sent by email, or some other form of electronic communication, on the
Working Day following that on which it is sent;
14.2.4
if sent by fax, upon production by the sender's equipment of a transmission
report indicating that the fax was sent to the fax number of the recipient in full
without error (provided that if it is sent after 17:00 on a Working Day, it shall
be deemed to be sent on the next following Working Day).
15 LAW AND JURISDICTION
15.1 This Agreement shall be governed by and construed in all respects and in accordance
with the laws of England and Wales and the parties hereby agree to submit to the nonexclusive jurisdiction of the courts of England and Wales.
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MRASCo
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Licensee
IN WITNESS the duly authorised representatives of the Parties have executed this
Agreement the day and year first before written.
Signed on behalf of MRASCo Limited
By:
Name:
…………………………………………….
Signed on behalf of [xxxx]
By:
Name:
…………………………………………….
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MRASCo
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Licensee
Schedule 1: Access Permission
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MRASCo
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Licensee
Schedule 2: Fees
[Schedule 2 would be constructed according to the commercial terms agreed between the
Parties]
The Licence Fee may comprise any one, or combination of, the following as agreed between
the Parties:
A. an amount payable prior to commencement and thereafter on the anniversary of the
Commencement Date, where appropriate;
B. a one-off charge;
C. a transaction charge.
In addition, the Licensee agrees to meet the reasonable audit costs associated with this
Agreement. The audit fees will be as agreed by MRASCo Ltd from time to time and
dependent upon all the circumstances that apply to the Licensee, and not limited to the
nature of the required access.
In the event this Agreement is terminate in accordance with clause 9.1 any fees paid by the
Licensee will not be refunded.
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MRASCo
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Licensee