App Terms & Conditions

THESE TERMS APPLY TO THE HEDGED APP NOT TO THE SUPPLY OF ENERGY BY TGP.  
ANY PROJECTED COST SAVINGS IN THE APP ARE BASED ON DATA PROVIDED BY THE CUSTOMER AND EXTERNAL THIRD PARTIES AND HEDGED HAS NO LIABILITY IN RESPECT OF THE SAME
HEDGED MAKES NO WARRANTY OR REPRESENTATION AS TO THE SUITABILITY OF TGP AS A POTENTIAL SUPPLIER OF ENERGY TO THE CUSTOMER

(A) Hedged introduces customers to TGP.
(B) Hedged has developed the Hedged App to enable companies to evaluate potential savings of changing energy supplier and energy supplier products (Demo Version) and monitor their use of energy supplied by TGP (Live Version).  Subscription Fees are payable by customers for the Live Version, which Hedged collects from TGP.
(C) The Customer wishes to use the Hedged App in its business operations.
(D) Hedged has agreed to provide and the Customer has agreed to take the Hedged App subject to the terms and conditions of this Agreement.

1.1 Interpretation
The definitions and rules of interpretation in this clause apply in this Agreement.

Authorised Users - those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Hedged App.

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

Confidential Information - information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 9.1.

Customer - the entity on whose behalf this Agreement was entered into.

Customer Data - the data inputted by the Customer, Authorised Users, or Hedged on the Customer's behalf for the purpose of using the Hedged App or facilitating the Customer's use of the Hedged App, excluding the Usage and Pricing Data.

Demo Version - the demonstration version of the Hedged App made available to the Customer for evaluation purposes.

Effective Date - the date of acceptance by the Customer of the terms of this Agreement.

Hedged - Flexible Energies Limited (company registration number 16336012) whose registered office is at 3rd Floor 86-90 Paul Street, London, England, EC2A 4NE.

Hedged App - the online software applications provided by Hedged.

Live Version - the fully operation version of the Hedged App which permits the Customer to view its energy usage.

Subscription Fees - the fees payable by customers to enable Hedged to access the products that are available to customers from TGP.

Subscription Term - means (a) for the Demo Version for 90 days (or longer if agreed); and (b) for the Live Version, the period during which TGP supplies the Customer with energy.

TGP - TotalEnergies Gas & Power Limited (company registration number 2172239) whose registered office is at Beech Gate, Kingswood Fields, Millfield Lane, Lower Kingswood, Tadworth, Surrey, England, KT20 6RP.

Usage and Pricing Data - the data provided by third parties relating to the Customer's energy usage and price.

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.

1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement.

1.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).

1.4 A reference to a company includes any company, corporation or other body corporate, wherever and however incorporated or established.

1.5 Unless the context otherwise requires, words in the singular includes the plural and in the plural includes the singular.

1.6 Unless the context otherwise requires, a reference to one gender includes a reference to the other genders.

1.7 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this Agreement.

1.8 A reference to a statute or statutory provision includes all subordinate legislation made as at the date of this Agreement under that statute or statutory provision.

1.9 A reference to writing or written includes email.

1.10 References to clauses and schedules are to the clauses and schedules of this Agreement; references to paragraphs are to paragraphs of the relevant schedule to this Agreement.

2.1 The Customer acknowledges that Subscription Fees are payable for the Live Version  which Hedged receives from TGP.

2.2 Subject to the restrictions set out in this clause 2 and the other terms and conditions of this Agreement, Hedged hereby grants to the Customer a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to access and use the Hedged App during the Subscription Term solely for the Customer's internal business operations.

2.3 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Hedged App that:

2.3.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
2.3.2 facilitates illegal activity;
2.3.3 depicts sexually explicit images;
2.3.4 promotes unlawful violence;
2.3.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
2.3.6 is otherwise illegal or causes damage or injury to any person or property;

and Hedged reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause.

2.4 The Customer shall not:

2.4.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement:

(a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Hedged App in any form or media or by any means; or

(b) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Hedged App;
2.4.2 access all or any part of the Hedged App in order to build a product or service which competes with the Hedged App; or

2.4.2 access all or any part of the Hedged App in order to build a product or service which competes with the Hedged App; or

2.4.3 use the Hedged App to provide services to third parties; or

2.4.4 subject to clause 20.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Hedged App available to any third party except the Authorised Users, or

2.4.5 attempt to obtain, or assist third parties in obtaining, access to the Hedged App, other than as provided under this clause 2; or

2.4.6 introduce or permit the introduction of, any Virus into the Hedged App or Hedged's network and information systems.

2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Hedged App and, in the event of any such unauthorised access or use, promptly notify Hedged.

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

3.1 Hedged shall, during the Subscription Term, provide the Hedged App to the Customer on and subject to the terms of this Agreement.

Each party shall comply with its data protection obligations set out in Schedule 1.

The Customer acknowledges that the Hedged App may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. Hedged makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Customer and the relevant third party, and not Hedged. Hedged recommends that the Customer refers to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. Hedged does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Hedged App.

6.1 In respect of the Live Version, Hedged shall provide the services substantially and with reasonable skill and care.

6.2 Hedged's obligations at clause 6.1 shall not apply to the extent of any non-conformance which is caused by use of the Hedged App contrary to Hedged's instructions, or modification or alteration of the Hedged App by any party other than Hedged or Hedged's duly authorised contractors or agents. If the Hedged App do not conform with the terms of clause 7.1, Supplier will, at its expense, use reasonable commercial endeavours to correct any such non-conformance promptly. Such correction constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 6.1.

6.3 Hedged:

1. 1. does not warrant that:
      1. the Customer's use of the Hedged App will be uninterrupted or error-free;
      2. the Hedged App and/or the information obtained by the Customer through the Hedged App will meet the Customer's requirements; or
      3. the Hedged App will be free from Viruses; and
   2. 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 Hedged App may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

6.4 The Customer acknowledges that the Demo Version is provided "as is" and expressly subject to the disclaimer in clause 11.2.2.

6.5 This Agreement shall not prevent Hedged from entering into similar agreements with third parties, or from independently developing, using, selling or licensing products and/or services which are similar to those provided under this Agreement.

6.6 Hedged warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement.

7.1 The Customer shall:

1. 1. provide Hedged with:
      1. all necessary co-operation in relation to this Agreement; and
      2. all necessary access to such information as may be required by Hedged;

in order to provide the Hedged App, including but not limited to Customer Data, security access information and configuration services;

7.1.2 without affecting its other obligations under this Agreement, comply with all applicable laws and regulations with respect to its activities under this Agreement;

7.1.3 carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, Hedged may adjust any agreed timetable or delivery schedule as reasonably necessary and Hedged shall not be liable for any failure to deliver any or all of the Hedged App to the extent caused by Customer’s delay;

7.1.4 ensure that the Authorised Users use the Hedged App in accordance with the terms and conditions of this Agreement and shall be responsible for any Authorised User's breach of this Agreement;

7.1.5 obtain and shall maintain all necessary licences, consents, and permissions necessary for Hedged, its contractors and agents to perform their obligations under this Agreement, including without limitation the Hedged App;

7.1.6 ensure that its network and systems comply with the relevant specifications provided by Hedged from time to time; and

7.1.7 be, to the extent permitted by law and except as otherwise expressly provided in this Agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Hedged's 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.

7.2 The Customer shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.

8.1 The Customer acknowledges and agrees that Hedged and/or its licensors own all intellectual property rights in the Hedged App. Except as expressly stated herein, this Agreement does not grant the Customer 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 Hedged App.

8.2 Hedged confirms that it has all the rights in relation to the Hedged App that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.

9.1 Confidential Information means all confidential information (however recorded or preserved) disclosed by a party or its Representatives (as defined below) to the other party and that party's Representatives after the date of this Agreement, including but not limited to:

9.1.1 any information that would be regarded as confidential by a reasonable business person relating to:

1. 1. the business, assets, affairs, customers, clients, suppliers, or plans of the disclosing party (or of any member of the group of companies to which the disclosing party belongs); and
   2. the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party (or of any member of the group of companies to which the disclosing party belongs); and
       
      9.1.2 any information developed by the parties in the course of carrying out this Agreement.
      
      Representatives means, in relation to a party, its employees, officers, contractors, subcontractors, representatives and advisers.

9.2 The provisions of this clause shall not apply to any Confidential Information that:

9.2.1 its disclosure by the receiving party or its Representatives in breach of this clause);

9.2.2 was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;

9.2.3 was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party's knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party; or

9.2.4 the parties agree in writing is not confidential or may be disclosed.

9.3 Each party shall keep the other party's Confidential Information secret and confidential and shall not:

9.3.1 use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with this Agreement (Permitted Purpose); or

9.3.2 disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this clause 11.

9.4 A party may disclose the other party's Confidential Information to those of its Representatives who need to know such Confidential Information for the Permitted Purpose, provided that:

9.4.1 it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and

9.4.2 at all times, it is responsible for such Representatives' compliance with the confidentiality obligations set out in this clause.

9.5 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of the disclosure as possible.

9.6 A party may, provided that it has reasonable grounds to believe that the other party is involved in activity that may constitute a criminal offence under the Bribery Act 2010, disclose Confidential Information to the Serious Fraud Office without first informing the other party of such disclosure.

9.7 Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party's Confidential Information other than those expressly stated in this Agreement are granted to the other party, or to be implied from this Agreement.

9.8 On termination or expiry of this Agreement, each party shall:

9.8.1 destroy or return to the other party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party's Confidential Information;

9.8.2 erase all the other party's Confidential Information from computer and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically and legally practicable); and

9.8.3 certify in writing to the other party that it has complied with the requirements of this clause, provided that a recipient party may retain documents and materials containing, reflecting, incorporating or based on the other party's Confidential Information to the extent required by law or any applicable governmental or regulatory authority and for audit purposes. The provisions of this clause shall continue to apply to any such documents and materials retained by a recipient party, subject to clause 12 (Termination).

9.9 No party shall make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

9.10 Except as expressly stated in this Agreement, no party makes any express or implied warranty or representation concerning its Confidential Information.

9.11 The above provisions of this clause 9 shall continue to apply after termination or expiry of this Agreement.

10.1 The Customer shall defend, indemnify and hold harmless Hedged 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 Hedged App, provided that:

10.1.1 the Customer is given prompt notice of any such claim;

10.1.2 Hedged provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and

10.2.3the Customer is given sole authority to defend or settle the claim.

11.1 The following definitions apply in this clause 13:

11.1.1 liability: every kind of liability arising under or in connection with this Agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise; and

11.1.2 default: any act or omission resulting in one party incurring liability to the other.

11.2 Except as expressly and specifically provided in this Agreement:

11.2.1 the Customer assumes sole responsibility for results obtained from the use of the Usage and Pricing Data, Hedged App by the Customer, and for conclusions drawn from such use. Hedged shall have no liability for any damage caused by errors or omissions in any Customer Data, information, instructions or scripts provided to Hedged by the Customer in connection with the Hedged App, any Usage and Pricing Data, or any actions taken by Hedged at the Customer's direction;

11.2.2 all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and

11.2.3 the Hedged App are provided to the Customer on an "as is" basis.

11.3 Nothing in this Agreement excludes the liability of Hedged:

11.3.1 for death or personal injury caused by Hedged's negligence; or

11.3.2 for fraud or fraudulent misrepresentation.

11.4 Subject to clause 11.2 and clause 11.3:

11.4.1 Hedged shall have no liability for any:

1. 1. 1. loss of profits,
      2. loss of business,
      3. wasted expenditure,
      4. depletion of goodwill and/or similar losses,
      5. loss or corruption of data or information, or
      6. any special, indirect or consequential loss, costs, damages, charges or expenses; 

11.4.2 to the fullest extent permitted by law Hedged excludes all liability for the Demo Version; and

11.4.3 Hedged's total aggregate liability to the Customer, in respect of all defaults relating to the Live Version shall not exceed £50,000.

11.5 Nothing in this Agreement excludes the liability of the Customer for any breach, infringement or misappropriation of Hedged’s Intellectual Property Rights.

12. 1This Agreement shall, unless otherwise terminated as provided in this clause 12, commence on the Effective Date and shall continue for the Subscription Term unless otherwise terminated in accordance with the provisions of this Agreement.

12.2 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:

12.2.1 the other party commits a material breach of any other term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;

12.2.2 the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or

12.3 the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

12.3.1 Hedged may terminate this Agreement immediately without cause on 30 days’ notice.

12.4 On termination of this Agreement for any reason:

12.4.1 all licences granted under this Agreement shall immediately terminate and the Customer shall immediately cease all use of the Hedged App;

12.4.2 each party shall return and make no further use of any equipment, property and other items (and all copies of them) belonging to the other party;

12.4.3 Hedged may destroy or otherwise dispose of any of the Customer Data in its possession unless Hedged receives, no later than ten days after the effective date of the termination of this Agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. Hedged shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by Hedged in returning or disposing of Customer Data; and

12.4.4 any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.

Neither party shall be in breach of this Agreement or otherwise liable for any delay or failure in the performance of its obligations for so long as and to the extent that such delay or failure results from events, circumstances or causes beyond its reasonable control. If the period of delay or non-performance continues for 30 days, the party not affected may terminate this Agreement by giving written notice to the affected party.

If there is an inconsistency between any of the provisions in the main body of this Agreement and the Schedules, the provisions in the main body of this Agreement prevail.

No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

16.1 A waiver of any right or remedy is only effective if given in writing [and shall not be deemed a waiver of any subsequent right or remedy].

16.2 A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.

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

18.1 If any provision or part-provision of this Agreement 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 this Agreement.

18.2 If any provision or part-provision of this Agreement is deemed deleted under clause 18.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

19.1 This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.

19.2 Each party acknowledges that in entering into this Agreement it does not rely on[, and shall have no remedies in respect of,] any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.

19.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this Agreement.

20.1 The Customer shall not, without the prior written consent of Hedged, assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement.

20.2 Hedged may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Agreement.

Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, 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).

22.1 This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

23.1 Any notice given to a party under or in connection with this Agreement shall be in writing and shall be:

23.1.1 delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

23.1.2 sent by email to the following addresses (or an address substituted in writing by the party to be served):

1. 1. 1. Hedged: dpo@hedged.energy
      2. Customer: as notified to Hedged during the onboarding process.
         
         23.2 Any notice shall be deemed to have been received:
         23.2.1 if delivered by hand, at the time the notice is left at the proper address;
         23.2.2if sent by next working day delivery service, at 9am on the second Business Day after posting; or
         23.2.3 if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.
         
         23.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the law of England and Wales.

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

DEFINITIONS

1. Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.

2. Data Protection Legislation:

1. To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of Personal Data.
2. To the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the Customer or Hedged is subject, which relates to the protection of personal data.
1. Domestic Law: the law of the United Kingdom or a part of the United Kingdom.
2. EU GDPR: the General Data Protection Regulation ((EU) 2016/679).
3. EU Law: the law of the European Union or any member state of the European Union. 
4. UK GDPR: has the meaning given in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

• DATA PROTECTION

1. Both parties will comply with all applicable requirements of the Data Protection Legislation. This Schedule is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.
2. The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the Controller and Hedged is the Processor. Annex 1 sets out the scope, nature and purpose of processing by Hedged, the duration of the processing and the types of Personal Data and categories of Data Subject.
3. Without prejudice to the generality of paragraph 1.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to Hedged and/or lawful collection of the Personal Data by Hedged on behalf of the Customer for the duration and purposes of this agreement.
4. Without prejudice to the generality of paragraph 1.1, Hedged shall, in relation to any Personal Data processed in connection with the performance by Hedged of its obligations under this agreement:
1. process that Personal Data only on the documented written instructions of the Customer unless Hedged is required by Domestic Law or EU Law to otherwise process that Personal Data. Where Hedged is relying on Domestic Law or EU Law as the basis for processing Personal Data, Hedged shall promptly notify the Customer of this before performing the processing required by the Domestic Law or EU Law unless the Domestic Law or EU Law prohibits Hedged from so notifying the Customer;
2. ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it); 
3. ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
4. not transfer any Personal Data outside of the UK or EEA unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:
1. the Customer or Hedged has provided appropriate safeguards in relation to the transfer;
2. the data subject has enforceable rights and effective legal remedies;
3. Hedged complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
4. Hedged complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;
5. assist the Customer, at the Customer's cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
6. notify the Customer without undue delay on becoming aware of a Personal Data Breach;
7. at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the agreement unless required by Domestic Law or EU Law to store the Personal Data; and
8. maintain complete and accurate records and information to demonstrate its compliance with this Schedule.
5. The Customer consents to Hedged appointing third-party energy data suppliers to process            f Personal Data under this agreement for the purposes of displaying energy usage on the App. Hedged confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement substantially on that third party's standard terms of business and in either case which Hedged confirms reflect and will continue to reflect the requirements of the Data Protection Legislation. As between the Customer and Hedged, Hedged shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this paragraph.

1. Annex 1 Processing, Personal Data and Data Subjects

• Processing by Hedged

• Scope 

Provision of Hedged App to measure TGP energy usage

• Nature of processing

Data collection and storage

• Purpose of processing

Measurement of energy usage

• Duration of the processing

Periods for which the services are being provided

• Types of Personal Data

Name and contact details of customer contacts

• Categories of Data Subject

Customer authorised users