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.