UPDATED 18TH NOVEMBER 2024

By using this Portal, you confirm that you accept these Terms and Conditions and that you agree to comply with them. If you do not agree to these terms, you must not use the Portal.

1.1 The capitalised terms below shall have the following meanings in these Terms and Conditions.

Authorised Users: those employees of the Customer who are authorised by the Customer to use the Portal.

Bryt Energy: Bryt Energy Limited (company registration 10167351).

Customer: the user of the Portal and counterparty who has entered into the Supply Contract with Bryt Energy.

Customer Data: the data input by the Customer, Authorised Users, or supplied to Bryt Energy by the Customer and subsequently input by Bryt Energy on the Customer’s behalf for the purpose of using the Portal or facilitating the Customer’s use of the Portal.

Other Terms: means Bryt Energy’s privacy policy found here and Bryt Energy’s cookie policy found here and such other policies as Bryt Energy may notify to the Customer from time to time.

Portal: the provision of access and use of the online software applications provided by Bryt Energy to the Customer via the website notified to the Customer by Bryt Energy from time to time where the Customer may view certain Customer Data.

Supply Contract: means the supply contract between Bryt Energy and the Customer documenting the terms on which Bryt Energy will supply electricity to the Customer.

Virus: anything 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.

2.1 Subject to the Customer’s compliance with the Supply Contract, these Terms and Conditions, and the Other Terms, Bryt Energy hereby grants to the Customer for the duration of the Supply Contract a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to use the Portal for the duration of the Supply Contract solely for the Customer’s performance of its obligations under the Supply Contract and these Terms and Conditions.

2.2 In relation to the Authorised Users, the Customer undertakes that it shall (and shall procure that each Authorised User shall):

a) comply with any requirements, including acceptable use policies and instructions from Bryt Energy regarding the use of the Portal which are notified to the Customer from time to time;

b) promptly report any faults in the Portal to Bryt Energy in writing;

c) when using the Portal, always act in compliance with all applicable state, national, and international laws, rules and regulations relating to ethical and responsible standards of behaviour, including but not limited to those deal with human rights, environmental protection, corruption, fraud, anti-money laundering, applicable sanction regimes, and other economic crimes;

d) ensure that each Authorised User shall keep a secure password for use of the Portal, and that each Authorised User shall keep such password confidential;

e) maintain a written, up to date list of current Authorised Users and provide such list to Bryt Energy within five (5) business days of Bryt Energy’s written request at any time or times;

f) permit Bryt Energy or Bryt Energy’s designated auditor to audit (including to carry out inspections of) the Customer’s use of the Portal in order to establish the name and password of each Authorised User and audit compliance with these Terms and Conditions. Each such audit may be conducted no more than twice per annum, at Bryt Energy’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;

g) if any of the audits referred to in paragraph 2.2(f) 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; and

h) if an Authorised User is responsible for providing any password to an individual who is not an Authorised User at the date such password was provided, the Customer shall promptly change the password of that Authorised User and revoke that Authorised User’s access to the Portal.

2.3 The Customer (and each Authorised User) shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Portal that:

a) is unlawful, harmful, hateful, abusive, vulgar, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive or otherwise objectionable;

b) facilitates illegal activity;

c) depicts sexually explicit images;

d) promotes unlawful violence;

e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

f) is otherwise illegal or causes damage or injury to any person or property;

g) is invasive of another’s privacy, infringes any third party’s intellectual property rights or breaches any obligations of confidence; or

h) is not in the required format as specified by the Portal or otherwise communicated by Bryt Energy to the Customer,

and Bryt Energy reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s (or any Authorised User’s) access to any material that breaches the provisions of this paragraph 2.3 and revoke the Customer’s (or any Authorised User’s) access to the Portal.

2.4 The Customer shall not (and shall procure that each Authorised User shall not):

a) except as may be allowed by any applicable law which is incapable of exclusion by Supply Contract between the parties and except to the extent expressly permitted under these Terms and Conditions:

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

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

b) access all or any part of the Portal in order to build a product or service which competes with the Portal;

c) use the Portal to provide services to third parties;

d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, allow anyone to use or benefit from or otherwise commercially exploit, or otherwise make the Portal available to any third party except the Authorised Users;

e) attempt to obtain access to the Portal, other than as provided under this paragraph 2;

f) assist or attempt to assist third parties in obtaining access to the Portal;

g) introduce, permit the introduction of or omit to do anything that will prevent the introduction of any Virus or Vulnerability into Bryt Energy’s network and information systems; or

h) use the Portal for any activity that breaches any applicable laws or regulations and/or third-party rights or which would place Bryt Energy in breach of applicable laws or regulations and/or third-party rights.

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

2.6 The Customer acknowledges and agrees that the Portal has not been developed for and does not purport to meet the Customer’s individual requirements.

2.7 The Customer acknowledges and agrees that any open-source software (as defined by the Open-Source Initiative or the Free Software Foundation) provided by Bryt Energy (including any open-source software which is utilised in the Customer’s use of the Portal or incorporated into the Portal) is provided “as is” and, Bryt Energy excludes Bryt Energy of all liability in relation to the provision of such open-source software.

2.8 The Customer acknowledges that the Portal is provided and managed by third parties, the accuracy of the information on the Portal is provided on an “as is”, as available basis without any guarantee or warranties of any kind, whether express or implied given by Bryt Energy.

2.9 The Customer shall maintain systems to the minimum specification required to use the Portal, as described on the Portal or any relevant documentation and/or notified to the Customer by Bryt Energy from time to time.

2.10 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.

3.1 Any Customer Data shall remain the property of the Customer and the Customer hereby grants Bryt Energy a perpetual, royalty-free, non-exclusive licence to use such Customer Data for the provision of the Portal and Bryt Energy’s other business purposes. Bryt Energy may create derivative works using such Customer Data (such as aggregated anonymised usage data) and grant sub-licences in respect of such Customer Data.

3.2 Any personal data provided by the Customer to Bryt Energy using the Portal shall be treated in accordance with the Bryt Energy privacy policy found here as updated from time to time.

3.3 The Customer acknowledges and agrees that Bryt Energy and/or its licensors own all intellectual property rights in the Portal and all data, materials or documentation used in connection with the Portal or contained within the Portal (other than Customer Data). Except as expressly stated herein, these Terms and Conditions do not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Portal or such materials or documentation).

The Customer acknowledges that the Portal may contain links that enable or assist it to access the website content of, or correspond with third parties via third-party websites, in which event the Customer shall do so solely at its own risk. Bryt Energy 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 Bryt Energy. Bryt Energy 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. Bryt Energy does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Portal.

5.1 Bryt Energy shall, for the duration of the Supply Contract, use commercially reasonable endeavours to provide the Portal to the Customer subject to the terms of these Terms and Conditions.

5.2 The obligation at paragraph 5.1 shall not apply to the extent of any non-conformance which is caused by use of the Portal contrary to Bryt Energy’s instructions, or modification or alteration of the Portal by any party other than Bryt Energy or Bryt Energy’s duly authorised contractors or agents.

5.3 Bryt Energy provides the Portal on an “as-is” basis and:

a) does not warrant that:

i) the Customer’s use of the Portal will be uninterrupted or error-free;

ii) the Portal and/or the information obtained by the Customer through the Portal will meet any Customer requirements;

iii) the Portal will be free from Viruses; or

iv) the 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 Portal may be subject to limitations, delays and other problems inherent in the use of such communications facilities; and

c) gives the Customer no warranty or assurance about the contents of the Portal.

5.4 Bryt Energy may update or release new versions of the Portal and make amendments to related information at any time at its sole discretion.

6.1 The Customer shall:

a) ensure that all Customer related information provided in connection with the Portal including address and contact details are up-to-date, complete and accurate and in a format acceptable to Bryt Energy;

b) provide Bryt Energy with:

i) all necessary co-operation in relation to these Terms and Conditions; and

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

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

c) carry out all other Customer responsibilities set out in these Terms and Conditions 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, Bryt Energy may adjust any agreed timetable or delivery schedule as reasonably necessary;

d) ensure that the Authorised Users use the Portal in accordance with these Terms and Conditions and shall be responsible for any Authorised User’s breach of these Terms and Conditions;

e) obtain and maintain all necessary licences, consents, and permissions necessary for the Customer and its contractors and agents to perform their obligations under these Terms and Conditions (including without limitation in relation to the Portal) and the Customer shall comply with all applicable laws including but not limited to the Computer Misuse Act 1990 and the Data Protection Act 2018 (in each case, as may be amended, extended or re-enacted from time to time);

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

g) be, to the extent permitted by law and except as otherwise expressly provided in these Terms and Conditions, solely responsible for procuring, maintaining and security its network connections and telecommunications links from its systems to Bryt Energy or Bryt Energy’s suppliers’ data centres; and

h) be, to the extent permitted by law and except as otherwise expressly provided in these Terms and Conditions, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from 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.

6.2 Bryt Energy may suspend the Customer’s access to the Portal on written notice to the Customer if the Customer is in breach of any of its obligations under these Terms and Conditions and/or the Supply Contract. Bryt Energy will recommence the suspended services in the event that the Customer has remedied such breach unless Bryt Energy exercises its rights to revoke access to the services (including but not limited to access to the Portal) in accordance with these Terms and Conditions or terminates the Supply Contract in accordance with its terms.

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 Portal (including any data or information it inputs into the Portal).

8.1 Nothing in these Terms and Conditions limits or excludes Bryt Energy and the Customer’s liability for:

a) death or personal injury caused by negligence;

b) fraud or fraudulent misrepresentation;

c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); or

d) any other liability which cannot be limited or excluded by applicable law.

8.2 Subject to paragraph 8.1, Bryt Energy shall have no liability under or in connection with the Portal and/or these Terms and Conditions, whether in contract, tort (including negligence), for breach of statutory duty or otherwise, and Bryt Energy shall have no liability to the Customer for:

a) loss of profits;

b) loss of sales or business;

c) loss of agreements or contracts;

d) loss of anticipated savings;

e) loss of or damage to goodwill;

f) wasted expenditure;

g) loss of use or corruption of software, data or information; or

h) any indirect or consequential loss.

8.3 The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982, and all other warranties and conditions implied by law as to Bryt Energy’s performance of its obligations under these Terms and Conditions, are, to the fullest extent permitted by law, excluded from these Terms and Conditions.

All information exchanged via the Portal shall be deemed confidential information for the purposes of the Supply Contract and shall be treated in accordance with the terms regarding confidential information set out in the Supply Contract. The Customer shall procure that the Authorised Users comply with such confidentiality obligations.

If at any time any part of the Terms and Conditions (or any paragraph or sub-paragraph) is held to be or becomes void or otherwise unenforceable for any reason under any applicable law, the same shall be deemed omitted from these Terms and Conditions and the validity and/or enforceability of the remaining provisions of these Terms and Conditions shall not in any way be affected or impaired as a result of that omission.

11.1 These Terms and Conditions and any issues, disputes or claims arising out of or in connection with these Terms and Conditions (whether contractual or non-contractual) shall be governed by, and construed in accordance with, the laws of England.

11.2 All actions or proceedings (and any disputes or claims), which may arise out of or in connection with these Terms and Conditions (whether contractual or non-contractual) shall be subject to the exclusive jurisdiction of the courts of England and Wales (to which the parties irrevocably submit).