Terms and Conditions
Company Details
Cenex Consultancy Services, Holywell Building, Holywell Park, Ashby Road, Loughborough, Leicestershire, LE11 3UZ
Registered in England No. 12370236
Tel: 01509 642 500
Email: info@cenex.co.uk
Website: www.cenex.co.uk
Document Revisions
V0.1 - Initial Draft: Effective from 23-Aug-22
V1.0 - Release Version: Effective from 19-Oct-22
V2.0 - Updated Version: Effective from 1-Aug-22
Capitalisations in 4.4, 5.1, 9.8.
4.5 - clarification that Support Agreement is additional to this Agreement.
6.5 - addition of 'reasonably'.
9.10 - link to liability cap in Clause 17.
16.4 - addition of liability cap for Customers.
17.1 - update to reflect liability cap.
20.4 - update reference to 20.1.
Schedule 1 - change 'client' for 'Customer'
V3.0 - Updated Version: Effective from 9-Feb-24
Addition of definition of ‘non-customer user’
Expansion of definition of ‘user’ to include non-customer user
National EV Insight and Support (NEVIS) - Licensed End User Agreement
These pages together with the Cenex order form (Order Forms) tell you the terms and conditions on which we have agreed to provide our Service to you. Please read these terms and conditions carefully before ordering or using the Service. By ordering or using the Service you agree to be bound by this Agreement.
BETWEEN:
(1) Cenex Consultancy Services, a company registered in England under number 12370236, whose registered office is at Holywell Building, Holywell Park, Ashby Road, Loughborough, Leicestershire, LE11 3UZ (“the Service Provider, Cenex, we, us or our”) and
(2) the Customer as named in the Order Form(s) (“the Customer, you or your”)
WHEREAS:
(1) The Service Provider owns the proprietary rights in, hosts and provides access to the Service detailed in Schedule 1.
(2) The Customer wishes to access the Service described herein as hosted by the Service Provider under a non-exclusive Licence, from a remote location, in return for the payment of a Licence Subscription Fee to the Service Provider and subject to the terms and conditions of this Agreement.
1 How this Agreement is formed between the Service Provider and the Customer
1.1 You need to complete an order for the Service using the Order Form(s) (Order). The Order constitutes an offer by you to us to buy the Service. All orders are subject to acceptance by us, and we will confirm such acceptance to you by sending you an invoice and/or an email relating to your Order that confirms that we have accepted your Order (Order Confirmation). The agreement between us (Agreement) will only be formed when we send you the Order Confirmation.
2 Accepting the Terms
2.1 In order to use the Service, you must firstly agree to the Terms. You may not use the Service if you do not accept the Terms.
2.2 You can accept the Terms by simply using the Service. You understand and agree that Cenex will treat your use of the Service as acceptance of the Terms from that point onwards.
2.3 The Terms from a legally binding agreement between you (this includes your organisation, it’s employees Affiliates and Contractors) and Cenex in relation to your use of its Services.
2.4 The Terms apply to all Users of the Service.
2.5 If a separate Terms document has been drawn-up and signed, that document takes precedence over these Terms.
3 Definitions and Interpretation
3.1 In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:
“Affiliate” of a Party means any Person which, during the Term, is a subsidiary or sister company, or representative of that Party in which the relevant party, directly or indirectly owns more than 50% of the shares or is under common control;
“Agreement” the Order Forms(s) together with these Terms and Conditions and any schedules, annexes, appendices and documents reference in this Agreement;
“Authorised User” Means an employee of the Customer authorised by the Customer to use the service;
“Business Day” means any day other than Saturday or Sunday that is not a bank or public holiday or the period from 25 December to 1 January;
“Business Hours” means any time between 9:00 and 17:00 on a Business Day, during which the Service Provider is open for business;
“Commencement Date” means from the earlier of the date of the last signature to this agreement, the date detailed in the Order Form(s) or the date you first use the Service;
“Customer” as detailed in the Cenex Order Form(s);
“Customer Computer Systems” means the Customer’s computer hardware, firmware, software and communications infrastructure through and on which the Service is to be used;
“Data Protection Legislation” means all legislation in force in the UK from time to time relating to data protection and privacy including, but not limited to, the Data Protection Act 2018, EU Regulation 2016/679 General Data Protection Regulation (“GDPR”) and any other directly applicable EU regulation relating to data protection and privacy (for as long as, and to the extent that, EU law has legal effect in the UK) and any successor legislation relating to data protection and privacy;
“Group Company” Means in relation to a Party, a company that directly or indirectly controls, is controlled by, or is under common control with any subsidiary or holding company of that Party;
“Information Output(s)” Any information extracted from the NEVIS Insights Toolkit;
“Insights Toolkit” The service provided within NEVIS that provides the customer with qualitative and quantitative information on transport related topics;
“Intellectual Property Rights” means all vested contingent and future intellectual property rights including but not limited to goodwill, reputation, rights in confidential information, copyright, trade marks, logos, service marks, devices, plans, models, diagrams, specifications, source and object code materials, data and processes, design rights, patents, know-how, trade secrets, inventions, get-up, database rights, (whether registered or unregistered) and any applications or registrations for the protection of these rights and all renewals and extensions thereof existing in any part of the world whether now known or in the future created;
“Licence Subscription Fee” means the sums payable by the Customer in return for access to the Service in accordance with Clauses 6 of this Agreement;
“Marks” the trade marks, trade names or service marks belonging to the Service Provider;
“Order Form(s)” a Cenex order form completed by you or our Statement of Works signed by you, relating to the Service which shall be governed by these Terms and Conditions;
“Ordnance Survey” the national mapping agency for Great Britain, Explorer House, Adanac Drive, Southampton, SO16 0AS;
“Permitted Purpose” the meaning given to it in Schedule 1;
“Personal Data” As defined in the Data Protection Legislation;
“Professional Services” Means any bespoke services in addition to the standard Service, as detailed and agreed in the Order Form(s) and as governed by our Professional Services Agreement;
“Service” the National EV Insight and Support (NEVIS) Service as set out in Schedule 1 (including any Releases) as the same may from time to time be amended by agreement between the parties;
“Service Levels” the service levels as set out in Schedule 3;
“Sub-Processor” means a Cenex third party service provider, Group Company or Affiliate relied on by Cenex in order to provide the Service to the Customer;
“Term” as detailed in Clause 5;
“Territory” United Kingdom;
“User(s)” means an employee of the Customer who is an Authorised User and who shall, from time to time, access the Service.
“VAT” value added tax charges under English law for the time being and any similar additional tax.
3.2 Unless the context otherwise requires, each reference in this Agreement to:
3.2.1 “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;
3.2.2 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
3.2.3 “this Agreement” is a reference to this Agreement and each of the Schedules as amended or supplemented at the relevant time;
3.2.4 a Schedule is a schedule to this Agreement; and
3.2.5 a Clause, sub-Clause or paragraph is a reference to a Clause of this Agreement (other than the Schedules) or a paragraph of the relevant Schedule.
3.3 The headings used in this Agreement are for convenience only and shall have no effect upon the interpretation of this Agreement.
3.4 Words imparting the singular number shall include the plural and vice versa.
3.5 References to any gender shall include the other gender.
4 The Service
4.1 The Service Provider shall, with effect from the Commencement Date, provide the Service to the Customer on a non-exclusive basis for the duration of the Term of this Agreement and in accordance with the terms and conditions of this Agreement.
4.2 The Service to which the Customer shall have access to is defined in Schedule 1 to this Agreement.
4.3 The Service Provider shall provide access to the Service through the Cenex NEVIS webpage and shall use its best and reasonable endeavours to ensure that such access is available, without interruption during Business Hours. This undertaking shall be subject to the exceptions contained in Clauses 6, 18 and 21 of this Agreement.
4.4 Any Professional Services required by the Customer shall be provided under a Professional Services Agreement.
4.5 Any support shall be provided under a Support Agreement in addition to this Agreement.
5 Term
5.1 The Service will be provided by the Service Provider during the term of this agreement (the “Term"), which shall commence on the Commencement Date and shall continue for 12 months unless otherwise terminated in accordance with Clause 21 of this Agreement.
5.2 The Term may be renewed on the same terms and conditions as set out in this Agreement for a further period of 12 month provided that the Customer has properly observed and performed their obligations under this Agreement throughout the Term and has signed a valid Order Form for which the Customer has received an Order Confirmation from the Service Provider.
5.3 Each Term must be renewed before the end of the current Term in order to avoid interruption of the Service to the Customer.
5.4 Unless renewed in accordance with sub-clause 5.2 and 5.3 the Customer shall be off-boarded from the Service on expiry of the current Term per Clause 23.
5.5 The Service Provider accepts no liability to the Customer in relation to loss of Service or Scenario Outputs due to the expiry of the Term or a delay in renewal by the Customer.
6 Licence Subscription Fees and Payment (“Fees”)
6.1 The Fees due for the Service are as specified in the Order Form(s) (Order). Such Fees are to be charged plus VAT.
6.2 The Customer shall pay to the Service Provider all Fees due within 30 days of the date of the invoice from the Service Provider for the same.
6.3 In the event that the Customer does not pay all Fees due within the time period specified in sub-Clause 6.2 above, the Service Provider has the right to suspend the Customer’s use of the Service by whatever means it deems appropriate.
6.4 In the event that the Customer fails to pay under sub-Clause 6.3 then, without prejudice to sub-Clause 6.3, that amount shall bear interest from the due date until payment is made in full, both before and after any judgment, at 4% per annum over Barclays Bank plc’s base rate on a monthly basis from the due date of the payment until payment has actually been made. The Customer shall notify the Service Provider within 10 days of receipt of an invoice that an invoice is in dispute.
6.5 The Service Provider reserves the right to reasonably vary the Fees from time to time as it may deem appropriate. The Customer shall receive 30 days’ written notice of any such variation. Such variations shall take effect upon expiry of such notice.
7 On-Boarding
7.1 The On-Boarding process is as detailed in Schedule 2.
8 Service Licence
8.1 The Customer shall use the Service under a non-exclusive, non-transferrable licence, as set out in this Agreement. Unless otherwise agreed in the Order Form(s) this licence permits any employee of the Customer Organisation with an organisation email domain to access the Service, such access is only permitted through the Cenex NEVIS webpage.
8.2 All services, Information Outputs, software and data provided by the Service Provider are the property of the Service Provider unless otherwise stated and shall be covered by the terms of the licence included in this Agreement.
9 Service Terms of Use
9.1 The Service may only be used for the Permitted Purpose.
9.2 Under this Agreement, as indicated in sub-Clause 8.1 above, unless otherwise agreed in the Order Form(s) any employee of the Customer Organisation with an organisation email domain can access the Service, such access is only permitted through the Cenex NEVIS webpage.
9.3 The Service Provider shall make the Service available to the Authorised Users.
9.4 Should the Customer require additional Users, such an increase shall be permitted at the exclusive discretion of the Service Provider. The Service Provider reserves the right to increase Fees in the event of granting additional Users access.
9.5 Use by Non-Customer Users is not permitted under this Agreement in the absence of express written consent from the Service Provider, such consent not to be unreasonably withheld. The Service Provider may require such details as the reason that access to the Service is required by the Non-Customer User, details of the Non-Customer User and other information which may be specified from time to time.
9.6 The Customer is exclusively responsible for its use of the Service, including the conduct of individual Users (Users to include any authorised Non-Customer Users) and must ensure that all use is in accordance with this Agreement. The Customer shall notify the Service Provider immediately of any breaches of this Agreement by any Users or Non-Customer Users.
9.7 The Service Provider shall monitor the Customer’s use of the Service from time to time to ensure compliance with the terms and conditions of this Agreement and with the Reasonable Usage Policy annexed to this Agreement as Schedule 1. In the event that the Customer’s use of the Service exceeds levels deemed reasonable by the Reasonable Usage Policy, the Service Provider reserves the right to suspend the Service without giving notice to the Customer.
9.8 The Service provider is not responsible for the retention of Information Outputs, it is the responsibility of the Customer to retain any Information Outputs from the Service;
9.9 The Customer shall throughout the Term:
9.9.1 Use the Service solely for the Permitted Purpose, as detailed in Schedule 1, unless otherwise agreed in writing by the Service Provider;
9.9.2 Ensure that each User keeps their password confidential and that each User only uses their own User password when accessing the Service. The Customer acknowledges that they are responsible for keeping all User information provided to the Service provider for the provision of the Service accurate and up to date;
9.9.3 obey the Service Provider's reasonable instructions in relation to the intended use of the Service;
9.9.4 supply to the Service Provider such information and support as may enable the Service Provider to carry out its obligations under this Agreement;
9.9.5 comply with their obligations as set out in Schedule 2.
9.10 Subject to clause 16, the Customer shall indemnify and keep indemnified the Service Provider from and against any and all loss of fees and costs incurred by the Service Provider resulting from breach of this Agreement by the Customer including:
9.10.1 any act or neglect or default of the Customer, Customer Users and Non-Customer Users;
9.10.2 a successful claim by a third party in relation to breach of third party Intellectual Property Rights;
9.10.3 a claim by the third party data provider detailed in Schedule 1 with regard to a breach by the Customer of clause 9.10.3.
9.10.4 viruses and/or malware in the Service reasonably deemed to have originated from the use of the Service by the Customer, Customer User or Non-Customer User.
9.11 The Customer’s use of the Service shall be subject to the following limitations, any of which may be waived by the Service Provider giving their express written consent:
9.11.1 The Customer may not use the Service for the purpose of conducting the business of a Service Provider;
9.11.2 The Customer may not redistribute or reproduce the Service through any network;
9.11.3 The Customer may not allow any unauthorised third party to access the Service;
9.11.4 The Customer must acknowledge the Service Provider whenever any information is used from the Service.
10 Training
In the event that any Users require training in order to use the Service, it shall be the responsibility of the Customer to ensure that all Users are appropriately trained and to bear any costs associated with such training. The Service Provider shall not provide any training of any kind unless agreed in writing by the Service Provider.
11 Service Levels and Maintenance
11.1 As detailed in Schedule 3.
12 Customer Computer Systems
12.1 The Customer accepts that it is the responsibility of the Customer and not the Service Provider to ensure that the Customer Computer Systems are compatible with the Service prior to purchasing the Service.
12.2 In the event of any unauthorised access by the Customer of the Service, in breach of Clause 9 or otherwise the Service Provider shall be entitled to terminate access indefinitely or temporarily as it deems appropriate and to terminate this Agreement in accordance with Clause 21 below.
12.3 The Customer shall ensure that no Customer Computer Systems are connected to a third party ASP system or other service, communications system or network in such a way that the Service may be accessed by unauthorised third parties.
13 Intellectual Property
13.1 The Service Provider or its licensor is the owner or licensee of all Intellectual Property Rights forming part of the Service and Documentation (including the Marks).
13.2 Neither this Agreement nor any licence granted under this Agreement shall be construed to convey or transfer any ownership or proprietary interest in any Intellectual Property Rights in the Service, Documentation or the Marks to the Customer or any third party.
13.3 The Customer agrees that it will make no other copies of the Service nor any print outs of the Documentation save that it may make a reasonable number of copies of such but only to the extent and for the duration that is reasonable for the Permitted Purpose.
13.4 Except to the extent that the Service Provider cannot prohibit such acts by law, the Customer agrees not to translate, adapt, vary, modify, disassemble, decompile or reverse engineer the Service, the Information Output data, any other data and/or Documentation or create derivative works of the same for any purpose (including error correction or any other type of maintenance) without the Service Providers prior written consent.
13.5 The Customer undertakes to first consult the Service Provider regarding any data the Customer requires in order to achieve interoperability or to deduce underlying ideas and principles so that the Service Provider may consider making the same available to the Customer.
13.6 The Customer agrees that:
13.6.1 the Service and Documentation are the valuable property of the Service Provider and shall be treated as confidential as described under clause 14;
13.6.2 they will not sell, license, lease, rent, loan, lend, transmit, network, or otherwise distribute or transfer the Service and/or Documentation in any manner to third parties save as is expressly permitted otherwise in this Agreement; and
13.7 The Customer undertakes throughout the Term:
13.7.1 not to cause or permit anything which may damage or endanger the Service Provider's Intellectual Property Rights or the Service Provider's title to them or assist or allow others to do so;
13.7.2 to notify the Service Provider of any actual, threatened or suspected infringement of the Service Provider's Intellectual Property Rights;
13.7.3 to take such reasonable action as the Service Provider may direct at the expense of the Service Provider in relation to such infringements;
13.7.4 to compensate the Service Provider for any use by the Customer of the Service Provider's Intellectual Property Rights otherwise than in accordance with this Agreement;
13.7.5 to indemnify the Service Provider for any liability incurred from third parties for any use of the third parties Intellectual Property Rights, for third party data contained within the Service, otherwise than in accordance with this Agreement;
13.7.6 on the expiry or termination of this Agreement forthwith not to use the Intellectual Property Rights save for any Service already purchased under the terms of this Agreement.
14 Confidentiality
14.1 'Restricted Information' means any private, secret or confidential information which is disclosed by either party pursuant to or in connection with this Agreement (whether orally or in writing and whether or not such information is expressly stated to be confidential or marked as such).
14.2 Both parties shall at all times during the continuance of this Agreement and after its termination:
14.2.1 use their best endeavours to keep all Restricted Information confidential and accordingly not disclose any Restricted Information to any other person; and
14.2.2 not use any Restricted Information for any purpose other than the performance of its obligations under this Agreement; and
14.2.3 be responsible for the activities of any properly appointed sub-contractors or subsidiaries and undertake that they will be bound to the same extent of confidentiality as this clause.
14.3 The provisions of clause 14.2 shall not apply to:
14.3.1 any information in the public domain otherwise than by breach of this Agreement;
14.3.2 information in the possession of the receiving party before disclosure thereof by the disclosing party;
14.3.3 information obtained without restriction from a third party; and
14.3.4 information required to be disclosed by a court of competent jurisdiction, governmental body or applicable regulatory authority.
15 Warranty
15.1 The Service Provider does not warrant that the functions of the Service will meet any particular requirements or that their operation will be entirely error-free or that all program defects are capable of correction or improvement. All other warranties including any implied warranties of merchantability, satisfactory quality or fitness for purpose or ability to achieve a particular result are hereby excluded. In the absence of fraud, no oral or written information or advice given by the Service Provider or its agents or licensees shall create a warranty or give rise to any other liability other than is given in this Agreement.
15.2 The Service Provider does not warrant the accuracy of any projections outlined within the service or the accuracy of the publicly available datasets that are used in the service.
15.3 The Service Provider is not responsible for any decisions, or the outcome of any decisions taken by the Customer on the basis of information obtained through use of the Service.
16 Liability
16.1 The Service Provider shall not be liable to the Customer for any indirect or consequential loss the Customer may suffer even if such loss is reasonably foreseeable or if the Service Provider has been advised of the possibility of the Customer incurring it.
16.2 The Service Provider’s entire liability to the Customer in respect of any breach of its contractual obligations, any breach of warranty, any representation, statement or tortious act or omission including negligence arising under or in connection with this Agreement shall be limited to 125% of the fee paid to the Service Provider during the preceding 12 months.
16.3 Notwithstanding any other provision in this Agreement, the Service Provider’s liability to the Customer for death or injury resulting from the Service Provider’s own negligence or that of their employees, agents or sub-contractors shall not be limited.
16.4 The Customer’s entire liability to the Service Provider in respect of any breach of its contractual obligations, any breach of warranty, any representation, statement or tortious act or omission including negligence arising under or in connection with this Agreement shall be limited to £50,000 in any 12 month period.
17 Indemnity
17.1 Subject to clause 16.4, the Customer will fully indemnify the Service Provider against all costs, expenses, liabilities, losses, damages and judgments that the Service Provider may incur or be subject to as a result of any of the following:
17.1.1 The Customer’s misuse of the Service;
17.1.2 The Customer’s breach of this Agreement; or
17.1.3 The Customer’s negligence or other act of default.
17.2 The Service Provider shall be under no obligation to indemnify the Customer against any costs, expenses, liabilities, losses, damages and judgments that the Customer may incur or be subject to arising out of any matter covered by this Agreement.
18 Record Retention and Audit Rights
18.1 You agree to maintain accurate records regarding the use of the Service and the Information Output(s) to ensure compliance with our Agreement for 3 years after payment of the Licence Subscription Fee. The Service Provider has the right, at their own expense and on reasonable notice, to audit your records at your organisations premises to verify compliance with this agreement. Any audit shall occur within 3 years following the applicable Licence Subscription Fee payment. The Service Provider shall treat such records as confidential.
19 Force Majeure
19.1 Neither the Service Provider nor the Customer shall be liable for breaching this Agreement where that breach results from Force Majeure.
19.2 Force Majeure refers to any event that is beyond the reasonable control of the parties and includes, but is not limited to: power failure, internet service provider failure, industrial action, civil unrest, theft, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.
20 Termination
20.1 The Service Provider reserves the right to terminate this Agreement or to suspend the Service in the following circumstances:
20.1.1 If the Customer fails to pay Fees due under Clause 6 of this Agreement;
20.1.2 If the Customer is in breach of the terms of this Agreement;
20.1.3 If the Customer exceeds the Reasonable Usage Policy;
20.1.4 If the Customer becomes the subject of a voluntary arrangement under Section 1 of the Insolvency Act 1986;
20.1.5 If the Customer is unable to pay its debts within the definition of Section 123 of the Insolvency Act 1986; or
20.1.6 If the Customer has a receiver, manager, administrator or administrative receiver appointed over all or a substantial part of its undertakings, assets, or income; has passed a resolution for its winding up; or is the subject of a petition presented to a court for its winding up or for an administration order.
20.2 The Customer reserves the right to terminate this Agreement in the following circumstances:
20.2.1 If the Service Provider is in breach of the terms of this Agreement;
20.2.2 If the Service Provider becomes the subject of a voluntary arrangement under Section 1 of the Insolvency Act 1986;
20.2.3 If the Service Provider is unable to pay its debts within the definition of Section 123 of the Insolvency Act 1986; or
20.2.4 If the Service Provider has a receiver, manager, administrator or administrative receiver appointed over all or a substantial part of its undertakings, assets, or income; has passed a resolution for its winding up; or is the subject of a petition presented to a court for its winding up or for an administration order.
20.3 The Service Provider shall not provide a refund or credit note to the Customer for Termination under sub-clause 20.1.
20.4 The Service Provider accepts no liability to the Customer due to Termination or suspension of the Service due to this Clause 20.1.
20.5 Upon Termination of this Agreement for any reason:
20.5.1 all licences granted under the Agreement shall immediately terminate;
20.5.2 the Customer shall have no further right to use the Service or the Scenario Output(s);
20.5.3 the Customer will be off-boarded from the Service per Clause 23.
21 Termination Consequences On the termination of this Agreement for any reason:
21.1 Clauses that are necessary for the enforcement or interpretation of this Agreement shall survive, which shall include clauses relating to confidentiality and protection of Intellectual Property Rights; and
21.2 Subject as otherwise provided in this Agreement and to any rights or obligations which have accrued prior to termination, neither party shall have any further obligation to the other under this Agreement.
22 Customer Off-Boarding
22.1 The Customer Off-Boarding process is detailed in Schedule 2.
23 Data Protection
23.1 All Personal Data that the Service Provider may use will be collected, processed, and held in accordance with the Service Provider’s Privacy Policy
24 Notices
24.1 All notices under this Agreement shall be in electronic form to the registered email of the user.
24.2 Notices shall be deemed to have been duly given:
24.2.1 when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or
24.2.2 when sent, if transmitted by fax or e-mail and a successful transmission report or return receipt is generated; or
24.2.3 on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or
24.2.4 on the tenth business day following mailing, if mailed by airmail, postage prepaid.
24.3 In each case notices should be addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.
25 Relationship of Parties
Nothing in this Agreement shall create, or be deemed to create, a partnership, the relationship of principal and agent, or of employer and employee between the Service Provider and the Customer.
26 Assignment
Neither Party shall assign, transfer, sub-contract, or in any other manner make over to any third party the benefit and/or burden of this Agreement without the prior written consent of the other, such consent not to be unreasonably withheld.
27 Severance
The Parties agree that, in the event that one or more of the provisions of this Agreement is found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of this Agreement. The remainder of this Agreement shall be valid and enforceable.
28 Entire Agreement
28.1 This Agreement embodies and sets forth the entire agreement and understanding between the Parties and supersedes all prior oral or written agreements, understandings or arrangements relating to the subject matter of this Agreement. Neither Party shall be entitled to rely on any agreement, understanding or arrangement not expressly set forth in this Agreement, save for any representation made fraudulently.
28.2 Unless otherwise expressly provided elsewhere in this Agreement, this Agreement may be varied only by a document signed by both of the Parties.
29 No Waiver
The Parties agree that no failure by either Party to enforce the performance of any provision in this Agreement shall constitute a waiver of the right to subsequently enforce that provision or any other provision of this Agreement. Such failure shall not be deemed to be a waiver of any preceding or subsequent breach and shall not constitute a continuing waiver.
30 Non-Exclusivity
The relationship between the Parties under this Agreement is and shall remain non-exclusive. Both parties are free to enter into similar relationships with other parties.
31 Law and Jurisdiction
31.1 This Agreement shall be governed by the laws of England and Wales.
31.2 Any dispute between the Parties relating to this Agreement shall fall within the jurisdiction of the courts of England and Wales.
SCHEDULE 1 - Service – National EV Insight and Support (NEVIS)
1 Service Overview
NEVIS is a source of information on transport at a regional level across the UK. This service will help local authorities plan their Electric Vehicle Infrastructure (EVI) roll-out and develop strategies to transition to zero-emission vehicles. The service also provides advice on best-practice, options for networking, information on events and further support.
The Insights Toolkit sits within the Service and allows Users to access, download and use information developed by the Service Provider with the use of multiple data sources. Some of the topics included are:
• The current state of the vehicle parc, EVI, and road transport emissions (CO2e, PM¬10, NOX)
• Projected uptake of EVs and need for EVI
• Projected road transport emission benefits (CO2e, PM¬10, NOX) and estimated mitigated damage costs,
• Projected outline business case inputs for implementation.
2 Permitted Purpose
Unless otherwise agreed in writing with the Service Provider, the Service which includes any information Outputs(s) is licensed solely for the following Permitted Purpose:
• Internal business use by the Customer to plan their Electrical Vehicle charging infrastructure rollout for the Customers Local Authority Boundary.
• The development of policy or strategy relating to transport.
• The procurement of Electric Vehicle charging infrastructure.
The Information Outputs can be shared outside the Customer Organisation only with the explicit reference given to “NEVIS – © Cenex 2023” and with the date that the information was extracted from the Service.
3 Fair usage Policy and Service Restrictions
Each Customer using the Service is subject to a fair usage policy which is subject to the following limitations and service restrictions:
a) Any employee of the customers organisation that has the same email domain may sign up and access the Service.
4 Area Coverage
Local Authority Customers will be given access to information relating to the Local Authority boundary area they reside in and the country of which the local authority is based.
5 Information Output(s)
The Service will regularly be updated with new information and the values within the Insights Toolkit will change as new data becomes available. The customer must ensure that If information is exported from the Service:
a) The information is referenced and that the date the information was exported is also referenced.
b) A log is kept of what information has been exported and when to ensure that any information that is used is from the same version of the Service.
The Service Provider has the right to update the information at any point and will endeavour but is not obliged to advertise any changes to the User via the Service home page.
The Service Provider has exercised all reasonable skill and care in the performance of their services and shall be liable only to the extent they are in breach of such obligation. While the information is provided in good faith, the information presented in the Service must be subject to further investigation and take into account other factors not presented here. The Service provider shall not in any circumstances be liable in contract, or otherwise for:
a) any loss of investment, loss of contract, loss of production, loss of profits, loss of time or loss of use; and/or
b) any consequential or indirect loss sustained by the Customer or any third parties.
SCHEDULE 2 - Customer Onboarding and Offboarding
1 Overview
This section includes details for the following process:
• Onboarding
• Offboarding
2 Onboarding
Licence Subscription and Ordering
For each Licence Subscription Term each Customer must supply us with:
• A fully completed Order Form;
Set-up
Once we have received the Licence Subscription Fee and all necessary Ordering documentation:
• Your Customer account will be created in the Service and Users added to the account as detailed in the Order Form.
• Users will directed to the webpage where access to the service can be gained.
3 Offboarding
On termination of the Service for any reason the Service Provider shall for each Customer:
• Remove all User access to the Service.
SCHEDULE 3 - Service Levels and Maintenance
1 Service Level
The Service will be available 99% of the time during business hours including Scheduled and Unscheduled maintenance. This excludes Unscheduled maintenance due to a malicious attack or a third-party service provider on which the Service relies on.
2 Maintenance
We may interrupt the Service to perform emergency maintenance. In addition, we may interrupt the Service for schedules maintenance provided we supply a minimum of 1 weeks’ notice. We shall at all times endeavour to keep any service interruptions to a minimum.
SCHEDULE 4 - Data Protection Policy
The performance of this contract shall be subject to the Service Provider’s Privacy Policy, as found on its website.