MOBILE SERVICES AGREEMENT
DATED January 1st 2021
RECITALS
(A) MeterXpert Limited is a UK based SIM Card distributer
(B) Both Parties wish to enter into this Agreement to lay down the basis upon which MeterXpert Limited will provide mobile telecommunication SIM cards and associated communication services to the Customer.
1. OVERVIEW AND DEFINED TERMS
1.1 This Agreement summarises the relationship between the two companies together with the mobile telecommunication and SIM Card Services to be provided to the Customer.
1.2 Descriptions of each of the services provided relating to the supply and provision of Mobile Telecommunication and SIM Card Services are detailed at clause 2.1 and elsewhere within this document.
1.3 MeterXpert Limited will also provide the Support Services detailed in Clause 11 of this Agreement.
2. SERVICES & DURATION
2.1 Services Description
MeterXpert Limited will provide the Customer with SIM Cards for energy sub-meters located in the properties detailed in the Appendix to this Agreement. The SIM Cards will send meter readings to MeterXpert Limited automatically and MeterXpert Limited will collect the data and send this to Customer’s energy consultant. Without limitation, this shall enable the Customer and/or the Customer’s customers to:
(i) send and receive text messages;
(ii) initiate and operate data session; and
(iii) to perform other operations as agreed between the Parties from time to time.
2.2 The Customer will be charged a Service Fee on an annual basis for the SIM Card services prescribed above. The Service Fee will be paid by the Customer as set out in clause 2.6 below. The annual Service Fee for each property shall be the amount detailed in the column headed ‘TOTAL ANNUAL SERVICE FEE’ in the table at Appendix 1.
2.3 A software application is provided on the SIM Card that allows users of the SIM Card access to different mobile networks.
2.4 The Service Fee is fixed until 1 April 2020 save in the case that MeterXpert Limited can demonstrate an increase in the cost payable by them to third parties, including in respect of the cost of the network. In such circumstances, the parties shall use reasonable endeavours to agree a revised Service Fee to reflect such increase.
2.5 For the purposes of this Agreement the Term Period in respect of each property shall commence on the ‘Installation Date’ for that property as specified on the table in the Appendix and shall continue to and including 30 March 2020 whereupon it shall automatically renew on an annual basis until terminated by either party in accordance with clause 8.
2.6 The Service Fee and the Annual Remote Support Fee for each property shall be paid in advance. The first instalment, being a pro-rata amount for the period from and including the relevant Installation Date to and including 31 March 2019, shall, if not already paid, be made on the date of this Agreement. Thereafter the Service Fee and Annual Remote Support Fee shall be paid annually in advance on 1 April 2019 and in each subsequent year until termination of this Agreement.
2.7 If the Customer does not pay any undisputed Service Fee and/or Annual Remote Support Fee properly owed by the Customer and which has been invoiced by MeterXpert Limited by the date 30 days after the due date MeterXpert Limited reserves the right to cancel the SIM Card Contract by serving written notice on the Customer..
2.8 In consideration of MeterXpert Limited making the Services available to the Customer for the purposes of enabling the Customer to use the Services or provide services to its own customers, The Customer hereby undertakes to pay the Service Fee and the Annual Remote Support Fee to MeterXpert Limited in accordance with the terms hereof.
2.9 The Service Fee and the Annual Remote Support Fee are both exclusive of VAT and the Customer shall pay to MeterXpert Limited VAT in addition following receipt of a valid, properly addressed VAT invoice.
3. CUSTOMER OBLIGATIONS
3.1 The Customer may represent to third parties that it has a commercial relationship with MeterXpert Limited provided that the Customer undertakes at all times that in any written or verbal communication:
(a) it will not represent itself as MeterXpert Limited or an agent of MeterXpert Limited at any time; and
(b) it will comply with the obligations of confidentiality that it owes to MeterXpert Limited.
3.2 the Customer warrants that it will only use the Services to support the Customer’s services and, in any event, only in accordance with this Agreement.
3.3 In the event that any activity relating to this Agreement creates a position where MeterXpert Limited contracts or services with third parties (including Partner Networks) who are, in MeterXpert Limited’s reasonable opinion, in danger of suspension as a direct result of the Customer’s activity or the activity of any user then the Customer will at MeterXpert Limited’s reasonable instruction, suspend such parts of the Customer’s Services as are directly related to the activity causing the problem. In addition, MeterXpert Limited shall have the right (acting reasonably) to immediately suspend such parts of the Services directly related to the activity causing the problem, in the event that a suspension timescale with the Customer cannot be agreed. In this event, MeterXpert Limited will re-commence the provision of any suspended Services to the Customer only when in MeterXpert Limited’s reasonable opinion the situation has been rectified.
3.4 The Customer is responsible for the contents exchanged during the use of the Service by its users, even if it has been transmitted through the Parties’ respective networks.
4. MeterXpert Limited OBLIGATIONS
4.1 MeterXpert Limited will immediately notify the Customer in advance of any proposed changes to its network infrastructure which may affect the Services as soon as it becomes aware of the same.
4.2 MeterXpert Limited will provide the Services (comprising the Mobile SIM Services and the Support Services) to the Customer on the terms of and in accordance with this Agreement.
5. INVOICING AND PAYMENT
5.1 Invoices will be delivered by e-mail and/or post to the specified Customer addresses as defined at the time of the Original Contract or to any alternative address notified to MeterXpert Limited from time to time in such circumstances and will be deemed to be delivered.
5.2 All payments made by the Customer to MeterXpert Limited in relation to this Agreement shall be made by the Customer as provided herein.
6. CHANGE
6.1 The Customer may add additional properties and/or meters to the scope of this Agreement by giving notice to MeterXpert Limited. The parties will agree the Service Fee and the Annual Remote Support Fee which shall apply to such additional properties and/or meters, which for the avoidance of doubt shall be calculated on the same basis as the agreed Fees set out in the Schedule. Following the addition of such properties and/or meters, the parties will enter into such documentation as may be required (if any) to record such change.
6.2 If the Customer wishes to no longer receive Services at a particular property or meter, it may give notice to terminate in respect of that property and of meter in accordance with clause 7.1
7. EARLY TERMINATION
7.1 Either party may terminate this Agreement (in whole or in relation to a specific property or properties) at any time by giving the other Party not less than thirty (30) days’ written notice.
7.2 Upon termination of this Agreement (in whole or in relation to a specific property or properties), MeterXpert Limited refund to the Customer within 14 days of such termination any Annual Remote Support Fee which has been paid in advance by the Customer and which relates to any period after such termination date. For the avoidance of doubt, no part of the Service Fee shall be refunded.
7.3 Should the Customer terminate the Service Contract before 31 March 2020 a fee of GBP 10.00 per SIM Card will be charged to cover the cost of onward termination charges that are imposed by the Network Providers that MeterXpert Limited procure SIM Card Services from on behalf of the Customer.
8 CONSEQUENCES OF TERMINATION
Upon the termination of this Agreement for any reason:
(a) The Customer shall cease to promote, market, advertise or sell the Customer Service in respect to which this Agreement relates and to hold itself out as having any connection with MeterXpert Limited.
(b) subject as otherwise provided herein 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.
9. SUSPENSION OF SERVICE
If the Customer does not settle any undisputed Invoice within 30 days following the last date for payment pursuant to the payment terms agreed between MeterXpert Limited and the Customer then MeterXpert Limited reserve the right to:
(a) suspend provision of the Services immediately
(b) continue the suspension of the Services until all outstanding undisputed invoices have been settled in full by the Customer
11. SUPPORT SERVICES
11.1 First and Second line diagnostics support for all problems with the Services reported to the Customer by its users shall remain the responsibility of the Customer and the Customer will use reasonable endeavours to investigate and rectify incidents prior to contacting MeterXpert Limited.
11.2 MeterXpert Limited will at their own cost remotely diagnose and, unless such matters are caused by a network problem (in which case evidence , will use all reasonable endeavours to resolve Mobile Telecommunication and SIM Cards issues as soon as reasonably practicable after receiving notification from the Customer that the issue exists and in any event within 14 days.
11.3 In the event that the issue cannot be resolved remotely and in the event that the Customer does not have a valid On-Site Support Contract in place, MeterXpert Limited will provide the Customer with a quotation to resolve the issue where possible.
12 REPRESENTATION AND WARRANTIES
12.1 The Customer acknowledges that the Service has not been specifically designed to meet the Customer’s and/or user’s individual requirements.
12.2 Except as expressly provided in this Agreement and owing to the nature of telecommunications services and internet network, the Customer acknowledges that MeterXpert Limited provides no representations or warranties regarding the quality, reliability, timeliness, or security of the elements of the Service provided by third parties including the internet network. MeterXpert Limited does not represent or warrant that the internet network will be error-free, uninterrupted, free from unauthorized access (including AIT, party hackers or denial of service attacks), or that all messages will be delivered
12.3 MeterXpert Limited will provide the Customer with network notifications detailing any outages, maintenance and decommissioning of equipment that may impact signal as soon as reasonably practicable and will pass on to the Customer without delay any other relevant information provided to them by each mobile network operator .
13 FORCE MAJEURE
13.1 The following additional force majeure events will apply to this Agreement. MeterXpert Limited will not be liable to the Customer for failure to fulfil any of its obligations hereunder if such failure is due to causes beyond its reasonable control, including, without limitation, earthquake, embargo, catastrophe, sabotage, utility or transmission failures, governmental prohibitions, decrees or regulations, suspension/termination of service by major roaming partners, national emergencies, insurrections, riots, viruses, epidemics, failure of communication systems but excluding any events which are caused or contributed to by the acts or omissions of MeterXpert Limited (“Force Majeure Event”). The time for any performance required hereunder, will be extended by the delay incurred as a result of such Force Majeure Event.
13.2 The affected Party shall promptly notify the other Party in writing of the occurrence of a Force Majeure Event and the estimated extent and duration of its inability to perform its obligations.
13.3 Both Parties shall use reasonable commercial efforts to minimise the effects of a Force Majeure Event.
13.4 In the event that such Force Majeure Event continues without interruption for a period of sixty (60) days then either Party may terminate this Agreement, effective as of the date of receipt of the notification thereof by the other Party. Neither Party will be entitled to any compensation, damages, expenses etc. from the other party in connection with a Force Majeure Event
14 Third Party Data
14.1 By using our service, you agree that our technology partner, Perse Technology Ltd (Perse), can obtain and provide
us with industry information about your meters, including current, future and historical import and export generation and usage (including at a half hourly level), that you have a right to obtain and use under data protection laws. This may be up to 3 years and may include half-hourly data, where available. Perse may store this data for up to 8 years. Perse may create aggregated, anonymised data based on the information collected about these meter(s). This data helps to understand general load profiles in the energy sector, as well as energy trends. Perse may use this data to improve their services, or for other research and commercial purposes. Perse are data controllers for the purposes of providing these services and can be contacted at contact@perse.energy
14.2 Perse also uses the n3rgy data service https://data.n3rgy.com ) to interface with the national smart meter systems in order to collect, store, manage and share your Smart Meter data. This service uses the Smart Energy Code (https://smartenergycodecompany.co.uk/) Party credentials and Party ID of its parent, N3RGY LIMITED, incorporated and registered in England and Wales with the company number 11203504 whose registered office is at 4 Ovington Drive, Fleet, United Kingdom, GU51 1DF.
The Customer understands and agrees that, with respect to the Service:
(a) MeterXpert Limited will not be liable, whether in contract, tort, or strict liability, to Customer or Users for any Service not delivered where this is due to the act or omission of a third party, including, without limitation, network and/or service failures;
(b) MeterXpert Limited will not be liable to Customer for causes beyond its reasonable control;
