Partner customer invoice access feature by tem

By proceeding to access or use the Feature, you acknowledge and accept these Terms by and on behalf of the Broker you represent. If you do not agree, do not access or use the Feature. The Feature is offered solely for business use and should be read together with the Main Agreement.

1.    Scope, parties and acceptance

1.1 These Terms govern access to and use of the Feature made available by tem.

1.2 The Feature comprises the accessibility of customer invoices by the Broker and its Authorised User(s), together with any related web pages, application programming interfaces, downloads, Documentation, trial, preview, beta or early access functionality that we make available from time to time.

1.3 By proceeding to access or use the Feature, the Broker and each Authorised User acknowledge and accept and these Terms. If a person does not agree, that person must not access or use the Feature.

1.4 Each Authorised User confirms that they are at least 18 years old and authorised to bind the Broker. The Broker is responsible for each Authorised User and for their acts and omissions as if they were the Broker’s own.

1.5 The Feature is offered solely for business use. It is not offered to consumers acting wholly or mainly outside their trade, business, craft or profession.

1.6 These Terms supplement the Main Agreement. If there is a conflict:

(a) any negotiated data processing agreement forming part of the Main Agreement prevails over clauses 9 and 10 to the extent of the conflict;

(b) the Main Agreement prevails in relation to the underlying services, charges, payment obligations and invoice-dispute procedure; and

(c) these Terms prevail in relation to Feature access, credentials, permitted use, Early Access Components, Feature security and the allocation of responsibility for Authorised Users.

2.    Access grant and eligibility

2.1 Subject to continued compliance with these Terms and the Main Agreement, we grant each Authorised User a limited, personal, non-exclusive, non-transferable, non-sublicensable and revocable right to access and use the Feature solely for the Permitted Purpose during the period for which we enable access.

2.2 We decide eligibility, user numbers, features, data scope and access levels. We may accept, reject or delay any access request and are not obliged to provide a reason.

2.3 Access is granted only to the Broker and its Authorised Users. No Affiliate, adviser, service provider or other third party may access the Feature unless we have approved that person in writing. Access to the Feature does not extend to the Broker’s customers or any other end customer.

2.4 The Broker must provide complete and accurate registration information, keep it current, and promptly notify us of any change affecting eligibility or authority.

2.5 We may rely on nominations, instructions and contact details supplied by or apparently on behalf of the Broker. Unless required by law, we are not obliged to investigate the authority of a nominated user or the accuracy of a nominated email address.

3.   Permitted use and restrictions

3.1 The Broker and its Authorised Users may use the Feature and Customer Data only for their internal business administration, billing, reconciliation, record-keeping and the specific purposes stated in clause 6.2 (Permitted Purpose). The Broker must hold valid permissions from each customer before accessing Customer Data.

3.2 Except to the extent expressly permitted by law and incapable of contractual exclusion, the Broker must not:

(a) sell, license, distribute, disclose, publish, commercialise or make the Feature, Documentation or Customer Data available to any third party;

(b) use the Feature or Customer Data for marketing, advertising, profiling unrelated to the Permitted Purpose, data brokerage, benchmarking for publication, or to develop or support a competing product or service;

(c) copy, modify, translate, adapt, create derivative works from, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code, algorithms, models, structure or non-public interfaces of the Feature;

(d) scrape, crawl, spider, index or use bots, scripts, automated means or bulk extraction tools to access the Feature, except through an interface or export function that we expressly provide for that purpose;

(e) circumvent access controls, probe or test vulnerabilities, conduct penetration or load testing, interfere with service, introduce malicious code, or attempt to gain unauthorised access to any system, account or data;

(f)  remove or alter proprietary notices, misrepresent the source of Feature content, impersonate another person, share credentials, or permit concurrent use of an individual account;

(g)  upload, submit, transmit or use anything that is unlawful, infringing, inaccurate, misleading, defamatory, harmful or outside the scope of the Main Agreement; or

(h) access, use, copy or disclose data that is outside the Broker’s authorised scope, even if that data is technically visible or downloadable.

3.3 If any person becomes able to access data or functionality outside the authorised scope, the Broker must immediately stop access, preserve relevant evidence, notify us at the Support Contact, follow our instructions and securely delete any copies.

4.   Accounts, credentials and Broker controls

4.1 Each Authorised User must use only their own account and must keep passwords, magic links, and other credentials secret and secure. Credentials must not be shared, forwarded, reused by another person or stored in an insecure location.

4.2 The Broker is solely responsible for:

(a) selecting suitable Authorised Users and ensuring that access is limited to persons who need it for the Permitted Purpose;

(b) maintaining an accurate user list and reviewing access regularly;

(c) ensuring that each Authorised User uses secure devices, current software and appropriate organisational and technical safeguards;

(d) promptly requesting removal or amendment of access when a person changes role, leaves the Broker or no longer requires access; and

(e) all access and activity occurring through its accounts or credentials, whether or not authorised by the Broker, except to the extent directly caused by our breach of these Terms.

4.3 The Broker must notify us immediately at the Support Contact of any actual or suspected credential compromise, unauthorised access, security incident or misdirected disclosure, and must cooperate fully with our investigation and remediation.

4.4 We may require credentials to be reset, impose or change authentication controls, review or monitor access, and suspend any account while we investigate actual or suspected misuse.

4.5 Feature logs and audit records maintained by us are evidence of access and activity unless the Broker demonstrates manifest error. The Broker must not rely on the Feature as its only audit trail or record-keeping system.

5.    Feature operation, changes and early access

5.1 We may at any time add, remove, limit, correct, redesign, update or discontinue any data, feature, integration, access method or part of the Feature. We are not obliged to maintain backwards compatibility or any particular workflow.

5.2 An Early Access Component may be incomplete, inaccurate, unstable, unavailable or contain defects. It is provided for evaluation on an as is and as available basis and may be changed, suspended or withdrawn at any time without notice.

5.3 Any roadmaps, demonstrations, target dates and features described as planned, expected or coming soon by tem are indicative only, are not commitments and do not form part of any contract.

5.4 No service levels, availability targets, support response times, maintenance windows, credits or remedies apply to the Feature or any Early Access Component.

5.5 We may carry out maintenance and may suspend or restrict the Feature for security, legal, technical, operational or business reasons. Where reasonably practicable, we may give notice, but are not obliged to do so.

5.6 The Feature may depend on third-party hosting, identity, communications, analytics or other services. We do not control, endorse or accept responsibility for third-party services, their availability or their separate terms.

5.7 The Broker must maintain its own systems, connectivity, software, security and compatible devices required to access the Feature.

6.    The Feature

6.1 We may grant a Broker access at our discretion and subject to any eligibility criteria in the Main Agreement or notified by us.

6.2 The Broker may use the Feature only to:

(a) view, search and filter invoices relating to customers allocated to the Broker by us, including by site, service month, MPAN, invoice ID and status where those filters are provided;

(b)   view invoice breakdowns for those customers;

(c)  download individual invoice PDFs and authorised Banking Data and Backing Data; and

(d) carry out related internal billing, reconciliation and administrative activities.

6.3 Feature access does not include tender or procurement information, operational or commercial customer information outside clause 6.2, or any data, feature or service that we have not expressly allocated to the Broker.

6.4 Unless we notify otherwise, all Authorised Users within the same Broker may have the same access to the Feature’s data. The Feature does not promise to segregate or police access between individuals, teams or roles within the Broker. The Broker assumes all risk arising from its internal access decisions and must apply its own governance, confidentiality, least-privilege, data protection and retention controls to Banking Data and other downloaded Customer Data.

6.5 Banking Data and Backing Data are provided only for the Broker’s internal billing, reconciliation and record-keeping. The Broker must apply appropriate safeguards and any handling restrictions stated in the Documentation or Main Agreement.

6.6 The Feature is a convenience interface. Our issued invoices and underlying billing and accounting records are the definitive record. We may correct Feature display or data errors. A Feature error does not cancel or vary an invoice, payment due date or other obligation.

6.7 Any invoice query or dispute must be raised within the period and using the procedure in the Main Agreement. Accessing or using the Feature does not extend that period or waive any right.

6.8 Feature retention is not a records-management service. The Broker must download and retain copies required for its legal, tax, accounting or business purposes. We may archive or remove Feature records in accordance with the retention period notified through the Feature or our then-current policy. 

7.    Intellectual property, data rights and feedback

7.1 As between the parties, we and our licensors own all right, title and interest, including all Intellectual Property Rights, in and to the Feature, Documentation, visual design, software, databases, workflows, Usage Data and all related updates, enhancements and improvements. Except for the limited access right expressly granted under these Terms, no rights are transferred to the Broker and any Authorised User.

7.2 The Broker and the Authorised User retains any rights it has in Submitted Data and grants us, our Affiliates and subcontractors a worldwide, non-exclusive, sublicensable and royalty-free licence to host, copy, process, transmit, display, adapt and otherwise use Submitted Data to provide, secure, support, analyse and improve the Feature and the underlying services, comply with law and enforce our agreements. This license continues for as long as the Submitted Data is lawfully retained. Processing of Personal Data remains subject to clauses 9 and 10.

7.3 We own Usage Data and may use it for any lawful business purpose, including security, fraud prevention, analytics, benchmarking, and product improvement. We may retain, use and disclose Usage Data indefinitely where it has been aggregated or anonymised so that it does not identify the Broker or any individual.

7.4 The Broker assigns to us, with full title guarantee and by way of present assignment of present and future rights, all Intellectual Property Rights in Feedback. Where an assignment is ineffective, the Broker grants us a perpetual, irrevocable, worldwide, transferable, sublicensable, royalty-free licence to use and exploit the Feedback for any purpose, without restriction, attribution or payment.

7.5 The Broker warrants it has all rights and consents necessary to provide Submitted Data and Feedback and grant the rights in this clause.

     It must procure all permitted waivers of moral rights and execute documents reasonably requested to give effect to clause 7.4.

7.6 All rights not expressly granted are reserved. No right or license arises by implication. Without our prior written, the Broker must not use, copy, modify, exploit, register or challenge any Intellectual Property Rights belonging to us or our licensors, including the Feature, Documentation, software, databases, designs, trade marks, logos, domain names and branding, or anything confusingly similar. All resulting goodwill belongs to us, and any permitted use must cease when the Broker and the Authorised User(s) (as applicable) access or use of the Feature ends. This clause survives termination. 

8.   Confidentiality

8.1 Each party must keep confidential all non-public information disclosed by or on behalf of the other party that is marked confidential or ought reasonably to be understood as confidential. Our confidential information includes the non-public Feature, Documentation, security information, pricing, roadmaps, Customer Data, Intellectual Property Rights, and information relating to customers or partners.

8.2 A recipient may use confidential information only to exercise rights and perform obligations under the Main Agreement and these Terms, and may disclose it only to personnel and contractors, who need to know it and are bound by confidentiality obligations no less protective than this clause.

8.3 Clause 8 does not apply to information that the recipient can demonstrate was lawfully known without restriction owed to a third party, becomes public other than through breach, is received lawfully from a third party without restriction, or is independently developed without use of the confidential information.

8.4 A recipient may disclose confidential information to the extent required by law or a competent authority, provided that, where lawful and practicable, it gives prior notice and reasonable assistance.

8.5 The Broker must treat any out-of-scope or misdirected data as our confidential information, must not use or disclose it, and must comply with clause 3.3.

8.6 Unauthorised use or disclosure may cause irreparable harm for which damages are not an adequate remedy. We may seek injunctive or other equitable relief without limiting any other remedy.

9.   Data protection and information security

9.1 Each party must comply with Data Protection Laws applicable to its processing.

9.2 Unless the Main Agreement expressly states otherwise:

(a) we act as an independent Controller for account administration, access management, Feature security, service analytics, fraud prevention, legal compliance and our own billing and business records;

(b) the Broker acts as Controller for Personal Data it submits, selects, downloads, discloses or otherwise processes for its own purposes; and

(c) to the extent we process Personal Data solely on the Broker’s documented instructions as its Processor, clause 10 applies.

9.3 The Broker must ensure that it has all lawful bases, notices, permissions and authority needed for its processing and for our processing on its behalf. It must not instruct us to process Personal Data unlawfully or submit special category data unless expressly agreed in writing.

9.4 The Broker is responsible for the lawfulness, fairness, accuracy, minimisation, disclosure, retention and security of Personal Data that it accesses or downloads. Once downloaded to systems outside our control, that data is under the Broker’s sole control and responsibility.

9.5   We will process Personal Data for our Controller purposes in accordance with our privacy notice at https://www.tem.energy/privacy-policy/ . The Broker must make that notice available to Authorised Users and other relevant Data Subjects where required.

9.6  Each party must implement appropriate technical and organisational measures taking account of the nature, scope, context and purposes of processing and the risks to individuals. No system or transmission is completely secure, and we do not warrant that the Feature will prevent every security incident.

9.7   The Broker must not make public statements, contact regulators or notify Data Subjects about an incident attributed to us, except to the extent required by law.

10.   Data processing as Processor

10.1 This clause applies only to the extent we process Personal Data as a Processor on behalf of the Broker in connection with the Feature. It does not apply to processing for which we are an independent Controller. A negotiated data processing agreement in the Main Agreement prevails over this clause.

10.2 The processing particulars are: subject matter — provision, security, support and administration of the Feature and related underlying services; duration — the term of Feature access and thereafter until deletion or return in accordance with clause 10.9 and applicable retention cycles; nature — collection, recording, organisation, storage, retrieval, consultation, display, transmission, export, support, security monitoring, restriction, deletion and destruction; purposes — authentication and user administration, display and download of invoices, Banking Data, Backing Data and dashboards, support, security and performance of the Principal Agreement; Data Subjects — Authorised Users and the Broker’s personnel, customers, contacts, contractors, account holders, payers, payees and other individuals identified in Customer Data; Personal Data — names, business contact details, identifiers, access and audit logs, account and site identifiers, invoice information, transaction and payment references and remittance information. Special category data, criminal-offence data, children’s data and payment-card data are excluded unless expressly agreed in writing.

10.3 The Broker instructs us to process Personal Data as necessary to provide, secure, support and administer the Feature and underlying services in accordance with the Main Agreement, these Terms, the Broker’s use of configured functionality, and any further written instructions we accept. The Broker is responsible for ensuring that its instructions comply with Data Protection Laws. We may suspend processing or reject an instruction that we reasonably believe infringes Data Protection Laws or these Terms. 

10.4 Where we act as Processor, we shall:

(a) process Personal Data only on the Broker’s documented instructions, unless required by applicable law, in which case we shall notify the Broker before processing unless the law prohibits notice;

(b)  ensure that persons authorised to process Personal Data are subject to appropriate confidentiality obligations;

(c)  implement technical and organisational measures appropriate to the risk in accordance with Article 32 UK GDPR;

(d) taking account of the nature of processing, assist the Broker through appropriate technical and organisational measures, insofar as possible, to respond to Data Subject requests;

(e) taking account of the nature of processing and information available, provide reasonable assistance with security, Personal Data Breach notification, data protection impact assessments and prior consultation obligations;

(f) notify the Broker without undue delay after becoming aware of a Personal Data Breach affecting Personal Data processed as Processor; and

(g) make available information reasonably necessary to demonstrate compliance with Article 28 UK GDPR, subject to clause 10.8.

10.5 A notification or assistance under this clause is not an admission of fault or liability. The Broker remains responsible for determining whether notice to a regulator or Data Subject is required. We may charge reasonable fees for assistance under clauses 10.4(d) and 10.4(e), except to the extent the assistance is required because of our material breach of this clause.

10.6 The Broker gives general written authorisation for us to appoint Affiliates and third-party sub-processors. We shall impose data protection obligations on each sub-processor that provide substantially equivalent protection for the relevant processing and remain responsible for the sub-processor’s performance. 

10.7 We may process Personal Data in, or transfer it to, countries outside the United Kingdom where permitted by Data Protection Laws and subject to a lawful transfer mechanism. The Broker authorises us to enter into and use the applicable transfer mechanism on its behalf where necessary for the approved processing.

10.8 We shall maintain appropriate technical and organisational measures designed to protect Personal Data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access, taking account of the state of the art, implementation cost, processing and risk. Any security description or certification supplied separately is informational and does not create a warranty or service level unless expressly incorporated into the Main Agreement.

10.9 At the end of the relevant processing, we shall, at the Broker’s choice communicated before termination, return or delete Personal Data processed as Processor, unless applicable law requires storage. Where standard Feature functionality permits export, making that functionality available during the term satisfies the return obligation. If the Broker does not communicate a choice before termination, it instructs us to delete the Personal Data in accordance with our standard retention and deletion cycle. Personal Data in backups or archives may be retained until overwritten in the ordinary course, provided it is put beyond normal use, protected in accordance with this clause and not restored except for disaster recovery or legal compliance.

11.  Broker warranties and tem disclaimers

11.1 The Broker warrants and undertakes that:

(a) it has authority to enter into and perform these Terms and the Main Agreement;

(b) its nominations, instructions, Submitted Data and use of the Feature are accurate, lawful and within the rights granted to it;

(c) it and each Authorised User will comply with these Terms, the Documentation and applicable law;

(d) it will not rely on the Feature as its only copy of any record, invoice, data or communication; and

(e) it will independently verify Feature data before making payments, reporting, tax, accounting, regulatory or other material decisions.

11.2   To the fullest extent permitted by law, the Feature, Documentation, Customer Data, downloads and Early Access Components are provided as is and as available. We exclude all express, implied and statutory conditions, warranties, representations and other terms, including as to satisfactory quality, fitness for purpose, accuracy, completeness, availability, compatibility, security, non-infringement and results.

11.3  We do not warrant that access will be continuous, timely, error-free or free from harmful code; that data will be retained or recoverable; that defects will be corrected; or that the Feature will meet the Broker’s requirements or legal obligations.

11.4  Information in the Feature is supplied for convenience and is not legal, tax, accounting, financial or other professional advice. The Broker is responsible for obtaining its own advice.

11.5  Each party acknowledges that it has not relied on any statement not expressly set out in the Main Agreement or these Terms. Nothing in this clause limits liability for fraud or fraudulent misrepresentation.

12.    Broker indemnities

12.1 The Broker shall indemnify and keep indemnified the tem Indemnified Parties against all losses, liabilities, damages, costs, expenses, fines and penalties (to the extent lawfully recoverable) and reasonable legal and professional fees suffered or incurred arising out of or in connection with:

(a) any breach by the Broker or an Authorised User of clauses 3, 4, 7, 8, 9 or 10;

(b) any unlawful, infringing, inaccurate or unauthorised Submitted Data, instruction, disclosure, download or use;

(c) any claim by an Authorised User, customer, Data Subject or third party arising from the Broker’s nomination, access decisions, misuse, disclosure or failure to revoke access;

(d) any security incident, credential compromise or access to Customer Data originating from the Broker’s systems, personnel, accounts or failure to comply with clause 4;

(e) any allegation that Submitted Data or our permitted use of it infringes Intellectual Property Rights, privacy rights, confidentiality or other third-party rights; or

(f) the Broker’s breach of applicable law, including Data Protection Laws, sanctions or export controls.

12.2  We may control the defence and settlement of an indemnified matter. The Broker must provide prompt assistance and must not admit liability or settle without our prior written consent. 

13.    Limitation of liability

13.1  Nothing in these Terms excludes or limits liability of a tem Indemnified Party for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be lawfully excluded or limited.

13.2  Subject to clause 13.1, to the maximum extent permitted by law, no tem Indemnified Party has any liability whatsoever, and all liability is excluded in full, for any loss, damage, cost, expense or claim arising out of or in connection with the Feature (including any Early Access Component and Documentation), these Terms or their subject matter, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise. This exclusion applies whether the liability is direct or indirect, foreseeable or unforeseeable, and includes liability arising from any failure, defect, interruption, inaccuracy, or unavailability of the Feature or reliance on Featured data, an Early Access Component, a third-party service, connectivity, the Broker’s and the Authorised User’s systems or credentials, or use outside of the Permitted Purpose.  

13.3 Without limiting clause 13.2, no tem Indemnified Party is liable for any delay or failure caused by circumstances beyond its reasonable control, including internet or utility failure, cyberattack, third-party service failure, labour dispute, epidemic, governmental action or failure of the Broker’s and the Authorised User’s systems or suppliers. 

13.4 This clause reflects the allocation of risk between the parties and the fact that the Feature is provided free of charge.

14.    Suspension, termination and consequences

14.1  We may immediately suspend, restrict or revoke any access, in whole or in part, if we reasonably consider that:

(a) the Broker or an Authorised User has breached these Terms or the Main Agreement;

(b) access creates or may create a security, legal, regulatory, reputational, credit or operational risk;

(c)  credentials are compromised, data may have been misdirected, or activity appears unauthorised or abusive;

(d)  suspension is requested by a competent authority or reasonably required by law;

(e)   the Main Agreement expires or terminates; or

(f)   suspension is reasonably required for maintenance, service change or protection of the Feature or any third party.

14.2  We are not liable for suspension or revocation carried out under these Terms.

14.3 We may discontinue the Feature or terminate these Terms for convenience by giving notice through the Feature or to a Broker contact. We may terminate immediately for any ground in clause 14.1.

14.4 The Broker may terminate its Feature access by ceasing use and requesting account closure, but this does not terminate or affect the Main Agreement.

14.5 On suspension, expiry or termination, the access licence ends immediately. The Broker must stop use, must not attempt to regain access and, if requested, must return or securely delete Customer Data, except to the extent retention is required by law.

14.6 We are not obliged to retain or provide access to Feature data after termination. Data is handled in accordance with applicable law, the Main Agreement, clause 10.9 and our retention policies.

14.7 Clauses 1, 3.3, 4.5, 6.6 to 6.8, 7 to 13, 14.5 to 14.7, 18, 17, to 21, together with any provision intended by its nature to survive, continue after termination.

15.    Changes to these Terms

15.1  We may update these Terms from time to time.  A copy of the updated Terms will be made available on the Feature. 

15.2  Continued access or use of the Feature constitutes acceptance of the updated Terms. If the Broker does not agree, its sole remedy is to stop using the Feature and request account closure.

16.     Monitoring, audit and compliance

16.1  We may monitor use of the Feature to operate, secure, improve and enforce it, investigate suspected misuse and comply with law. Monitoring may include automated analysis of access, downloads, device and network information.

16.2 On reasonable request, the Broker must provide information and records sufficient to demonstrate compliance with these Terms. We may audit compliance at our sole discretion.

16.3 The Broker must reimburse our reasonable audit and remediation costs if an audit identifies a material breach, unauthorised access or material inaccuracy in information supplied to us.

16.4 The Broker must comply with applicable anti-bribery, sanctions, trade and export-control laws and must not permit access from a prohibited territory or by a prohibited or sanctioned person.

17.    Notices and communications

17.1  Operational messages, security alerts and notices under these Terms may be sent to the email address associated with an account, a Broker contact, or displayed in the Feature. The Broker must keep those details current.

17.2 A notice by email is deemed received at 9:00 a.m. on the next Business Day after transmission, unless the sender receives an automated failure notice. A Feature notice is deemed received when first displayed to an Authorised User.

17.3 Formal notices to us must be sent to Tem-Energy Limited, The Engine Room, 18 The Power Station, Battersea Power Station, Circus Road South, Nine Elms, London SW11 8BZ, copied to legal@tem.energy.

18.     Assignment and subcontracting

18.1  The Broker may not assign, transfer, charge, declare a trust over or otherwise deal with any right or obligation under these Terms without our prior written consent.

18.2 We may assign, transfer, novate or otherwise deal with these Terms, in whole or in part, at our sole discretion.

18.3 We may use Affiliates and subcontractors to exercise rights and perform obligations. We remain responsible for our contractual obligations, subject to these Terms.

19.    General

19.1 The Main Agreement, these Terms and documents expressly incorporated by reference constitute the entire agreement relating to the Feature and supersede prior discussions, statements and representations about it.

19.2 A delay or failure to exercise a right is not a waiver. A waiver is effective only in writing and only for the specific circumstances stated.

19.3 If any provision is illegal, invalid or unenforceable, it is deemed modified to the minimum extent necessary to make it enforceable. If modification is not possible, it is deleted without affecting the remaining provisions.

19.4 The parties are independent contractors. Nothing creates a partnership, joint venture, agency, fiduciary relationship or authority to bind the other party.

19.5 The tem Indemnified Parties may enforce clauses 7, 8, 12 and 13 under the Contracts (Rights of Third Parties) Act 1999. Otherwise, a person who is not a party has no right to enforce these Terms. The parties may vary or rescind these Terms without the consent of any third party.

20.     Governing law and jurisdiction

20.1 These Terms and any non-contractual obligations arising out of or in connection with them are governed by the laws of England and Wales.

20.2  The courts of England and Wales have exclusive jurisdiction to determine any dispute arising out of or in connection with the Feature or these Terms, including any non-contractual dispute.

20.3   Nothing prevents us from seeking interim, injunctive or protective relief in any court of competent jurisdiction.

21.    Definitions and interpretation

21.1  In these Terms:

(a) Affiliate means any entity that directly or indirectly controls, is controlled by, or is under common control with a party;

(b)  Authorised User means an individual whom the Broker nominates and whom we permit to access the Feature;

(c)  Backing Data means data files or exports supporting an invoice, as described in the Feature or Documentation;

(d) Banking Data means payment and/or transaction status made available through the Feature, as described in the Feature or Documentation;

(e) Broker means the brokerage or intermediary organisation that we permit to access the Feature and on whose behalf an Authorised User accesses the Feature;

(f)  Business Day means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;

(g) Customer Data means invoices, Banking Data, Backing Data, account dashboards and other information relating to customers allocated to the Broker by us, made available through the Feature; 

(h)  Data Protection Laws means all laws relating to privacy, electronic communications and the processing of Personal Data that apply to a party, including the UK GDPR, the Data Protection Act 2018 and the Privacy and Electronic Communications (EC Directive) Regulations 2003 (PECR), in each case as amended or replaced;

(i)  Documentation means any user instructions, policies (including those related to acceptable use) and/or technical information that we make available for the Feature; 

(j)  Early Access Component means any component of the Feature which is identified as alpha, beta, pilot, preview, trial, early access, or similar;

(k) Feature means the Partner Customer Invoice Access feature described in clause 6, together with the items described in clause 1.2;

(l)   Feedback means ideas, suggestions, test results, comments or other feedback concerning the Feature;

(m) Intellectual Property Rights means patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up and goodwill, rights in designs, database rights, rights in software, confidentiality rights, know-how and all other intellectual property rights, whether registered or unregistered, including applications, renewals and extensions;

(n)  Main Agreement means any broker or partner agreement governing the underlying relationship between the Broker and us;

(o) Permitted Purpose means the Broker’s internal business administration, billing, reconciliation and record-keeping and the activities set out in clause 6.2;

(p) Submitted Data means information, content and Personal Data submitted to the Feature by or for the Broker, including nominated-user details, but excluding Feedback;

(q) Support Contact means hello@tem.energy, or such other support contact as we notify through the Feature; 

(r)  tem means Tem-Energy Limited, incorporated in England and Wales under company number 13499591, with registered office at The Engine Room, 18 The Power Station, Battersea Power Station, Circus Road South, Nine Elms, London SW11 8BZ. References to ‘we’, ‘us’ or ‘our’ will be construed accordingly;

(s) tem Indemnified Parties means us, our Affiliates, licensors, suppliers and each of their officers, employees and contractors; 

(s)   Terms means these Terms of Use; and

(t)  Usage Data means technical, diagnostic, security, audit and usage information generated from the operation or use of the Feature; 

21.2  Controller, Processor, Data Subject, Personal Data, Personal Data Breach and processing have the meanings given in applicable Data Protection Laws.

21.3  References to including or for example are illustrative and do not limit the preceding words. A requirement not to do something includes not permitting or assisting it to be done. References to writing include email and notices within the Feature.

21.4  Headings do not affect interpretation.