Our Programme Agreement  - We will keep it easy!

Accept - Decline

Terms and Conditions

Introduction
This YOUR Service Agreement ("Agreement") which is made by and agreed to between Energylinx Limited, Hilton House, Whins Road, Alloa, FK10 3SA ("ENERGYLINX"), and you ("YOU"), subject to ENERGYLINX’s acceptance of YOU into the Program. ENERGYLINX has created a domestic energy comparison service (the “Service”) which covers a number of European countries. The Service is provided via the ENERGYLINX web platform or inbound contact centre to YOU depending on what is agreed between ENERGYLINX and YOU.

By offering these services to your customers either using a link to the ENERGYLINX web site, a dedicated white label web site or via our bespoke contact centre  you may earn financial compensation ("Payments") for "Energy Transfers" (actions where a customer arranges to transfer energy tariff or supplier to an alternative supplier/tariff). Energylinx compensates YOU, in accordance with this Agreement and the Program Payment specifications.

1. Participation in Programs.
(a) Acceptance by ENERGYLINX. ENERGYLINX reviews each application to join the Program on its own merits and will confirm in writing acceptance to join the program and associated fees related to each energy transfer arranged as a result of using the Service.
(b) Program Terms. ENERGYLINX shall write to YOU following YOUR application to join the Program and will provide full details of the Service. Transfers qualifying for a Payment are defined by ENERGYLINX . ENERGYLINX may change any Payment rate upon no less than 14 days written notice through the Service with effect from the 15th day (or such later date as specified by ENERGYLINX).
(c) Additional Terms.  ENERGYLINX and YOU may agree to contract under different Terms than as noted here. These terms will be formalized in writing and until such time as those terms have been agreed and signed by Parties the Terms within this Agreement will apply.
(i) Locations. YOU may not place Links to the Service in third party newsgroups, message boards, blogs, unsolicited email and other types of spam, link farms, counters, chatrooms, or guestbooks. If YOU are using IRC channels, instant messages or similar Internet resources must designate their program as special requiring manual review and acceptance by Energylinx.
(ii) Non-Bona Fide Transactions. YOU must promote Energylinx or Energy Suppliers such that YOU do not mislead the Visitor, and such that the Links deliver bona fide Transfers to Energylinx from the Link. YOU shall not cause any Transactions to be made that are not in good faith, including, but not limited to, using any device, program, robot, i-frames, or hidden frames. YOU may or may not be compensated for Transactions where YOU or YOUR agent are the Visitor. Multiple Leads from the same individual, entity or IP address may be considered non-bona fide Transactions. YOU shall not earn Payments for non-bona fide Transactions.
(iii) Infringement. None of YOUR promotional activities may infringe either ENERGYLINX’s or an Energy Suppliers’ proprietary rights (including but not limited to trademark rights), ENERGYLINX's proprietary rights, or a third party's proprietary rights.
(d) Updating Links. If a particular ENERGYLINX Link is not dynamically updated through the Service, upon notification YOU are obligated to update and maintain such Links in order to earn Payments.

2. YOUR Obligations to ENERGYLINX.
(a) Accurate, Up-to-Date Information. YOU agree to provide ENERGYLINX with accurate information about YOU and YOUR promotional methods, and to maintain up-to-date "Account" information (such as contact information, Web sites used, etc.). In YOUR Account, YOU must accurately, clearly and completely describe all promotional methods by selecting the appropriate descriptions and providing additional information when necessary. Some promotional methods will be designated by the system as "special". Special programs are linked to promotional methods and practices considered unique and require manual approval and acceptance by the Energy Supplier. ENERGYLINX reserves the right to define any program as special.
(b) Use of Links. YOU represent and warrant that all promotional means used by YOU will not contain objectionable content (including but not limited to content that is misleading, libelous, defamatory, obscene, violent, bigoted, hate-oriented, illegal, and/or promoting illegal goods, services or activities), and that YOU will not mislead others. YOU agree to: (i) use ethical and legal business practices, (ii) comply with the Energylinx Agreement, (iii) maintain a privacy policy on YOUR Web site and for any non-Web site based promotional method made available to Visitors, and (iv) designate YOUR Account as "special" if YOU promote the Service by any means other than displaying a Link to Energylinx on YOUR Web site or by using a bespoke white label Web site. ENERGYLINX must approve all of YOUR promotional activities and may deem YOUR promotional activities inappropriate and a material breach of this Agreement in ENERGYLINX's sole discretion. Our quality department reviews conduct and any suspected fraudulent, abusive or otherwise illegal content or activity by YOU through YOUR promotional methods, or that is perpetrated through use of the Service, is grounds for immediate termination of this Agreement or deactivation of YOUR Account.
(c) Promotional Methods. YOU represent and warrant that YOU will not engage in and/or facilitate spamming, indiscriminate advertising or unsolicited commercial email or otherwise fail to comply with the Data Protection Act 1998 (or any successor legislation), and/or any other laws and/or regulations that govern email marketing and/or communications. YOU represent and warrant that YOU will not engage in pop-up or pop-under advertising using any means involving third party properties and/or services (software). Pop up/unders are acceptable on a first party basis only when triggered by YOUR site content /site visit or by downloadable software applications for which YOU are the owner/operator. Pop up/unders delivered through downloadable software cannot engage in means that perform redirects, or pop over a pay-per-click listing or natural search results. Pop up/unders must honour the ENERGYLINX Code of Conduct requirements (as such requirements may be modified from time to time), including but not limited to: (i) installation requirements, (ii) end-user agreement requirements, (iii) requirements prohibiting usurpation of a Transaction that might otherwise result in a Payment to another affiliate and (iv) non-interference with competing affiliate partner of ENERGYLINX.
(d) Personally Identifiable Information of Visitors. YOU represent and warrant that YOU will not enable the Tracking Code to collect personally identifiable information of Visitors.
(e) Privacy. YOU must conspicuously post YOUR privacy policy on YOUR Web site and otherwise make it available to all Visitors. YOUR privacy policy must comply with all laws and regulations regarding the privacy of Visitor information, be commercially reasonable, and fully and accurately disclose YOUR collection and use of Visitor information. YOU must fully and accurately disclose YOUR use of third party technology, including ENERGYLINX's tracking technology, use of cookies and options for discontinuing use of such cookies.
(f) Applicable Codes and Code Maintenance. In order for ENERGYLINX to record the tracking of Customer’s Energy Transfers YOU must include and maintain a ENERGYLINX "Tracking Code" within your Links. All Links and all advertisements ("Ad Content") must be in a format agreed by Energylinx.
(g) Usage and Security of Account. YOU shall be responsible for all usage and activity on YOUR account and for loss, theft or unauthorized disclosure of YOUR password (other than through ENERGYLINX's negligent or willful conduct or omission). YOU shall provide ENERGYLINX with prompt written notification of any known or suspected unauthorized use of YOUR Account or breach of the security of YOUR Account.

3. ENERGYLINX's Services.
(a) Tracking Transactions and Payments. ENERGYLINX shall determine (where possible) actual Payments that should be credited to YOUR Account. ENERGYLINX may, in ENERGYLINX's sole discretion, apply an estimated amount of Payments, if: (i) there is an error in our transmission of Tracking Code data to ENERGYLINX, and (ii) where ENERGYLINX is able to utilize a historical analysis of YOUR account to determine an equitable amount of estimated Payments.
(b) Cancellations, Clawbacks and Retags. ENERGYLINX may apply, a debit to YOUR Account in an amount equal to a Payment previously credited to YOUR Account in circumstances of:
(i) Customer cancellations – cancellations advised by the customer during the cooling off period when arranging a new transfer.
(ii) Clawbacks - cancellations within 3 months of the transfer being arranged.; (iii) Retags - cancellations within 3 months of the transfer being arranged. Cancellations, Clawbacks and Retags may be applied to YOUR Account at any time, including previous payment cycles.
(c) Access to Tracking and Reporting Tools. ENERGYLINX shall provide YOU with access to our online real-time MI platform located at http://uk.reporting.energylinx.co.uk. From time to time ENERGYLINX may offer optional services for a fee. Fees for such optional services are at ENERGYLINX's then-current published rates or as may be quoted by ENERGYLINX, and are payable in advance or may be off-set against YOUR positive Account balance (at ENERGYLINX's discretion). Tracking detail regarding customer transfers is available on a real-time basis. ENERGYLINX may make available, for fees that ENERGYLINX shall publish from time-to-time, enhanced reporting capabilities and other services that are not included in the standard service.
(d) Support. Support for your program is available on-line through the "Contact Us" area in the ENERGYLINX Account Manager, which allows YOU to categorize and describe YOUR issue. Online help also allows YOU to check the status of all issues through the "Check Question Status" feature. Phone support may also be available during operating hours, except holidays.
(e) Facilitating Payment of Payments. Subject to other provisions in this Agreement, ENERGYLINX shall credit YOUR Account with a Payment for each qualifying Transaction in accordance with the terms agreed between Energylinx and YOU for the relevant Transaction. On the 12th day (or next working day) of each calendar month, ENERGYLINX will issue to YOU with a statement covering Transactions arranged in the preceding month. On the 12th day (or next working day following issue of the statement ENERGYLINX shall make payment to YOU by electronic bank transfer. YOU may elect to receive payment in any of the currencies that ENERGYLINX supports (as may be amended by ENERGYLINX). The conversion rate shall be determined in accordance with ENERGYLINX's operating standards using the rates prevailing upon the date that payment is made to YOU, or upon the basis of historical conversion rates if rates are unavailable. The number or amount of Transactions, credits for Payments, and debits for Cancellations, Clawbacks and Retags, as calculated by ENERGYLINX, shall be final and binding on YOU.
(f) Dormant Accounts. If YOUR Account has not been credited with a valid, compensable Transaction during any rolling, six consecutive calendar month period ("Dormant Account"), Energylinx reserve the right to close the account and any transfers that occur thereafter will no longer be to your benefit.
(g) Negative Accounts. YOU may have a negative balance if YOUR Account is debited amounts as a result of Cancellations, Clawbacks and Retags and YOU do not have an adequate Account balance to cover the Cancellations, Clawbacks and Retag amounts. When YOU have a negative balance, YOU must immediately remit payment to ENERGYLINX in an amount sufficient to bring YOUR Account to a zero balance, or YOUR Account is subject to 1.5% interest per month, compounded monthly.
(h) VAT. For the relevant VAT jurisdictions, ENERGYLINX and YOU hereby acknowledge and agree that ENERGYLINX will provide YOU with a value added tax ("VAT") self billing invoice. YOU agree not to raise any VAT invoices with respect to the revenue or other amounts due to it pursuant to this Agreement. ENERGYLINX will complete invoices showing the YOUR address, VAT Registration number, together with all details that constitute a full VAT invoice. YOU agree to immediately notify ENERGYLINX in the event YOU ceases to be registered under the VAT number provided to ENERGYLINX, transfers or sells its business or becomes registered under a different VAT number. In the event that  YOUR VAT registration changes, ENERGYLINX and YOU agree to make and enter into a new, but similar agreement that addresses YOUR VAT registration changes. In the event ENERGYLINX outsources its responsibility for issuing VAT invoices under this Agreement to a third party, ENERGYLINX shall notify YOU of such outsourcing arrangement. These terms shall run conterminously with this Agreement.

4. Proprietary Rights.
(a) Linking to Energylinx. If you are granted access to our Service ENERGYLINX is granting to YOU the right to display and Link to our Web site or Web site content in accordance with the Program terms for the limited purposes of Promoting the ENERGYLINX service, subject to the terms and conditions of this Agreement. YOUR use of the Link signifies YOUR agreement to refrain from copying or modifying any icons, buttons, banners, graphics files or content contained in the Link, including but not limited to refraining from removing or altering any copyright or trademark notices. ENERGYLINX owns all rights in and to all information regarding the Visitors that use the Service through ENERGYLINX.
(b) ENERGYLINX's Use of YOUR Marks. YOU authorize ENERGYLINX to utilize YOUR trademarks, service marks, tradenames, and/or copyrighted material that YOU provide to ENERGYLINX through YOUR Account.
(c) YOUR Use of ENERGYLINX's Proprietary Rights. YOU agree that YOUR use of any ENERGYLINX Web site (such as www.Energylinx.com) and YOUR use of any ENERGYLINX trademarks, service marks, tradenames, and/or URLs is subject to the license and terms of use that are available from such Web site ("Terms of Use"). YOU explicitly agree not to adopt or use in any manner any trademarks, service marks, tradenames, and/or URLs that are the same or confusingly similar to, or are combined with, those of ENERGYLINX.
(d) Retention of Rights. All proprietary rights of  YOU, and ENERGYLINX, and all goodwill arising as a result of such rights, inure to the benefit of such owner.
(e) No Challenge to ENERGYLINX's/Energy Supplier's Proprietary Rights. YOU acknowledge that YOU obtain no proprietary rights in ENERGYLINX's or any Energy Supplier's trademarks, service marks, tradenames, URLs, copyrighted material, patents, and patent applications, and agree not to challenge ENERGYLINX's or any Energy Supplier's proprietary rights. YOU acknowledge that YOU obtain no proprietary rights in YOUR Advertisers' proprietary rights, and agree not to challenge such Energy Supplier's proprietary rights.

5. Confidentiality.
(a) Obligations. YOU or ENERGYLINX may provide the other with information that is confidential and proprietary to that party or a third party, as is designated by the disclosing party or that is reasonably understood to be proprietary and/or confidential ("Confidential Information"). The receiving party agrees to make commercially reasonable efforts, but in no case no less effort than it uses to protect its own Confidential Information, to maintain the confidentiality of and to protect any proprietary interests of the disclosing party. Confidential Information shall not include (even if designated by a party) information: (i) that is or becomes part of the public domain through no act or omission of the receiving party; (ii) that is lawfully received by the receiving party from a third party without restriction on use or disclosure and without breach of this Agreement or any other agreement without knowledge by the receiving party of any breach of fiduciary duty, or (iii) that the receiving party had in its possession prior to the date of this Agreement. Upon termination of this Agreement, YOU must destroy or return to ENERGYLINX any Confidential Information provided by ENERGYLINX to YOU under this Agreement.

6. Term, Termination, Deactivation and Notices.
(a) Term. This Agreement shall commence upon YOUR indication that YOU have accepted this Agreement by providing the required information and ‘clicking through' the acceptance button on the ENERGYLINX Web site and following formal acceptance by Energylinx of your participation in the Programme and shall continue until terminated in accordance with the terms of this Agreement. This Agreement may be terminated by either party upon 15 days notice. This Agreement may be terminated immediately upon notice for YOUR breach of this Agreement. YOUR Account may be deactivated during investigation of breach of this Agreement. If this Agreement is terminated based upon YOUR breach, YOU shall not be eligible to enter into a new Agreement with ENERGYLINX, and any attempt to do so shall be null and void.
(b) Termination by YOU. YOU may terminate upon 14 days written notice with effect from the 15th day.
(c) Termination or Deactivation by ENERGYLINX. ENERGYLINX may terminate YOU at any time in ENERGYLINX's sole discretion.
Breach of any Section of this Agreement is cause for immediate termination of YOUR account and/or termination of this Agreement, and may result in Cancellations, Clawbacks and Retags relating to one or more Payments. ENERGYLINX may temporarily deactivate or terminate YOUR Account if: (i) YOU or YOUR agent are responsible for the improper functioning the Links, or if YOU otherwise interfere with and/or fail to maintain the Tracking Code; (ii) YOUR Account has not been logged into and/or there have been no Transactions credited to YOUR Account for any 30 day period; (iii) YOU maintain a negative balance in YOUR Account; (iv) ENERGYLINX determines YOU are diluting, tarnishing or blurring ENERGYLINX's proprietary rights; (v) YOU begin proceedings to challenge ENERGYLINX's proprietary rights; or (vi) a third party (including an Energy Supplier) disputes YOUR right to use any Link, domain name, trademark, service mark, trade dress, or right to offer any service or good offered on YOUR Web site, or through any of YOUR promotional means. Upon termination of this Agreement, or in case of deactivation of YOUR Account, YOU shall no longer accrue Payments in YOUR Account, including but not limited to subsequent transfers that occurred prior to termination.
(d) Termination of Programs and Offers. Programs and Offers may be discontinued at any time.
(e) Notices. Except as provided elsewhere herein, both parties must send all notices relating to this Agreement to: (i) for ENERGYLINX, via registered mail, return receipt requested or via an internationally recognized express mail carrier to Energylinx Limited,  Attn: Affiliates Programme Manager – ENERGYLINX, Hilton House, Whins Road, Alloa, FK10 3SA fax number 01259 220326 and, (ii) for YOU, at the email or physical address listed on YOUR Account (effective upon sending as long as ENERGYLINX does not receive an error message regarding delivery of the email) or five (5) days after mailing).
(f) Post-termination. Upon termination of this Agreement, any outstanding payments shall be paid by ENERGYLINX to YOU within 90 days of the termination date, and any outstanding debit balance shall be paid by YOU to ENERGYLINX within 30 days of termination of this Agreement. All payments are subject to recovery for Cancellations, Clawbacks and Retags. Upon termination of this Agreement, any permissions granted under this Agreement will terminate, and YOU must immediately remove all Links to Energylinx. Provisions of this Agreement that by their nature and context are intended to survive the termination of this Agreement shall survive the termination of this Agreement to the extent that and as long as is necessary to preserve a party's rights under this Agreement that accrued prior to termination.

7. Representations, Warranties, Disclaimers and Limitations.
(a) Business Operations. Each party will make reasonable commercial efforts to keep its Web site operational during normal business hours. However, the parties agree that it is normal to have a certain amount of system downtime and agree not to hold each other liable for any of the consequences of such interruptions. ENERGYLINX may modify the Service, or discontinue providing the Service, or any portion thereof, at any time.
(b) Authority. Each party represents and warrants to the other party as to itself that the person executing this Agreement is authorized to do so on such party's behalf. IF YOU ARE AN INDIVIDUAL, YOU REPRESENT AND WARRANT THAT YOU WERE AT LEAST 18 YEARS OF AGE ON THE EFFECTIVE DATE OF THIS AGREEMENT.
(c) Non-infringement Warranties. YOU represent and warrant that: (i) YOU have all appropriate authority to operate, and to any and all content on, YOUR Web site(s); (ii) YOU have all appropriate authority in any promotional method you may choose to use; (iii) YOUR Web site(s) and YOUR promotional methods do not and will not infringe a third party's, an Energy Supplier’s, or ENERGYLINX's, proprietary rights; and (iv) YOU shall remain solely responsible for any and all Web sites owned and/or operated by YOU and all of YOUR promotional methods. ENERGYLINX may or may not review all content on YOUR Web site or used by YOU in YOUR promotional methods.
(d) Compliance with Laws. YOU are responsible for compliance with the requirements of all relevant legislation (including subordinate legislation and the rules of statutorily recognized regulatory authorities) in force or applicable in the United States or in any other applicable territory, and warrant that no promotion method used by YOU or the content of YOUR Web site(s) will render ENERGYLINX liable to any proceedings whatsoever.
(e) Limitation of Liabilities. ANY OBLIGATION OR LIABILITY OF ENERGYLINX UNDER THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL OF YOUR PAYOUTS PAID TO YOU BY ENERGYLINX UNDER THIS AGREEMENT DURING THE YEAR PRECEDING THE CLAIM. NO ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT AGAINST THE OTHER PARTY TO THIS AGREEMENT MORE THAN ONE YEAR AFTER THE TERMINATION OF THIS AGREEMENT. YOU AGREE THAT ENERGYLINX SHALL NOT BE LIABLE TO YOU, OR ANY THIRD PARTY, FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF GOODWILL, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIM.
(f) Disclaimer of Warranties. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, ENERGYLINX DISCLAIMS ALL WARRANTIES IMPLIED, INCLUDING, BUT NOT LIMITED TO, (A) MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, (B) THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS, (C) THAT ENERGYLINX'S SECURITY METHODS WILL BE SUFFICIENT, (D) REGARDING CORRECTNESS, ACCURACY, OR RELIABILITY, OR (E) AGAINST INTERFERENCE WITH ENJOYMENT OF THE YOUR'S INFORMATION OR WEB SITE. ALL 'INFORMATION' AND 'COMPUTER PROGRAMS' PROVIDED TO YOU IN THE COURSE OF THIS AGREEMENT ARE PROVIDED WITH ALL FAULTS, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. ENERGYLINX IS, UNDER NO CIRCUMSTANCES, RESPONSIBLE FOR THE PRACTICES, ACTS OR OMISSIONS OF ANY ADVERTISER OR YOUR, OR SUCH ENERGY SUPPLIER OR YOUR'S WEB SITE(S).
(g) Remedies. No remedy or election shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity.
(h) Benefit of the Bargain. THE PROVISIONS OF THIS SECTION 7 ARE AN ESSENTIAL ELEMENT OF THE BENEFIT OF THE BARGAIN REFLECTED IN THIS AGREEMENT.
(i) No Disclaimer for Death or Personal Injury. Nothing in this Agreement limits or excludes either party's liability for fraud or for negligence causing death or personal injury.

8. YOUR Indemnification Obligations. YOU shall defend, indemnify and hold ENERGYLINX harmless against all claims, suits, demands, damages, liabilities, losses, penalties, interest, settlements and judgments, costs and expenses (including attorneys' fees) incurred, claimed or sustained by third parties, including but not limited to Energy Suppliers, directly or indirectly as a result of (a) YOUR breach of or non-compliance with this Agreement, (b) YOUR violation of any law, or an alleged violation of law by ENERGYLINX, that is a direct or indirect result of YOUR use of the Service, (c) YOUR use of the Service, (d) YOUR participation in any Program, (e) any content, goods or services offered, sold or otherwise made available by YOUR to any person, (f) YOUR acts or omissions in using, displaying or distributing any internet links obtained from the Service or elsewhere, including but not limited to YOUR use of internet links via email distribution, (g) any claim that ENERGYLINX is obligated to pay tax obligations in connection with payment made to YOU pursuant to this Agreement, and (h) any violation or alleged violation by YOU of any rights of another, including breach of a person's or entity's intellectual property rights (each (a)-(h) individually is referred to hereinafter as a "Claim"). Should any Claim give rise to a duty of indemnification under this Section 8, ENERGYLINX shall promptly notify YOUR, and ENERGYLINX shall be entitled, at its own expense, and upon reasonable notice to YOU, to participate in the defense of such Claim. Participation in the defense shall not waive or reduce any of YOUR obligations to indemnify or hold ENERGYLINX harmless. YOU shall not settle any Claim without ENERGYLINXs prior written consent. YOU also shall indemnify for any reasonable attorneys' fees or other costs incurred by an indemnified party in investigating or enforcing this Section 8. In the context of this Section 8 only, the term "ENERGYLINX" shall include officers, directors, employees, corporate affiliates, subsidiaries, agents, and subcontractors.

9. Miscellaneous.
(a) Headings and References. Headings of Sections are for the convenience of reference only. Words indicated in quotes and capitalized signify an abbreviation or defined term for indicated words or terms, including those definitions contained in the opening paragraph.
(b) Third Party Disputes. In the event of a third party claim against either: (a) ENERGYLINX's intellectual property; or (b) against ENERGYLINX's right to offer any service or good on ENERGYLINX's Web site(s) or if, in ENERGYLINX's opinion, such a claim is likely, ENERGYLINX shall have the right, at its sole option and in its sole discretion, to (i) secure the right at ENERGYLINX's expense to continue using the intellectual property or good or service; or (ii) at ENERGYLINX's expense replace or modify the same to make it non-infringing or without misappropriation.
(c) Relationships of Parties/Third Party Rights. The relationships of the parties to this Agreement shall be solely that of independent contractors, and nothing contained in this Agreement shall be construed otherwise. Nothing in this Agreement or in the business or dealings between the parties shall be construed to make them joint venturers or partners with each other. Neither party shall do anything to suggest to third parties that the relationship between the parties is anything other than that of independent contractor.
(d) Choice of Law/Attorneys' Fees. This Agreement is governed by Scots Law, except for its conflict of law provisions. The exclusive forum for any actions related to this Agreement shall be in the Scottish Courts. YOU consent to such venue and jurisdiction. A party that primarily prevails in an action brought under this Agreement is entitled to recover from the other party its reasonable attorneys fees and costs.
(e) Force Majeure. Neither party shall be liable by reason of any failure or delay in the performance of its obligations hereunder for any cause beyond the reasonable control of such party, including but not limited to electrical outages, failure of Internet service providers, default due to Internet disruption (including without limitation denial of service attacks), riots, insurrection, acts of terrorism, war (or similar), fires, flood, earthquakes, explosions, and other acts of God.
(f) Severability/Waiver. If any provision of this Agreement is held by any court of competent jurisdiction to be illegal, null or void or against public policy, the remaining provisions of this Agreement shall remain in full force and effect. The parties shall in good faith attempt to modify any invalidated provision to carry out the stated intentions in this Agreement. The waiver of any breach of any provision under this Agreement by any party shall not be deemed to be a waiver of any preceding or subsequent breach, nor shall any waiver constitute a continuing waiver.
(g) Assignment and Acknowledgement. Neither party may assign this Agreement without the prior express written permission of the other party. Notwithstanding the foregoing, YOUR consent shall not be required for assignment or transfer made by ENERGYLINX (1) due to operation of law, or (2) to an entity that acquires substantially all of ENERGYLINX's stock, assets or business, or (3) to a related entity (e.g. parent or subsidiary of parent). YOUR use of the Service is irrefutable acknowledgement by YOU that YOU have read, understood and agreed to each and every term and provision of this Agreement. ENERGYLINX may establish from time to time rules and regulations regarding use of the Service as published on the Service and incorporated herein.
(h) Marketing. YOU agrees that ENERGYLINX may identify YOU in client lists and may use YOUR name and/or logo solely for such purpose in its marketing materials. Any other uses of YOUR name and/or logo not otherwise described or contemplated herein shall require YOUR prior written consent.
(i) Entire Agreement, Assignment and Amendment. This Agreement, including the Introduction, contains the entire understanding and agreement of the parties and there have been no promises, representations, agreements, warranties or undertakings by either of the parties, either oral or written, except as stated in this Agreement. This Agreement may only be altered, amended or modified by an instrument that is assented to by each party to this Agreement by verifiable means, including without limitation by written instrument signed by the parties or through a "click through" acknowledgement of assent. No interlineations to this Agreement shall be binding unless initialed by both parties. Notwithstanding the foregoing, ENERGYLINX shall have the right to change, modify or amend ("Change") this Agreement, in whole or in part, by posting a revised Agreement at least 14 days prior to the effective date of such Change. YOUR continued use of the Service after the effective date of such Change shall be deemed YOUR acceptance of the revised Agreement.

IF YOU ARE AN INDIVIDUAL, YOU REPRESENT AND WARRANT THAT YOU WERE AT LEAST 18 YEARS OF AGE ON THE EFFECTIVE DATE OF THIS AGREEMENT.

Energylinx Limited
Hilton House
Whins Road
Alloa
FK10 3SA
Tel: 01259 220 000
Fax: 01259 220 326

 

Last updated 1st March 2009

Accept - Decline