TERMS & CONDITIONS OF SUPPLY OF ACCESS TO ENERJYHUB 

‍AGREED TERMS

1. ABOUT US

1. Company details. Majenta Solutions Limited (company number 03056978) (we and us), is a company registered in England and our registered office and our main trading address is at 3 Argosy Court, Scimitar Way, Whitley Business Park, Whitley , Coventry, CV3 4GA. England. We operate enerjyhub for Jaguar Land Rover (company number 1672070) whose registered office is Abbey Road, Whitley, Coventry, Warwickshire CV3 4LF, England.
2. Contacting us. To contact us, telephone our customer service team at +44 (0)2476 308500 or email hello@enerjyhub.com. How to give us formal notice of any matter under the Contract is set out in paragraphs 5.2 and 11.2.

1. OUR CONTRACT WITH YOU

1. Our contract. These terms and conditions (Terms) apply to the order by you and supply of access to you and your users of enerjyhub (Contract). No other terms are implied by trade, custom, practice or course of dealing.
2. Entire agreement. The Contract, the End User Licence Agreement for enerjyhub https://www.enerjyhub.com/supplier/jlr/end-user-licence-agreement (EULA) and the Data Processing Agreement constitutes the entire agreement between us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract. In the event of any conflict or inconsistency between the Contract and the EULA, the EULA shall take precedence.
3. Language. These Terms and the Contract are made only in the English language.

1. PLACING AN ORDER AND ITS ACCEPTANCE

1. Placing your order. Please contact hello@enerjyhub.com to request a subscription proposal to access enerjyhub. Alternatively, please complete the contact form which can be found at: https://www.enerjyhub.com/supplier/jlr/. Each order is an offer by you to access enerjyhub subject to these Terms.
2. A member of the enerjyhub team will assist you in the due diligence required to establish which of your sites are to be subscribed to enerjyhub.
3. If specifically requested, a proposal will be sent. If a proposal is not requested then the contact within your organisation for invoice presentation and payment (Invoice Payee) must be confirmed by you, along with an authorised signatory of your organisation (Authorised Signatory). A Contract will then be sent to the Authorised Signatory via Docusign (or alternate electronic signature provider) for their electronic signature. By executing the Contract, the Authorised Signatory shall be deemed to have the power and authority to bind you to the Contract.
4. If a proposal is sent, then the number of subscription sites and any additional requirements will be agreed with you and a member of the enerjyhub team. The

Invoice Payee must be confirmed by you, along with the Authorised Signatory. A Contract will then be sent to the Authorised Signatory via Docusign (or alternate electronic signature provider) for their electronic signature. By executing the Contract, the Authorised Signatory shall be deemed to have the power and authority to bind you to the Contract.

5. You are responsible for ensuring that your Contract and any specification submitted by you is complete and accurate in all respects. We shall have no liability whatsoever for any errors in the Contract or any specification. If you need to make changes to the proposal or to the Contract, please contact your enerjyhub contact or email hello@enerjyhub.com.
6. Accepting your order. Our acceptance of your order takes place when we electronically counter-sign the Docusign Contract (or alternate electronic signature provider). You will receive an electronic version of the Docusign Contract by email, at which point the Contract between you and us will come into existence.
7. If we cannot accept your order. If we are unable to supply you with enerjyhub for any reason, we will inform you of this by email and we will not counter-sign the Contract. If you have already paid for a subscription to enerjyhub, we will refund you the full amount as soon as possible and in any event within 14 days of our non- acceptable.
8. Invoice. Once the Contract has been counter-signed by us, an invoice will be issued and sent to the Invoice Payee by email.
9. Initiation of subscription period. Your subscription of enerjyhub starts on the day after the Contract is counter-signed by us. If you have not nominated a Supplier Account Manager (SAM) or a Supplier Integration Manager (SIM) then enerjyhub will be unusable despite the subscription period being initiated. It is your responsibility to nominate a SAM and SIM(s) and notify your enerjyhub contact or by emailing hello@enerjyhub.com with details of the contact name, email address and related JLR site code(s). A description of roles and responsibilities can be found at: https://www.enerjyhub.com/supplier/jlr/faqs/

4. ENERJYHUB

1. The images at enerjyhub are for illustrative purposes only.
2. We reserve the right to amend details and content on enerjyhub if required by any applicable statutory or regulatory requirement.

4. RETURN AND REFUND

1. You may cancel the Contract and receive a refund if you notify us as set out in paragraph 5.2. A refund will be issued within 14 days of our receipt of your decision to cancel the Contract.
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2. To cancel the Contract, you must email us at hello@enerjyhub.com or by post to: enerjyhub Customer Services, 3 Argosy Court, Scimitar Way, Whitley Business Park, Whitley, Coventry, CV3 4GA, England. Please include details of your Contract and Jaguar Land Rover Master vendor code(s) to help us to identify it. Your cancellation is effective from the date you send us the email or post the letter to us.

3. Refunds will be provided to the nearest whole day of the subscription fee set out in paragraph 6.1.

6. SUBSCRIPTION FEES

1. Our subscription fees are as quoted in the official proposal or Contract provided to you.
2. Subscription is priced on a licence of enerjyhub per site, per month. Each licence is linked to a fair and reasonable number of users accessing enerjyhub at your site. In the event that the number of users using the licence at your site is in excess of 25, this will be deemed to be an unfair use of the licence, and we reserve the right to increase the subscription fees payable by you.
3. Our subscription fees may change from time to time.
4. Our subscription fees exclude VAT (where applicable) at the applicable current rate chargeable in the UK for the time being. However, if the rate of VAT changes between the date of your order and the date of access to enerjyhub, we will adjust the VAT you pay, unless you have already paid for the subscription fees in full before the change in VAT takes effect.

6. HOW TO PAY

1. The subscription fees are payable by you by debit card or credit card. We accept the following cards: VISA Debit, VISA, MASTERCARD, MAESTRO. Payment can also be made by an interbank transfer. IBAN/SWIFT account details can be obtained by emailing a request to hello@enerjyhub.com.
2. You may also apply for a credit account by contacting your SAM, or by emailing hello@enerjyhub.com. You will be required to complete a credit account opening form which must be approved by us. You will be notified of approval by return email.
3. If you have an agreed credit account with us then you can pay an invoice according to your credit account terms and conditions of payment.

6. OUR LIABILITY: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS PARAGRAPH

Our liability to you and your users in respect of or in relation to enerjyhub is as specifically set out in the EULA https://www.enerjyhub.com/supplier/jlr/end-user- licence-agreement/.

9. TERMINATION

1. Without limiting any of our other rights, we may terminate the Contract with immediate effect by giving written notice to you if:

1. you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 14 days of you being notified in writing to do so;
2. you fail to pay any amount due under the Contract on the due date for payment;
3. you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
4. you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
5. your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.

1. Termination of the Contract shall not affect your or our rights and remedies that have accrued as at termination.
2. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

9. EVENTS OUTSIDE OUR CONTROL

1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).
2. If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:

1. we will contact you as soon as reasonably possible to notify you; and
2. our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control.

9. COMMUNICATIONS BETWEEN US

1. When we refer to "in writing" in these Terms, this includes email.
2. Any notice or other communication given by one of us to the other under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.
3. Except as stated in paragraph 5.2, a notice or other communication is deemed to have been received:

1. if delivered personally, on signature of a delivery receipt;
2. if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
3. if sent by email, at 9.00 am the next working day after transmission.

1. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
2. The provisions of this paragraph shall not apply to the service of any proceedings or other documents in any legal action.

9. GENERAL

1. Assignment and transfer.

1. We may assign or transfer our rights and obligations under the Contract to another entity.
2. You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.

1. Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
2. Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
3. Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
4. Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
5. Data Protection. In the event that we process personal data of data subjects in the context of performing services for you, the parties have agreed to enter into the Data Processing Agreement (Data Processing Agreement) as set out in the Schedule to this Contract.    
6. Governing law and jurisdiction. This Contract is governed by English law and each party irrevocably agrees to submit all disputes arising out of or in connection with this Contract to the exclusive jurisdiction of the English courts.

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Schedule

Data Processing Agreement 

1. Interpretation

1.1 For the purpose of this Schedule: 

“Customer” means the person, firm or company who purchases the services from Majenta. 

“Data Protection Legislation” means Data Protection Act 2018, the EU Data Protection Directive 95/46/EC, the GDPR, the Privacy and Electronic Communications (EC Directive) Regulations 2003 and all applicable laws and regulations relating to the processing of personal data and privacy, as amended, extended or re-enacted from time to time, including where applicable, any guidance notes and codes of practice issued by the European Commission and applicable national Regulators including the United Kingdom Information Commissioner; 

“Majenta” means Majenta Solutions Limited (company number 03056978), a company registered in England with its registered office and main trading address at 3 Argosy Court, Scimitar Way, Whitley Business Park, Whitley , Coventry, CV3 4GA, England;

“GDPR” means the EC Regulation 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data; 

"Regulator" means any regulatory body with responsibility for ensuring compliance with Data Protection Legislation; and

“Security Breach” means accidental or deliberate, unauthorised or unlawful acquisition, destruction, loss, alteration, corruption, access, use or disclosure of personal data processed under this agreement or breach of Majenta’s security obligations under this Agreement.

1.2 In this agreement, references to “data controller”, data processor”, “processing”, “data protection officer” and “personal data” and “personal data breach” shall have the same meaning as defined in Data Protection Legislation.

1.3 Annex 1 sets out the subject matter and duration of the processing; nature and purpose of the processing; the type of personal data being processed; and the categories of data subject.

1.4 The parties agree that in respect of any personal data processed in connection with this agreement that Customer shall be the “data controller” and Majenta shall be the “data processor”.

2. Obligations

2.1 Each party shall, in respect of the personal data, comply with those obligations applicable to it under the Data Protection Legislation. 

2.2 Majenta shall, at its own expense (except where otherwise expressly stated in this agreement) and without prejudice to its other rights or obligations, in respect of its processing of such personal data:

a) process the personal data only to the extent, and in such a manner, as is necessary for the purposes of this agreement and in accordance with the Customer’s written instructions from time to time. Majenta shall not process or permit the processing of the personal data for any other purpose unless such processing is required by the European Union or a law of a Member State to which Majenta is subject, in which case Majenta shall notify the Customer in advance of its intention to carry out such processing and allow the Customer the opportunity to object (unless that law prohibits such information on important grounds of public interest); 

b) only make copies of the personal data to the extent reasonably necessary (which may include back-up, mirroring (and similar availability enhancement techniques), security, disaster recovery and/or testing of the data); 

c) not extract, re-utilise, use, exploit, redistribute, re-disseminate, copy, store or otherwise process the personal data other than as permitted under the terms of this agreement; 

d) only permit access to the personal data to those of Majenta’s personnel who require such access in order to carry out their roles in the performance of Majenta’s obligations under this agreement, and ensure the reliability of all such personnel who have access to the personal data and shall in particular ensure that any person authorised to process the personal data in connection with this agreement is subject to a duty of confidentiality that at a minimum is materially equivalent to the duty of confidentiality imposed on Majenta under or in connection with this agreement;

e) comply with the obligations applicable to data processors under Data Protection Legislation, including where applicable, the obligation to maintain records of processing activities, appointing a data protection officer, and the provisions of the Customer’s IT and data security policies as notified to Majenta in advance;

f) not do anything or omit to do anything that may put the Customer in breach of its obligations under Data Protection Legislation and take such steps and provide the Customer with such cooperation and assistance as the Customer may reasonably request from time to time to enable the Customer to comply with Data Protection Legislation; 

g) having regard to the state of technological development and the cost of implementing any measures, take appropriate technical and organisational measures against the unauthorised or unlawful processing of data and against the accidental loss or destruction of, or damage to data, to ensure a level of security appropriate to: (a) the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage of the data; and (b) the nature of the data to be protected.  Such measures shall include: (i) pseudonymisation and anonymisation of the personal data, where possible; (ii) having the ability to ensure the on-going confidentiality, integrity, availability and resilience of Majenta’s systems; (iii) having the ability to restore the availability and access to the personal data in a timely manner in the event of a physical or technical incident; (iv) having a process of regularly testing, assessing, and evaluating the effectiveness of the technical and organisational measures referred to in this agreement; and (v) the measures set out in the Customer’s security policies notified to Majenta from time to time and any code of conduct and/or certification mechanism approved by the Regulator relating to security measures, in each case as may be amended from time to time;

h) assist the Customer by using appropriate technical and organisational measures in responding to, and complying with, requests from data subject. In particular, Majenta shall immediately comply with any request from the Customer requiring Majenta at its cost to amend, transfer or delete the personal data, either during or after the term of this agreement;

i) provide the Customer with full co-operation and assistance in relation to the Customer’s obligations and rights under Data Protection Legislation, including its obligations to keep personal data secure, providing the Customer and Regulators (as applicable) with all information and assistance necessary to investigate Security Breaches and where relevant notify the relevant Regulators and/or affected data subjects of the relevant Security Breach, carry out data privacy impact assessments (“DPIA”), consult with the relevant Regulator where a DPIA indicates there is a high risk that cannot be mitigated, or otherwise to assess or demonstrate compliance by the parties with Data Protection Legislation;

j) without undue delay and in any event within 24 hours of becoming aware notify the Customer in writing, and provide such co-operation, assistance and information as the Customer may reasonably require, if Majenta:

(i) receives any complaint, notice or communication which relates directly or indirectly to the processing of the personal data under this agreement or to either party’s or any member of the Customer’s group compliance with Data Protection Legislation; 

(ii) becomes aware of any Security Breach or personal data breach relating to the processing of personal data under this agreement.;

k) keep a written record of data processing carried out in the course of the services and of its compliance with its obligations set out in this agreement (“Records”);

l) permit the Customer, its third-party representatives or a Regulator or its third party representatives, on reasonable notice during normal business hours, but without notice in case of any reasonably suspected breach of this agreement by Majenta, access to inspect, and take copies of, the Records and any other information held at Majenta’s or on Majenta’s systems relating to this agreement, for the purpose of auditing Majenta’s compliance with its obligations under this agreement. Majenta shall give all necessary assistance to the conduct of such audits;

m) not engage any processor to process data (or otherwise sub-contract or outsource the processing of any data to a third party) without the prior written consent of the Customer acting in its sole discretion. 

n) return or destroy (as directed in writing by the Customer) all personal data in relation to this agreement that it has in its possession and promptly delete existing copies unless applicable law requires storage of the personal data. If the Customer elects for destruction rather than return of the personal data, the Customer shall as soon as reasonably practicable ensure that all of the personal data is destroyed and deleted from Majenta’s systems and provide written confirmation of compliance with this clause within 14 days of the Customer’s election; and

o) not transfer the personal data outside the United Kingdom (as relevant) without the prior written consent of the Customer, which can be withheld at the sole discretion of Customer, and subject to any additional Customer requirements

ANNEX 1

Data Processing Services

 1. Subject Matter and Duration of Processing

Details of:

- the subject matter and duration of the processing: it is necessary for Majenta to process personal data in order to provide Services under this agreement for the duration of this agreement. 

- the type of personal data being processed: names, business addresses, emails, telephone numbers, job roles/functions).

- the categories of data subject: personnel of Customer, personnel of Customer’s clients

- processing restrictions: only make copies of the data to the extent reasonably necessary (which, for clarity, includes back-up, mirroring (and similar availability enhancement techniques), security, disaster recovery and testing of the data) and not extract, re-utilise, use, exploit, redistribute, re-disseminate, copy or store the Data other than permitted under the terms of this agreement.

2. Nature and Purpose of the Processing

Details of the nature and purpose of the processing: Majenta may be required to access, receive, generate, store or otherwise process personal data in order to provide the Services, and for communicating with the Customer.

3. Location of the Processing 

The data is held on Majenta’s CRM and the MX Portal.