Edge Petrol Limited (UK registered number 09634738) whose registered office is at 55 Loudoun Road,London NW3 0DL, UK, and whose principal place of business is at 2nd Floor, 40-44 Newman Street, Fitzrovia, London W1T 1QD, UK (“Company”) offers the following terms and conditions of contract for itsProducts specified in the Order Form. These terms and conditions and the Order Form comprise the agreement pursuant to which Company provides the Product (defined below) to you (“Agreement”).“We”, “us” or “our” or “Edge” refers to Company. “You” or “your” and “Client” refers to the person named in the Order Form who (or on whose behalf) an Order is placed and includes your legal successors and permitted assigns.
“PFS” refers to your Petrol Filling Station(s).
These terms and conditions and the Order Form comprise the agreement pursuant to which Company provides the Product (defined below) to you (“Agreement”).
- Order Forms: Order Forms comprise a document specifying your name and address, the number and types of Product that you have ordered, subscription length and which we will supply, the price and our VAT number. An Order Form shall only be binding on us when accepted by us. You shall not cancel or amend an Order Form, once accepted by us, unless we have given our prior written consent. Any person who places an Order Form with us on your behalf will be deemed to have the legal capacity to bind you to the Agreement. You may contract on your behalf and on behalf of your Group, where you are a holding company and your subsidiaries are to be included in this Agreement. A collective can also act as a Group providing we agree the details as to what constitutes your Group. Holding company and subsidiary are as defined in Companies Act 2006, sections 1159 to 1162, where a Parent and Subsidiary can form a Group for the purpose of thisAgreement. We may also form the contract between us through an internet portal such as DocuSign.
- Additional Products: We intend to expand the suite of Products we are offering and when we are ready to offer you a further Product we will notify you. If you accept the additional Product you will execute an additional Order Form, or agree the addition of the supplementary offering to theProduct in any way we may agree.
- Withdrawal of and Changes to Products: We reserve the right to withdraw or change any part of any of the Products without notice, although we will use reasonable endeavours to give at least 6months’ notice of the withdrawal of a part of a Product, and to terminate with respect to that Product.The term and termination of this agreement are governed by clauses 27 and 28 below (Duration andTermination).
- Continuation of this Agreement: At least 3 months before the anniversary of this Agreement we will notify you of any price increases or decreases for the Products. If you require to terminate thisAgreement or any part of it, you must notify us at least 2 months before the date of termination of this Agreement. Otherwise this Agreement will continue in force for a further 24 months, subject to any agreed adjustments and subject to the applicable price per Product for each Location.
- Ownership: The legal and beneficial interest in all copyrights, patents, trademarks, service marks, design rights (whether registered or unregistered), database rights, proprietary information rights and all other proprietary rights as may exist anywhere in the world together with applications associated with any such rights (“Intellectual Property Rights”) relating to the Product belong to us, or our licensors, as the case may be, at all times. You obtain no ownership rights in the Product or any of the Intellectual Property Rights used in the Product pursuant to, arising out of or as a result of this Agreement.
- Ownership of data: You will be the owner of your data, which you hereby authorise us to collect and process to enable us to give you access to the Product based on your data. You permit us to depersonalise and aggregate your data with third party data, and to use such aggregated data for the benefit of all users of the Product, including yourselves and we shall require other customers or ourselves to grant you similar access rights to their depersonalised data. We will own the aggregated depersonalised data which we produce and all rights in it. Where you are only permitted to access third party data under license, you hereby grant us access to process that data as your agent, so as to be able to provide processed information including or using that data to you as part of the provision of the Product.
- Data Protection: When an Authorised User is set up to access the Product, and possibly there after, we may collect personal data relating to that Authorised User for our and your security purposes.You agree that we may do this and that you shall notify and obtain consents from Authorised Users for us to do this prior to giving them a password. We will maintain a data controller for the purpose of promulgating our data policy and to comply with data protection legislation. If the data is limited to the name and title of the Authorised user and position within your organisation, within your organisation, and his or her business address, and means to recover a forgotten password, we are agreed that this does not comprise personal data. Further details of our data protection policy are available on our website www.Edgepetrol.com, and in the Schedule hereto. Our data protection policy may be amended by us at any time, subject to complying with applicable legislation.8. Confidentiality: Neither party shall, except as required to perform our and / or your respective.
- Confidentiality: Neither party shall, except as required to perform our and / or your respective rights and obligations, use, copy, adapt, alter, disclose to any third party or part with possession of any information or data of the other party which is disclosed or otherwise comes into our or your possession directly or indirectly as a result of these Terms and which is of a confidential nature, in writing marked confidential or, if disclosed orally, reduced to writing and marked confidential within 30 days of the date of such disclosure (“Information”). This obligation shall not apply to Information:
a. the receiving party can prove was in its possession at the date it was received or obtained; or
b. the receiving party obtains from some person other than us, you or an Affiliate with good legal title thereto; or
c. comes into the public domain otherwise than through the default or negligence of the receiving party; or
d. is independently developed by or for the receiving party.
You shall ensure that your Authorised Users, or any other persons, who have or might have access to the Information are aware of these obligations of confidentiality and are bound by an undertaking in substantially the same terms. These obligations of confidentiality shall continue after termination of the Agreement.
- Grant of License: We grant you a non-exclusive, non-transferable license to use the products (including information, software, data and reports) set out in the Order Form (“Product”) for the term of this Agreement only.
- Use of the Product: You undertake that you shall only use the Product for your business purposes in connection with the management of petrol filling stations and ancillary retail premises in accordance with this Agreement and you shall not, without our prior written consent, make available, give access, copy, reproduce, retransmit, disseminate, sell, license, distribute, publish, broadcast or otherwise circulate the Product (or any part of it) to any person other than in accordance with these terms and conditions. You further undertake that you in keeping and using the Product, you shall comply with all applicable laws and regulations and shall not knowingly use the Product for any improper or unlawful purpose.
- Authorised Locations: The Products are for use in conjunction with petrol filling stations and ancillary retail operations and other operations offered in conjunction with the retailing of fuel products for motor vehicles (“Locations”). The Order Form states the number of Locations which are authorised under this Agreement to be licensed to use the Product. You will list your PFS Locations on your web access area of the Product web site. You may change the Locations through your web access area of the Product web site no more than 10% of the number of licensed Locations in one year, and provided the number of Locations does not increase, no additional charges will be levied, unless there are additional charges accrued by us. In the case of locations being sold or otherwise disposed of by you, future payments will be reduced to reflect the changes to the number of locations. There will be no repayment or rebate by us if the number of locations decreases, unless an annual payment has been made in advance but if ownership of a Location changes and the new owner is also Licensee of ours, the new owner will be responsible for the payment of fees from the date of the transfer of the ownership at that Location until the end of their contract. If the new owner is not a licensee of ours then the Locations will cease to be licensed to use the Product. New Locations in excess of the number declared on the Order Form may be added to the number of Locations licensed by us. This may be by acquisition from another licensee of the Product, but if not, then you may add to the number of Locations by informing your Account Manager this Agreement will be deemed extended to include the additional Location. We will levy a pro-rated charge for additional Locations. The date on which a petrol filling station is deemed added to the Locations is the date when the Product is first accessed by you for the Location.
- Access to the Product: Although the Product is licensed by reference to specific Locations, you may access the Products from one or more central locations and via the cloud from any other place. Edge Petrol Limited Terms and Conditions 6
- Users: The Order Form lists the number of Locations that can be accessed on the Product. Each person who is to have access to your web access area of the Product shall be authorised by you (“Authorised Users”). An Authorised User must work at and be an employee of the entity named as the customer on the Order Form, or a member of that entity’s Group, where a Group isn’t covered by this Agreement. Each Authorised User will provide us through you with a separate user name, in the form of a business email address, and will access the product by use of a password. It is your responsibility to ensure that the details of each Authorised User are sent to us promptly and to ensure that all Authorised Users have and use passwords. You may restrict an Authorised User to any one or more or to all the Locations. To the extent we are able to offer to you, you may restrict each Authorised User to specific services outlined by us within a Location or Locations. Once a password has been issued by us, Authorised Users may not be changed with other employees of the company, although further Authorised Users may be added by you. You shall maintain appropriate technical and administrative controls to ensure the security of the passwords and shall immediately notify us upon first suspecting or becoming aware of any unauthorised use of a password. You shall ensure the Product is only made available to and accessed by Authorised Users in accordance with the Agreement. You shall ensure Authorised Users do not share passwords or user names and do not make the product available to any third party. We shall be entitled to assume that any acts or dealings made through the website where a valid password has been entered are made by the Authorised User allocated that password and that such dealings are made on your behalf.
- Permitted Usage: You shall ensure the Product is used in compliance with the terms of the Agreement and all applicable laws and regulations. You shall not do anything that causes any part of the Product to be interrupted, damaged or in any way impaired. Subject to section 10, the license permits you through an Authorised User to use the product solely for internal use and distribution as follows:
a. view, retrieve and display content,
b. electronically save content only to the extent and for the time period necessary to use it for the purpose for which it was downloaded, but in no event longer than the Term.
c. distribute to employees, one-off selections of the content in print format with the source clearly identified
d. subject to the time limitations in Clause 14b) distribute to other Authorised Users, one-off selections of the content in electronic format
e. perform internal analyses for your own purposes or that of your Group, using the data we supply to you.
- Prohibited usage: Except as otherwise permitted in this agreement, the Authorised User may not
a. remove or alter the conditions of use, any copyright notices and other identification disclaimers as they may appear on the website, or in any print format
b. Make copies, electronic or otherwise, of multiple extracts of the content for any purpose, except for internal reports for you
c. Provide by electronic means to any person other than an Authorised User any content.
d. Distribute or display any content on any electronic network or otherwise, including without limitation the internet and the world wide web, providing this does not apply to password protected content reasonably required by you or your Group.
e. Alter or change any part of the content of the Website or the Product;
f. Alter, or change the algorithms or any part thereof used in the operation of the Product.
- Onboarding: We will not charge you for onboarding our Products with your Electronic Point of Sale equipment (“ePOS”) in order to give you access to the Product for the first time. Each change of ePOS by you which requires fresh onboarding will raise a standard charge to you which you will pay within 30 days of invoice. A separate charge will be raised be raised and invoiced to you (plus VAT at the applicable rate) for each item of onboarding after the initial onboarding. If you cannot access the Product after a change of ePOS and you do not agree to pay the cost of onboarding to the new ePOS, you will remain liable to pay us until the end of the contractual term as if you had been successfully re-onboarded. You may call for re-boarding at any time on reasonable notice.
- Fees and Payment Terms: We shall invoice you for fees payable by you to us under this Agreement (“Fees”) upon our acceptance of an Order Form. Unless indicated otherwise on the Order Form you will pay all invoices immediately upon of receipt of that invoice. We may issue the invoice in print and/or electronic form. Unless expressly provided the fees exclude any sales, use, excise, or other applicable taxes. You will pay or reimburse us for any such taxes for which either party may become held responsible for. A fee for late payment will be assessed equal to the lower of one and one half percent (1.5%) per month and the maximum permitted by law. In addition, we may in our absolute discretion a) modify the payment terms to require full payment in advance; and b) suspend your license to use the Product; and / or c) require you to provide such other assurances as we may require to secure your payment obligations.
- Website: We shall be entitled to suspend, restrict or terminate access to the Product and/or the Website and/or your web access area of the Website or to modify any part of the Product, Website or your web access area of the Website for any reason, including maintenance of the Product, at any time. We shall use reasonable endeavours to ensure as little disruption to you as reasonably practicable should there be any unadvertised downtime on the Website or your web access area of the Website, or should the Product become unavailable. In the event that the Product, the Website or your web access area of the Website is down and unavailable for more than 48 hours, we will discuss with you what manual services in relation to the Product we can make available to you and how they might be delivered.
- Assistance and updates: We can provide you with training, assistance and where required physical installation at a Location or central location beyond the training, assistance and installation service (if any) we normally offer to get you into a position where you and one Authorised User per Location can use the Product. You will give us safe access during opening hours or business to any premises to which you control the access and which we reasonably need to enter to install any hardware or software to enable you to operate the Product. Additional assistance will be charged at our standard hourly rates. A help line (phone and/or email chat) will be operated by us and we will endeavour to respond to you within 24 hours of a request for assistance or help. Ordinary updates may be configured into your servers, computers laptops, tablets and smartphones by downloads from us.
- Product integration: Our Product may be integrated onto third party equipment or terminals or take feeds from third party suppliers to you.
a. With our assistance, as reasonably required, secure the cooperation of such third parties to enable our Product to take feeds of your data from such third party equipment or terminals and suppliers to enable us to feed such data into the Product.
b. You agree that third party suppliers including (but not restricted to) ePOS providers/support providers and fuel suppliers will provide access to the data they process on your behalf, or supply to you, to a level that provides the Products contracted for on this Order Form to be able to run with maximum relevant data.
- Warranties: We shall use all reasonable endeavours to ensure the Products are provided to you as set out in the Order Form We do not warrant that any or all of the Products will meet your requirements or that and or all of the Products will be complete, error free or delivered without interruption. Findings, conclusions and recommendations in the Product are based on information gathered in good faith from both primary and secondary sources, whose accuracy we are not always in a position to guarantee. As such, we can accept no liability whatsoever for actions taken based on any information that may subsequently prove to be incorrect. Except as expressly set out in this Agreement, all express or implied representations and misrepresentations, whether made before or after you have entered this Agreement, warranties, conditions and undertakings are excluded to the maximum extent permissible by law. You assume sole responsibility for the selection, suitability and use of the Products and acknowledge that except as stated above we do not provide any additional warranties or guarantees relating to the Product.
- Indemnification: We and You (“Both Parties”) will, to the extent permitted by law, indemnify, defend and hold harmless the other party from and against any and all claims, demands, complaints, or actions of third parties (including employees of the parties) arising from or relating to this agreement, including personal injury, death and property damage to the extent caused or arising out of the violation of law, gross negligence, fraud, wilful misconduct, tort, breach of statutory duty and/or breach of this agreement. We and you both recognise that death or personal injury caused by a party’s negligence and fraud cannot be excluded from liability. In the event that both parties are at fault they will indemnify each other in proportion to their relative negligence or fault. This clause does not apply to claims relating to the infringement of intellectual property rights.
- Intellectual Property Rights Claims: In addition we will indemnify, defend and hold harmless, you from and against any and all claims, demands, complaints or actions of third parties (including employees of the parties) arising from or relating to this agreement brought against you alleging that and of the Products infringe any patent, copyright, trademark, trade secret or other intellectual property right provided that such Product is used in accordance with our instructions in the manner in which and for the purposes for which we provide the Product. Our obligations under this section are dependent on you i) Promptly notifying us of any claim, ii) Granting us sole control over the defence and settlement of the claim or action. iii) Reasonably cooperating with us in connection with such action at our expense, iv) Abetting no such claim, demand, complaint or action v) have not modified or used (otherwise that for the purposes for which the Product is designed as set out in the description of the Product) the Product nor breached this Agreement in a manner, but for such modification, use or breach, for which no infringement would have occurred. If one or more of our Products becomes or in our opinion is likely to become the subject of such a claim, then in lieu of the indemnity we may, at our expense, i)procure you the right to license using or receiving the Product free of any such liability, ii) replace or modify in whole or part the Product to make it non-infringing without degradation or iii) refund you a pro-rata portion of the fee.
- Limitation of liability: Neither party shall be liable under this agreement to the other party for indirect, special, exemplary, punitive or consequential damages including without limitation loss of goodwill, whether arising from tort, breach of contract, breach of statutory duty or otherwise. Our liability in contract, tort breach of statutory duty or otherwise arising out of or in connection with the Agreement shall in respect of any one or more incidents during the previous 12 months not exceed the total (ex VAT) Fees received by us from you for the Products in the 12 months prior to the date the incident occurs. This clause shall not apply to death or personal injury caused by our negligence.
- Audit: An independent auditor (“Auditor”) may be appointed as agreed between you and us and at our expense with access to any and all of your premises to inspect whether the Product is used by personnel other than Authorised Users, or in any unlisted Location. (“Audit”). Any such Audit shall take place during your regular business hours and shall not unreasonably interfere with your business activities. Only one such Audit shall be allowed in any calendar year. You and we will be given a written report by the Auditor which shall be conclusive and confidential. If an Audit reveals that the Product is used by personnel who are not Authorised Users you agree to promptly make them Authorised Users and if the Product is being used in an undeclared Location, you will reimburse us for any underpaid fees (at the then current list price) together with any costs incurred by us in carrying out the Audit. In addition, you acknowledge that in such circumstances we reserve the right, at our discretion, to terminate this Agreement.
- Force Majeure: We shall not be liable for any delay or failure to perform any obligation under this Agreement insofar as the performance of such obligation is prevented by an event beyond our reasonable control, including but not limited to, earthquake, fire, flood, hacking (provided we have taken reasonable precautions) or any other natural disaster, riot, revolution, terrorism, acts of restraint of government or regulatory authorities, failure of computer equipment and failure or delay of sources from which data is obtained. During any period of force majeure we may suspend the Website and operation of and access to any or all of the Products.
- Duration: The Agreement commences on the date indicated on the Order From (“Order Form”) providing it is accepted by us (“Start date”) and unless terminated sooner in accordance with this agreement, shall expire on the date indicated on the Order Form as the “End Date”. This Agreement shall automatically continue for successive 24 month periods at our then current prevailing rates unless terminated by either party giving at least 60 days’ written notice, termination only to take effect on the end date as specified in the Order Form.
- Termination: If you breach or permit a breach of the terms of this Agreement, we may give you written notice to terminate this Agreement. You acknowledge that such a breach may cause us irreparable harm in respect of which it may be difficult for us to ascertain financial loss. Accordingly, in addition to any other rights that we have, you acknowledge that we shall be entitled to seek injunctive relief in respect of such breach. Without prejudice to any other rights of termination expressed in these Terms, either party may terminate this agreement with written notice to the other on the other commencement of any proceeding seeking administration, liquidation, reorganization or other relief with respect to the other party of its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect, that authorizes the administration, reorganization or liquidation of the other Party or its debt or the appointment of a trustee, receiver, liquidator, custodian or other similar official. Either party may terminate this agreement with written notice to the other party if the other party fails to perform any material obligation hereunder and (in the case of a remediable breach) fails to remedy the breach which it does not remedy within 30 days after receiving written notice of the breach.
- Effect of termination: Termination shall be without prejudice to any accrued claim or right which either Party may have and which Predates termination. Immediately following termination you shall cease using any password provided to any of your Authorised Users in relation to Product access and, if we so require, delete from all computer hardware and storage media and otherwise destroy copies of all the Products and the web access that we have made available to you. You shall warrant that you have done these acts within 7 days of termination. You shall also pay to us any fees that are outstanding.
- Survival: The provisions of clauses 6, 7, 8, 22, 23, 24, 28 (availability of an interim injunction) 29, 30, 32, 33, 34, 35, 36, 37, 38 , 39 and 40 shall survive termination.
- Assignment: You may not assign any of your rights under the Agreement without our prior written consent, not to be unreasonably withheld or delayed. We may assign any of our rights to any subsidiary or affiliated company or third party or as part of a merger, reorganisation or sale of our business. Where an assignment takes place the burden of the agreement shall be assigned along with the benefit, and the agreement shall be novated in favour of the assignee. The assignor shall, in the absence of agreement to the contrary, be liable to the other party up to the date of the assignment.
- Invalidity: Should a court of competent jurisdiction hold that any clause or any part of any clause of this Agreement is void or unenforceable, that clause or part of the clause shall be struck out and the parties agree to replace it with a lawfully binding provision as nearly as they can wit he same commercial effect as the provision found to be void or unenforceable.
- Notices: Any notice, invoice or other document shall be duly given if sent by e-mail, first class post or facsimile to the other party at its registered office or such other address as may be notified. Any notice given to us shall also be given to us at our principal place of business. Notice shall be deemed received 2 working days after sending.
- Solicitation: You agree that during the contractual period and for a period of six (6) months immediately following the termination of his Agreement with the Company for any reason, whether with or without cause, you shall not either directly or indirectly solicit, induce, recruit or encourage any of the Company’s employees, who were involved in the sale, marketing, support or production of the product used, to leave their employment, or attempt to solicit, induce, recruit, encourage or take away employees of the Company.
- Entire Understanding: This Agreement constitutes the entire understanding between the parties relating to the Product and the License granted hereunder and supersedes all previous agreements and understandings whether oral or written relating to the Product and/or the License. In the event of any inconsistency between these terms and conditions and the Order, the Order shall prevail.
- Amendment: These terms and conditions may be amended by us on 30 days’ notice. If you wish to terminate this agreement pursuant to a change in these terms and conditions, the then current terms and conditions will apply until termination of this agreement, which will take place at the next anniversary in accordance with Clause 27 above (Duration). Save as to the foregoing provision, this Agreement may only be varied in writing signed by an authorised representative of each party.
- Waiver: Failure at any time to enforce any of these terms and conditions or to require performance by the other party of any such term or condition shall not be construed as a waiver of such provision or affect the right of either party to enforce the same.
- Rights of Third Parties: A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
- Headings: The headings are for convenience only and are not part of this Agreement.
- Governing law and jurisdiction: This Agreement, the relationship between the parties and any non-contractual rights and the performance of the obligations in connection with this Agreement, shall be governed by, and interpreted in accordance with, English law. Each of the parties agree that the courts of England are to have exclusive jurisdiction to settle any dispute (including claims for setoff and counterclaims) which may arise in connection with the creation, validity, effect, interpretation or performance of, or the legal relationships established by, this Agreement or otherwise arising in connection with this Agreement and for such purposes irrevocably submit to the jurisdiction of the English courts
Edge operates in accordance with the following principles relating to Client Data:
Our business, your data
Edge integrates into Client’s business systems to access your data to enable Client to get a better view of its business metrics and derived insight. Edge acknowledges that Client data and information and their management is critical to Client’s business. This clause sets out how Edge intends to manage Client data and information. In the section below, data includes information.
Categorise and manage
Every piece of data Edge receives, and the data Edge derives from it is assigned a category which determines how Edge manages that data.
Public data may be shared with anyone. Primarily only users of the Edge platform, but potentially with the public also. For example, aggregated and anonymised figures, national averages.
Edge will share this data only with other Clients on the Edge platform. Typically, those who have themselves committed to sharing the same type of data. For example, pole prices.
Only the Client to whom it belongs can view this data. For example, Client’s delivery price and margins.
This category is subject to special controls. Examples would be, Client’s passwords for the Edge platform or other integrated systems.
Data Edge receives from retailers and assigned categories
Deliveries (volumes and prices per litre)
How much fuel is delivered to Client’s PFSs and how much Client pays
How much fuel Client is selling at any PFS or across Client’s portfolio
Client’s sales price, Client’s competitors’ sale prices
Client’s margin, per PFS, per week, per day, per litre
Date Edge derive, and assigned categories
Wholesale fuel price predictions
Derived from past fuel price changes, current trends, industry events etc.
National average sales volumes
Aggregated and anonymised to regional or national figures
National average sales (or pole) prices
Aggregated and anonymised to regional or national figures
Aggregated and anonymised to regional or national figures
Note in relation to aggregated data
Note in relation to aggregated data Confidentiality of the source data used in aggregated data is maintained by ensuring that no single company or PFS represents more than 50% of the source data used for any specific aggregated data point. For example, we will not publish a national average fuel sale price, until the source data is coming from a wide enough variety of sources that no single retailer represents more than 50% of the sales volume used to ascertain the sales prices, and that no single PFS represents more than 50% of the sales volume used to ascertain the sales prices. Our objective in relation to aggregated data is to ensure, using all reasonable endeavours, that the aggregated data cannot be traced back to any one data source. Our commitment to maintain the privacy or confidentiality of your data persists during the term of this agreement and for a reasonable time thereafter provided the data remains confidential, and subject to being required to disclose it to legitimate discloses under compulsion where required (e.g., without limitation to competition, regulatory or tax authorities or to a court).