Dated DD MMM YYYY LICENCE FOR USE OF ECOES DATA MRASCo Limited AND [LICENSEE] 1 of 12 This AGREEMENT is made on [DD MMM YYYY] between MRA Service Company Limited (registered number 03490321) whose registered office is at 10 Fenchurch Street, London EC3M 3BE (“MRASCo”) and [xxxx] (registered number [####]) whose registered office is at [xxxxx] (“the Licensee”). WHEREAS MRASCo hereby grants to the Licensee a license to access ECOES / use ECOES Data on the terms and conditions set out in this Agreement. 1 1.1 DEFINITIONS In this Agreement each of the following terms shall, unless the context otherwise requires, have the meanings shown below: “Agreement” means this Agreement “Authorised Users” an individual who may be an employee of the Licensee or an agent acting on the Licensee’s behalf whom the Licensee authorises to have access to ECOES / ECOES Data and whose acts and/or omissions shall be deemed to be those of the Licensee “Commencement Date” DD MMM YYYY “Data Protection Act” means the Data Protection Act 1998 (as amended from time to time) “ECOES” has the meaning given to the term ‘Electricity Central Online Enquiry Service’ in the MRA “ECOES Data” the data sourced from ECOES and provided by MRASCo and any data, analysis, report or product derived from, based on, or relying upon ECOES Data, as set out in Schedule 1 of this Agreement “ECOES Service Provider” means the provider of technical services for ECOES “Electricity Act” The Electricity Act 1989, as amended “Intellectual Property” registered and unregistered copyright, patents, registered design rights, trade marks, and/or intellectual property rights existing in any jurisdiction and all rights to apply for the same “Licence Fee” the sums to be paid to MRASCo in accordance with Schedule 1 of this Agreement “MEC” or “MRA Executive Committee”, has the meaning given to that term in the MRA “Metering Point” has the meaning given to that term in the MRA “MPAN Core” means the 13 digit numeric identifier that uniquely identifies a Metering Point within Great Britain “MRA” means the Master Registration Agreement “MRA Party” has the meaning given to the term “party” in the MRA __________ MRASCo 2 of 12 __________ Licensee 2 “Parties” means the parties to this Agreement and where the context permits include their successors in title “Password” means the password notified by the ECOES Service Provider in writing to enable access to ECOES “Purpose” has the meaning given to that term in Clause 2 of this Agreement “Registration” or “Registered” has the meaning given to that term in the MRA “Supplier” has the meaning given to that term in the MRA “Term [x month(s) / y year(s)] “Territory” means Great Britain “Username” means the user name notified by the ECOES Service Provider in writing to enable access to ECOES, as appropriate “Working Days” means a day (not being a Saturday of a Sunday) on which banks are open for the full range of general banking business in the City of London LICENCE, PURPOSE AND RESTRICTIONS 2.1 MRASCo hereby grants the Licensee a non-exclusive, non-assignable, personal and non-transferable licence (“the Licence”) to use ECOES / ECOES Data on the terms and conditions set out in this Agreement. 2.2 The Licensee is granted a Licence to use ECOES / ECOES Data solely for the Purpose in the Territory. 2.3 The permitted use(s), data items, method and frequency of access to ECOES / ECOES Data are enumerated in Schedule 1 of this Agreement. 2.4 The Licensee shall not sub-licence the use of ECOES / ECOES Data nor use it in ways other than as set out in this Agreement. 2.5 The Licensee may not use ECOES / ECOES Data for purposes other than those set out in Clause 2.3 without MRASCo’s prior written consent (not to be unreasonably withheld). The Licensee shall not make available to any third party or publish or otherwise exploit modify or create derivate works from or combined with any other material in whole or in part of ECOES / ECOES Data. 3 3.1 3.2 LICENSEE’S OBLIGATIONS The Licensee hereby undertakes that ECOES Data is to be treated as confidential and further undertakes that: 3.1.1 ECOES Data be limited in access and use on a strictly “need to know basis”; 3.1.2 ECOES Data and all rights to it shall be considered the exclusive property of MRASCo; and 3.1.3 it will take all necessary steps to ensure that its employees, Directors, officers, representatives and agents comply with all the provisions of this Agreement. The Licensee shall: 3.2.1 __________ MRASCo supervise and control use of ECOES / ECOES Data in accordance with the terms of this Agreement; 3 of 12 __________ Licensee 3.3 4 4.1 4.2 5 3.2.2 not display any part of ECOES / ECOES Data on a public bulletin board, ftp (File Transfer Protocol Site), world wide web site, chat room or by any other unauthorised means; 3.2.3 receive, if applicable, and hold the Password in the strictest confidence and take all reasonable security precautions in the safekeeping of the Password and in preventing its unauthorised disclosure to third parties without MRASCo’s prior written consent; 3.2.4 ensure that Authorised Users are informed of and are contractually bound to safeguard the confidential nature of ECOES / ECOES Data. The Licensee warrants that: 3.3.1 they will not use or permit or condone the use by Authorised Users of ECOES / ECOES Data or parts thereof for sale resale loan transfer hire or other form of exploitation for monetary reward; and 3.3.2 where personal data (as defined in the Data Protection Act 1998 (“the Act”)) is recorded on ECOES or contained in ECOES Data in respect of an MPAN (including emergency contact details) the Licensee will have notified the persons to whom such personal data relates that such information is utilised on ECOES and complied with all obligations of a data controller with respect to such data as set out in the Act. MRASCo’s OBLIGATIONS AND EXCLUSION OF LIABILITY MRASCo has endeavoured to ensure that ECOES Data is accurate but shall not be liable to the Licensee for any loss or damage whatsoever resulting from omissions or inaccuracies in ECOES Data howsoever caused (including but not limited to MRASCo’s negligence). ECOES Data is provided on an ‘as is’ basis and accordingly MRASCo does not give any warranty expressed or implied or make any representation that it will be: 4.1.1 suitable for any particular requirement of the Licensee or for any particular use by the Licensee (notwithstanding that such requirement or use or conditions may be known to MRASCo); or 4.1.2 compatible with the Licensee’s hardware equipment or software environment; or 4.1.3 complete or accurate or up to date. MRASCo is not obliged to provide access to information on any particular MPAN or any particular data item. LICENCE FEE 5.1 In accordance with the MRA, the Licensee shall pay to MRASCo the Licence Fee listed in Schedule 2 prior to receiving access to ECOES / ECOES Data. 5.2 The Licensee acknowledges and accepts that the Licence Fee specified in Clause 5.1 of this Agreement is subject to increase from time to time as determined by MEC and, if such charge is increased, Clause 5.1 shall be deemed to be amended and the Licensee shall be liable to pay the increased charge from the relevant date notified by MRASCo. __________ MRASCo 4 of 12 __________ Licensee 6 CONFIDENTIALITY 6.1 During the term of this Agreement and thereafter both Parties agree to keep all information that they obtain about the other concerning the business, finances, technology and affairs of the other, and regardless of its nature (“Confidential Information”), strictly confidential. 6.2 The provisions of this Clause 6.1 shall cease to apply to: 6.3 7 7.1 6.2.1 confidential Information that has come into the public domain other than by breach of this Clause or any other duty of confidence; 6.2.2 confidential Information already in the possession of the receiving Party before it was made known by the other Party; 6.2.3 confidential Information obtained from a third party without breach of this Clause or any other duty of confidence; 6.2.4 confidential Information required to be disclosed by law or some regulation of equivalent effect; and 6.2.5 confidential Information that is trivial and obvious. Each Party undertakes to use its reasonable efforts to keep the Confidential Information in safe custody and not part with possession or control thereof to any person other than any Authorised Users, Directors, employees and agents of each Party. AUDIT MRASCo may carry out an annual audit of the Licensee to confirm the Licensee is: 7.1.1 compliant with data protection legislation; 7.1.2 compliant with the terms and conditions of this Agreement; and 7.1.3 not carrying out any activities which represent a material risk to the MRA or MRASCo. 7.2 The Licensee will be given at least 20 Working Days notice of any requirement to provide evidence or a site visit. 7.3 The Licensee shall reimburse MRASCo for the reasonable cost of carrying out the audit in accordance with Schedule 2 of this Agreement. 7.4 The Licensee acknowledges and accepts that the audit fee referred to in Clause 7.3 of this Agreement is subject to increase from time to time as determined by MEC and, if such charge is increased, Clause 7.3 shall be deemed to be amended and the Licensee shall be liable to pay the increased fee. 8 8.1 LIABILITY Notwithstanding anything else contained in this Agreement but subject to Clauses 8.5 and 8.6 neither Party shall be liable to the other for loss (whether direct or indirect) of goodwill reputation profits business or business opportunities or anticipated savings or for any special indirect incidental or consequential loss or damage whatsoever (including without limitation loss or corruption of data, loss of programs, loss (whether direct or indirect) of goodwill, reputation, profits, business or business opportunities or anticipated savings) even if advised of the possibility thereof and whether arising from negligence breach of contract breach of statutory duty or howsoever. __________ MRASCo 5 of 12 __________ Licensee 8.2 Subject at all times to the provisions of Clause 8.6 the User hereby agrees to indemnify MRASCo against any loss injury or damage actions claims proceedings demand cost (including all legal costs and any compensation costs and disbursements paid by MRASCo to compromise or settle any claim) occasioned to MRASCo by any claim action or threatened proceedings which are the consequence or arise out of any breach of Clauses 2 and 4. 8.3 Nothing in this Agreement shall limit or exclude either Party’s liability for death or personal injury resulting from their own negligence or that of its employees, agents or subcontractors or any other liability not capable of exclusion or limitation by reason of statute. 8.4 Except as otherwise expressly provided in Clauses 4 and 8 all conditions, warranties, terms, representations and undertakings expressed or implied, statutory or otherwise, in respect of ECOES or Data are hereby expressly excluded. 8.5 The Licensee acknowledges and accepts that it shall not have any claim or entitlement whatsoever or howsoever arising against MRASCo or any other person (including any MRA Party or the ECOES Service Provider) in relation to or as a result of each or any of the following: 9 8.5.1 the provision, supply, receipt, obtaining and/or any delay or failure to provide, supply, receive or obtain (in each case in whole or in part) any ECOES Data; and 8.5.2 any corruption, omission, error, inaccuracy, incompleteness, unreliability, lack of currency or lack of updating of or in any ECOES Data provided, supplied, received or obtained pursuant to this Agreement. TERMINATION AND SURVIVORSHIP 9.1 The Licensee may terminate this Agreement at any time upon 20 Working Days written notice to MRASCo. This Agreement shall terminate immediately upon the expiration of such notice. 9.2 Subject to both Parties agreeing, and notwithstanding Clause 9.3 which shall take precedent, this Agreement may be renegotiated, amended via a Framework Variation or terminated in advance of the earliest termination date by either Party giving such notice in writing to the other Party as agreed between the Parties. 9.3 A Party (the “Initiating Party”) may terminate this Agreement with immediate effect by notice to the other Party (the “Breaching Party”) on or at any time after the occurrence of any of the following events: 9.3.1 the Breaching Party being in material breach of any of the material terms or conditions of this Agreement and, if the breach is or was capable of remedy, having failed to remedy the breach within 20 Working Days of receipt of a notice from the Initiating Party giving full details of the breach, requiring the Breaching Party to remedy the breach and stating that a failure to remedy the breach may give rise to termination under this Clause 9; 9.3.2 the Breaching Party passing a resolution for its winding-up, or a court of competent jurisdiction making an order for the winding-up or dissolution of the Breaching Party; 9.3.3 the making of an administration order in relation to the Breaching Party or the appointment of a receiver over, or an encumbrance taking possession of or selling, the whole or any substantial part or parts of the Breaching Party’s assets, rights, or revenues; __________ MRASCo 6 of 12 __________ Licensee 9.3.4 the Breaching Party making an arrangement or composition with its creditors generally or making an application to a court for protection from its creditors generally; 9.3.5 the Breaching Party being unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986. 9.4 Upon termination of this Agreement in accordance with Clause 9.1 or 9.2 the Licence granted under Clause 2 shall terminate with immediate effect and the Licensee shall cease to have the right to use ECOES / ECOES Data. 9.5 On termination of this Agreement the Licensee shall: 9.5.1 forthwith return to MRASCo all copies of ECOES Data or (if the copies are of a media which are non-removable) delete all copies of ECOES Data in such a way that they cannot be recovered; and 9.5.2 stop using ECOES / ECOES Data. 9.6 The Licensee shall not be entitled to reimbursement of the Licence Fee payable pursuant to Clause 3 of this Agreement upon termination of this Agreement. 9.7 The provisions of Clauses 3.1, 6, 8, 9.4 and 9.7 shall survive the termination of this Agreement. 9.8 Expiry or termination of this Agreement pursuant to this Clause 9 shall be without prejudice to any other rights or remedies a Party may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of either Party nor the coming into force or continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination. 10 INTELLECTUAL PROPERTY 10.1 The Licensee hereby acknowledges and agrees that as between MRASCo and the Licensee Intellectual Property and other rights subsisting in or used in connection with ECOES or ECOES Data as a whole and in the components of ECOES or ECOES Data do not belong to the Licensee and are protected by copyright laws, national and international, and all other applicable laws and the Licensee shall not acquire any interest in Intellectual Property or any rights in it other than the rights granted hereby. MRASCo’s rights under this Clause 10.1 shall be without prejudice to any other Party’s rights of ownership of data as provided in the MRA. 11 AUTHORITY 11.1 Each Party warrants to the other that it has full power and authority to enter into this Agreement. 12 GENERAL 12.1 This Agreement (as amended from time to time) contains the entire agreement and understanding between the Parties relating to ECOES / ECOES Data and supersedes any previous agreements, arrangements, undertakings or proposals, written or oral, between them. No oral explanation or oral information given by either Party shall alter the interpretation of this Agreement. Each Party confirms that, in agreeing to enter into this Agreement, it has not relied on any representation save insofar as the same has expressly been made a representation in this Agreement and agrees that it shall have no remedy in respect of any misrepresentation which has not become a term of this Agreement save that the agreement of the Parties contained in this Clause 13.1 shall __________ MRASCo 7 of 12 __________ Licensee not apply in respect of any fraudulent or negligent misrepresentation whether or not such shall become a term of this Agreement. 12.2 Without prejudice to Clause 5, no addition to, or modification of, any provision of this Agreement shall be binding on the Parties unless made by a written instrument and signed by a duly authorised representative of each of the Parties. 12.3 The failure to exercise or delay in exercising a right or remedy under this Agreement shall not constitute a waiver of the right or remedy or a waiver of any other rights or remedies and no single or partial exercise of any right or remedy under this Agreement shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy. The rights and remedies contained in this Agreement are cumulative and not exclusive of any rights or remedies provided by law. 12.4 The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect or impact the continuation in force of the remainder of this Agreement. 12.5 Nothing in this Agreement shall be construed as creating a partnership or joint venture of any kind between the Parties or as constituting either Party as the agent of the other Party for any purpose whatsoever and neither Party shall have the authority or power to bind the other Party or to contract in the name of or create a liability against the other Party in any way or for any purpose. 12.6 Each Party undertakes with the other to use all its reasonable endeavours to give effect to the spirit and intent of this Agreement. 12.7 . It is the User’s responsibility to refer to and comply with these terms and conditions on accessing ECOES and MRASCo reserves all rights to take action against the User should they fail to comply with the terms (as they may be amended from time to time). 12.8 Nothing in this agreement shall restrict MRASCo’s right to withdraw ECOES or any component part included in it, although reasonable endeavours shall be used to give the User notice of any such change. 13 PUBLICITY 13.1 Subject to Clause 13.2, neither Party shall, without the prior written consent of the other, such consent not to be unreasonably withheld or delayed: 13.1.1 make any announcement, with respect to this Agreement, its subject matter, the Services, or the conduct, performance or behaviour of a Party; or 13.1.2 use or refer to any trade mark, trade name or brand of the other Party. 13.2 For the purposes of publicising details of recipients of ECOES Data / access the Licensee hereby agrees that MRASCo may publicise the Licensee’s company name and address as detailed within this Agreement and as deemed appropriate by MRASCo on the MRA website (www.mrasco.com). 14 NOTICES 14.1 Any notice, request or other communication to be made by one Party to the other under or in connection with this Agreement shall be in writing and shall be delivered personally or sent by first class post, courier, email (or other similar form of electronic communication) or fax to that other Party as follows: __________ MRASCo 8 of 12 __________ Licensee 14.1.1 if to MRASCo Central Administration Service MRASCo Ltd c/o Gemserv 10 Fenchurch Street London EC3M 3BE Fax: 0207 090 1001 Email: CAS@gemserv.com 14.1.2 if to the Licensee [insert contact details] or to any such other persons, addresses (physical or electronic) or fax numbers as may from time to time be notified by one Party to the other. 14.2 Unless otherwise stated in this Agreement, a notice, request or other communication given in accordance with Clause 14.1 shall be deemed to have been given: 14.2.1 if delivered personally, when left at the address referred to above (provided that if it is delivered after 17:00 on a Working Day, it shall be deemed to be given on the next following Working Day); or 14.2.2 if sent by post, 3 Working Days after the date of posting; 14.2.3 if sent by email, or some other form of electronic communication, on the Working Day following that on which it is sent; 14.2.4 if sent by fax, upon production by the sender's equipment of a transmission report indicating that the fax was sent to the fax number of the recipient in full without error (provided that if it is sent after 17:00 on a Working Day, it shall be deemed to be sent on the next following Working Day). 15 LAW AND JURISDICTION 15.1 This Agreement shall be governed by and construed in all respects and in accordance with the laws of England and Wales and the parties hereby agree to submit to the nonexclusive jurisdiction of the courts of England and Wales. __________ MRASCo 9 of 12 __________ Licensee IN WITNESS the duly authorised representatives of the Parties have executed this Agreement the day and year first before written. Signed on behalf of MRASCo Limited By: Name: ……………………………………………. Signed on behalf of [xxxx] By: Name: ……………………………………………. __________ MRASCo 10 of 12 __________ Licensee Schedule 1: Access Permission __________ MRASCo 11 of 12 __________ Licensee Schedule 2: Fees [Schedule 2 would be constructed according to the commercial terms agreed between the Parties] The Licence Fee may comprise any one, or combination of, the following as agreed between the Parties: A. an amount payable prior to commencement and thereafter on the anniversary of the Commencement Date, where appropriate; B. a one-off charge; C. a transaction charge. In addition, the Licensee agrees to meet the reasonable audit costs associated with this Agreement. The audit fees will be as agreed by MRASCo Ltd from time to time and dependent upon all the circumstances that apply to the Licensee, and not limited to the nature of the required access. In the event this Agreement is terminate in accordance with clause 9.1 any fees paid by the Licensee will not be refunded. __________ MRASCo 12 of 12 __________ Licensee
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