TERMS & CONDITIONS FOR MAKING USE OF MYIA

1. INTRODUCTION

1.1 These terms of use govern your access to and use of the Services provided, owned and operated by MyWave Group Limited, a company registered with Companies House in England and Wales under number 09670529 whose registered office is at 10 John Street, London, United Kingdom, WC1N 2EB (“MyWave”/“we”/“us”/”our”). Please read these terms of use carefully before using the Services. They are a legal agreement between you and MyWave. Using the Services indicates that you accept these terms of use. If you do not accept these terms of use, please do not use the Services and leave the Platform from which they are provided.

1.2 These terms of use do not apply to your use of the websites https://myia.ai or https://saveonpower.co.uk (“Websites”) which are separately governed by the MyWave Website Terms of Use.

1.3 We may revise these terms of use at any time by updating them, publishing them on our Website and notifying you by email at the email address you provide upon registration for the Services. You should check the Website from time to time to review the then current terms of use because they will be the ones that are binding on you.

2. SOME DEFINITIONS

2.1 The following words and phrases have the following meanings in these terms of use:

“Confidential Information” means information disclosed by (or on behalf of) one party to the other party in connection with these terms of use that is marked as confidential or, from its nature, content or the circumstances in which it is disclosed, might reasonably be supposed to be confidential. It does not include information that the recipient already knew, that becomes public through no fault of the recipient, that was independently developed by the recipient or that was lawfully given to the recipient by a third party.

“Platform” means the online platform accessed by you from the Website;

“Myia” a virtual intelligent agent that communicates with you via the Platform;

“Services” means the services provided by us to you via the Platform.

3. MYIA AND THE SERVICES

3.1 Once you have registered for the Services, we provide you with Myia. Myia is a virtual intelligent agent that works with you to make your life easier.

3.2 You provide us with the details which Myia requests from you.

3.3 We then provide those details to third parties for the purpose of obtaining the best energy plan for you.

3.4 Through Myia, we provide you with alternative energy plans.

3.5 If you wish, we will then assist you in switching to an alternative energy plan.

3.6 The contractual relationship by which you receive and pay for energy will be between you and the energy retailer.

3.7 FEES AND PAYMENT

3.8 You do not need to pay us for using the Services. We are paid by the energy providers who you decide to sign up with.

3.9 LICENCE GRANT AND USE OF APP CONTENT

3.10 In return for you agreeing to comply with these terms of use, MyWave grants you a licence to use the Platform on each device (e.g. phone, tablet) you use to access the Services. We only grant this licence to you and you cannot transfer or sell it to anyone else. We grant identical and similar licences to all users of our Platform. The licence we grant is subject to these terms of use and the Myia Privacy & Cookie Policy.

3.11 All images, text, icons and other content on the Platform (“Content”), as well as the arrangement of the Content on the Platform, is protected by copyright and other intellectual property rights. Except as provided in these terms of use, or otherwise in writing by MyWave, you are not granted any licence to use the Content or its arrangement. Nothing in these terms of use grants you a licence to use any MyWave trade marks or the trade marks of any third parties on the Platform.

3.12 You shall not copy, republish, frame, link to, download, transmit, modify, adapt, rent, lease, loan, sell, assign, distribute, license or sublicense the Platform or any of the Content. No copyright and/or other intellectual property notices or watermarks on any Content shall be deleted or modified.

3.13 You shall not disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Platform except to the extent allowed by law.

3.14 If you breach any of the terms in these terms of use, your permission to use the Platform and the Services automatically terminates. In addition, MyWave shall have the right to block, restrict, disable, suspend or terminate your access to all or any part of the Platform, Services or Content at any time in its discretion without liability to you.

4. YOUR ACCESS TO OUR SERVICES

4.1 While MyWave endeavours to ensure that the Platform and the Services are normally available 24 hours a day, MyWave shall not be liable if for any reason they are unavailable at any time or for any period.

4.2 Access to the Platform and the Services may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for reasons beyond MyWave's control.

4.3 When you register with us and choose a password to protect your secure account, you are responsible for maintaining the confidentiality of your password. If you become aware of any unauthorised use of your account, you must notify us and you should change your password immediately. You are solely responsible for all activities that occur under your password and/or account. You shall not permit anyone else to use your account.

4.4 You shall not use the Platform or the Services if you are under the age of 16.

5. YOUR PRIVACY

5.1 MyWave is committed to respecting your privacy and the privacy of all individuals using the Platform and the Services. More information regarding how MyWave may use your personal data can be found in the Myia Privacy and Cookie Policy which is incorporated into these terms of use by reference.

6. RESTRICTIONS

6.1 You shall not:

(a) use the Platform and/or Services in any unlawful or technically harmful manner;

(b) misuse the Platform and/or Services (including, without limitation, by hacking or inserting malicious code);

(c) resell the Platform and/or Services;

(d) infringe our or any third party’s intellectual property rights in your use of the Platform, Services and/or its Content;

(e) frame or use any framing techniques to enclose the Platform or any part of it;

(f) take any action that in our sole discretion places an unreasonable or disproportionately large load on servers or other infrastructure used by us; or

(g) use the Platform and/or Services in any way which may cause, or be likely to cause, access to or use of the Platform and/or Services to be interrupted, damaged or impaired in any way.

7. CONFIDENTIALITY

7.1 The recipient of any Confidential Information will not disclose that Confidential Information, except to Group Companies, employees and/or professional advisors who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The recipient will ensure that those people and entities: (a) use such Confidential Information only to exercise rights and fulfil obligations under this Agreement, and (b) keep such Confidential Information confidential. The recipient may also disclose Confidential Information when required by law after giving reasonable notice to the discloser, such notice to be sufficient to give the discloser the opportunity to seek confidential treatment, a protective order or similar remedies or relief prior to disclosure.

8. LINKS TO AND FROM APPS AND OTHER WEBSITES

8.1 Links to any third party apps and websites on the Platform are provided solely for your convenience. MyWave has not reviewed all of these third party apps and websites and does not control and is not responsible for these apps/websites or their content or availability. MyWave does not endorse or make any representations about them, or any material found there, or any results that may be obtained from using them. If you decide to access any of the third party apps/websites linked to the App, you do so entirely at your own risk.

9. DISCLAIMER

9.1 While MyWave endeavours to ensure that the Content is correct, MyWave does not warrant the accuracy and completeness of the Content. MyWave may make changes to the Content at any time without notice. The Content may be out of date and MyWave makes no commitment to update such material.

9.2 The material on the Platform is provided "as is", without any conditions, warranties or other terms of any kind. Accordingly, to the maximum extent permitted by law, MyWave provides you with the Platform and the Services on the basis that MyWave excludes all representations, warranties, conditions and other terms (including, without limitation, the conditions implied by law of satisfactory quality, fitness for purpose and the use of reasonable care and skill) which, but for these terms of use, might have effect in relation to the Platform and Services.

10. INDEMNITY

10.1 You shall indemnify MyWave against any loss, damages, costs or expenses which are awarded against or incurred by MyWave as a result of any claim or threatened claim (including any claim or threatened claim by a third party) arising out of or related to:

(a) any breach by you of any of these terms of use or applicable law;

(b) your misuse of the Platform and/or the Services;

(c) your infringement of intellectual property rights; and/or

(d) your failure to provide accurate, up to date information.

11. LIABILITY

11.1 Nothing in these terms of use shall exclude or limit either your or MyWave’s liability for:

(a) death or personal injury resulting from the negligence of the other or their servants, agents or employees; or

(b) fraud or fraudulent misrepresentation.

11.2 Save to the extent that these terms of use state otherwise, nothing in these terms of use shall exclude or limit your liability under clause 10 (Indemnity).

11.3 Subject to clauses 11.1 and 11.2, neither you nor MyWave shall be liable in contract, tort (including, without limitation, negligence), pre-contract or other representations (other than fraudulent misrepresentation) or otherwise arising out of or in connection with these terms of use for:

(a) any economic losses (including, without limitation, loss of revenues, profits, contracts, data, business, anticipated savings or cost of substitute services);

(b) any loss of goodwill or reputation; or

(c) any special, indirect or consequential losses;

in any case, whether or not such losses were within the contemplation of you or MyWave at the date of these terms of use, suffered or incurred by you or MyWave arising out of or in connection with the provisions of, or any matter under, these terms of use.

11.4 Subject to clauses 11.1, 11.2 and 11.3, each party's total liability to the other in relation to all events or series of connected events occurring under these terms of use (and whether the liability arises because of breach of contract, negligence or for any other reason) shall be limited to £10,000.

11.5 Nothing in these terms of use excludes any statutory rights which may apply to your use of the Platform and/or the Services which cannot be excluded, restricted or modified by contract.

12. TERMINATION

12.1 We may terminate these terms of use immediately by written notice to you:

(a) if you commit a material or persistent breach of these terms of use which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so; and/or

(b) if you breach any of clauses 3.12, 3.13 or 7.

12.2 You may discontinue your use of the Platform and the Services at any time. These terms of use will continue to apply to past use of the Platform and the Services by you.

12.3 On termination for any reason:

(a) all rights granted to you under these terms of use shall cease; and

you must immediately cease all activities authorised by these terms of use; and

13. MISCELLANEOUS

13.1 To contact us in writing send your communication to us by e-mail to MyWave at contact-us@myWave.me.

13.2 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these terms of use that is caused by any act or event beyond our reasonable control, including failure of public or private telecommunications networks (“Event Outside Our Control”). If an Event Outside Our Control takes place that affects the performance of our obligations under these terms of use:,

our obligations under these terms of use shall be suspended for the duration of the Event Outside Our Control; and

we will use our reasonable endeavours to find a solution by which our obligations under these terms of use may be performed despite the Event Outside Our Control.

13.3 We may transfer our rights and obligations under these terms of use to another organisation, but this will not affect your rights or our obligations under these terms of use.

13.4 You may only transfer your rights or obligations under these terms of use to another person if we agree in writing.

13.5 A person who is not a party to these terms of use has no right to enforce any term of these terms of use.

13.6 If we fail to insist that you perform any of your obligations under these terms of use, 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 and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.

13.7 Each of the conditions of these terms of use operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.

13.8 These terms of use shall be governed by and construed in accordance with English law. Disputes arising in connection with these terms of use shall be subject to the exclusive jurisdiction of the English courts. In addition, you have the option to use the Online Dispute Resolution (ODR) platform which is accessible here - http://ec.europa.eu/consumers/odr/index_en.htm.

Issue Date: 29 September 2016