Terms of use

1. License

Gridly grants you a non-exclusive, non-transferable right to use the Services, subject to these terms of use: for a business, solely for its own internal business purposes; for a consumer, solely for personal use. All rights not expressly granted to you are reserved by Gridly and its licensors.

You may not use the Services to monitor their availability, performance or functionality, or for any other benchmarking or competitive purpose, or disclose the results of such a benchmark to any third party. You shall not:

• license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit the Services in any way;
• modify the Services or make derivative works based on them;
• remove or modify any markings or notices of proprietary rights in the Services;
• reverse engineer the Services, except to the extent permitted by mandatory law;
• send spam or other duplicative or unsolicited messages in violation of applicable law;
• send or store infringing, obscene, threatening, libelous or otherwise unlawful or tortious material, including material harmful to children or that violates the privacy rights of third parties;
• send or store material containing viruses, worms, Trojan horses or other harmful code, files, scripts, agents or programs;
• interfere with or disrupt the integrity or performance of the Services or the data they contain; or
• attempt to gain unauthorized access to the Services or their related systems, networks or connected devices.

You agree to use the Services within any technical and usage limits that apply, including the number of users, sites, connected devices, integrations, API requests and data storage.

If you are a business: during the term of the Agreement and for three years after it ends, Gridly may, with 30 days' written notice, inspect and audit your records to verify compliance with the Agreement and these terms of use. You agree to cooperate with the audit and give us reasonable assistance and access to information. If needed to allow authorities or Gridly to carry out export control checks, you will, at Gridly's request, promptly provide all information about the end customer, destination and intended use of the goods, works and services provided by Gridly, and any export control restrictions that apply.

2. Your responsibilities

You are responsible for all activity under your accounts. You shall comply with all applicable laws, treaties and regulations in connection with your use of the Services, including those related to export control, data privacy, electrical installations and grid connections, and the transmission of technical or personal data. You shall keep your account information, passwords and access codes confidential and handle them with care. You shall:

• notify Gridly immediately of any unauthorized use of a password or account, or any other known or suspected security breach;
• report to Gridly immediately, and use reasonable efforts to stop, any known or suspected copying or distribution of (parts of) the Services; and
• not impersonate another user or provide false identity information to gain access to or use the Services.

3. Energy management and connected devices

The Services can read data from and send control commands to devices at your site, such as a home or business battery, solar inverter, heat pump or charger, either directly through the Gridly Edge Gateway or through the systems of the device manufacturer. By connecting a device to Gridly, you authorize Gridly to read and control that device on your behalf, within the settings you choose.

You are responsible for making sure that:

• your installation and devices were installed by a qualified installer and comply with applicable law, grid operator requirements and the instructions of the manufacturer;
• you are entitled to connect the devices and any accounts with manufacturers or energy suppliers to Gridly; and
• the settings you choose (such as minimum state of charge or capacity limits) suit your installation and your contracts with your energy supplier and grid operator.

Forecasts, schedules, savings and other figures shown in the Services are estimates based on available data, such as weather forecasts, energy prices and measured consumption. Actual results may differ, and Gridly does not guarantee any savings or revenue.

The Services depend on third parties such as device manufacturers, energy suppliers, data providers and internet and mobile network operators. Gridly is not responsible for their availability, the data they provide or changes they make to their systems. Your device keeps operating according to its own safety limits; the Services never replace the safety functions of your installation.

4. Your intellectual property rights

As between Gridly and you, you own all rights, title and interest, including all related intellectual and industrial property rights, in and to the Customer Data and Customer Deliverables. Gridly assigns and transfers to you any rights, title or interest it may acquire in Customer Deliverables once you have paid for them in full. Subject to these terms of use, and for as long as you have the right to use the Services, Gridly grants you a limited, non-exclusive, non-transferable and terminable license to use any Content incorporated in the Customer Deliverables, solely in connection with your authorized use of the Services.

You grant Gridly the right to use Customer Data to provide, maintain and improve the Services, as described in the Gridly privacy notice.

5. Gridly's intellectual property rights

Gridly and, where applicable, its licensors own all rights, title and interest, including all related intellectual and industrial property rights, in and to all Services of Gridly (including all algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) and any Feedback. These terms of use are not a sale and do not transfer to you any ownership of the Services or of the intellectual property rights of Gridly. The Gridly name, the Gridly logo and the product names associated with the Services are trademarks of Gridly or third parties, and no right or license is granted to use them.

If you are a business, Gridly may use your logo and refer to your name and the nature of the Services provided to you in its marketing, including on the Gridly website, unless you object to this in writing.

6. Privacy and security

Gridly's privacy and security policies are described in the Gridly privacy notice at www.gridly.energy/privacy/. Gridly may change these policies from time to time. Gridly uses your email address to send you notices related to the Services, including notices required by law and changes to features of the Services; we only send you offers in accordance with applicable law. Gridly's implementation, development and operations teams may access and use your account information and Customer Data to deliver the Services, to respond to service or technical problems, at your request, or to provide Professional Services. Gridly may change the account, access and identification codes assigned to you.

7. Free use and trial period

Gridly may offer parts or specific editions of the Services free of charge (for example a trial, pilot or demo). Gridly determines the conditions for free use at its sole discretion and may change them at any time. For paid parts or editions, Gridly may give you a free trial period starting when you accept these terms of use. If you do not purchase a paid subscription before the trial period ends, your access to those paid parts of the Services will be suspended, and Customer Data stored in them may be deleted. If you want to continue using those Services, you must contact Gridly or your installer or partner and purchase a paid subscription.

8. Representations and warranties

Gridly implements commercially reasonable technical and organizational measures to protect the availability, confidentiality and integrity of the Services, the Customer Data and personal data. However, unless explicitly agreed otherwise in writing between the Parties, the Services are provided "as is" and "as available", without warranties of any kind, and you access and use them at your own risk, without any right to support, maintenance, updates or other services. Gridly and its licensors make no representation, warranty or guarantee as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of the Services. Gridly and its licensors do not represent or warrant that:

• the use of the Services will be secure, timely, uninterrupted or error-free, or will work in combination with any other hardware, software, system or data;
• the Services will meet your requirements or expectations;
• any stored data will be accurate or reliable;
• the quality of any products, services, information or other material purchased or obtained by you through the Services will meet your requirements or expectations;
• errors or defects will be corrected; or
• the Services or the servers that make them available are free of viruses or other harmful components.

To the maximum extent permitted by applicable law, Gridly and its licensors disclaim all conditions, representations and warranties, whether express, implied, statutory or otherwise, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement of third party rights. The Services may be subject to limitations, delays and other problems inherent in the use of the internet and electronic communications. Gridly is not responsible for delays, delivery failures or other damage resulting from such problems.

You, not Gridly, are solely responsible for the accuracy, quality, integrity, legality, reliability and appropriateness of the Customer Data you provide, and for having the right to use it. Gridly may establish or change its general practices and limits relating to the storage of Customer Data. You confirm that you have not falsely identified yourself or provided any false information to gain access to the Services.

9. Limitation of liability

To the maximum extent permitted by applicable law, Gridly's total liability for any claim arising out of or relating to the Services, these terms of use and/or any Agreement shall not exceed the total amount paid by you to Gridly for the Services during the twelve (12) months before the date of the claim.

To the maximum extent permitted by applicable law, Gridly and its licensors are not liable to anyone for any indirect, punitive, special, exemplary, incidental or consequential damages or costs of any kind (including loss of data, revenue, profits, savings, goodwill, use or other economic advantage, and damage to or wear of connected devices) arising out of or in any way connected with the Services and/or the Agreement, including the use of or inability to use the Services, or any interruption, inaccuracy, error or omission, even if Gridly and/or its licensors were advised of the possibility of such damages or could reasonably have foreseen them. This applies whether the alleged liability is based on contract, tort, negligence, strict liability or any other basis.

These limitations do not apply to damage caused by the intent or deliberate recklessness of Gridly's management, or to the extent that liability cannot be limited or excluded under mandatory law, including consumer law.

10. Indemnification

If you are a business, you shall defend, indemnify and hold harmless Gridly, its licensors and each of their parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents from and against all claims, proceedings, actions, fines, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with:

• any non-compliance with export control regulations;
• a claim or alleged claim that you violate any third party right, including any privacy, publicity or intellectual property right;
• a claim arising from a breach by you or your users of the Agreement, these terms of use or any law, rule, regulation or treaty; or
• third party product liability claims due to a defect in a product or service delivered by you to a third party that consisted in part of hardware, software, websites, databases or other materials supplied by Gridly.

11. Notices

Gridly may give notice through a general notice in the Services, by email to the email address in your account, or by letter to the address in your account. A notice is deemed given 48 hours after posting (by letter) or 12 hours after sending (by email). You may give notice to Gridly at any time by email to support@gridly.energy; such a notice is deemed given when Gridly receives it.

12. Assignment; change of control

You may not transfer or assign an Agreement, or the rights arising from these terms of use, without Gridly's prior written approval. Gridly may assign the obligations arising from these terms of use and/or an Agreement without notice to you and without your consent; if you are a consumer, only to a party that offers you the same level of protection. Any transfer or assignment in violation of this section is null and void. If you are a business and an actual or proposed change of control results or would result in a direct competitor of Gridly directly or indirectly owning or controlling 50% or more of you, Gridly may terminate the Agreement or these terms of use for cause, effective immediately upon written notice.

13. Force majeure

Gridly is not bound to fulfil any obligation if it is prevented from doing so by force majeure. Force majeure includes strikes, company sit-ins, blockades, embargoes, government measures, war, revolution or any similar situation, power failures, failures of the electricity grid, faults in electronic communication lines, cable breaks, fires, explosions, water damage, lightning damage, natural disasters, flooding and earthquakes, shortage or sickness of personnel, outages or changes of systems of device manufacturers, energy suppliers and other third parties on which the Services depend, and non-fulfilment or force majeure of suppliers of Gridly.

14. Export control

Gridly's obligations under these terms of use are conditional upon your compliance with all applicable export and re-export controls, embargoes and economic and trade sanctions laws and regulations, including those of the European Union, the Netherlands and the United States ("Export Laws"), and you agree to comply with them. You confirm that the Services and any derivatives of them will not be (i) used or accessed by a Sanctioned Person, (ii) exported, re-exported, shipped, distributed, delivered, sold, resold, supplied or otherwise transferred, directly or indirectly, to a Sanctioned Person or otherwise contrary to Export Laws, (iii) used for any purpose prohibited by Export Laws, or (iv) unless expressly authorized by Gridly in writing, used for non-civilian purposes (such as armaments, nuclear technology, weapons, or any other use in the field of defense and military). You confirm that you are not a Sanctioned Person and that you will not access, or help a third party access, the Services from a Sanctioned Country.

Gridly is not obliged to perform under these terms of use if performance is prevented by impediments arising from national or international foreign trade or customs requirements, or from embargoes or other sanctions, including those imposed by the United Nations, the European Union or the United States. If you fail to comply with this section, Gridly may suspend or terminate your access to the Services.

15. Termination and changes

Gridly may stop providing Services that are free of charge at any time, for any reason. Where reasonably possible, Gridly will notify you in advance. Gridly is not liable to you or any third party for any modification, suspension or termination of free Services. You may stop using the Services and delete your account at any time. The following sections survive the termination or expiry of the Agreement: 4 (Your intellectual property rights), 5 (Gridly's intellectual property rights), 8 (Representations and warranties), 9 (Limitation of liability), 10 (Indemnification) and 16 (Final provisions).

Gridly may change these terms of use and its policies relating to the Services. The changed version takes effect when it is published in the Services or on www.gridly.energy/terms/. If a change is to your disadvantage, we will inform you in advance through the Services or by email. If you do not agree with a change, you may stop using the Services. Continued use of the Services after a change takes effect means that you accept it.

16. Final provisions

Dutch law governs Agreements and these terms of use. The United Nations Convention on Contracts for the International Sale of Goods 1980 does not apply. Any disputes between the Parties arising from or related to Agreements or these terms of use shall be submitted exclusively to the competent court in Rotterdam, the Netherlands, without prejudice to the right of a consumer to have a dispute decided by the court that is competent under the law. These terms of use, together with any other legal notices and Agreements, constitute the entire agreement between you and Gridly concerning the delivery of the Services.

If (parts of) provisions of these terms of use, Agreements or annexes are or become unlawful, invalid or unenforceable, the remaining provisions, and the valid part of the invalid provision, remain fully in force. The unlawful, invalid or unenforceable provision is deemed replaced by a provision that comes as close as possible to its legal and commercial purpose.

17. Definitions

• "Agreement": the arrangements agreed in a form, document or otherwise, under which Gridly delivers the Services or any other products or services defined in them.
• "Content": the audio and visual information, documents, software, products, services, tools, code samples, templates, components, libraries, know-how, techniques and expertise (i) contained in or made available to you through the Services, or (ii) used or developed by Gridly in developing or delivering Customer Deliverables.
• "Customer Data": any data, information or material, including account and user information, site and device information, energy and measurement data, settings and documents, that you provide, submit, create, save, upload or make available to the Services, or that the Services collect from your devices on your behalf, except the Services (or parts of them) and Feedback.
• "Customer Deliverables": deliverables provided by Gridly as part of Professional Services that (i) constitute Customer Data, or a modification, translation, abridgment or adaptation of Customer Data, or (ii) are expressly identified as owned by you in the applicable order form or statement of work. Customer Deliverables do not include Content.
• "Feedback": any suggestions, ideas, enhancement requests, recommendations or other feedback relating to the Services provided by you or any other party.
• "Gridly", "we", "us", "our": Gridly Energy Solutions B.V., a private limited company under Dutch law, and its affiliated companies.
• "Party", "Parties": you or Gridly individually ("Party") or together ("Parties").
• "Professional Services": paid consulting, installation support, integration, quality assurance or training services that Gridly performs under a statement of work or order form issued under these terms of use. Each statement of work or order form is part of and subject to these terms of use.
• "Sanctioned Country": a country or territory that is itself the subject or target of comprehensive trade or economic sanctions.
• "Sanctioned Person": any person (i) listed on a sanctions or export control list of designated persons maintained by the United Nations Security Council, the European Union, any Member State of the European Union, the United Kingdom or the United States; (ii) operating, organized or resident in a Sanctioned Country; or (iii) owned or controlled by, or acting on behalf of, one or more such persons.
• "Services": all products and services of Gridly, including the Gridly website, the Gridly app for iOS and Android, the Gridly portal, the Gridly APIs, the Gridly Edge Gateway and its software, Content, documentation, support and (cloud) hosting services, except Customer Data.
• "Terms of use": these terms of use, together with the documents referred to in them.
• "You", "your", "user(s)": anyone who has entered into an Agreement with Gridly or uses or accesses the Services, including household members, installers and partners, and your employees, representatives, consultants, contractors or agents who are authorized to use the Services or have been given access by you (or by Gridly at your request), even if no fee is due or no registration is needed.

18. Questions

If you have questions about these terms of use or would like more information, please contact us at support@gridly.energy.