Wattics Partner Terms & Conditions

1. Agreement

1.1. This is an Agreement between you (“Partner”) and Wattics Limited (“Wattics”) regarding the use of the Wattics software as a service and/or hardware, which purpose is to provide business data analytics and energy performance consumption at the Partner Customer’s designated site(s) via the Wattics cloud platform from equipment installed at the customer’s designated sites. The Software as a Service purchased is confirmed on the invoices received. According to the specific purchased plan in the invoice, the Partner will be designated an account and a specific Wattics cloud platform set of functionalities.

1.2. By accessing or using our information the Partner is accepting: (a) To be bound by our terms and conditions contained in this agreement and posted on our website, and (b) All details contained on an exchange of emails, order confirmation and invoice.

2. Products and Applicability

2.1 This agreement applies to the online Wattics software as a service and relative plans, metering hardware purchased from or through Wattics and the Wattics software that may be preinstalled on a device or acquired from a retailer/distributor and installed, the media on which you received the software (if any), any fonts, icons, images or sound files included with the software, and also any Wattics updates, upgrades, supplements or services for the software unless other terms come with them. It also applies to Wattics apps developed by Wattics that provide functionality such as contacts, recommendations, and news that are included with and are a part of Wattics. If this agreement contains terms regarding a feature or service not available on your device or online software, then those terms do not apply.

2.2 Additional Wattics and third party terms may apply to your use of certain features, services, and apps, depending on your hardware capabilities, how it is configured, and how the Partner uses it. Please be sure to read them. Some Wattics apps provide an access point to or rely on, online services, and the use of those services is sometimes governed by separate terms and privacy policies. The Partner can view these terms and policies by looking at the service terms of use or the app’s settings, as applicable. The services may not be available in all regions.

2.3 Wattics or the installer may include additional apps, which will be subject to separate license terms and privacy policies. The software and apps may include third party programs that are licensed to you under this agreement, or under their own terms.

2.4 Data privacy and data protection are of high priority for Wattics which implements security processes to maintain data confidentiality. Wattics reserve the right to research and use the energy data collected for the enablement of other functionalities and services for the benefit of customers.

3. Ownership

3.1 Nothing in this Agreement shall constitute a transfer of any proprietary right by Wattics to Customer.  The Services may be protected by patent, copyright and other intellectual property laws.  Wattics own and retain all right, title and interest in and to the intellectual property rights in the Services and any enhancements, modifications or derivative works thereof.

3.2 Wattics retains ownership to its Confidential Information and Wattics exclusively owns all right, title and interest in and to the Services and any derivative works and work product conceived, originated, or prepared in connection with the Services.

3.3 Customer agrees that Wattics will retain sole ownership of all Intellectual Property feature, development of the software platform and any enhancement even if the feature was suggested, paid or requested by Customer and if it has become incorporated into the Services.

3.4 Customer agrees that the platform and all developed features and upgrades are non-exclusive, and it is at sole discretion of Wattics to offer specific features and plans to customers

3.5 Services contain the copyrighted material, trademarks, patents, trade secrets, and other proprietary information (“Intellectual Property”) of Wattics. Wattics owns and retain all proprietary rights in the Services, including all software tools and functionality provided through the Services that supports.

4. Customer Data and Warranties

4.1 The customer alone is responsible for the accuracy, quality, integrity, legality, reliability, suitability and intellectual property rights in the use of all Customer Data uploaded or transmitted by the Customer to the Service, and neither Wattics nor its suppliers will be responsible for its elimination, correction, destruction, damage, loss or error arising during the storage of the Customer Data.

4.2 The customer alone is responsible for Customer Data, for the use of the Customer Data and to make sure that any activities in connection with the Service do not violate, infringe or misappropriate any third party’s rights.

4.3 Any Customer Data may be retained, deleted and/or discarded on notice to Customer if the Customer fails to fulfil any of its obligations or breaches any conditions of this Agreement, including without limitation the obligation to pay fees for the Service

4.4 The Wattics Service is provided “as is” and all other implicit or explicit conditions, representations and warranties, whether legal or of any other kind, including without limitation warranty of merchantability, satisfactory quality, or fitness for a particular purpose or non-infringement, are disclaimed to the maximum extent permitted by the applicable law.

4.5 There is no warranty that the Service will be uninterrupted or error free; nor any warranty as to the results that may be obtained from the use of the Service or as to the accuracy, reliability, or content of any information or services contained in or provided through the Service. You agree not to hold Wattics liable for the content or loss of any data transferred either to or from you by you via the Service.

4.6 For purposes of maintenance, statistics and for developing, improving and providing Wattics’s products and services, the data read from the Customers’ measuring devices may be randomly and anonymously recorded and processed by Wattics and its technology suppliers.

5. Agreement Period

5.1. This Agreement shall be in force for the term set out on the accepted quote/invoice, which for software as a service is a minimum of one month unless a different agreement has been provided by Wattics and shared with the Partner by email or in the invoice.

5.2 The Commencement date of the agreement is set out on the date the client receives credentials to access the dashboard.

5.3. From time to time Wattics may make alterations to the Data or service that the Partner enjoys and pricing associated with the service. Wattics will take all reasonable steps to inform you of these changes with as much advance warning as possible. You might be contacted during this Agreement period regarding new developments and products.

6. Evergreen

6.1 The software-as-a-service subscription value is dynamically calculated each month or year(s) depending on Partner’s use of the Services and may include subscription fees for the remainder of Partner’s applicable billing period and overage fees for the prior month and according to your specific agreement.

6.2 The subscription and agreement terms will automatically renew for an additional same number of years/months as specified in the item description of the invoice unless terminated by either party. A customer can request a cancellation via Intercom in-app message or by giving written notice by email to [email protected]. For annually and semesterly rolling licences, renewal cancellation requests must be sent by the customer to Wattics at least 60 days before the renewal anniversary. For monthly and quarterly rolling licences, renewal cancellation requests must be sent by the customer to Wattics at least 30 days before the end of the renewal period.

6.3 By providing credit card information and agreeing to purchase any Wattics Services, the Partner hereby authorises Wattics (or its designee) to automatically charge Partner’s credit card on the same date of each calendar month/year (or the closest prior date, if there are fewer days in a particular month/year) during the Subscription Term for all fees accrued as of that date (if any) in accordance with the applicable Order Form. The Partner acknowledges and agrees that the amount billed and charged each month may vary depending on Partner’s use of the Services and may include subscription fees for the remainder of Partner’s applicable billing period and overage fees for the prior month/year.

6.4 The customer agrees that the subscription is payable for all the registered data points (or data feeds) as shown on the platform and according to the subscribed pricing plan for as long as Wattics has not received a termination notice from the customer and the platform is available through web login, even in the case of no data or in the case of noncommunicating metering devices or in case of the platform showing historical data only.

7. Charges and Payment

7.1. In consideration of Wattics providing you with the Services, materials, and information you agree to pay the amount specified in your order confirmation on the times and dates specified therein. For hardware and software purchase, unless otherwise specified in the Order Confirmation or invoice all payments must be made upfront.

7.2 Elastic Pricing: The Wattics technology allows the Partner activating/deactivating meters/data points as required and pay for what is active in a given month, while the minimum activation period for a given point in one month (only for credit card-based subscribers).

7.3. The Partner agrees that Wattics may review the Standard prices for the Service. Any price increase to the Standard price would only come into effect at the time of annual/monthly renewal or upon the start of a new agreement. Wattics will give you one month’s notice of any increase in the monthly standard price and at least two months notice of the said increase before the renewal of each twelve-month Agreement period.

7.4. The price for the Service shall be exclusive of any value-added tax which amount you will pay in addition when it is due to pay for the Service.

7.5. If the Partner fails to pay Wattics any sum due pursuant to the contract, the Partner shall be liable to pay interest to Wattics on such sum from the due date for payment at the annual rate of 7% above the base lending rate from time to time of ECB, accruing on a daily basis until payment is made, whether before or after any judgment. Wattics reserves the right to claim interest under the EC (Late Payment in Commercial Transactions) Regulations 2002.

7.6. If payment is not successfully settled due to expiration of a credit card, insufficient funds, or otherwise, the Partner remains responsible for any amounts not remitted to Wattics and Wattics may, in its sole discretion, either (i) invoice the Partner directly for the deficient amount, (ii) continue billing the credit card once it has been updated by the Partner (if applicable) or (iii) terminate this Agreement.

7. White Labeling Service and Wattics’ Proprietary Rights

6.1. Wattics authorises the Partner that has purchased a white-label (full-branding service) subscription to rebrand the platform to make it appear as if the Partner has made it and offer the platform to Partner’s customers.

6.2. Except as expressly provided herein access to the Service and use of it, Wattics does not grant the Partner any technology and database rights or rights in the copyright, trademarks or any other intellectual property rights of Wattics or any third party.

6.3. The information, Wattics materials, and database made available to you are protected by copyright and other intellectual property rights.

6.4. Wattics and associates reserve full rights to use the data in the database to provide extra services such as recommendations on saving actions, market information and new hardware or software services that may be governed by separate terms, as applicable. The customer owns any data fed to the platform and has full right to delete it at any time in accordance with GDPR rules.

6.5  Wattics reserves full rights to use and create analytics from the received data to improve the platform and provide services to customers derived from uploaded data.

8. Partner’s Obligations and Conduct

8.1. Apart from giving dashboard access to Partner’s customers, any information, materials, and technical know-how available to the Partner are provided solely for Partner’s own use and the Partner agrees will not, without our written permission, transfer or sell or attempt to transfer your Partner Admin access to or use of the information, materials, or cloud admin platform or any of your Partner rights or obligations under this Agreement to any other person/company unless: (a) That use is the purpose for which the partnership has been granted for, or (b) It is expressly permitted by Wattics in writing.

8.2. During this Agreement Partner agrees not to: (a) Use the cloud platform, admin platform, information, materials or database fraudulently, in connection with or for purposes of a criminal offence, or otherwise unlawfully; (b) Attempt to gain unauthorised access to the information, materials, database or cloud platform or other networks connected to the cloud platform, through any means whatsoever; or (c) Modify any of the information, materials, database or any part of the cloud platform.

8.3. The Wattics hardware is solely for use with the Wattics services. During and subsequent to this agreement the Partner agree not to reverse engineer any code, modify, re-use, internally examine, repair or attempt repair of the Wattics hardware and software.

9. Password and Security

9.1. Wattics will provide the Partner with an account name with a unique username and password to enable the Partner to access the service via a designated cloud platform. According to the purchased plan, the Partner may have the right to create multiple users and assign access rights and plan to those users.

9.2. The Partner agrees that: (a) the Partner is responsible for maintaining the confidentiality of usernames, password and account details, be fully responsible for all activities of users and end customers, password or accounts created. And (b) Partner will immediately notify Wattics of any unauthorised use of the platform, username password or account.

10. Obligations, Hardware Warranties, and Limitation of Liability

10.1. Wattics warrants that as from the date of delivery the Wattics hardware and all their component parts, where applicable, are free from any defects in design, workmanship, construction or materials.

10.2. Specifically, Wattics gives the Partner no warranty or assurance about the contents of the information, materials or database. Whilst Wattics does endeavour to maintain the accuracy and the quality of the information, materials, and database, they may be incorrect due to changes out of our control. Therefore any use the Partner makes of the information, materials or database is at Partner’s own risk.

10.3. Wattics disclaims all liability in the contract (including negligence) or otherwise in connection with the Service for any indirect, incidental, third party, special or consequential loss, loss of profit, revenue, savings or data which may result from the use, delays in use, or inability to use the Service.

10.4. Wattics’ entire liability in respect of all claims arising out of or in connection with this agreement or its subject matter in any month period (considered retrospectively from the date on which the course of action arose) shall not exceed an amount equal to the sums payable by the Partner to Wattics in respect of that month period.

10.5. Nothing in this clause 7 or any other provision of this Agreement shall seek to exclude or limit liability for death, personal injury or fraudulent misrepresentation.

10.6. If Wattics believes that the Partner has breached any provision of this Agreement or in the event of Partner’s insolvency or bankruptcy, Wattics may, with immediate effect and without notice, terminate this Agreement or suspend access to the Service.

11. Suspension and Termination of Recurring Billing

11.1 If Partner’s account is fourteen (14) days or more overdue, in addition to any of its other rights or remedies (including but not limited to any termination rights set forth herein), Wattics reserves the right to suspend Partner’s access to the applicable Service (and any related services) without liability to Partner until such amounts are paid in full. Wattics also reserves the right to suspend Partner’s access to the Services without liability to Partner if Partner’s use of the Services is in violation of the acceptable use policies.

11.2 Partner agrees that in case of Suspension or Termination of this Agreement, Wattics may stop the data acquisition and will have no liability in case of data loss, Partner access loss to the platform, or any other inconveniences caused.

11.3. To terminate a Partner agreement with Wattics Partner must send an email to [email protected] or by using the In-app Intercom support tool. The agreement will be terminated immediately or by the end of the agreement period. A termination notice can also be served by recorded first class post to the registered address Wattics (*)

11.4. To activate or deactivate points, the Partner must either by sending a notice to [email protected] with the unique reference number of the points or by using the Admin functionality provided (only for point activation). The Customer Success team will strive to deactivate points within 2 working days. Deactivated points will be charged until the end of the monthly subscription or their minimum activation period as agreed.

12. Effect of Termination

12.1. On termination of this agreement for whatever reason, Partner must take reasonable steps to delete any proprietary Wattics information, and neither the Partner nor any third party will make any further use of the platform, any information and technical and commercial materials.

12.2. Upon termination clauses 4, 5, 7, 9 and 12 shall continue with full force and effect.

13. Indemnity

13.1. Partner agrees to indemnify, defend and hold Wattics, its parents, subsidiaries, affiliates, officers and employees harmless from any loss, cost, damage, claim, award or demand, including reasonable legal fees: (a) Made by any third party or incurred or suffered by Wattics or its parents, subsidiaries, affiliates, officers or employees in connection with the partner’s use of the Service in breach of this agreement or negligence or (b) Made by the partner’s customer relying on the contents of the information, materials or in any other way connected to the provision of the Service.

14. Assignment and Resale

14.1. This Agreement allows the Partner creating user access to its customers and employees acting on Partner direct authority. Wattics consents to sub-licence the Service to Partner’s Customers at a price and duration determined by the Partner and as recommended by Wattics. The Partner remains fully responsible for the conduct of its Customers following the terms of this Agreement.

14.2 Wattics may at any time decide to terminate the Agreement immediately and may ask indemnity in case the Partner is identified to provide access to the platform to a Wattics competitor.

15. Force Majeure

15.1. Wattics will not be liable for failure to perform any obligation under this agreement if such failure is caused by the occurrence of any unforeseen contingency or circumstances beyond the reasonable control of Wattics, including without limitation Internet outages, communications outages, fire, flood war or act of God.

15.2. These terms shall survive any termination of this Agreement.

16. Confidential Information

16.1 Each party (as “Receiving Party”) agrees that all code, inventions, know-how, business, technical and financial information it obtains from the disclosing party (“Disclosing Party”) constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any Wattics Technology, performance information relating to any Service, and the terms and conditions of this Agreement will be deemed Confidential Information of Wattics without any marking or further designation.

16.2 Except as expressly authorised herein, the Receiving Party will (1) hold in confidence and not disclose any Confidential Information to third parties and (2) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under this Agreement. The Receiving Party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know (including, for Wattics, the subcontractors (Subcontractors)), provided that such representatives are bound to confidentiality obligations no less protective of the Disclosing Party than this Section 15 and that the Receiving Party remains responsible for compliance by any such representative with the terms of this Section.

16.3 The Receiving Party’s confidentiality obligations will not apply to information that the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may make disclosures to the extent required by law or court order, provided the Receiving Party notifies the Disclosing Party in advance and cooperates in any effort to obtain confidential treatment. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.

17.Governing Law; Dispute Resolution

17.1.Direct Dispute Resolution. In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement, whether arising in contract, tort or otherwise, (“Dispute”), the parties shall first use their best efforts to resolve the Dispute. If a dispute arises, the complaining party shall provide written notice to the other party in a document specifically entitled “Initial Notice of Dispute,” specifically setting forth the precise nature of the dispute (“Initial Notice of Dispute”). If an Initial Notice of Dispute is being sent to Wattics it must be emailed to [email protected] and sent via mail to:

Attn: Managing Director, Wattics Ltd. – The Digital Hub, DB1, Roe Lane, Dublin 8, Republic of Ireland, D08 TCV4

17.2. Following receipt of the Initial Notice of Dispute, the parties shall consult and negotiate with each other in good faith and, recognising their mutual interest, attempt to reach a just and equitable solution of the Dispute that is satisfactory to both parties (“Direct Dispute Resolution”). If the parties are unable to reach a resolution of the Dispute through Direct Dispute Resolution within thirty (30) days of the receipt of the Initial Notice of Dispute, then the Dispute shall subsequently be resolved by arbitration as set forth below.

17.3 Arbitration. IN THE EVENT THAT A DISPUTE BETWEEN THE PARTIES CANNOT BE SETTLED THROUGH DIRECT DISPUTE RESOLUTION, AS DESCRIBED ABOVE, THE PARTIES AGREE TO SUBMIT THE DISPUTE TO BINDING ARBITRATION. BY AGREEING TO ARBITRATE, THE PARTIES AGREE TO WAIVE THEIR RIGHT TO A JURY TRIAL. The arbitration shall be conducted before a single neutral arbitrator, before JAMS International 70 Fleet Street, London, EC4Y 1EU, United Kingdom. The arbitration shall be administered by JAMS in accordance with this document and the JAMS Streamlined Rules and Procedures for the Arbitration, with one addition: The limitation of one discovery deposition per side shall be applied by the arbitrator, unless it is determined, based on all relevant circumstances, that more depositions are warranted. The arbitrator shall consider the amount in controversy, the complexity of the factual issues, the number of parties and the diversity of their interests and whether any or all of the claims appear, on the basis of the pleadings, to have sufficient merit to justify the time and expense associated with the requested discovery.

The arbitration will occur in London, UK, but the parties may choose to appear by person, by phone, by another virtual means, or through the submission of documents.

The arbitrator will issue a ruling in writing. Any issue concerning the extent to which any dispute is subject to arbitration, the applicability, interpretation, or enforceability of this agreement shall be resolved by the arbitrator. To the extent state law is applicable, the arbitrator shall apply the substantive law of Ireland.

All aspects of the arbitration shall be treated as confidential and neither the parties nor the arbitrators may disclose the content or results of the arbitration, except as necessary to comply with legal or regulatory requirements. The result of the arbitration shall be binding on the parties and judgment on the arbitrator’s award may be entered in any court having jurisdiction. The arbitrator shall award to the prevailing party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration.

17.4 Regarding the choice of Law and Jurisdiction, FOR ANY CLAIM WHICH IS NOT SUBJECT TO THIS DISPUTE RESOLUTION PROVISION, CUSTOMER AGREES TO SUBMIT AND CONSENT TO THE PERSONAL AND EXCLUSIVE JURISDICTION IN, AND THE EXCLUSIVE VENUE OF THE COURTS SERVICE OF IRELAND, DUBLIN JURISDICTION. IN ANY DISPUTE, THE IRISH LAW SHALL APPLY.

17.5 Construction and Joinder. THIS AGREEMENT MUST BE CONSTRUED AS IF IT WAS JOINTLY WRITTEN BY BOTH PARTIES. BOTH PARTNER AND WATTICS AGREE THAT EACH MAY BRING OR PARTICIPATE IN CLAIMS AGAINST THE OTHER ONLY IN THEIR RESPECTIVE INDIVIDUAL CAPACITIES, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS. NO ARBITRATION OR CLAIM UNDER THIS AGREEMENT SHALL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING ANY ARBITRATION OR CLAIM INVOLVING ANY OTHER CURRENT OR FORMER USER OF THE SERVICES, AND NO CLASS ARBITRATION PROCEEDINGS SHALL BE PERMITTED. IN THE EVENT OF ANY DISPUTE CONCERNING THE VALIDITY OR ENFORCEABILITY OF THIS PROVISION, SUCH CLAIM MUST BE ADJUDICATED BY A COURT AND NOT BY AN ARBITRATOR.

17.6 Injunctive Relief. Notwithstanding the above provisions, Wattics may apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

18. Miscellaneous

18.1. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck out and the remaining provisions shall remain enforceable.

18.2. The parties confirm their intent not to confer any rights on any third parties by virtue of this Agreement and accordingly the Contracts (Rights of Third parties) Act 1999 shall not apply to this Agreement

18.3. The failure of Wattics to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such a right. This Agreement constitutes the entire agreement between Partner and Wattics in relation to the Service.

18.4. Notwithstanding any other term of this agreement, Wattics does not limit or exclude liability for death or personal injury arising from its negligence

18.5. The Wattics website platform gives access to speak to other users and offers links to useful sites. The majority of content posted on the Wattics communities is created by members of the public. The views expressed are theirs and unless specifically stated are not those of the Wattics. Wattics is not responsible for any content posted by members of the public on www.wattics.com or for the availability or content of any third party sites that are accessible through the Wattics online services. Any links to third parties from the Wattics website does not amount to any endorsement of that site by Wattics and any use of that site by Partner is at Partner’s own risk.

(*) The registered address of Wattics Ltd. – 5 St. Alban’s road, Dublin 8, Ireland

(*) Head Office of Wattics Ltd. – The Digital Hub, DB1, Roe Lane, Dublin 8, Republic of Ireland, D08 TCV4

Company Number: 499770

VAT Number: IE9793521K