My Energy Optimiser Terms and Conditions
These SOFTWARE AS A SERVICE TERMS AND CONDITIONS (the “Agreement”) apply to the SaaS Services ordered under the ORDER FORM that references these terms and conditions. This Agreement is entered into by and between the CUSTOMER and MYEO (My Energy Optimiser).
By clicking and/or checking an “I Agree” or any similar button or check box presented with this Agreement at the time of requesting Use, and/or by activating the Software with any associated access key/credentials, or using, as applicable, all or any part of the SOFTWARE, you are acknowledging that you agree to the terms of this Agreement.
You represent and warrant that you are agreeing to this Agreement personally or on behalf of your organization and that you have read and understand this Agreement, you have legal authority to bind the CUSTOMER to the terms of this Agreement and you are agreeing to this Agreement on behalf of the CUSTOMER.
If you do not agree with any of the terms and conditions of this Agreement, you as the CUSTOMER must not download, install, activate, Use or access the SAAS SERVICES and/or the SOFTWARE in any way, or check and/or click “I Agree” or any similar box or button associated with this Agreement during the software registration, downloading, installation, activation, use or access process. You, as the CUSTOMER must immediately stop Use of the SOFTWARE and any related access keys/credentials.
1. Overview of the Service
The SAAS SERVICE collects the CUSTOMER’s energy consumption data to estimate forecast energy demand, uses a third party service to forecast solar generation for the CUSTOMER’s property, and connects to the CUSTOMER’s Solar Inverter to collect details of the energy flow around the electrical network, and to control the charging and discharging of the Inverter’s Battery. Control of the CUSTOMER’s Inverter is done via an Application Programming Interface (API) provided by the CUSTOMER’s Inverter manufacturer and therefore any safety measures required by the Inverter are still controlled by the Inverter Manufacturer by controlling what can be accessed via their API.
Other external services are used by the SAAS SERVICE to collect data to be used for the analysis of energy use, and for the control of the Inverter such as grid carbon intensity data.
2. Definitions
Capitalised terms used in this Agreement shall have the following meanings:
“Customer” means the person who has subscribed to the SAAS SERVICE.
“Customer Material” means the software, data, information, telecommunication services and any environment as specified in the Documentation, and provided by Customer to Use the SAAS SERVICE.
“Documentation” means the then-current user guidance provided by MYEO in connection with the SAAS SERVICE.
“Fees” shall mean the SAAS SERVICE fees as set out in the relevant ORDER FORM.
“Hosting Provider” means the third party cloud services provider that MYEO uses to host the SOFTWARE to provide the SAAS SERVICE.
“Intellectual Property Rights” means any and all intellectual property rights of any kind, including without limitation, copyrights, patents, trademarks, design rights and trade secrets.
“Order Form” shall mean each order form for SAAS SERVICE and SUPPROT referencing the Agreement and executed by the CUSTOMER and MYEO, that specifies the type/quantity of SAAS SERVICE to be provided, the Scope, the associated FEE’s and the TERM. This will typically be a Subscription Agreement Form.
“MYEO” means My Energy Optimiser. The Trading name for the SAAS SERVICE.
“Party or party” means CUSTOMER or MYEP, “Parties or parties” mean CUSTOMER and MYEO.
“Privacy Policy” means the MYEO Privacy Policy at https://myenergypptimiser.co.uk/privacy-notice/, which policy may be updated by MYEO from time to time upon notice to CUSTOMER.
“Platform” means the SOFTWARE and scripts provided by MYEO to the CUSTOMER for delivery of the SAAS SERVICE.
“SaaS” means software as a service.
“SaaS Service” means the provision of access to the SOFTWARE as a service and its administration management, monitoring and any other related services.
“Scope” means the scope of the SAAS SERVICE as described in the relevant ORDER FORM.
“Software” means the software being made available by MYEO as the SAAS SERVICE at the time of order and any versions, modules, components, adapters, interfaces, improvements, updates and modifications thereto provided by MYEO from time to time.
“Support” means the type/quantity of support for SAAS SERVICE as specified.
“Term” has the meaning set out in Section 11.
“Use” means with respect to the SAAS SERVICE, CUSTOMER’s access to and use of the SOFTWARE deployed as SaaS on the Platform including the act of configuring the SERVICE and the use any DOCUMENTATION provided
3. Provision of the SaaS Services
3.1 Subject to CUSTOMER’s payment of the FEE in advance set forth in the applicable ORDER FORM and compliance with the terms of this Agreement, MYEO shall provide the SAAS SERVICE to the CUSTOMER during the TERM, and CUSTOMER shall receive a limited, revocable, non-exclusive, non-transferable, non-sub-licensable.
3.2 MYEO may enhance or modify the SAAS SERVICE during the agreement period. Any planned reduction in the SAAS SERVICE will be undertaken with advance notice to the CUSTOMER to allow the CUSTOMER to terminate the agreement should they consider the service is no longer suitable.
3.3 Should the CUSTOMER order “Early Adopter” or similar, access to the SAAS SERVICE may be limited at ay time while the development of the service is continuing.
4. Provision of Support
4.1 Subject to CUSTOMER’s payment of the FEEs in advance set forth in the applicable ORDER FORM and compliance with the terms of this Agreement, MYEO shall provide online support to the CUSTOMER. This shall be in the form of electronic communication using email or similar methods. Support shall be limited to the SAAS SERVICE only and will not extend to the CUSTOMER MATERIAL e.g. MYEO will not provide support for the CUSTOMER hardware.
5. Fees
5.1 Payment of FEES is required in advance in accordance with the terms of the SAAS SERVICE selected on the ORDER FORM. This will typically be payable “per calendar month”.
5.2 The SAAS SERVICE will terminate automatically at the end of the subscription period should renewal fees be unpaid on the due date.
5.3 Fees will be quoted inclusive of UK taxes. The SAAS SERVICE is limited to the United Kingdom residents / property only and therefore should the CUSTOMER purchase the SAAS SERVICE from outside of the United Kingdom, no liability is provided whatsoever in relation to the FEE paid, additional fees, taxes or similar costs that the CUSTOMER may incur.
6. Customer’s responsibilities and consents
6.1 The CUSTOMER acknowledges that the CUSTOMER is responsible for:
(a) The CUSTOMER MATERIAL, including without limitation accuracy, quality, and its use; and MYEO will not assume any risk or liability out of or related to, or provide warranties, support services or indemnities for, CUSTOMER MATERIAL. For the avoidance of doubt, the CUSTOMER MATERIAL includes all hardware such as the Solar Inverter and all data entered to the SAAS SERVICE settings such as API keys, and application settings;
(b) All activities, access, use and transmissions that occur through CUSTOMER’s account, even if without CUSTOMER’s knowledge or if done by third parties;
(c) Administration and safeguarding of access to, and related credentials for, the SAAS SERVICE, including accounts, passwords or user names. Two factor Authentication is provided as a recommended option for the CUSTOMER to provide additional safeguarding of access to the SAAS SERVICE and the CUSTOMER’s data;
(d) Making regular back up’s of the data should they so wish via downloads provided on the charts. Access to the data held by the SAAS SERVICE is done so without warranty.
(e) Complying with any laws, restrictions, limitations, standards or similar imposed by third partis including but limited to those in relation to your hardware equipment manufacturers, suppliers and installers.
6.2 Customer shall not, and shall not permit any person, directly or indirectly to:
(a) gain or attempt to gain unauthorised access to, intercept, interfere with, expropriate or do any harm to, any account, workspace, software, data, files, computer systems or environments accessible via the SAAS SERVICE, including without limitation monitoring, crawling, storing or transmitting any malicious code, malware, viruses, worms, time bombs, spyware, adware, bots, or Trojan horses, or interfering with other customers receiving SAAS SERVICE or with the security of the SAAS SERVICE;
(b) use the SAAS SERVICE other than through the PLATFORM;
(c) recreate, copy, reproduce, modify, reformat, create derivative works of, the SOFTWARE, the PLATFORM or any portions thereof; reverse engineer, disassemble, de-compile the SOFTWARE, or any portions thereof, to attempt to discover the source code or underlying software or structures of SOFTWARE.
(d) circumvent, bypass, delete or remove any form of protection, security, passwords, controls, functional or technical restrictions or limitations, or enable functionality disabled by MYEO, in connection with the SAAS SERVICE or PLATFORM;
(e) rent, lease, lend, license to a third party, sublicense, distribute, publish, display, post, transmit, timeshare, telecommunicate, host, frame, sell, resell, reproduce, assign, transfer, or in any way commercially exploit the SAAS SERVICE or PLATFORM or any INTELLECTUAL PROPERTY RIGHTS therein;
(f) access and use or make available the SAAS SERVICE or PLATFORM for any purpose other than its own purposes, including without limitation as a service provider to third parties or as a managed or network provisioned service;
(g) perform any security testing that attacks or could disrupt the SAAS SERVICE or PLATFORM, or disclose the results of any security testing, without MYEO prior written consent;
(h) access or use the SAAS SERVICE, Support, Platform or Documentation for purposes of competitive or comparative analysis or the development, provision or use of a competing software service or product, or any other purpose that is to the detriment or commercial disadvantage of MYEO;
file or seek any INTELLECTUAL PROPERTY RIGHTS anywhere in the world related to the SOFTWARE, PLATFORM or SAAS SERVICE;
(i) interface, link or combine any open source software with the SOFTWARE or PLATFORM in such a way that could cause or could be interpreted or asserted to cause the SOFTWARE or PLATFORM to become subject to any encumbrance or terms and conditions of any open source license;
remove, alter or otherwise render illegible any of MYEO’s logo, trademark, copyright notice or other proprietary or confidentiality markings that may be placed on the SOFTWARE, PLATFORM or components thereof or DOCUMENTATION provided to CUSTOMER hereunder.
6.3 CUSTOMER consents to the collection of billing account information about CUSTOMER on the ORDER FORM and lawful use, disclosure, processing and transfer of such information to and by MYEO, its Affiliates, Partners and their respective third party service providers, solely for the purposes of processing CUSTOMER’s order and/or payments and providing the SAAS SERVICE. CUSTOMER also consents to MYEO and/or its Affiliates’ administrative, support and investigative personnel, crawling and/or monitoring, collecting, processing and using SAAS SERVICE usage technical data related to CUSTOMER’s account for billing and administrative purposes, to provide Support and investigate fraud, abuse or any violations of the Agreement.
6.4 CUSTOMER acknowledges and agrees that CUSTOMER data that MYEO processes on CUSTOMER’s behalf may be transferred to, and stored and processed in, the United Kingdom or any other country in which MYEO or its Affiliates maintain facilities, for example for hosting of the data by the HOSTING PROVIDER. CUSTOMER appoints MYEO to perform any such transfer of CUSTOMER data to any such country to store and process CUSTOMER data in order to provide the SAAS SERVICE.
7. Confidentiality and Privacy
7.1 CUSTOMER acknowledges that as between the PARTIES, all information concerning the SAAS SERVICE, PLATFORM, structure, sequence, organisation, operation of, methods and processes, GUIs, APIs, underlying technology, blocks, scripts, code, tools, pricing, files generated from the Software and any content (other than CUSTOMER MATERIAL), or any other materials or information provided to the CUSTOMER via the SAAS SERVICE, are the confidential and proprietary information of MYEO. MYEO acknowledges that as between the parties, CUSTOMER MATERIAL is the confidential and/or the proprietary information of CUSTOMER. Each party agrees, to not disclose or disseminate the other party’s confidential and proprietary information to any other person other than those persons who have a need to know for the purposes of the SAAS SERVICE in accordance this Agreement. In addition, each party: (i) shall take reasonable steps to prevent unauthorised access to the other party’s confidential information, as it takes to protect its own confidential or proprietary information of a similar nature, which steps shall in no event be less than a reasonable standard of care, and (ii) shall require all persons and entities who are provided access to the other party’s confidential information, to be bound by confidentiality or non-disclosure agreements or duties substantially similar to those set forth in this Section.
7.2 The provisions of this Section respecting confidential information of the disclosing party shall not apply to the extent, that such confidential information is: (a) already known to the receiving party free of any restriction at the time it is obtained from the disclosing party; (b) subsequently learned from an independent third party free of any restriction and without breach of this provision; (c) is or becomes publicly available through no wrongful act of the receiving party or any third party; (d) is independently developed by the receiving party without reference to or use of any confidential information of the disclosing Party; or (e) is required to be disclosed pursuant to an applicable law, rule, regulation, government requirement or court order. Upon the disclosing party’s written request at any time, or following the completion or termination of this Agreement, the receiving party shall promptly return to the disclosing party, or destroy, all confidential information of the disclosing party provided under or in connection with this Agreement, including all copies, portions and summaries thereof and confirm the same in writing to disclosing party.
7.3 MYEO will maintain reasonable security and protection of any CUSTOMER data maintained by MYEO for SAAS SERVICE to the extent the CUSTOMER data includes any personal data, process CUSTOMER data in accordance with the PRIVACY POLICY and, if applicable, the HOSTING PROVIDER’s security and privacy policies referred to therein. MYEO may from time to time need to access the CUSTOMER’s data for the purposes of Technical Support as described in the Privacy Policy.
7.4 The information regarding HOSTING PROVIDER’s utilised by MYEO are set out in the PRIVACT POLICY. CUSTOMER consents to processing by MYEO, or transfer to and processing by HOSTING PROVIDER, of the CUSTOMER data and any personal data included in CUSTOMER data in accordance with the PRIVACY POLICY. MYEO does not make any representations or guarantees regarding support, uptime or availability of the HOSTING PROVIDER. Any HOSTING PROVIDER will be permitted to obtain CUSTOMER data only to deliver the hosting services MYEO has retained them to provide and will be prohibited from using CUSTOMER data for any other purpose.
8. Ownership and Proprietary Rights
8.1 MYEO own and retain all INTELLECTUAL PROPERTY RIGHTS in or to the SOFTWARE, the PLATFORM, the DOCUMENTATION the SAAS SERVICE and any components thereof, including without limitation the underlying technology, know-how, architecture, format, structure, sequence, organization, processes, dashboards, technical data relating to use of the SOFTWARE or the SAAS SERVICE, operational data, metadata, functions, algorithms and all improvements, enhancements, modifications and derivative works. CUSTOMER acknowledges and agrees that MYEO shall have the right to collect, use, disclose, publish, or otherwise exploit without restriction or compensation to CUSTOMER, including without limitation, in future releases or further developments, any technical data (excluding CUSTOMER data) relating to the use of the SOFTWARE and/or SAAS SERVICE.
8.2 CUSTOMER retains all INTELLECTUAL PROPERTY RIGHTS in or to the CUSTOMER MATERIAL. CUSTOMER hereby grants to MYEO, upon creation thereof, at no additional charge, a non-exclusive, irrevocable, worldwide, fully paid up, royalty free license to use and copy the CUSTOMER data provided as part of CUSTOMER MATERIAL for the provisioning of the SAAS SERVICE; and exercise any and all INTELLECTUAL PROPERTY RIGHTS in and to any comments, ideas and feedback that CUSTOMER provides in relation to the SAAS SERVICE and/or the SOFTWARE or PLATFORM.
9. Third Party Software
Third Party Software is used to deliver the SAAS SERVICE. MYEO provides no warranty whatsoever in relation to the software provided by others. Third Party software providers are identified in the privacy policy.
10 Warrenties and Disclaimers
The SAAS SERVICE, PLATFORM, SUPPORT and DOCUMENTATION is provided for domestic / residential use only and provided without warranty. Should the CUSTOMER consider that the service is not satisfactory, the CUSTOMER may terminate the agreement and the service will cease. No refund of FEE shall be provided.
10. Limitation of Liability
10.1 NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY direct, indirect / consequential DAMAGES whatsoever.
10.2 MYEO, shall not be liable or responsible for: (a) any delay or failure of any obligations, if and to the extent CUSTOMER have failed to comply with the terms of this Agreement; (b) any loss, damage or liability arising from or to CUSTOMER MATERIAL; (c) any security incidents arising from CUSTOMER MATERIAL or CUSTOMER’s lack of reasonable security controls or negligence; (d) any delays, delivery failures, damages or losses resulting from materials, software, data, systems, networks, facilities, products or services not furnished or provided by MYEO; (e) the deletion, correction, destruction, damage, loss, corruption, failure to store or recovery of any CUSTOMER data arising out acts or omissions of CUSTOMER.
10.3 The total cumulative liability of MYEO shall not exceed, in the aggregate, the FEE paid to MYEO by the CUSTOMER for the applicable SAAS SERVICE in a relevant ORDER FORM that gives rise to such liability during the one (1) calendar month period immediately preceding the first incident out of which such liability arose. This limitation of liability is cumulative and not per incident.
10.4 The limitations and disclaimers under this Section 10 shall not apply to: (a) willful misconduct (b) CUSTOMER’s failure to pay the Fees owing under this Agreement; (c) CUSTOMER’s liability for breach of the restrictions in respect of the SAAS SERVICE, or the licenses in this Agreement for the DOCUMENTATION or PLATFORM; (c) breach of confidentiality obligations (d) liability under the indemnities (e) infringement or misappropriation by of INTELLECTUAL PROPERTY RIGHTS in the SAAS SERVICE, the SOFTWARE, the PLATFORM or the DOCUMENTATION; or (f) breach by CUSTOMER.
10.5 The disclaimers and limitations of liability under this Agreement will apply regardless of the cause of action, whether in contract, tort, infringement or other theories of liability. Some jurisdictions do not allow the exclusion or limitation of certain damages. Nothing in this Section limits or excludes any liability that cannot be limited or excluded under applicable law. Customer acknowledges that the commercial terms set forth in this Agreement reflect the allocation of risk set forth in this Agreement and that MYEO would not enter into this Agreement without these limitations on its liability.
11. Term and Termination
11.1 This Agreement shall commence on the date of order and continue until expiry of the order / subscription, unless terminated earlier in accordance with the provisions herein (the “Term”).
11. 2 MYEO may suspend or otherwise deny CUSTOMER’s Use of the SAAS SERVICE without incurring any resulting obligation or liability: (a) if MYEO believes, in its good faith and reasonable discretion, that CUSTOMER has failed to comply with any term of this Agreement; (b) violation by CUSTOMER of Section 6; (c) until such time as all FEEs due to it under this Agreement have been paid by CUSTOEMR; or (d) to comply with applicable laws and regulations or if MYEO receives a judicial or other governmental demand or order, or law enforcement request that expressly or by reasonable implication requires MYEO to do so; or (e) Use or non-Use of SOFTWARE and/or SAAS SERVICE by CUSTOMER, or CUSTOMER data, which poses an imminent threat to the SOFTWARE and/or the SAAS SERVICE or THIRD PARTY SERVICE PROVIDER’s systems or other MYEO customers;
11.3 Either party may terminate this Agreement or the applicable ORDER FORM by a written (electronic) notice to the other party.
11.4 MYEO will provide the CUSTOMER with one (1) calendar month’s termination period so far as is reasonable practicable for the purposes of termination. For example, should a third party service required by the SAAS SERVICE to operate cease trading, the notice period offered to the CUSTOMER may be significantly less, and the SAAS SERVICE may cease to operate until a replacement service is sourced.
11.5 Upon the termination or expiry of this Agreement or the applicable ORDER FORM, the access to and availability of the SAAS SERVICE will immediately cease and CUSTOMER shall cease using the SOFTWARE and PLATFORM. No data access or retrieval services are available post expiry or termination of this Agreement. or applicable ORDER FORM. CUSTOMER is advised to take regular back-ups of CUSTOMER data on the SAAS SERVICE before such expiry or termination. Thirty (30) days after the termination or expiry of this Agreement or the applicable ORDER FORM, MYEO may delete all data associated with the applicable SAAS SERVICE and delete any production copies of CUSTOMER MATERIAL in its possession.
11.6 MYEO reserve the right to terminate this agreement without notice period to the CUSTOMER in the event of CUSTOMER’s breach of obligations.
12. Miscellaneous
12.1 Force Majeure. Neither PARTY shall be liable for any failure or delay in the performance of its obligations under this Agreement to the extent such failure or delay is caused by any reason beyond its reasonable control, such as fire, flood, earthquake, elements of nature or acts of God, systemic electrical, telecommunications, third party services, Hosting Provider or utility failures, strikes, labour disputes or other industrial disturbances acts of state, strikes, acts of war, terrorism, riots, civil disorders, rebellions or revolutions; quarantines, embargoes and other similar governmental action (a “Force Majeure Event”). The affected party will immediately notify the other by reasonable detail of the Force Majeure Event. If a Force Majeure Event continues for more than thirty (30) days, either PARTY may, by a written notice to the other PARTY, terminate this Agreement, without liability.
12.2 Headings and Conflict. Headings in this Agreement are for reference purpose only and shall not affect the validity or interpretation of the Agreement. In the event of any inconsistencies or conflicts between the terms of the main body of this Agreement and the terms of any ORDER FORM or other documents referenced in this Agreement, the following shall be the order of precedence: 1. The ORDER FORM; 2. The main body of this Agreement; 3. The policies referred to in this Agreement. The parties agree that the English version of this Agreement will govern in the event of a conflict between it and any version translated into another language.
12.3 Governing Law and Dispute Resolution. This Agreement shall be interpreted and governed by United Kingdom law. The service shall not be used outside of the United Kingdom.
12.4 CUSTOMER agrees to waive any right it may have to: (i) a trial by jury; and (ii) commence or participate in any class action against MYEO or its Affiliates, licensors or subcontractors, related to this Agreement or the SAAS SERVICE.
12.5 The Uniform Computer Information Transactions Act or the United Nations Convention on the International Sale of Goods or similar local legislation, as amended or replaced from time to time, shall not apply to this Agreement or the SAAS SERVICE.
12.6 This Agreement, together with the policies, Documentation and the ORDER FORM referenced herein, sets forth the entire understanding of the parties concerning the SAAS SERVICE and related licenses and supersedes all prior or simultaneous communications, proposals, agreements and understandings between the parties (whether written or oral) regarding this subject matter. If any provision of this Agreement be held invalid, illegal or unenforceable by the arbitration panel or a competent court, such provision shall be modified to the extent necessary to make it valid and enforceable whilst preserving the intent of the parties and all other provisions of this Agreement shall remain fully valid and enforceable unless otherwise agreed between the parties. If such modification is not possible, the invalid, illegal or unenforceable portion will be severed from this Agreement but the remainder of the Agreement will remain in full force and effect. No provision of this Agreement nor any breach thereof will be considered waived by either PARTY, unless such waiver is in writing signed on behalf of that PARTY and no such waiver will constitute a waiver of, or excuse for any other or subsequent breach of this Agreement.
12.7 Amendment. This Agreement (including any policies) may be amended by MYEO at any time in MYEO’s sole discretion by posting a revised version on the website. Any amendment will be deemed accepted by the CUSTOMER and will apply to this Agreement immediately upon continued access to the SAAS SERVICE by CUSTOMER. It is CUSTOMER’s responsibility to check the website regularly for amendments to this Agreement. In the event an amendment causes a material degradation of the SAAS SERVICE, or materially reduces CUSTOMER’s rights or increases its obligations, CUSTOMER will have the right to terminate the agreement.
12.8 Publicity. CUSTOMER agrees to MYEO utilising anonymised CUSTOMER data in marketing materials, in press releases, and on social media. CUSTOMER will not issue any press release or make any other public communication, directly or indirectly, with respect to this Agreement or use of the SOFTWARE or SAAS SERVICE, without prior written consent of MYEO.
12.9 Language. The parties acknowledge that they have expressly required that this Agreement and all related documents be drafted in the English language.
12.10 Assignment. Neither this Agreement nor any rights under this Agreement may be assigned or otherwise transferred by CUSTOMER, in whole or in part, whether voluntarily or by operation of law, including by way of sale of assets, merger or consolidation, without the prior written consent of MYEO. Any assignment in violation of the foregoing will be null and void. MYEO may assign its rights and obligation under this Agreement upon written notice to CUSTOMER. This Agreement will inure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.
Last Updated August 2023. Version: 0.1
