General sales terms

THE PURCHASE AND USE OF SOLARGIS SERVICES IS GOVERNED BY THE FOLLOWING GENERAL SALES TERMS. BY PURCHASING THE SOLARGIS SERVICES YOU, OR THE ENTITY THAT YOU REPRESENT ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREED TO THESE TERMS. ACCEPTANCE OF THE GENERAL SALES TERMS CONSTITUTES AN AGREEMENT BETWEEN YOU AS THE CUSTOMER AND SOLARGIS. YOU FURTHER DECLARE THAT THE INDIVIDUAL(S) EXECUTING THIS AGREEMENT ON BEHALF OF THE CUSTOMER HAVE THE LEGAL RIGHT, POWER, AND AUTHORITY TO BIND THE CUSTOMER TO THIS AGREEMENT. 

These General Sales Terms contain three main sections: 

A. Key Provisions governing the important clauses of the contractual relationships with the Customer,

B. Specific Provisions and Terms related to the Services purchased by the Customer and

C. General Provisions containing standard contractual clauses and general conditions.

These General Sales Terms are legally connected to Solargis Website Terms of Use governing everyone’s use of Solargis websites, restrictions of use, creation of User Account and Customer Account as precondition for accessing Solargis Services.

Solargis operates in B2B business, and our business counterparties are all commercial enterprises - registered legal entities running business, physical persons entrepreneurs and non-commercial institutions. 

 

A. KEY PROVISIONS

1. Definitions

Below are the most frequent definitions of capitalized terms used herein:   

“Agreement” means the present General Sales Terms accepted by the Customer within the online purchase process, or the Solargis Offer (as defined below) containing the General Contractual Terms  accepted by the Customer;

“Customer” or “you” means the business entity that has purchased Solargis Services; 

“Data” means solar, meteorological and other related data from Solargis database©; 

“Data Services” means the provision of Services that include Data, Online Service and Online Apps, either individually or in any combination; 

“GST” means these General Sales Terms; 

“Online App” Online application/s on Solargis websites apps.solargis.com or solargis.info offering different tools, functionality and solar, meteorological and related data for the Customers active in the solar industry; 

“Online Service” means Solargis webservices such as API, FTP or similar providing secured access to the Data or other Services, as the case may be; 

“Service Description” means main characteristic of specific Services displayed on the Website, such as the possible use, expected outcomes, number of users, number of projects of such Services, which the Customer receives or activates online; 

“Services” means all Solargis services offered on the Websites or otherwise; 

“Software” means specific Solargis software© product/s for the download; 

“Solargis” or “we” means Solargis s.r.o., the company incorporated under the Slovak law and recorded by companies’ registry of the City Court Bratislava III; Section: Sro; File No. 62765/B, Identification number: 45 354 766 with the registered seat at Bottova 2A, 811 09 Bratislava, Slovakia; 

“Websites” means Solargis websites, such as solargis.com, apps.solargis.com or solargis.info; 

Wherever a singular expression is used in this Agreement, that expression is considered as including the plural or the body corporate where required by the context. Further expressions may be defined in later chapters of GST. If an expression is not expressly defined in these GST then it has the meaning attributed in the Website Terms of Use.

2. Services

These GST apply on Customer's access to and use of the following Services:

a) Online Apps (e.g. Solargis Prospect or Solargis Evaluate);

b) Data (provided by Online Apps, Online Service or otherwise for including but not limited prospecting, evaluating, monitoring, or forecasting of solar projects);

c) Online Service (such as FTP or API);

d) Software (Solargis Analyst, including software licenses); and/or

e) Other commercial services, such as consultancy services or additional data or data delivery services, offered on the Websites;

in each case where ordered by the Customer from Solargis, including outputs of the Services such as data, reports, information in tables or in graphical form and other materials created, generated or made available through the Services.

The Customer acknowledges that for use of paid Services it is necessary to create a Customer account and to register users at www.apps.solargis.com and to give consent to the Website Terms of Use (see: solargis.com/legal/website-terms-of-use). 

3. Governance and Order of Precedence

Any Services purchased by the Customer are fully governed by these GST. Any conflict or discrepancy between the parts, modules and sections of these GST shall be resolved in the following order or priority:

• Service Description; 
• Section A (Key Provisions) and B (Specific Terms and Provisions);
• Section C (General Provisions) of these GST.

In case the Customer individually agreed with Solargis on purchase of Services by acceptance of Solargis Business Offer (“Offer”), the General Contractual Terms contained in the Offer (“GCT”) have always  precedence over these GST in case of any conflicting terms or discrepancy as well as in case of any later online purchase/s within the same subscription, for which the Offer was accepted by the Customer.

This Agreement does not constitute acceptance of any conflicting terms and conditions submitted by the Customer and shall take precedence over any conflicting provisions in purchase orders or other instruments issued by the Customer. Any purchase orders issued by the Customer are understood to be for convenience only, and any terms and conditions they contain are considered without effect under the Agreement.

4. Term

The Agreement commence upon Completion of Purchase as set forth in the Art. 7 of the Key Provisions, or by acceptance of the Offer by the Customer, and shall continue in effect and terminates upon expiry of the subscription period or fulfillment of all agreed deliveries, or upon termination for cause as set forth in article 3 of the General Provisions.

5. Protection of Proprietary Rights

The Customer acknowledges that it obtains only the right to use the particular Services consistent with this Agreement; and no right, title or interest in or to any intellectual property rights (including copyrights or trademarks), or other proprietary rights relating to the use of Services is transferred from Solargis to the Customer.

6. Use of the Services for tenders and other external purposes

Customer may use any and all Services only for its internal business or project use, unless expressly agreed otherwise with Solargis. Customer is not allowed to make any Services or outputs thereof available to the participants of a tender or similar (“External Use”). External Use by the Customers is allowed only with prior consent of Solargis. In case you are interested in using Services and outputs thereof for External Use, please contact us directly by e-mail at company@solargis.com.

7.  Online Purchase Process

If you as the Customer choose to purchase certain Services online, you will be invited to accept the applicable GST during the online purchase process. By proceeding, you also agree that all our commercial communication will be conducted in English, and no local language is required for these GST or the Agreement itself. If you do not fully understand or agree to GST, you must stop the ordering process immediately and contact us for clarification.

Submitting Order and Agreement Conclusion

Before submitting a binding order of the Services (“Order”), the Customer should always check the price and the Service Description as it becomes the integral part of the Agreement with Solargis once the purchase is completed. Confirmation of an Order by Solargis via automatic e-mail means that the Agreement is valid, effective and binding for both parties (“Completion of Purchase”).

Prices

The use of the Services under these GST is subject to the payment of the price according to the Agreement. The prices offered for each type of the Services are determined upon Solargis´ sole discretion. Solargis reserves the right to change these prices at any time without any prior notice. The prices may also differ in case of multiple orders or special offers, as the case may be. All prices shall be deemed to be in EURO, except as specifically stated otherwise by Solargis.

Taxes

To the extent permitted by law (and unless specified otherwise by Solargis), prices are exclusive of all taxes or fees (including value added tax, sales tax, goods and services tax, payment service fees etc.), levies or duties imposed by taxing authorities, and you shall be responsible for payment of all applicable taxes relating to your use of Services, or to any payments or purchases made by you. If Solargis is obliged under national law to collect any taxes, such taxes will be added to the price payable by you within the Order.

Payments

During the online ordering process, the Customer selects a payment method. For payments made using banking cards or other e-payment instruments, payment is deemed complete once the system confirms processing. For bank transfers, the payment is considered complete when the amount is received in Solargis' designated bank account.

Delivery

Delivery of any of the Services is subject to payment of the price. Solargis will deliver the respective  Services either through activation or by other means of delivery applicable according to the payment conditions and type of Services.

Invoicing

After the payment and delivery is accomplished, the Solargis shall issue and deliver to the Customer electronically by e-mail (unless instructed otherwise by the Customer) the final invoice within the period of three business days.

Solargis strictly assumes that the Customer and the payer are identical entities and that any appointed Administrator is entitled to act in the name and on the account of the Customer. Solargis shall always issue the invoice in the name of the Customer (assigned to respective Customer Account) who will be liable for the proper taxation and accountancy handling.

[End of the Section A]

 

B. SPECIFIC TERMS AND PROVISIONS

This part of GST outlines terms and provisions related to the specific Services purchased by the Customer. It governs the Customer's use of the purchased Services, detailing any limitations, restrictions, and specific requirements applicable to particular Services.

In the event the Customer individually agreed with Solargis on purchase of Services by acceptance of the Offer, the GCT in the Offer shall prevail over these GST in case of any conflicting terms or discrepancy. The GCT take precedence over the GST even in the case of any subsequent online purchase/s within the same subscription, for which the Offer was accepted by the Customer.

Data Services Terms of Use

Business use

The following Data Services Terms of Use (referred to as “Terms of Use”) shall govern the use of Data, Online App, Online Service or other commercial services (as per article 2 of Key Provisions) by the Customer. 

Data services © Solargis, all rights reserved

1. Subject to the Customer's compliance with the terms of the Agreement, Solargis hereby grants to the Customer a limited, non-exclusive and non-transferable right to use the Data Services within the entity it represents. The granting of access to Data Services is subject to the payment of the applicable service fee.
2. The Customer shall not modify, decompile, disassemble, decrypt or otherwise reverse engineer the Data Services or any part thereof, nor copy or license the whole or any part of the Data Services (including the Solargis database©). The right to use Online Service and Online App shall only be granted for such period as specified and agreed within the purchase. The right to use acquired Data is granted for an unlimited period of time provided that the Customer continues to comply with these Terms of Use and the Customer ensures that all applicable copyright notices are maintained with the Data or part thereof. 
3. If the Customer is granted access to Data Services, Solargis shall issue to the Customer (or its authorized user(s)) a unique access key, name, password and/or encrypted user account/s or similar (“Login Details”). Sharing Login Details with any third party and/or disclosing any of it to the public is prohibited. Customer shall: (i) ensure that the Login Details are stored in a safe and secure manner; (ii) upon request, provide Solargis with information on its authorized user(s); and (iii) ensure that each set of Login Details is used by a single authorized user (and are not shared between users). Customer agrees that each authorized user must be a member of the internal staff of the Customer, and the Customer shall be responsible for ensuring that each authorized user complies with the relevant provisions of this Agreement.
4. The acquired Data shall only be used by the Customer for its own personal or internal business use. The Data may not be displayed to public.
5. Any report in pdf format (hereinafter as “Report”) downloadable from Online App or provided otherwise by Services (i.e. technical report, consultancy report, data report) can be shared with third parties, subject to retaining the pre-printed copyright notice in such Report.
6. Customer shall not sell, license, rent, publish, post, lend, assign, or transfer in whole or in part, or provide unauthorized third parties access to, any Data Services (Data included). Nothing in this restriction prohibits the Customer from creating its own studies, reports or analyses, which may include graphs, tables or similar based on Data Services (whether produced as a paid or unpaid service by the Customer for a third party) provided original Data is not published or transferred to any third party. Such studies, reports or analyses must always refer to the source “Data services © [year*] Solargis”.
7. Customer shall not publish, transmit or communicate to any third party any competitive comparison, analysis or "benchmarking" of the Data without the prior written consent of Solargis. In the event Solargis has provided its written consent, any published or posted analysis based in whole or in part on the Data must reference “Data services © [year*] Solargis” as part of the final work.
8. Considering the nature of climate fluctuations, interannual and long-term changes as well as the uncertainty of measurements and applied methods, Customer acknowledges that Solargis cannot give any warranty on the accuracy of the Data, and the Data is provided on an "as is", "as available" basis. Solargis has done its utmost to make evaluation of solar and climate conditions and photovoltaic yield assessment, if applicable, based on the best available data, algorithms, software and knowledge. 
9. Solargis shall in no way whatsoever be liable for any use of Data Services by Customer (including any results, conclusions, studies, reports or analyses derived or created by Customer based on its use of the Data Services). Solargis has no liability either for accuracy, completeness or correctness of outputs of Data Services based on any content uploaded by Customer or created by using Data Services based on the data and/or calculation inserted by the Customer (“Customer Content”). 
10. Subject to the terms and conditions of the Agreement, Customer shall indemnify, defend and hold harmless Solargis, its officers, employees, affiliates and agents from and against any and all claims, actions, damages, losses, liabilities, costs, and expenses (excluding indirect, special, incidental, or punitive damages) that arise out of or in connection with Customer’s use of the Data Services in breach of these Terms of Use.
11. Without prejudice to any other terms in the Agreement, Solargis shall have the right to terminate the access to Data Services if Customer breaches any of the obligations stipulated in article 1 to 7 of these Terms of Use. In such case, the Customer's right to use Data Services (including Customer account) shall be deemed terminated and Customer shall be notified thereof. In the event of a termination of the Customer's right to use the Data Services pursuant to this article, Customer shall not be entitled to a refund of the service fee or any part thereof. 

*Note: When attributing a source, please include actual year of delivery.

[End of Data Services Terms of Use]

 

Specific Online Apps Provisions

The following specific provisions, together with the Data Services Terms of Use above, apply solely to the Online Apps and govern the use of their unique functionalities and subscription plans by Customers who choose to subscribe to these Services. Solargis has made every effort to ensure that the Online App substantially aligns with its described features and the functionalities communicated to the Customer.

SOLARGIS PROSPECT

Solargis Prospect is an interactive map-based tool designed to provide access to Data for any location worldwide. It supports the pre-feasibility phase of photovoltaic (PV) projects, helping users evaluate potential project sites.

• Subscription Plan: Based on the chosen annual subscription plan, the Customer will get access to the Prospect Online App and its functionalities depending on the plan type. The plan determines the number of projects assigned to the Customer (“Prospect Projects”) as well as the number of authorized users who can access this Online App. Subscription in active status allows the Customer to use the Online App and download the Data, and Reports from Solargis Prospect.
• Subscription Management and Termination: Customer can check the number of activated Prospect Projects in the Customer Account. Customer will be notified if the number of available Prospect Projects is about to be exceeded and will be contacted by Solargis in order to upgrade the plan before the end of the subscription period. In the event that subscription is terminated without renewal, Customer will continue to retain access to Prospect Projects in “read only” mode without the ability to download Data or Reports.
• Subscription Renewal: Upon renewing the subscription, the Customer will be able to access previously created Prospect Projects using the new subscription.

SOLARGIS EVALUATE

Solargis Evaluate is a service that provides the Customer with access to all tools, functionalities and Data of the interactive Online App Solargis Evaluate 2.0 (“Evaluate”). Through Evaluate, the Customer can activate projects, create designs, run energy yield simulations (“Evaluate Projects”), and download Reports and Data. A user manual with explained terminology of Evaluate is available at kb.solargis.com.

• Subscription Plan: The annual subscription plan chosen by the Customer grants the Customer the right to access  Evaluate and use the corresponding number of Solargis units (“SGU”). Only subscriptions with Full or Limited access allow the Customer access to Evaluate Projects.
• Use of SGU: The SGU provided under the Customer’s Evaluate subscription plan can be used for all available functionalities and Data downloads. Customer can purchase additional SGU within the same subscription plan. The use of SGU is entirely at the discretion and responsibility of the Customer. Solargis is not responsible for the Customer's decision regarding the allocation of SGU during the subscription period.
• Carryover of SGU: Unused SGU at the end of the subscription period may be transferred to a new subscription period only if the renewed subscription plan is the same or higher.
• Subscription Expiration: When a subscription expires and is not renewed, the Customer’s access to the Evaluate, along with all Evaluate Projects will undergo status changes from “Full access” through “Limited” to “Terminated”. The Customer is informed of the status in the Customer´s account.
• Subscription Renewal: Customer who renews their subscription no later than the end of the limited access period will retain full access to their previously generated Evaluate Projects. In order to ensure access to all previously generated Evaluate Projects, the start date of renewed subscriptions will be always the day following the expiration date of the previous subscription.
• Subscription Termination: If the subscription is not renewed before the end of the limited access period, Evaluate Projects may be permanently deleted at Solargis’ discretion. Customer can download Reports and Data of any Evaluate Project only during the active subscription period.

[End of Specific Online Apps Provisions]

Solargis Analyst license agreement

The use of Solargis Analyst software (“ANALYST”) is governed by the following license terms and conditions agreed between Solargis(the “Licensor”) and the Customer as the licensee (the “Licensee”). BY PURCHASING, INSTALLING AND USING ANALYST, THE LICENSEE AGREES TO BE BOUND BY THE TERMS OF THIS LICENCE. 

1. Licence Grant. Subject to the following terms, the Licensor grants the Licensee a non-exclusive, non-transferable licence to install and use ANALYST, including but not limited to use by the Licensee for its internal business use (the “Licence”). This License grants the Licensee the right, exercisable solely by and through Licensee’s authorized users (internal staff) to download and/or install ANALYST on ONE (1) computer owned, leased or controlled by the Licensee, which computer shall be for a single authorized user. Customer shall be responsible for ensuring that each authorized user complies with the relevant provisions of this Licence. 

2. Copyright and Proprietary Notice. Upon any use of ANALYST, the Licensee shall clearly provide copyright and proprietary notice by referencing “Solargis Analyst 1.x © Solargis“, wherein x is the respective version of ANALYST so used by the Licensee.

3. Use and Functions. The Licensee shall not use ANALYST for any purpose beyond the scope of the Licence granted herein and set out below:

a. General Use of ANALYST

i. Enabling the Licensee to work with software tools / modules with no territorial limitation within its scope of activity: to import and analyze solar and meteorological data, execute data quality control, export pdf reports or other outputs; 

ii. Running solar radiation and meteorological data management and analysis, quality assessment, visualization, data handling and reporting. 

b. Principal Modules of ANALYST 

i. Data Management;

ii. Quality Assessment; 

iii. Data Analysis. 

a. use ANALYST beyond the scope of the Licence granted herein;

b. copy ANALYST or any part thereof;

c. modify, correct, translate, adapt, enhance, further develop or otherwise create derivative works, enhancements or improvements, whether or not patentable, of ANALYST;

d. combine ANALYST or any part thereof with, or incorporate ANALYST or any part thereof in, any other programs without prior written approval of the Licensor;

e. reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of ANALYST or any part thereof, save and except any open source software parts, which third party licenses can be found at https://solargis.com/docs/product-guides/analyst/third-party-components;

f. remove, delete, efface, alter, obscure, translate, combine, supplement, or otherwise change any trademarks or any copyright, patent, or other intellectual property or proprietary rights or other symbols, notices, marks, or serial numbers on or relating to ANALYST;

g. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available ANALYST, or any features or functionality of it, to any third party for any reason, whether or not over a network or on a hosted basis, including in connection with the internet or any web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service (SaaS), cloud, or other technology or service; or

h. notwithstanding Section 4g., any use or presentation of ANALYST by the Licensee at conferences or exhibitions is subject to the prior written approval of the Licensor.

5. Licence Fee. The Licene fee is as described and confirmed in the course of purchase of ANALYST by the Licensee. 

6. ANALYST Outputs. The export materials from ANALYST (the “ANALYST Outputs”) include standard reports, information in tables and/or in graphic form. The Licensee is allowed to prepare its own analysis and provide services to third parties based on ANALYST Outputs, provided that the specified copyright and proprietary notices are used in every instance. The Licensee is not allowed to delete, modify or adjust in any way the preprinted ANALYST copyright reference on a report generated by ANALYST or other ANALYST Outputs. In case the ANALYST Outputs contain any Solargis data, the Licensee shall comply with the prevailing terms and conditions of the Solargis data including prescribed copyright and proprietary notices. 

7. Licence Term. The term of the Licence is specified in the Customer’s account available to the Licensee.

8. Licence Termination. This Licence shall terminate upon the expiry of the Licence term as set out above.  This Licence also terminates upon written notice by the Licensor following the Licensee´s failure to comply with any of the terms of this License, upon which termination the Licensee is not entitled for a refund of any part or whole of the Licensee Fee.

9. Updates and Upgrades. For the duration of the Licence term, updates will be available for ANALYST. Any upgrades in ANALYST, if available, shall be charged separately and be subject to new terms and conditions. 

10. Support. The Licensor shall provide limited, basic technical support for the duration of the Licence term to the extent covered by the warranty (see below), which support is available through Solargis Support Center at https://solargis.com/docs/product-guides/analyst/contact-us.  All other technical support including but not limited to methodology assistance, extra training, data consultancy, if available, shall be subject to additional fees and charges. 

11. Limited Warranty and Disclaimer.  During the term of the Licence, the Licensor warrants that ANALYST shall substantially conform to the description, function and applicable user´s manual. This warranty does not apply if:

a. ANALYST has been altered by the Licensee, or by any of its users, or conditions applicable on ANALYST Outputs, including but not limited to prescribed the copyright references, have been violated;

b. ANALYST has not been installed, operated, repaired, or maintained in accordance with instructions supplied by the Licensor or with this Licence;  and/or

c. hardware requirements for ANALYST have not been met.

Except the warranty expressly stated in this Licence and subject to other limitations contained in this Licence, ANALYST is provided on an ‘as is’, 'as available' basis without warranty of any other kind, either express or implied, including, but not limited to, the implied warranties of fitness for a purpose, or the warranty of non-infringement.  No advice or information, whether oral or written, obtained by the Licensee from the Licensor shall create any supplementary warranty for ANALYST.

Without limiting the foregoing, the Licensor makes no warranty that:

a. ANALYST meets Licensee’s requirements;

b. the results that are obtained from the use of ANALYST shall be effective, accurate or reliable; or

c. the features and functionality of ANALYST meets Licensee’s expectations.

The Licensor provides no warranty and is not liable for any minor changes in functionality and/or design caused by updates and/or changes in underlying open source libraries contained in ANALYST which may lead to minor differences in ANALYST Outputs. 

12. Exclusive Remedy. Upon the Licensee’s prompt written notification to the Licensor of a malfunction of ANALYST during the warranty period and to the extent permitted by applicable law and by this Licence, the Licensee’s sole and exclusive remedy is:

a. the repair, whenever possible, of ANALYST; or

b. in the event of a substantial failure of ANALYST in which the Licensor is unable to repair, a refund of a portion of the Licence fee paid by the Licensor corresponding to the failure, time of occurrence and other factors, as the case may be.  

13. Limitation of Liability. The use of ANALYST is done at Licensee’s own discretion and risk and with agreement that the Licensee shall be solely responsible for any damage to its computer system or loss of data that results from such activities. In no event shall the Licensor be liable to the Licensee or to any third parties for any special, punitive, incidental, indirect or consequential damages of any kind, or any damages whatsoever, including, without limitation, those resulting from loss of use, data or profits, arising out of or in connection with the use of ANALYST. The Licensee represents and warrants having the lawful right to use and upload the Licensee´s content uploaded to ANALYST (“Licensee Content”). The Licensor has no liability whatsoever for the Licensee Content and has also no liability for accuracy, completeness or correctness of ANALYST Outputs received from ANALYST based on the Licensee Content or with use of the same. The Licensee acknowledges that the quality of any ANALYST Outputs is limited by the accuracy, correctness and completeness of the Licensee Content.   

14. Indemnity. Customer shall indemnify, defend and hold harmless Licensor, its officers, employees and agents from and against any and all claims, actions, damages, losses, liabilities, costs, or expenses of any kind and nature arising out of or in connection with Customer’s use of ANALYST and/or ANALYST Outputs in breach of this Licence.

[End of the Licence]

 

C. GENERAL PROVISIONS

1. Fees and Taxes

In consideration for the provision of the Services specified in the Agreement, or in the Offer, Customer shall pay to Solargis all fees and other amounts, in such manner, as set forth in the Agreement or in the Offer. All prices and other amounts shall be exclusive of all applicable country, provincial, state and local sales, use, value added, excise, privilege, franchise and similar taxes, and Customer shall be responsible for the payment of all such taxes.

2. Confidentiality 

Confidential Information means: (i) with respect to Solargis, any information disclosed by, for, or on behalf of Solargis, directly or indirectly, to Customer in connection with this Agreement, the Services, or learned or accessed by the Customer in connection with the Services under this Agreement, including business information, development plans, pricing, methods, financial data, programs, know-how, security plans and processes, in any form or medium, and any other information that is designated as being confidential (whether or not it is marked as “confidential”); and (ii) with respect to Customer, any information disclosed by Customer to Solargis that (a) must be kept confidential pursuant to applicable law or (b) is sensitive security, technical or other proprietary information that is clearly marked as “confidential” by Customer.

Obligation of Confidentiality. You and Solargis shall take reasonable steps to maintain the confidentiality of each other’s Confidential Information and to protect the confidentiality thereof in the same manner as each party protects its own. Neither party shall disclose the other party’s Confidential Information to any person or entity except only to its employees, advisors, and attorneys who need to know the information in connection with this Agreement and who are bound by the confidentiality obligations of the same or similar nature and strength. In addition to the foregoing, Solargis also may disclose Customer´s Confidential Information to its consultants, contractors, service providers, and other third parties providers in connection with this Agreement who are bound by confidentiality obligations of the same or similar nature and strength.

Exclusions. Confidential Information does not include information that: (i) was lawfully known to the receiving party prior to its disclosure, without any obligation of confidentiality; (ii) becomes publicly available through no fault or misconduct of the receiving party or any third party; (iii) is lawfully obtained from a third party without restrictions or a violation of this Agreement; or (iv) is independently created by the receiving party without relying on the disclosing party’s Confidential Information.

Compelled Disclosure. If the receiving party is compelled by law to disclose Confidential Information of the disclosing party, it shall provide the disclosing party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at disclosing party’s cost, if the disclosing party wishes to seek a protective order or otherwise contest the disclosure.

Return. Receiving party will return all originals, copies and summaries of the Confidential Information upon disclosing party’s request. Nothing herein requires a party to erase any Confidential Information that is in an archived computer backup system in accordance with its respective security and/or disaster recovery procedures and each party may each retain necessary copies of the Confidential Information to the extent required to comply with legal or regulatory requirements (all of which remains strictly subject to the restrictions in this Agreement).

Duration. The agreement regarding Confidential Information will last 2 (two) years from execution of the Agreement.

Ownership. Each party retains sole and exclusive ownership in its Confidential Information including all intellectual property rights.

3. Termination for cause 

Solargis may terminate the Agreement for cause immediately upon written notice to the Customer if (i) the Customer breaches its obligations under the Agreement, (ii) the Customer uses the Services in a manner that would cause real harm or loss to us or to other users, (iii) the Customer´s payment is not accomplished within 60 days upon entering into the Agreement. 
In the foregoing events Solargis shall have the right to terminate or suspend the access to Services. In such case, the Customer Account shall be terminated and Customer shall be notified thereof. In the event of termination of the Customer's right to use the Services pursuant to this article, Customer shall not be entitled to a refund of the service fee or any part thereof.
Before suspending or terminating Customer´s Account and unless you are in material breach of this Agreement, Solargis will provide you with reasonable advance notice via the email address associated with your Customer Account so you can attempt to remedy the activity that prompted us to contact you. If you fail to take the steps we request in such notice, we will terminate or suspend your access to our Services and your Customer Account. The termination of this Agreement does not affect any amounts owed before that termination.

4. Intellectual Property 

Solargis database© (“Database”) and outputs thereof are fully owned by Solargis. Solargis retains sole and exclusive rights to Database and sole and exclusive ownership in the Data. Solargis also owns and will own all intellectual property rights, title and interest in any ideas, concepts, know how, databases, documentation or techniques developed by Solargis. All rights owned by Solargis not expressly granted in the Agreement are reserved by Solargis. The Customer acknowledges that the Services may include open source software. To the extent applicable, Solargis will identify such open source software, and the terms on which the Customer may use such open source software (if different to the terms on which the Customer may use the Solargis' Data, Services and outputs thereof). In that case, the terms of the open source software license will apply to the Customer's use of the open source software, and the Customer will have the rights granted in such licenses.

5. Feedback 

The Customer hereby does and will irrevocably assign to Solargis the right to use all evaluations, ideas, feedback and suggestions (collectively, “Feedback”) made or provided by the Customer to Solargis regarding any data, Services or outputs thereof, excluding any intellectual property rights, or Confidential Information belonging to the Customer. To the extent the rights to the Feedback cannot be assigned by the Customer to Solargis, the Customer hereby grants to Solargis an exclusive, royalty-free, transferable, irrevocable, worldwide right to use, practice and exploit those non-assignable rights to the Feedback.

6. Trademark and Copyright Notices 

The Customer will not remove, alter or destroy any proprietary, trademark or copyright notices placed upon or contained within any Services or outputs thereof (Reports, Data or similar) at any time. The Customer does not and will not acquire any rights of any kind in or to any data, trademark, trade name, logo or other designation under which Services or outputs thereof was or is marketed and, except as contemplated herein, may not make any use of the same for any purposes without Solargis’ prior written consent, which may be arbitrarily withheld. In case one of the Services is accompanied by a report / consultancy study, the Customer will obtain permission to use this document or its parts for preparing the technical documentation, provided that the copyright for the relevant parts are acknowledged as instructed in such report or study.

7. Customer Content

Customer is responsible for any content inserted by Customer or created by using  Services based on the data and/or calculation inserted by the Customer (“Customer Content”). Solargis does not claim ownership of Customer Content and Solargis will not access or use Customer Content except as necessary to maintain or provide the Services, or as necessary to comply with the law or a binding order of a government authority.

8. Integration with other services

Services might be integrated with other Solargis´ or third party´ services or applications (hereinafter "Other Solution"). Access and use of the Other Solution may require acceptance and continuous observance of terms of service and privacy policy applicable to such Other Solution (hereinafter "Other Terms"). While Solargis will make its best effort to provide you with advance notice, whenever reasonably possible, you acknowledge and agree that Solargis may, at any time and in our sole discretion, and without any notice to you, suspend, restrict or disable access to or remove from Services, any Other Solution, without any liability to you.

9. Disclaimer of warranties

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER SOLARGIS, NOR ITS AFFILIATES, OR AGENTS MAKE ANY REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, SATISFACTORY QUALITY, REASONABLE SKILL AND CARE, MERCHANTABILITY, SUITABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR THAT THE DATA, SERVICES AND/OR SERVICES’ OUTPUTS PROVIDED HEREUNDER WILL BE SECURE, UNINTERRUPTED OR ERROR FREE OR WILL MEET CUSTOMER’S REQUIREMENTS OR NEEDS. YOU EXPRESSLY UNDERSTAND AND AGREE THAT DATA, SERVICES AND/OR SERVICES’ OUTPUTS  ARE PROVIDED "AS IS", "AS AVAILABLE" BASIS. SOLARGIS SPECIFICALLY DO NOT REPRESENT OR WARRANT THAT THE DATA, SERVICES AND/OR SERVICES’ OUTPUTS (OR ANY PART, FEATURE OR CONTENT THEREOF) ARE COMPLETE, ACCURATE, OF ANY CERTAIN QUALITY, RELIABLE OR SECURE IN ANY WAY, SUITABLE FOR OR COMPATIBLE WITH ANY OF CUSTOMER´S (OR ITS END USERS´) CONTEMPLATED ACTIVITIES, DEVICES, OPERATING SYSTEMS, BROWSERS, SOFTWARE OR TOOLS (OR THAT THEY WILL REMAIN AS SUCH AT ANY TIME), OR THAT THEY COMPLY WITH ANY LAWS APPLICABLE TO CUSTOMER OR ITS END USERS (INCLUDING IN ANY JURISDICTION IN WHICH THEY OPERATE).

SOLARGIS DOES ITS UTMOST TO ENSURE THAT AVAILABILITY OF THE SERVICES WILL BE UNINTERRUPTED AND THAT TRANSMISSIONS WILL BE FREE OF VIRUSES AND OTHER HARMFUL COMPONENTS OR ERRORS. HOWEVER, DUE TO THE NATURE OF THE INTERNET, THIS CANNOT BE GUARANTEED. ALSO, YOUR ACCESS TO THE SERVICES MAY ALSO BE OCCASIONALLY SUSPENDED OR RESTRICTED TO ALLOW FOR REPAIRS, MAINTENANCE, OR THE INTRODUCTION OF NEW FUNCTIONALITIES OR SERVICES. WE WILL ATTEMPT TO LIMIT THE FREQUENCY AND DURATION OF ANY SUCH SUSPENSION OR RESTRICTION. 

10. Indemnification

The Customer shall indemnify and hold harmless Solargis, its officers, employees, affiliates and agents, from and against any claims, damages, obligations, losses, liabilities, costs, debt and expenses arising out of or in connection with the breach of this Agreement by the Customer or in relation to the use of the Data, Services and/or outputs thereof by the Customer in connection with (i) any Customer Content, (ii) Customer’s use of the Data, Services and/or outputs thereof contrary to the Agreement or applicable documentation, or (iii) Customer’s use of the Data, Services and/or outputs thereof in violation of third party´s rights, any law, or regulation.

11. Exclusion and Limitation of Liability

Exclusion. TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW AND EXCEPT FOR CLAIMS OR ACTIONS ARISING FROM CUSTOMER´S INTENTIONAL MISCONDUCT OR FRAUD NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR (i) ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND, OR (ii) DAMAGES FOR LOSS OF USE, LOSS OF BUSINESS, LOSS OF PROFITS OR REVENUE, OR LOSS OF BUSINESS INFORMATION.

Limitation. TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, IN NO EVENT SHALL SOLARGIS’ TOTAL LIABILITY TO THE CUSTOMER FOR ANY DAMAGES, LOSSES OR CAUSES OF ACTION THAT CAN BE FORESEEN, IN RESPECT OF ANY SERVICES, EXCEED ONE THOUSAND EURO (EUR ,1000).

12. Personal Data

Any personal data provided in this Agreement or on the basis of this Agreement shall be processed only for the purposes of this Agreement and in accordance with applicable laws and regulations on personal data protection (EU General Data Protection Regulation). Solargis' general privacy policy is available at https://solargis.com/legal/privacy-policy.

13. Assignment 

Customer may not assign or transfer the Agreement or any rights under the Agreement without Solargis’ prior written consent which shall not be unreasonably withheld.

14. Force Majeure 

Solargis will not be liable to you for an failure to timely or duly perform Services hereunder when its failure is caused by or results from acts beyond its reasonable control (force majeure events.

15. Fair Use

Customer acknowledges that for some Services a fair use policy apply for prevention of any unfair use and to create stable environment for any and all Customers (“Fair Use”). The Fair Use, if applicable, is detailed within the specification the Services. In case the Fair Use is violated, Solargis shall take the opportunity to contact the Customer and suggest him more appropriate solution for his needs. If the Customer´s behavior leads to the grounded suspicion that his activity represents abuse of Solargis Database and/or Services or any part thereof, Solargis has the right to take appropriate measures in accordance with Article 3 of General Provisions hereunder or Section 3.5 of the Website Terms of Use.

16. Relationship

The parties are independent contractors. The Agreement does not create a joint venture or partnership between the parties; and no party is by virtue of the Agreement authorized as an agent, employee or representative of the other party.

17. Entire Agreement

The Agreement constitutes the entire agreement between the parties on the subject hereof and supersedes all other prior agreements, negotiations, representations and proposals, written or oral. Solargis and Customer agree they will have no remedy arising from any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to the Agreement or not) other than as expressly set out in the Agreement.

18. Changes to the GST

We may need to make changes to some provisions of these GST from time to time for various reasons. For example, we may need to reflect updates in how the Services work or changes in the law. You should regularly check these GST at solargis.com/legal. If we make change to the GST which would affect your rights and obligations or use of Services, we shall notify you by sending an email to the Customer´s Administrator/s within the Customer Account prior to the changed version is taking effect. Customer´s use of the Services after the effective date of the updated version of GST constitutes your agreement to such updated terms. Any change of these GST does not have retroactive effect.

19. Severability 

If any term or provision of this Agreement is held to be illegal or unenforceable, such term or provision shall be deemed to be deleted from this Agreement and the validity or enforceability of the remainder of this Agreement shall remain in full force and effect.

20. Business contact info 

The Customer will provide accurate and complete information on its legal business name, address, email address and phone number, and maintain and promptly update this information if it should change.

21. Compliance 

The Customer agrees, subject to the penalties imposed in the respective instrument and under the applicable laws, to duly observe and strictly comply with all applicable anticorruption, anti-terrorism, embargo, sanctions and anti-money laundering laws (hereinafter jointly referred to as “Applicable Laws”). The Customer represents and warrants that he is not involved and will not be involved, directly or indirectly, through its representatives, managers, officers, directors, members, partners or shareholders, collaborators, advisors, related parties, during performance of the obligations hereunder, in any business or practice defined as a violation of the Applicable Laws and that (i)  they are not involved in any investigation or in any claims under or in relation to the Applicable Laws ; (ii) they are not parties to judicial and/or administrative proceedings, nor have they been convicted for or accused of any offence under or in relation to the Applicable Laws; (iii) they are not included in any governmental agency list, nor are they known for or suspect of practices of terrorism and/or money laundering; (iv) they are not subject to embargo, to economic and business restrictions or sanctions determined by any governmental entity; and (v) they are not excluded nor have been prevented from doing business under any law imposed by or supervised by any governmental entity.

22. Surviving Provisions

All provisions regarding indemnification, warranty, liability, and limits thereon, and confidentiality and/or protections of proprietary rights, including but not limited to intellectual property shall survive the termination of this Agreement.

23. Governing law 

This Agreement shall be governed by the laws of the Slovak Republic, without reference to its conflicts of law principles. In the event any of the provisions of this Agreement are held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be eliminated or limited to the minimum extent necessary so this Agreement shall otherwise remain in full force and effect. Any dispute arising out of this Agreement which will not be settled amicably, will be resolved by the International Court of Arbitration of ICC in Paris by one arbitrator appointed in accordance with ICC´s procedural rules. The language of the proceeding will be English.

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The valid version of these General Sales Terms is always available at: 
https://solargis.com/legal/general-sales-terms

These General Sales Terms are applicable starting 21 February 2025 

Revision 5