General sales terms

1. DESCRIPTION OF PAID SERVICES AND STRUCTURE OF SOLARGIS TERMS

 

Paid Services are provided by 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. The registered seat of the company is at Bottova 2A, 811 09 Bratislava, Slovakia (hereinafter referred to as the ”Solargis” or “We”).

Paid Services represent all Solargis services displayed on our websites apps.solargis.com or solargis.info (hereinafter together referred to as the “Websites”) which are paid, and they are defined in Solargis Website Terms of Use (please see solargis.com/legal).

These General Sales Terms (hereinafter referred to as the “GST”) shall govern online purchases of our Paid Services, that are available for online purchases, i.e. our on-line applications (hereinafter as “Application/s”), Solargis® solar, meteorological and/or other related data (hereinafter as “Data”), as well as specific Solargis software product/s for the download (hereinafter as “Software”).

These GST are inseparably connected with the Solargis Website Terms of Use governing the use of Websites in general, use of Free Services offered on the Websites, the Registration necessary for accessing the free trials, Customer Account creation necessary for accessing the Paid Services and finally also with our Privacy Policy available at solargis.com/legal/privacy-policy.

We would like to draw your attention particularly to the Section 3 of the Website Terms of Use where you can find all necessary information concerning Customer Account and roles of Administrator and Customer Account Users. This information is important for proper use of Paid Services.

Use of Paid Services is subject to compliance with these GST, Website Terms of Use as well as with any further special terms and license conditions hereinafter defined which might accompany the applicable Paid Services (for more details about the special terms of use and license conditions please go to Section 4 of these GST).

Expressions used in Capital letters, unless expressly defined herein, have the meaning attributed in the Website Terms of Use.

 2. ACCESS TO THE PAID SERVICES AND DELIVERBALES

Access to the Paid Service in general is subject to creation of Customer Account according to Section 3 of the Website Terms of Use.

When placing the first order for Paid Services, the Customer must follow the Registration and Customer Account Rules in Website Terms of Use. Customer Account can comprise of limited number of Administrators and Customer Account Users. The Customer shall be liable for any activities of all its Customer Account  Users, which must be compliant with these GST. Each Customer acknowledges the fact, that any activity of any person under the Customer Account is considered by Solargis to be the activity of the Customer (for more details please see the Customer Account Rules in Website Terms of Use).

Each of the Paid Services displayed on Websites is accompanied by the information about its characteristics. Within the purchase process, Customer obtains information about the price of selected Paid Service. Price to be paid is typically dependent on quantity and characteristics of ordered data for geographical localities/territories and/or number of Customer Account Users allowed to work with them, as the case may be.

In case the Paid Services ordered by the Customer from Solargis include Data, Data Reports or other reports, information in tables or in graphical form, data and other materials created, generated or made available through the Paid Services, they are hereinafter referred to as “Deliverable/s”. Data can be obtained in xls, csv format or similar and they can be accompanied with comments/interpretation/explanation in tabular or graphical form, and in a form exportable to pdf data report (hereinafter as “Data Report”). Data and Data Reports  acquirable by the Customer through the Paid Services come from the Solargis® unique databases (hereinafter as “Database”) supported by the specific software instruments developed by Solargis.

Our Applications are functioning as SaaS (software as a services), so you neither need to copy, download, buy nor install a software and/or other IP protected instrument in your equipment in order to work online with the Applications and get the requested Deliverables.  

If you have purchased and downloaded the Software, you may use all functionalities which accompany the specific Software as described on our Websites.

The selected Application or Software is activated for the respective subscription period (usually one year) during which you can use all activated tools available online and download available data files.

 

 3. ONLINE PURCHASE PROCESS

3.1         General

The offer of each of the Paid Services displayed on the Websites contain the main characteristics such as the possible use, expected outcomes, number of users, number of projects and the price (hereinafter as “Product Description”). Prior the purchase the Customer shall always check the characteristics and limitations of use (by users or by projects, as the case may be) within the Product Description relative to the chosen Paid Services as it becomes the binging part of the purchase once accomplished by the Customer.

By ordering any of the Paid Services online, you as a Customer are entering into a legal agreement with us, consisting of these GST, Product Description as well as such special terms and conditions or licenses (“Special Terms”), which may be displayed upon purchasing, accessing or downloading particular Paid Services notwithstanding any prior acceptance of GST or Special Terms version valid at the time of earlier acceptance. Applicable version of GST, valid at the moment of purchase, shall always be linked to the particular purchase of the Paid Services. Special Terms are described in more details in Section 4 of these GST and they are an inseparable part of these GST.

3.2         Prices

The use of the Paid Services is subject to the payment of the price according to Binding Contract, as defined below. The prices offered for each type of the Paid 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. In case of Software, the license fee can be multiplied by the number of acquired licenses to the Software. All prices shall be deemed to be in EURO, except as specifically stated otherwise by Solargis.

3.3         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 (“Taxes”), and you shall be responsible for payment of all applicable Taxes relating to your use of Paid 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 as defined thereafter.

3.4         Promotions

If Solargis offers you a promotion (e.g. promotional price, extended subscription period, or other specific offer), the specific terms of the promotion will be disclosed during your purchase or in other materials provided to you.

3.5         Acceptance of these GST and Special Terms and confirmation of the Order

If you as the Customer decides to purchase certain Paid Services, you will be invited to accept actual GST as well as Special Terms (depending on the type of chosen Paid Services) within the process of online purchase of any Paid Service (“Order”). This way You also accept that all our commercial communication is in English and the use of any local language is not required neither for these GST nor for the contract itself.

Before the final submission of the binding Order for Paid Services, the Customer is provided by the summary of its Order and still has the chance to change it, cancel it and/or make necessary adjustment to the data in its Customer Account. Please always carefully check also the Product Description as it provides you with necessary information about the chosen Paid Services.

The online Order is confirmed by Solargis by e-mail confirmation. Confirmation of an Order by Solargis means that the contract is valid and effective and binding for both parties (”Binding Contract”). If you do not fully understand and agree to GST please immediately stop ordering the respective Paid Services and contact us.

3.6         Payments

Within the ordering process the Customer decides whether the payment is made:

1. online – using the banking cards or other e-payment instrument in which case the payment is considered as accomplished when the system shows that it was already processed, or
2. via bank transfer in which case the Customer is provided with “pro forma invoice” or “invoice” by e-mail specifying the terms of payment. The payment is considered as accomplished when the respective amount arrives to a designated bank account of Solargis.

3.7         Delivery

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

3.8         Invoicing

After the payments are accomplished and the services delivered, 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.

The person making the Order must be aware of the fact, that Solargis shall issue the invoice on the name of the Customer (assigned to respective Customer Account) who will be liable for the proper taxation and accountancy handling.

3.9         Termination of the Binding Contract

Should the Customer´s payment not be accomplished within 60 days upon the Binding Contract completion, Solargis has the right to unilaterally cancel the Binding Contract even without notifying the Customer. 

If the Customer has violated GST, Special Terms or Website Terms of Use, Solargis may immediately suspend or terminate the Customer Account and/or right to access and use of Paid Services. In such case Solargis is entitled to unilaterally cancel the Binding Contract. In case of termination of the Binding Contract on this ground the Customer is not entitled to any refund of the price already paid.

 

4. USE OF PAID SERVICES AND DELIVERABLES - RIGHTS AND LIMITATIONS

 

4.1         General

Solargis® 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 mentioned in these GST are reserved by Solargis.

Trademark and Copyright Notices. Customer shall not remove, alter or destroy any proprietary, trademark or copyright notices placed upon or contained within any Paid Services or Deliverables at any time. Customer does not and will not acquire any rights of any kind in or to any trademark, trade name, logo or other deliverable product designation under which the Deliverables or other deliverable product of Solargis 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.

The Customer hereby recognizes and agrees that:

(a) the Database is an original compilation of data protected by respective copyright law and other intellectual property law international instruments;

(b) the Data included in the Database are unique and valuable and their structure and interconnections represent Solargis´ know-how[1];

(c) Deliverables normally bear the sign of Solargis origin. Customer will not remove or obscure any of such signs and will preserve all such signs in identical or substantially similar form;

(d) 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 Deliverables despite having done the best to make an assessment of climate conditions based on the best available data, software and knowledge;

(e) Customer obtains the right to use the Deliverables consistent with these GST and Special Terms and no other right, title or interest in or to any copyright, trademark or other proprietary rights relating to Deliverables are transferred from Solargis to the Customer, except as stated otherwise below;

(f) Customer shall not modify, decompile, disassemble, decrypt, extract or otherwise reverse the Deliverables;

(g) The Data shall be used only by the Customer (through its Administrators and Customer Account Users) for its internal business use. Customer shall not sell, license, rent, lease, publish, post, lend, assign or transfer in whole or in part, or provide unauthorized third parties access to the Data without the prior written consent of Solargis;

(h) Customer may use only the Deliverables for which it has paid the required price. The right to use the Deliverables is subject to the conditions of use and/or copyright notices, where applicable, are maintained with the Deliverables or part thereof;

(i) Solargis shall in no way whatsoever be liable for use of the Deliverables or any result thereof by Customer;

(j) Customer will not be mining the Database, access to it, misusing the Data, copying them or otherwise using data included in the Database, Database itself, Software or Application contrary to this GST or Special Terms;

(k)  Customer acknowledges that for some Paid Services a fair use policy also 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 Paid Services.

4.2         Further Customer´s rights, obligations and limitations of use

Customer is allowed to use the Paid Services and Deliverables for its own purposes in accordance with its business, scientific, teaching, planning and other similar focused activity assisting its clients and/or targeted end users in accordance with the Binding Contract, these GST and Special Terms, if applicable. Customer is not allowed to merchandise the Deliverables or any part of Paid Services for whatever purposes or in any manner without prior written permission of Solargis.  

In cases the Fair Use is violated, Solargis shall take the opportunity to contact the Customer and suggest him more appropriate solutions for his needs. If the Customer´s behavior leads to the grounded suspicion that his activity represents abuse of Database and/or Data and/or Paid Services or any part thereof, Solargis has the right to take appropriate measures in accordance with Section 3.9 of these GST and Section 3.4 of the Website Terms of Use.

It the Customer shares Deliverables with a third party, provided he is authorized for such use by Solargis, it remains solely liable towards Solargis for the unproper, unauthorized use by such third party. We therefore highly recommend to the Customer to make such third party contractually liable towards the Customer in case of their misconduct.

The Customer may exploit the Paid Services only for:

1. a) Business use, which means exploiting the Applications, Software and Deliverables by Customer in full compliance with the appropriate Special Terms and GST.
2. b) Academic use which means exploiting the Applications, Software and Deliverables only by academic environment (university, research institution) for teaching, studying, running seminars or symposiums, writing and publishing, all this on non-commercial basis and in full compliance with applicable Special Terms and GST.

Customer is not allowed to make any Deliverable available to the participants of a tender or to any third party who gathers the same information or data, provided by Paid Services, for its own purposes, projects, for independent data processing and any other specific business use (“Other Use”). Provision of Deliverables for Other Use by the Customers is not allowed without the consent of Solargis. In case you are interested in using Deliverables for Other Use, please contact us directly by e-mail at contact@solargis.com.

4.3         Special Terms

The Paid Services are routinely accompanied by Special Terms, i.e. by such particular terms and conditions or licenses which relate specifically to the purchased Paid Services.  Special Terms contain the customized (tailor made) terms and conditions applicable to particular Paid Services and/or Deliverables thereof, including the limitations or exceptions in limitations to use Deliverables in extent of these GST. Typical examples of Special Terms are Data Terms of Use, Online Apps Terms of Use, Analyst software license agreement, etc. Special Terms must be accepted online within the process of Order and they are displayed also at each occasion of download of the Data during the use of Paid Services. The Customer can see the Special Terms also in some of the provided Deliverables (e.g. in the Data Report).

Special Terms may also be the part of individual business offer, prepared on request of the Customer and tailored for his specific needs  as a result of direct interaction with the Customer (e.g. outside of the online environment).

Special Terms, in extent which differs from the terms and limitations as stated in these GST are always prevailing the GST. You may contact us at legal@solargis.com in case you would like to consult any of the Special Terms in advance of your online purchase.

4.4         Feedback

Customer hereby irrevocably assigns to Solargis the right to use all evaluations, ideas, feedback and suggestions made by the Customer to Solargis regarding Deliverables and/or any Paid Services (collectively, “Feedback”). To the extent the right to use the Feedback cannot be assigned by Customer to Solargis, Customer hereby grants to Solargis an exclusive, royalty-free, transferable, irrevocable, worldwide, fully paid-up right to fully use, practice and exploit those non-assignable rights, title and interest.

4.5         Derivative works

Solargis may grant to the Customer upon request a non-exclusive right to utilize the chosen and agreed Deliverables, to create its own derivative works. Approved derivative works may be copied, published and distributed elsewhere whereas the Customer would be responsible for the correct designation of the original sources.

 

5. DISCLAIMER, LIMITATION OF LIABILITY AND INDEMNITY

 

DISCLAIMER

THE PAID SERVICES, INCLUDING THE DELIVERABLES, AND ANY OTHER MATERIALS CONTAINED IN OR PROVIDED THROUGH ANY PAID SERVICES OR THROUGH ACCESS TO THEM, ARE PROVIDED "AS IS" AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED UNLESS EXPRESSLY OTHERWISE AGREED. WITHOUT LIMITING THE FOREGOING, SOLARGIS DOES NOT MAKE ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, COMPLETENESS, AVAILABILITY, SECURITY, COMPATIBILITY OR NONINFRINGEMENT; OR THAT THE SERVICES WILL BE UNINTERRUPTED, FREE OF VIRUSES AND OTHER HARMFUL COMPONENTS, ACCURATE, ERROR FREE, OR RELIABLE.  

WE SPECIFICALLY DO NOT REPRESENT OR WARRANT THAT THE DELIVERABLES (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 YOUR (OR YOUR END USERS) CONTEMPLATED ACTIVITIES, DEVICES, OPERATING SYSTEMS, BROWSERS, SOFTWARE OR TOOLS (OR THAT THEY WILL REMAIN AS SUCH AT ANY TIME), OR COMPLY WITH ANY LAWS APPLICABLE TO YOU OR YOUR END USERS (INCLUDING IN ANY JURISDICTION IN WHICH YOU OPERATE), OR THAT THEIR OPERATION WILL BE FREE OF ANY VIRUSES, BUGS OR OTHER HARMFUL COMPONENTS OR PROGRAM LIMITATIONS. WE DO NOT ENDORSE ANY ENTITY, PRODUCT OR SERVICE (INCLUDING ANY THIRD-PARTY SERVICES) MENTIONED IN OR MADE AVAILABLE VIA THE WEBSITES.

SOLARGIS WILL DO OUR UTMOST TO ENSURE THAT AVAILABILITY OF THE PAID SERVICES WILL BE UNINTERRUPTED AND THAT TRANSMISSIONS WILL BE ERROR-FREE. HOWEVER, DUE TO THE NATURE OF THE INTERNET, THIS CANNOT BE GUARANTEED. ALSO, YOUR ACCESS TO THE PAID 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. 

LIMITATION OF LIABILITY

SOLARGIS WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY FAILURE TO TIMELY OR DULY PERFORM HEREUNDER WHEN ITS FAILURE IS CAUSED BY OR RESULTS FROM ACTS BEYONG ITS REASONABLE CONTROL (FORCE MAJEURE EVENTS). IN NO EVENT SHALL SOLARGIS, ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AFFILIATES, AGENTS AND SUPPLIERS, BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR OTHER DAMAGES, INCLUDING LOSS OF PROFITS, ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF THE PAID SERVICES OR DELIVERABLES THEREOF. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU, WHICH CAN BE FORESEEN FOR ANY AND ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED 5,000.00 EUR (FIVE THOUSAND EURO).  

INDEMNITY

YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS SOLARGIS, ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AFFILIATES,  AGENTS AND SUPPLIERS FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, DAMAGES, EXPENSES (INCLUDING ATTORNEYS' FEES AND COSTS) AND OTHER LOSSES ARISING OUT OF OR IN ANY WAY RELATED TO YOUR BREACH OR ALLEGED BREACH OF THESE GST OR YOUR USE OF THE PAID SERVICES INCLUDING WITHOUT LIMITATION IN CONNECTION WITH ANY CUSTOMER SUPPLIED INTELLECTUAL PROPERTY, MATERIALS AND/OR ANY CUSTOMER DATA. SOLARGIS RESERVES THE RIGHT, TO EMPLOY SEPARATE COUNSEL AND/OR ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU.

 

6. GOVERNING LAW AND JURISDICTION

The rights and remedies resulting from the GST and any and all claims and disputes related hereto and/or to the Paid Services, their interpretation, or the breach, termination or validity thereof, the relationships which result from or pursuant to these GST, or any related transaction or purchase, shall be governed by, construed under and enforced in all respects solely and exclusively in accordance with the substantive laws of the Slovak Republic, fully harmonized within EU law and without respect to its conflict of laws principles. Any and all such claims and disputes shall be brought in, and you hereby consent to them being decided exclusively by the International Court of Arbitration of ICC in Vienna, Austria by one arbitrator appointed in accordance with ICC´s procedural rules. The language of the proceeding shall be English.

 

7. BUSINESS CONTACT INFORMATION

Customer will provide accurate and complete information concerning its legal business name, address, email address and phone number. Customer will maintain and promptly update this information if it changes. Customer agrees to allow Solargis to store and use Customer’s business contact information, including names, business phone numbers, and business email addresses of Customer contact persons for the purposes of communication that regards Customer´s purchases of Paid Services and access to Free Services. Such information will be processed and used solely in accordance with the applicable law.

In order to keep you informed on Solargis products and services Solargis may, from time to time, send to the Customer´s contact person/s information on its new products or services or new feature announcements, marketing materials or promotional offers with respect to Solargis products or services via email. Such contact person/s may opt-out from the said communication by contacting us at contact@solargis.com or during your online purchase by clicking the opt-out box /unsubscribe link.

 

8. CHANGES TO THESE GST

We may need to make changes to these GST from time to time for various reasons. For example, we may need to reflect updates in how the Paid Services work or changes in the law. You should look at these GST regularly, which are posted on the Websites at solargis.com/legal. If we make such change to these GST which would affect your rights and obligations or use of Paid Services, we shall notify you by sending an email to the Customer 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.

 

9. SUPPORT AND CONTACT

The valid version of these GST is always available on solargis.com/legal/general-sales-terms.

To get in touch with our Customer Service - please use any of the options listed below:

• Send an email message to contact@solargis.com
• Contact us by phone: (SK Number) +421 2 4319 1708 during business hours
  (Monday - Friday, between 9AM and 6PM CET)

You can visit us or send a letter by post to the address:

Solargis s.r.o., Bottova 2A, 811 09 Bratislava, Slovakia

  

These GST were last revised and are applicable starting 1st June 2023

Revision 4

[1] Except solely those individual data that were imported from publicly available databases or paid databases of other entities, e.g. ECMWF, DWD, NOAA, NASA, or BOOM.