GENERAL CONTRACTUAL TERMS TO THE PAID SERVICES

Paid Services are provided by the company Solargis s.r.o., the company incorporated under the Law of the Slovak Republic and recorded by companies’ registry of the District Court Bratislava 1; Section: Sro; File No.: 62765/B bearing Identification Number: 45 354 766. The permanent seat of the company is at: Milana Marečka 3, 841 07 Bratislava, Slovakia (hereinafter referred to as the „Solargis“).

These General Contractual Terms (hereinafter as “GCT”) shall govern your purchases, being the Customers on our website  http://apps.solargis.com/ (“Apps Page”), where you can find our on-line applications offering different tools and functionality with respect to solar and meteorological data (hereinafter as “Application or the Applications”). For more info please see the link (https://solargis.com/).

The GCT are inseparably connected with the Terms of Use (https://solargis.com/legal/solargis-apps-terms-of-use/) governing free Website use and Subscription rules in very general and rights and obligations of the Common Users, Registered Users, Business Entities, Customer, Customer´s Active Users and Passive Users). Expressions used in Capital letters, unless expressly defined herein, have the meaning attributed in the Terms of Use.

You, as the Customer, can download any requested data files which are available within the offered Applications whereas the pricing is basically depending on number and characteristics of ordered data for geographical localities/territories, and number of Active Users allowed to work within the ordered locality/territory. Principally the selected Application can be activated for a chosen geographical site/territory and for a period of one year (“Subscription Period) during which you can use all activated software tools available on-line and download available data files (“Online Activity”).

Each Application as displayed on Apps Page will show you all the possibilities with the relevant prices, which correspond to the pricing available on Apps Page (https://solargis.com/pricing/Pricing”).

In case you would like to make a specific order only for download of data without using our Applications, you can find more information about how to contact us and what are the possibilities of offline direct data deliveries https://solargis.com/products/

1. What you can get from Paid Services

Each time within the Online Activity any of Customers´Administrators and/or Active Users assigned to the Customer Account access the purchased Paid Services in order to use related tools and get the relevant data within the concrete purchase. You will obtain the chosen solar and meteorological data sets in xls or csv format (hereinafter as “Data Set) with comments/interpretation/explanation in pdf format in so called data report (hereinafter as “Data Report”); (Data Sets and Data Reports together hereinafter as “Outputs”).

Administrator/s of your Customer Account can give authorization to Active Users to work with purchased Application/s and Outputs and to Passive Users to see the selected Outputs.

 

DISCLAIMERS OF WARRANTIES AND LIMITATION OF LIABILITY WITH RESPECT OF PROVIDED OUTPUTS

WE PROVIDE THE OUTPUTS ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, NON-INFRINGEMENT, OR ANY OTHER WARRANTY – ALL TO THE FULLEST EXTENT PERMITTED BY LAW. WE SPECIFICALLY DO NOT REPRESENT OR WARRANT THAT THE 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 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. MOREOVER, WE DO NOT ENDORSE ANY ENTITY, PRODUCT OR SERVICE (INCLUDING ANY THIRD-PARTY SERVICES) MENTIONED ON OR MADE AVAILABLE VIA THE WEB SITES – SO PLEASE BE SURE TO VERIFY THOSE BEFORE USING OR OTHERWISE ENGAGING THEM.

WE 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. 

TO THE FULLEST EXTENT PERMITTED BY LAW IN EACH APPLICABLE JURISDICTION, SOLARGIS, ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AFFILIATES AND/OR AGENTS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING ANY DAMAGES RESULTING FROM (1) ERRORS, MISTAKES, OR INACCURACIES OF OR IN ANY CONTENT; (2) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY PERSONAL INFORMATION AND/OR OTHER INFORMATION STORED THEREIN; (3) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITES; (5) EVENTS BEYOND THE REASONABLE CONTROL OF SOLARGIS, INCLUDING ANY INTERNET FAILURES, EQUIPMENT FAILURES, ELECTRICAL POWER FAILURES, STRIKES, LABOR DISPUTES, RIOTS, INSURRECTIONS, CIVIL DISTURBANCES, SHORTAGES OF LABOR OR MATERIALS, FIRES, FLOODS, STORMS, EARTHQUAKES, EXPLOSIONS, ACTS OF GOD, WAR, TERRORISM, INTERGALACTIC STRUGGLES, GOVERNMENTAL ACTIONS, ORDERS OF COURTS, AGENCIES OR TRIBUNALS OR NON-PERFORMANCE OF THIRD PARTIES.

2. We both are in the legal relationship

General

By ordering of any of the Paid Services by you as a Customer, you are entering into a legal agreement with us, consisting of these GCT notwithstanding any prior acceptance of GCT version valid at the time of earlier acceptance. GCT´ wording, valid at the moment of purchase, shall always be linked to the particular purchase of the Paid Services.


Each Customer must take into account that any activity of any person under the Customer Account is considered by Solargis to be the activity of the Customer. Therefore, the Customer, which pays for the services, must ensure that none of the appointed persons is in breach of Customer´s obligations and its interest.

The use of the Paid Services is subject to the prior payment of particular price determined for each type of the Paid Services upon Solargis´ sole discretion (see Pricing on the Apps Page, where the actual prices at the moment of the purchase are displayed). Solargis reserves the right to change its prices at any time without any prior notice.

All prices shall be deemed to be in EURO, except as specifically stated otherwise by Solargis. To the extent permitted by law (and unless specified otherwise by Solargis), all prices are exclusive of all taxes (including value added tax, sales tax, goods and services tax, 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 to collect or pay Taxes for the prices payable by you, and whether or not such Taxes were added and collected from you for previous transactions, such Taxes may be added to the payment of any outstanding fees and will be reflected in the invoice for such transaction.

Acceptation of these GCT

If you as the Customer decide to buy certain Paid Services, you will be invited to accept actual GCT within the process of purchase.

When you as the Customer are ordering through the Customer Account any Paid Service (“Order”) you become bound by GCT, from the moment you select the interactive box “I accept”. This way you also accept that all our commercial communication is in English and the use of Slovak language is not required neither for these GCT nor for the contract itself.

If you do not fully understand and agree to GCT please immediately stop the Order of the respective Paid Services and contact us.

Before the final submission of the binding Order for Paid Services, the Customer is provided by the summary of its Order (“Order Summary”) and still has the chance to change it, cancel it and/or make necessary adjustment to the data in its Customer Account.

The Order is confirmed by Solargis by returned e-mail, mentioning the control (Order) number and Order code. Confirmation of an Order by Solargis means that the contract is valid and effective and binding for both parties („Binding Contract“).

Delivery/activation of the Paid Services is however subject to prior payment of the price.

Payments

Within the ordering process the Customer decides whether the payment is made i) on line using the banking cards or other e-payment instrument or ii) through the bank transfer. In the latter the Customer is provided first with „pro forma invoice“ by e-mail specifying the terms of payment.

Under the on-line payment scheme pursuant to the point i) in the above paragraph, the payment is considered as accomplished when the system shows that it was already processed.

In case of bank transfer under the point ii), the payment is considered as accomplished when the respective amount arrives to a designated bank account of Solargis.

Invoicing

After the payments are 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.

The physical 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.

Termination of the Binding Contract for non- payment

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

Solargis also reserves the right to suspend or terminate the Customer Account and/or right to access and use of Paid Services if the Customer has violated GCT.

3. Terms and Conditions of Outputs’ use and limitations thereof

General

Our Apps Page provides the Paid Services within your Online Activity, so you neither need to copy, download, buy nor install our software and/or other IP protected instrument in your equipment in order to work online with the Applications and get the requested Outputs.

For those Outputs that does fall into the scope of IP rights, their use is subject to limitation as outlined herein below. In case any of Outputs are copyright based or otherwise IP protected you might be additionally asked to consent to the respective licensing terms and conditions.

All Outputs to be acquired by the Customer are the results of Customer´s Online Activity over the Solargis unique databases (“Databases”) supported by the specific software instruments developed by Solargis (“Solargis Software”) through functionality of which the Customer gets the opportunity to make the choice of Outputs of different geographical location, nature, structure and format.

Solargis Database are fully owned by Solargis and consist of data of different nature (solar parameters, air temperature, wind characteristics, air pressure etc.), which have been already structured, aggregated, indexed and/or processed in a way that it is possible to make respective data choice. Raw data in database originate either from third party public or private sources and it has been acquired by Solargis either for free or against applicable consideration. Raw data has been re-processed using unique algorithms and re-calculation formulas of Solargis (Solargis Software) in order to create unique Solargis Database.

Customer´ general rights, obligations and limitations of use

In general, the Customers are allowed to use the Outputs for their own purposes in accordance with their business, scientific, teaching, planning and other similar focused activity assisting their clients and/or targeted end users in accordance with these General terms and conditions and Particular conditions, if applicable. Customers are not allowed to merchandise the Outputs for whatever purposes or in any manner without prior written permission of Solargis.

The Customer hereby recognizes and agrees that:

(a) Databases are an original compilation of data protected by respective copyright law and other IP 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) the processed and adjusted data included in the Database create trade secrets of Solargis;

(d) Solargis has dedicated substantial resources to collecting, managing, and compiling the Database; 

(e) Depending on the scope and character the Outputs might represent Solargis´ exclusive Intellectual Property

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

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

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

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

(j) The Data Sets shall be used only by the Customer (through its Administrators and Active 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 Sets without the prior written consent of Solargis;

(k) Customer may use only the Outputs for which it has paid the required price. The right to use the Outputs is granted for an unlimited period of time provided that all applicable conditions of use and/or copyright notices, where applicable, are maintained with the Outputs or part thereof;

(l) Solargis shall in no way whatsoever be liable for results related to the use of the Outputs by Customer;

(m) Customer will not be mining the Database, misusing the Data Sets, copying them or otherwise using data included in the Database, Database itself or Application contrary to this GCT.

Permitted type and scope of use

The Customer may exploit the Paid Services only for one of below listed purposes, depending on the option he has selected during the ordering process:

a) Project Use means exploiting the Applications and Outputs by Customer aiming at providing the services for its clients and customers being the end users of such Customers (“End Users”). End Users cannot get the original Data Sets, the Customer is only allowed to deliver the results of analysis supported by already processed data by the Customer accompanied by the relevant reports, charts, schedules etc or Data Reports provided the content is unchanged and the source “Solar resource data © [Year] Solargis” is referenced.

b) Academic Use means exploiting the Applications and Outputs only by academic environment (university, research institution) for teaching, running seminars or symposiums, writing and publishing, all this on non-commercial basis except getting possible copyright royalties in case of publishing. Publishing of the Data Reports or making Data Reports available to the public, without designation of its origin is strictly prohibited. Likewise, it is strictly prohibited to publish or make available to any third party the Data Sets, which must be kept confidential. Pricing of Academic Use, comparing to Project Use is always subject of discount.

Depending on the chosen Application within the Project Use, the Customer shall be allowed through its Active Users to download and work with Data Sets either as being only the Customer´s contractual employees, statutory bodies and nominated representatives (i.e. by “Internal Staff”) or also as collaborating persons (especially consultants, investors, architects, engineers, constructors) on provable contractual basis and working on the same project (“Project Staff”). Academic use is restricted to Internal staff only.

Within the process of ordering the Paid Services the Customer shall be acquainted with all the relevant information concerning the accepted Active Users representing the Internal or Project Staff. Number of allowed Active Users within the ordered Paid Services shall be subject of specific pricing policy using the commercial tools like single and multiple use at the sole discretion of Solargis.

Any person can be nominated as a Passive Users whereas they are allowed just read and share the Data Reports. They are not allowed to get access to Data Sets. Their number of Passive Users within each of the ordered Paid services is unlimited.

Any other use and any other user than those stated above is strictly prohibited.

The Customer shall be liable for nomination of its Active Users compliant with these GCT and the Apps Page navigation within the process of ordering the Paid Services whereas Solargis recommends providing such authorisations only to the extent necessary and avoid possible misuse of Data Sets by any third party pursuing its own separate goals.

In each case when the Customer provides Outputs to a third party, it remains solely liable towards Solargis for the unproper, unauthorised use by such third party. We therefore highly recommend to the Customer, giving the Outputs to any third parties, to make them, by reverse, contractually liable towards the Customer in case of their misconduct.

Customer is not allowed, under any circumstances, to invite as Active and/or Passive Users the participants of a tender or any third party who gathers the same data for its own purposes, projects, for independent data processing and any other specific business use (“Other Use”). Provision of Outputs for Other Use by the Customers is not allowed without the consent of Solargis.

In case you are interested in using Solargis data for Other Use, please contact us directly by e-mail contact@solargis.com.

Particular Conditions

Particular Conditions comprise the summary of the fundamental terms and conditions and/or any further rules, limitations or exceptions in limitations to use Outputs in extent of Terms of Use and GCT shown within the process of Order before selection of the interactive box I accept and also at each occasion of download of the Data Sets following the Customer´s Online Activity during the Subscription Period (“Particular Conditions”). The Customer will see the Particular Conditions also in Order Summary and in the Outputs provided (e.g. in the Data Report).

Particular conditions, in extent which differs from the terms and limitations as stated in Terms of Use and GCT (together as the “Terms”) are always prevailing the Terms and would apply on the respective Outputs with respect to the terms and scope of your entitlement to dispose with and/or utilize each of provided Outputs.

Derivative works

Should any of the Outputs be subject of Solargis copyright and the license acceptation is requested from the Customer by Solargis, such Output normally cannot be used for any derivative works, such a database or part of database. However Solargis may grant to the Customer upon request a non-exclusive right to utilize such Output, to create any of its derivative works („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.

Breach of terms and conditions of Outputs´ use and IP Rights

Customer shall indemnify, defend and hold harmless Solargis, its officers, employees and agents from and against any and all claims, actions, damages or injuries of any kind and nature arising out of any cause or event which is attributable to its use of the Outputs (especially Data Sets) in breach of these GCT.

Customer acknowledges and agree that Customer´s failure (including any of its Administrator and/or Users) to abide by any of the terms and conditions of Outputs use set forth in the Terms may result in the immediate termination of the Customer Account and/or any of Paid Services provided to the Customer – with or without further notice, and without any refund of amounts paid on Solargis´ account for any such Paid Services, as well as to the claim for recovery of incurred damages and immaterial harm.

The Terms do not convey any right or interest in or to Intellectual Property of Solargis (or any part thereof), except only for the limited license expressly granted by Solargis. Nothing in these Terms constitute an assignment or waiver of Solargis´ IP rights under any law.

4. Indemnity

You as a Customer agree to defend, indemnify and hold harmless Solargis, its officers, directors, shareholders, employees, affiliates and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs, debt and expenses (including attorneys’ fees) arising from your violation of any term of these GCT or applicable law by the Customer.

 5. Governing Law & Jurisdiction

The rights and remedies resulting from the Terms 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 the Terms, 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 harmonised 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 ICC arbitration with 1 arbitrator with the place of arbitration in Vienna, Austria.

6. Notices and Support

We may provide you with notices in any of the following methods: (1) via the Solargis Websites, including by a banner or pop-up, Customer Account or elsewhere; (2) by e-mail, sent to the e-mail address Customer provided us; and/or (3) through any other means, including any phone number or physical address Customer provided us. Solargis´ notice to the Customer will be deemed received and effective within twenty-four (24) hours after it was published or sent through any of the foregoing methods, unless otherwise indicated in the notice.

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Email: company@solargis.com

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

Send an email message to our Customer support team: contact@solargis.com

Contact us by phone: (SK Number) +421 2 4319 1708 during business hours (Monday – Friday, between 8AM and 6PM CET)

 

These Terms of Use were last revised: 14 February 2019

Version: V1.0

Customer hereby acknowledges that if any updated version of the GCT is adopted by Solargis, the Customer will be notified of such new version and such new version will automatically apply on him unless the Customer notifies in writing to Solargis within 15 days as of its receipt the refusal of the new version.

[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.