Part III. General Contractual Terms (“GCT”)

Section C. General Provisions

These General Provisions contain the standard contractual clauses and general conditions applicable on the contractual relationship between Solargis and the Customer (“Agreement”) established by signing the Solargis Business Offer (“Offer”). The General Provisions (section C), together with Key Introductory Provisions (section A) and Special Provisions (section B), form an integral part of the GCT related to the Offer, and are binding for both contracting Parties.

Unless expressly defined herein, the expressions in capital letters shall have the meanings attributed to them in the Offer. The General Provisions are available online and also for download at the link: solargis.com/legal/offer-general-provisions/offer-general-provisions-sk .

 

1.      Fees and Taxes. In consideration for the provision of the Data and Services specified in the Agreement, Customer shall pay to Solargis all fees and other amounts, in such manner, as set forth in Part II Commercial. 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

a.      Confidential Information. As used herein “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”) in connection with the Agreement, whether orally or in writing, designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Confidential Information includes, without limitation, the Agreement (including any pricing contained therein), and any commercial, financial, marketing, business, technical or other data, know-how or other information disclosed by or on behalf of Disclosing Party. Confidential Information does not include any information that (i) is already known to the Receiving Party or received by the Receiving Party from a third party, free of any obligation to keep it confidential, (ii) becomes publicly known through no wrongful act of the Receiving Party, (iii) is independently developed by the Receiving Party without the use of the Disclosing Party’s Confidential Information, or (iv) is approved for release by written authorization of the Disclosing Party.

b.      Confidentiality. The Receiving Party will not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of the Agreement without the Disclosing Party’s prior written permission.

c.      Protection. The Receiving Party agrees to keep confidential all Confidential Information disclosed to it by the Disclosing Party, and to protect the confidentiality thereof in the same manner as it protects the confidentiality of its own, but in any event with no less than reasonable care.

d.      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.

e.      Return. Receiving Party will return all originals, copies and summaries of the Confidential Information upon termination or expiration of the Agreement upon Disclosing Party’s request, or in the alternative, destroy the same and certify in writing to Disclosing Party that all such Confidential Information has been destroyed. 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 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).

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

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

3.      Termination for cause.

a.    Either party may terminate the Agreement for cause immediately upon written notice to the other party:

                                                     i.     If the other party breaches its obligations under the Agreement and such breach is either: (i) not cured within 30-days of the non-breaching party's written notice of the breach; or (ii) not capable of being cured; or

                                                    ii.     If the other party materially breaches – Section B. Specific Provisions, Section C. General Provisions - article 2 (Confidentiality), article 6 (Intellectual Property), article 8 (Trademark and Copyright Notices) or article 14 (Assignment) of this Agreement; or

                                                   iii.     in the event that the other party (i) is declared insolvent or bankrupt, (ii) is the subject of any proceeding related to its liquidation or dissolution (whether voluntary or involuntary but other than pursuant to a corporate restructuring) which is not dismissed within sixty (60) calendar days or (iii) makes an assignment for the benefit of creditors.

b.    In the event of a termination:

                                                     i.     by Solargis due to Customer´s breach, Solargis shall have the right to terminate the access to Services. In such case, the Customer's account shall be terminated and Customer shall be notified thereof. In the event of a 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.

                                                    ii.     by Customer because of Solargis’ breach of these GCT, which is not cured as provided herein, Customer shall be entitled to a refund of a proportionate part of the service fee set forth in the Offer - Part II Commercial (where applicable). 

4.      Orders for Multiple Services. If the Offer includes more than one Service, then a party may terminate that portion of the Offer that applies to the Services giving rise to the termination right under this article in lieu of terminating the entire Offer.

5.      Effects of Termination. Except as set out in article 22 (Surviving Provisions), termination of this Agreement, for any reason, shall result in the termination of the parties' rights and obligations under this Agreement. However, termination shall not: (a) affect any rights of action that accrued prior to termination, or (b) relieve either party of obligations or liabilities incurred prior to termination, including, without limitation, any accrued payment obligations under this Agreement..

6.      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.

7.      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.

8.      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 Part I Technical part of the Offer.

9.      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.

10.   General Disclaimer.

EXCEPT AS EXPRESSLY PROVIDED HEREIN OR IN ANY DATA DOCUMENTATION OR IN ANY SUPPLEMENT HERETO, AND 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. EXCEPT AS EXPRESSLY PROVIDED HEREIN OR IN ANY DATA DOCUMENTATION OR IN ANY SUPPLEMENT HERETO, 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).

11.   Indemnification.

a.      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, rule or regulation.

b.      Subject to the terms and conditions of the Agreement, Solargis shall indemnify, defend and hold harmless the Customer, its officers, employees and agents from and against any claims, damages, obligations, losses, liabilities, costs, debt and expenses arising out of the event that Solargis has infringed any patent, copyright, trademark or other intellectual property right of any third party ("Intellectual Property Infringement") in relation to the Data and/or Services  supplied under this Agreement, provided that Customer shall:

                                                     i.     give notice to Solargis of any Intellectual Property Infringement forthwith upon becoming aware of the same;

                                                    ii.     give Solargis the right of the sole conduct of the defense to any claim or action in respect of any Intellectual Property Infringement and not admit liability or otherwise settle or compromise or attempt to settle or compromise the said claim or action without prior agreement with Solargis; and

                                                   iii.     give to Solargis such assistance as it shall reasonably require in respect of the conduct of the said defense.

12.   Exclusion and Limitation of Liability.

a.      Exclusion. TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, 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 (IN EACH CASE WHETHER DIRECT OR INDIRECT).

b.      Limitation by Solargis. To the maximum extent permissible under applicable law, and except for claims or actions arising from Solargis´ intentional or willful misconduct or fraud, in no event shall Solargis´ total liability (including any liability under any indemnity provided by Solargis) to the Customer for any and all damages, losses and causes of action that can be foreseen, whether in contract, negligence or otherwise, exceed the amount paid by the Customer to Solargis for Data and/or Services under this Agreement.

c.      Limitation by the Customer. To the maximum extent permissible under applicable law and except for claims or actions arising from the Customer´s intentional or willful misconduct or fraud, in no event shall Customer´s total liability to Solargis for any and all damages, losses and causes of action that can be foreseen, whether in contract, negligence or otherwise, exceed the amount paid by the Customer to Solargis for Data and/or Services under this Agreement.

13.   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 solargis.com/legal/privacy-policy.

14.   Assignment. Customer may assign or transfer the Agreement or any rights under the Agreement, subject to Solargis’ prior written consent which shall not be unreasonably withheld. Without prejudice to the foregoing, Customer may, without such consent, but subject to prior written notification to Solargis, transfer this Agreement only in connection with the merger or similar legal reorganization or transfer of business of the Customer relating to the Services to which this Agreement relates. The Agreement is binding upon and inures to the benefit of the parties hereto and their respective successors and permitted assigns.

15.   Force Majeure. Neither party will be responsible or liable for its failure to timely or duly perform under the Agreement when its failure is exclusively caused by or results from acts beyond the impacted party’s reasonable control which includes the following force majeure events: (a) flood, fire, earthquake or explosion; (b) war, invasion, hostilities, terrorist threats or acts, riot or other civil unrest; (c) government order or law; (d) actions, embargoes or blockades in effect on or after the date of this Agreement; (e) action by any governmental authority; (f) national or regional emergency; (g) strikes or labor stoppages; (h) epidemic, pandemic or similar infection that may cause global outbreak or serious illness; (i) emergency state; (j) shortage of power or transportation facilities; and (k) other similar events beyond the reasonable control of the impacted party. The time for performance will be extended for a period equal to the duration of the conditions that prevent performance provided that the impacted party informed the other party of the occurrence of force majeure events without undue delay after discovering it. If the effect of any of the said event shall continue for a period exceeding sixty (60) days, then either party may at any time thereafter upon giving notice to the other party elect to terminate this Agreement.

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 or contemporaneous 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. This Agreement does not constitute acceptance of any conflicting terms and conditions 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 this Agreement.

18.   Modifications and Waiver. No modification of, or amendment or addition to the Agreement is valid or binding unless set forth in writing signed by an authorized representative of each party. The failure by either party to enforce at any time the provisions of this Agreement or any rights in respect thereto shall in no way be considered to be a waiver of such provisions, rights, or elections or in any way affect the validity of this Agreement.

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 Information. 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 with Anti-corruption, Anti-Terrorism, Embargo, Sanctions and Anti-Money Laundering Laws. The parties agree, 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 parties represent and warrant that they are 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 and trade secrets shall survive the termination of this Agreement.

23.    Governing Law and Dispute Resolution. 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 Vienna by one arbitrator appointed in accordance with ICC´s procedural rules. The language of the proceeding will be English.

24.    Execution. The Agreement is deemed to be executed upon duly signing of the Offer by authorized representatives of the parties.

 

These General Provisions are valid from 1 January 2025.

Version: Rev5

 

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

Contact: legal@solargis.com