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The Energy Hub Alliance Platform (hereinafter referred to as “EHA Platform”), provided by the Energy Hub Alliance GmbH (hereinafter “EHA”) is a pre-built, ready-to-use software solution (generally referred to as “Software”), owned by the EHA, which provides customers with API and micro-service solutions that allow customers to communicate with digital energy devices and services (hereinafter the “Content”).
Customers can integrate the EHA Platform into their own services/ application and business, for the benefit of its end-users (hereinafter the “Users”).
1. Applicability
1.1. Use of the Services is subject to these Terms and conditions (hereinafter “the Terms”), representing a legal agreement between customers and EHA. Other terms and conditions of the Customer or commercial practices do not apply, unless expressly agreed in writing by both parties.
1.2. These Terms shall apply to every phase of the preparation, conclusion, or execution of the agreement between EHA and the Customer and to subsequent agreements regarding the Services.
1.3. Unless otherwise agreed in writing, the Terms include:
1.3.1. The terms and conditions in this document;
1.3.2. Service description in the offer document
1.4. Any changes to the Terms can only be made in writing, with the agreement of both Parties.
2. Copyright
2.1. Ownership of all intellectual property rights remains the property of the Energy Hub Alliance or its licensors.
3. Customer obligations & responsibilities
3.1. During the registration process in the partner portal of the EHA Platform, the customer has to insert correct data, including a valid company address and email address.
3.2. The Customer has to keep the partner portal password protected from third-party access to prevent misuse of the user’s account.
3.3. The Customer must use the Software only for the intended purpose, in accordance with the Terms, as a reasonable professional, with at least the same degree of care or prudency as accustomed to using in his own affairs.
3.4. The Customer shall provide the cooperation necessary for the execution of the contract at his own expense. The Customer’s obligations to cooperate/provide are genuine and essential contractual obligations of the customer.
3.5. Customer is not permitted to sell, lease, dispose of or grant restricted rights to the Content provided by the EHA and/or Software (including APIs, micro-services, containers) or make it available to any third party in any other way, unless and to the extent expressly agreed otherwise.
3.6. The Customer is solely responsible for (and the EHA has no responsibility to him or any third party for) any breach of your obligations under the Terms and for the consequences of any such breach (including any loss or damage that the EHA may suffer).
3.7. The Customer will use all reasonable efforts to prevent unauthorized use of the Service and to terminate any such unauthorized use.
3.8. In addition to the other terms and conditions in these Terms, except as expressly set forth herein, the Customer agrees not to authorize their Users to do the following:
3.8.1. Implement features or business practices, or use, distribute, or transfer the Software or Content in a way that may harm the professional reputation of EHA;
3.8.2. Disclose or provide the Software, access credentials, or Content to any person or entity other than to Customer’s employees or independent contractors, provided such employees or independent contractors enter into a written agreement with at least as protective of the Software, access credentials, and Content as these Terms;
3.8.3. Copy, adapt, reformat, reverse-engineer, disassemble, decompile, decipher, translate, or otherwise modify any API, access credential, Content, software, through automated or any other means;
3.8.4. Use the Software in a manner that causes nuisance or hindrance for third parties and/or other clients of the EHA Platform. This includes (among other things) use of personal scripts or programs or excessively often accessing the API.
3.9. If EHA is of the opinion that the Customer does not provide a cooperation or provide service incumbent upon him in accordance with these Terms, EHA will inform Customer of this immediately and set a reasonable grace period for the Customer to comply. If necessary, EHA will inform the customer of any adverse consequences of non-compliance within the scope of the grace period. As long as the Customer doesn’t fulfill this obligation and cooperate as requested, EHA is not responsible for any resulting disruptions in performance of its own contractual obligations or the performance of the Services.
3.10. The customer acknowledges that the EHA Platform APIs or features may change or become deprecated. It is the customer’s responsibility to ensure that the integration and requests to the EHA Platform are compatible with the current APIs or features.
4. Software provision
4.1. EHA shall use reasonable endeavors to provide the Service with due care and to the best of its ability.
4.2. To be able to access and use the Software, EHA will generate and provide access credentials for private use only which may not be shared with third parties. EHA will assume that actions undertaken via the Software of the Customer are authorized and supervised by it and the Customer shall be fully liable for any actions taken using the access credential EHA has provided.
4.3. Customer is responsible for the implementation of the Software, except stated otherwise in the offer document. EHA may provide assistance with the onboarding of EHA software solutions, if expressly agreed so. The onboarding fee is not included in the Price for the Services.
4.4. EHA may introduce changes to the content or scope of the Service. In addition, EHA may introduce changes, alterations, limitations and additions to the database at any time, which may affect the Content to which Customer has access. EHA will not be liable for any damage resulting from these changes.
4.5. Any major changes or limitations will be notified timely in advance or as promptly as possible, depending on the situation. EHA will not be liable for any damage resulting from necessary changes which were not priorly foreseeable to EHA or/and generated by external circumstances.
4.6. Customer acknowledges that EHA does not warrant that the Software will operate uninterrupted and error-free, that the Software will identify or filter out all known spam, viruses or other programming routines that might cause Customer damage, or that the API or software modules will operate with all combinations of hardware and software selected and used by Customer and that EHA will not liable for any damage resulting therefrom. However, EHA thrives to offer optimal and continuous operation of its software solutions and to solve any issues that may occur, to provide its customers with a positive experience at market standards.
5. Data protection, data processing and data security
5.1. The EHA processes personal data in compliance with all applicable data protection laws, in particular with regard to the requirements of the General Data Protection Regulation (GDPR) and the Federal Data Protection Act (BDSG). EHA processes the data exclusively in compliance with the principles for proper data processing pursuant to Art. 32 in conjunction with Art. 5 para. 1 GDPR.
5.2. With regard to the contractual and provision of services for the customer with regard to the processing of personal data on behalf of and on the instructions of the customer, corresponding processes are defined and the subject matter of processing for order processing is determined in accordance with the provisions of the GDPR in accordance with the data processing agreement in accordance with Art. 28 GDPR.
6. Liability
6.1. EHA shall be liable without limitation in accordance with the Product Liability Act, in the event of culpable injury to life, limb or health, as well as in the event of intent, fraudulent concealment of a defect or a guarantee assumed by EHA, as well as in the event of gross negligence on the part of EHA’s legal representatives and executives.
6.2. EHA is also liable in the event of a breach of an essential contractual obligation caused by an act of gross negligence or reckless misconduct. Essential contractual obligations are those whose fulfilment is essential for the proper execution of the contract and on the observance of which the customer regularly relies on. In these cases, and subject to para. 10.1, however, EHA’s liability is limited to compensation for the foreseeable direct damage typical for the contract.
6.3. Strict liability for damages for defects that were already present at the time of conclusion of the contract is excluded; To the maximum extent permitted by applicable law, EHA shall not be liable for any direct, indirect, incidental, consequential, or special damages arising out of or in any way connected with the use or inability to use the Software or Content, including but not limited to damages for loss of profits, loss of data, or interruption of business. The total liability of EHA, regardless of the form of action, shall be limited to the amount paid by the Customer, if any, for the use of the Software or Content of the period of time of the inability to use the Software.
6.4. EHA is never liable for any damage resulting out of (poor) quality of the Content or non-availability of the Software and/or the Content.
6.5. In all other respects, liability for damages and reimbursement of expenses – regardless of the legal basis – is excluded. The procedural distribution of the burden of proof remains unaffected by the provisions of this clause.
6.6. Any right to compensation is always conditional upon the loss being notified in writing to EHA by Customer as soon as possible after it arises. Any claim for compensation will be time-barred twelve (12) months after the claim arises.
7. Term and Termination
7.1. In addition, the contract may be terminated by either contracting party without notice for good cause. Good cause shall be deemed to exist for the customer in particular if the same contractually agreed response or recovery time or the same other contractually agreed service level is not met three times in three consecutive months.
An important reason that entitles EHA to terminate the contract exists in particular if:
7.1.1. the customer infringes EHA’s rights of use by using the Software beyond the extent permitted under this contract and does not remedy the infringement in response to a warning from EHA within a reasonable period of time;
7.1.2. the customer, notwithstanding a warning from EHA, continues to use the Software in violation of the contract, which not only slightly infringes the rights of EHA. In particular, if he leaves the use to a third party without authorization;
7.1.3. the customer is more than five weeks in arrears with the payment of a full monthly license instalment;
7.1.4. the customer fails to comply with his obligations under this contract in any other way despite a warning and violates the rights of EHA not only slightly.
7.2. Notice of termination must be given in writing.
8. Severability clause
Insofar as individual provisions of this contract are or become invalid, this shall not affect the validity of the remaining provisions. In this case, the contracting parties are obliged to conduct negotiations in good faith with the aim of replacing the invalid provision with a valid provision that comes as close as possible to the economic result of the invalid provision. This also applies in the event of loopholes.
9. Applicable law
The contractual relationship between EHA and the customer, including the question of the effective conclusion of the contract, shall be governed exclusively by German law to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
