End-User License Agreement – ChargeSync Limited ‘Optimi’ Product Software
Our End-User License Agreement was last updated on 25th April 2024.
By using the ChargeSync product software (“Product Software”) you agree to the terms of this End-User License Agreement (“EULA”) between you and ChargeSync Limited (“ChargeSync” or “we”). IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, YOU MAY NOT USE THE PRODUCT SOFTWARE AND YOU MAY CHOOSE TO PROMPTLY DELETE THE PRODUCT SOFTWARE FROM YOUR DEVICE(S) AND APPLY FOR A REFUND OF THE SUBSCRIPTION PRICE BY CONTACTING CHARGESYNC AT THE ADDRESS BELOW. Your use of (a) the website located at www.ChargeSync.com and ChargeSync.com sub-domains (each, a “Site”), (b) services through the Site (and any updates thereto) (“Site Services”), and (c) certain software that may be downloaded to your mobile device (and any updates thereto) (“Mobile Software”) is governed by the Terms of Service, which are contained in a separate document to this EULA here. Your purchase of the Product Software is governed by the ChargeSync limited warranty, the terms of which are provided with the Product Software and located at www.ChargeSync.com.
This EULA governs access and use of the Product Software and related services. This EULA gives you specific legal rights, and you may also have other legal rights in addition, which vary from jurisdiction to jurisdiction. The disclaimers, exclusions, and limitations of liability under this EULA will not apply to the extent prohibited by applicable law. Some jurisdictions do not allow the exclusion of implied warranties or the exclusion or limitation of incidental or consequential damages or other rights, so those provisions of this EULA may not apply to you.
THIS IS A LEGAL AGREEMENT. BY ACCESSING AND USING THE PRODUCT SOFTWARE, YOU ARE ACCEPTING AND AGREEING TO THIS EULA ON BEHALF OF YOURSELF OR THE ENTITY YOU REPRESENT IN CONNECTION WITH THE ACCESS. YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ACCEPT AND AGREE TO THIS EULA ON BEHALF OF YOURSELF OR THE ENTITY YOU REPRESENT. YOU REPRESENT THAT YOU ARE OF SUFFICIENT LEGAL AGE IN YOUR JURISDICTION OR RESIDENCE TO USE OR ACCESS THE PRODUCT SOFTWARE AND TO ENTER INTO THIS EULA. IF YOU DO NOT AGREE WITH ANY OF THE PROVISIONS OF THESE TERMS, YOU SHOULD CEASE ACCESSING OR USING THE PRODUCT SOFTWARE.
AS DESCRIBED BELOW, YOU ARE CONSENTING TO AUTOMATIC SOFTWARE UPDATING OF THE PRODUCT SOFTWARE. IF YOU DO NOT AGREE, YOU SHOULD NOT USE THE PRODUCT SOFTWARE.
AS DESCRIBED BELOW, SECTION 9 DESCRIBES IMPORTANT LIMITATIONS OF THE PRODUCT SOFTWARE AND RELATED SERVICES, ESPECIALLY IN CONNECTION WITH LIFE SAFETY AND CRITICAL USES. PLEASE READ THESE DISCLOSURES CAREFULLY, AS YOU ARE ACKNOWLEDGING THEM AND ACCEPTING THEM.
1. License.
Subject to the terms of this EULA, ChargeSync grants to you a limited and non-exclusive license (without the right to sub-license) to execute one (1) copy of the Product Software, in executable object code form only, solely on the Product that you own or control and solely for use in conjunction with the Product for your personal, non-commercial purposes.
2. Restrictions.
You agree not to, and you will not permit others to, (a) license, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the Product Software or make the Product Software available to any third party, (b) copy or use the Product Software for any purpose other than as permitted in Section 1, (c) use any portion of the Product Software on any device or computer other than the Product that you own or control, (d) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Product Software, or (e) modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Product Software (except to the extent applicable laws specifically prohibit such restriction for interoperability purposes, in which case you agree to first contact ChargeSync and provide ChargeSync an opportunity to create such changes as are needed for interoperability purposes). You may not release the results of any performance or functional evaluation of any of the Product Software to any third party without prior written approval of ChargeSync for each such release.
3. Automatic Software Updates.
ChargeSync may from time to time develop patches, bug fixes, updates, upgrades, and other modifications to improve the performance of the Product Software and related services (“Updates”). These may be automatically installed without providing any additional notice or receiving any additional consent. You consent to this automatic update. If you do not want such Updates, your remedy is to stop using the Product. If you do not cease using the Product, you will receive Updates automatically. You acknowledge that you may be required to install Updates to use the Product and the Product Software, and you agree to promptly install any Updates ChargeSync provides. Your continued use of the Product is your agreement to this EULA.
4. Ownership.
The Product Software and all worldwide copyrights, trade secrets, and other intellectual property rights therein are the exclusive property of ChargeSync and its licensors. ChargeSync and its licensors reserve all rights in and to the Product Software not expressly granted to you in this EULA. The Product Software (and all copies thereof) is licensed to you, not sold, under this EULA. There are no implied licenses in this EULA. All suggestions or feedback provided by you to ChargeSync with respect to the Product Software shall be ChargeSync’s property. ChargeSync may use, copy, modify, publish, or redistribute the submission and its contents for any purpose and in any way without any compensation to you. You also agree that ChargeSync does not waive any rights to use similar or related ideas previously known to ChargeSync, developed by its employees, or obtained from other sources.
5. Open Source.
Certain items of software included with the Product Software are or may be subject to “open source” or “free software” licenses (“Open-Source Software”). Some of the Open-Source Software is or may be owned by third parties. The Open-Source Software is not subject to the terms and conditions of this EULA. Instead, each item of Open-Source Software is licensed under the terms of the end user license that accompanies such Open-Source Software. Nothing in this EULA limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable end user license for the Open-Source Software. If required by any license for particular Open-Source Software, ChargeSync makes such Open-Source Software, and ChargeSync modifications to that Open-Source Software, available by written request to ChargeSync at the email or mailing address listed below.
6. Term and Termination.
This EULA and the license granted here under are effective on the date you first use the Product Software and shall continue for as long as you have the Product Software installed on your device unless this EULA is terminated under this section. ChargeSync may terminate this EULA at any time if you fail to comply with any term(s) hereof. You may terminate this EULA effective immediately upon written notice to ChargeSync. Upon termination of this EULA, the license granted hereunder will terminate and you must stop all use of the Product Software, but the terms of Sections 2 through 18 (inclusive) will remain in effect, after any such termination.
7. Warranty Disclaimer.
TO BE READ IN CONJUNCTION WITH THE LIMITED WARRANTY STATEMENT HERE.
NOTWITHSTANDING ANYTHING TO THE CONTRARY AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CHARGESYNC PROVIDES THE PRODUCT SOFTWARE “AS-IS” AND DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. CHARGESYNC DOES NOT GUARANTEE ANY SPECIFIC RESULTS FROM THE USE OF THE PRODUCT SOFTWARE. CHARGESYNC MAKES NO WARRANTY THAT THE PRODUCT SOFTWARE WILL BE UNINTERRUPTED, FREE OF VIRUSES OR OTHER HARMFUL CODE, TIMELY, SECURE, OR ERROR-FREE.
YOU USE ALL PRODUCT SOFTWARE INFORMATION (AS DEFINED BELOW), THE PRODUCT SOFTWARE AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR (AND CHARGESYNC DISCLAIMS) ANY AND ALL LOSS, LIABILITY, OR DAMAGES, INCLUDING TO YOUR SOLAR, BATTERY, HEAT PUMP, OTHER CONTROLLABLE DEVICES, OTHER ELECTRICAL OR ELECTRONIC DEVICES, OR ELECTRICAL CIRCUITS CONNECTED TO THE PRODUCT SOFTWARE, COMPUTER, MOBILE DEVICE, AND ALL OTHER ITEMS AND PETS IN YOUR HOME, HOWSOEVER RESULTING FROM YOUR USE OF THE PRODUCT INFORMATION OR PRODUCT SOFTWARE.
8. Limitation of Liability
Nothing in this EULA and in particular within this “Limitation of Liability” clause shall attempt to exclude liability that cannot be excluded under applicable law.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN ADDITION TO THE ABOVE WARRANTY DISCLAIMERS, IN NO EVENT WILL (A) CHARGESYNC BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING ANY DAMAGES FOR LOST DATA OR LOST PROFITS, ARISING FROM OR RELATING TO THE PRODUCTS OR PRODUCT SOFTWARE, EVEN IF CHARGESYNC KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS, AND (B) CHARGESYNC’S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THE PRODUCT INFORMATION AND PRODUCT SOFTWARE, WHETHER IN CONTRACT OR TORT OR OTHERWISE, EXCEED THE FEES ACTUALLY PAID BY YOU TO CHARGESYNC OR CHARGESYNC’S AUTHORIZED RESELLER FOR THE PRODUCT AT ISSUE IN THE PRIOR 12 MONTHS (IF ANY). THIS LIMITATION IS CUMULATIVE AND WILL NOT BE INCREASED BY THE EXISTENCE OF MORE THAN ONE LICENSE OR CLAIM. CHARGESYNC DISCLAIMS ALL LIABILITY OF ANY KIND OF CHARGESYNC LICENSORS AND SUPPLIERS.
9. Limitations of Product Software
You acknowledge that the Product Software is not certified for emergency response. YOU UNDERSTAND THAT THE PRODUCTS AND PRODUCT SOFTWARE ARE NOT A THIRD-PARTY MONITORED EMERGENCY NOTIFICATION SYSTEM — CHARGESYNC DOES NOT MONITOR EMERGENCY NOTIFICATIONS AND WILL NOT DISPATCH EMERGENCY AUTHORITIES TO YOUR HOME IN THE EVENT OF AN EMERGENCY. In addition, the ChargeSync Customer Support contacts cannot be considered a lifesaving solution for people at risk in the home, and they are no substitute for emergency services. All life threatening and emergency events should be directed to the appropriate response services.
Unless explicitly promising a “guarantee,” ChargeSync does not guarantee or promise any specific level of energy savings or other monetary benefit from the use of the Product Software or any feature of it. Actual energy savings and monetary benefits vary with factors beyond ChargeSync’s control or knowledge. From time to time, ChargeSync may use the Product Software to provide you with information that is unique to you and your energy usage and suggests an opportunity to save money on energy bills if you adopt suggestions or features of the Product Software. We do this to highlight an opportunity based on our analysis and information about you and your household. You acknowledge that these promotions are not a guarantee of actual savings, and you agree not to seek monetary or other remedies from ChargeSync if your savings differ, or if your savings are negative.
The Product Software provides you information (“Product Information”) regarding the Products in your home and their connection with other products and services. All Product Information is provided “as is” and “as available”. We cannot guarantee that it is correct or up to date. In cases where it is critical, accessing Product Information through the Product Software is not a substitute for direct access of the information in the home.
10. Confidentiality.
“Confidential Information” shall mean the Product Software and all other information disclosed to you that ChargeSync characterizes as confidential at the time of its disclosure either in writing or orally, except for information which you can demonstrate: (a) is previously rightfully known to you without restriction on disclosure; (b) is or becomes, from no act or failure to act on your part, generally known in the relevant industry or public domain; (c) is disclosed to you by a third party as a matter of right and without restriction on disclosure; or (d) is independently developed by you without access to the Confidential Information. You shall use your best efforts to preserve and protect the confidentiality of the Confidential Information at all times, both during the term hereof and for a period of at least 3 years after termination of this EULA, provided, however, that any source code you receive shall be held in confidence in perpetuity. You shall not disclose, disseminate, or otherwise publish or communicate Confidential Information to any person, firm, corporation or other third party without the prior written consent of ChargeSync. You shall not use any Confidential Information other than in the course of the activities permitted hereunder. You shall notify ChargeSync in writing immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this EULA and will cooperate with ChargeSync in every reasonable way to regain possession of Confidential Information and prevent any further unauthorized use. If you are legally compelled to disclose any of the Confidential Information, then, prior to such disclosure, you will (i) immediately notify ChargeSync prior to such disclosure to allow ChargeSync an opportunity to contest the disclosure, (ii) assert the privileged and confidential nature of the Confidential Information, and (iii) cooperate fully with ChargeSync in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Confidential Information. In the event such protection is not obtained, you shall disclose the Confidential Information only to the extent necessary to comply with the applicable legal requirements.
11. Use of Data
11.1 The Customer hereby grants to ChargeSync a non-exclusive, worldwide license, free of any charge, to:
(a) copy, store, and transmit the Customer Data
(b) edit, translate, and create derivative works of the Customer Data; and
(c) compute and publish optimisation performance results to the mobile app and ChargeSync website.
(d) to collect and use anonymized data to enhance the optimisation processes embedded in the current and future hosted Optimi services.
11.2 The Customer hereby grants to ChargeSync a non-exclusive, worldwide license to use the Customer Data for the purposes of creating, amending, generating, training, testing, and verifying the algorithms and systems of ChargeSync.
11.3 The Customer hereby grants to ChargeSync a non-exclusive, worldwide license:
(a) to use the Customer Data to create aggregated datasets concerning energy usage patterns and controlled systems performance, providing that those aggregated datasets must not incorporate any information contained in or derived from the Customer Data that identifies the Customer or that identifies any other organisation, business or person (legal or natural); the Customer also grants to ChargeSync a right to sub-license these rights to its partners, subject to the express restrictions elsewhere in this Agreement]; and
(b) insofar as the use of those aggregated datasets requires the permission of the Customer to make unrestricted use of those aggregated datasets, including sub-licensing all or any of the rights therein to its partners.
11.4 The Customer warrants to ChargeSync that the Customer Data when used by ChargeSync in accordance with this Agreement will not infringe the Intellectual Property Rights or other legal rights of any person, and will not breach the provisions of any law, statute, or regulation under applicable law.
11.5 ChargeSync shall create a back-up copy of the Customer Data at least daily, shall ensure that each such copy is sufficient to enable ChargeSync to restore the Hosted Services to the state they were in at the time the back-up was taken, and shall retain and securely store each such copy for a minimum period of 30 days.
11.6 Within the period of 1 Business Day following receipt of a written request from the Customer, ChargeSync shall make reasonable efforts (but without undertaking any level of endeavour) in order to restore to the Platform the Customer Data stored in any back-up copy created and stored by the Provider in accordance with Clause 11.5. The Customer acknowledges that this process will overwrite the Customer Data stored on the Platform prior to the restoration.
12. Data Protection
12.1 ChargeSync shall comply with the Data Protection Laws with respect to the processing of the Customer Personal Data.
12.2 The Customer warrants to ChargeSync that it has the legal right to disclose all Personal Data that it does in fact disclose to ChargeSync under or in connection with this Agreement.
12.3 The Customer shall only supply to ChargeSync, and ChargeSync shall only process, in each case under or in relation to this Agreement:
(a) the Personal Data of data subjects falling within the categories specified in Section 1 of Schedule 1; and
(b) Personal Data of the types specified in Section 2 of Schedule 1.
12.4 ChargeSync shall only process the Customer Personal Data for the purposes specified in Section 3 of Schedule 1.
12.5 ChargeSync shall only process the Customer Personal Data during the Term and for not more than 30 days following the end of the Term, subject to the other provisions of this Clause 12. ChargeSync will retain an offline copy of the customer data for 12 months to facilitate restart of the service should the customer request this.
12.6 ChargeSync shall only process the Customer Personal Data on receipt of documented instructions of the Customer (including regarding transfers of the Customer Personal Data to a third country under the Data Protection Laws), as set out in this Agreement.
12.7 The Customer hereby authorises ChargeSync to make the following transfers of Customer Personal Data:
(a) ChargeSync may transfer the Customer Personal Data internally to its own employees, offices, and facilities in the United Kingdom, providing that such transfers must be protected by appropriate safeguards to prevent unauthorized access or data loss.
(b) ChargeSync may transfer the Customer Personal Data to its third-party processors in the jurisdictions identified in Section 5 of Schedule 3 (Data processing information) and may permit its third-party processors to make such transfers, providing that such transfers must be protected by any appropriate safeguards identified therein; and
(c) ChargeSync may transfer the Customer Personal Data to a country, a territory or sector to the extent that the competent data protection authorities have decided that the country, territory, or sector ensures an adequate level of protection for Personal Data.
12.8 ChargeSync shall promptly inform the Customer if, in the opinion of ChargeSync, an instruction of the Customer relating to the processing of the Customer Personal Data infringes the Data Protection Laws.
12.9 Notwithstanding any other provision of this Agreement, ChargeSync may process the Customer Personal Data if and to the extent that ChargeSync is required to do so by applicable law. In such a case, ChargeSync shall inform the Customer of the legal requirement before processing, unless that law prohibits such information on important grounds of public interest.
12.10 ChargeSync shall ensure that persons authorised to process the Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
12.11 ChargeSync shall implement appropriate technical and organisational measures to ensure an appropriate level of security for the Customer Personal Data, including those measures specified in Section 4 of Schedule 1 (Data processing information).
12.12 ChargeSync must not engage any third party to process the Customer Personal Data without the prior specific or general written authorisation of the Customer. In the case of a general written authorisation, ChargeSync shall inform the Customer at least 14 days in advance of any intended changes concerning the addition or replacement of any third party processor, and if the Customer objects to any such changes before their implementation, then ChargeSync must not implement the changes OR the Customer may terminate this Agreement on 7 days’ written notice to ChargeSync, providing that such notice must be given within the period of 7 days following the date that ChargeSync informed the Customer of the intended changes. ChargeSync shall ensure that each third-party processor is subject to equivalent legal obligations as those imposed on ChargeSync by this Clause 12.
12.13 As at the Effective Date, ChargeSync is hereby authorised by the Customer to engage, as sub-processors with respect to Customer Personal Data, the third parties identified in Section 5 of Schedule 3 (Data processing information).
12.14 ChargeSync shall assist the Customer in ensuring compliance with the obligations relating to the security of processing of personal data, the notification of personal data breaches to the supervisory authority, the communication of personal data breaches to the data subject, data protection impact assessments and prior consultation in relation to high-risk processing under the Data Protection Laws.
12.15 ChargeSync must notify the Customer of any Personal Data breach affecting the Customer Personal Data without undue delay and, in any case, not later than 72 hours after ChargeSync becomes aware of the breach.
12.16 ChargeSync shall, at the choice of the Customer, delete or return the Customer Personal Data to the Customer after the provision of services relating to the processing, and shall delete existing copies save to the extent that applicable law requires storage of the relevant Personal Data.
13. Entire Agreement
This Agreement shall constitute the entire agreement between the parties in relation to the subject matter of this Agreement, and shall supersede all previous agreements, arrangements, and understandings between the parties in respect of that subject matter.
14. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of England and Wales.
The courts of England and Wales shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement.
15. Assignment.
Neither the rights nor the obligations arising under this EULA are assignable by you, and any such attempted assignment shall be void and without effect.
16. Notices.
Any notice to you may be provided by email to the address that you registered with ChargeSync. Any notice to ChargeSync from you can be posted to the following email address; support@chargesync.com
17. Severability.
If any provision of this EULA is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
18. Waiver.
All waivers by ChargeSync will be effective only if in writing. Any waiver or failure by ChargeSync to enforce any provision of this EULA on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
19. General.
The Product Software is deemed irrevocably accepted upon your use of the Product Software or Product Information. ChargeSync will have no responsibility to provide maintenance or support services with respect to the Product Software.
You acknowledge that the Product Software contains valuable trade secrets and proprietary information of ChargeSync, that any actual or threatened breach of Section 2 (Restrictions) of this EULA will constitute immediate, irreparable harm to ChargeSync for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach.
The headings of Sections of this EULA are for convenience and are not to be used in interpreting this EULA.
Except as otherwise provided in this section, no amendment to this EULA will be valid unless it is in writing hand-signed by the parties.
Questions or Additional Information. If you have questions regarding this EULA, please contact ChargeSync at support@chargesync.com.
Schedule 1 (Data processing information)
1. Categories of data subject
2. Types of Personal Data
3. Purposes of processing
4. Security measures for Personal Data
5. Sub-processors of Personal Data
For ease of presentation this information is held in a spreadsheet that can be found here.
As the Product Software and Services develop the Data Processing Information will be updated and maintained.