Terms of Service – ChargeSync Limited ‘Optimi’ Product Software and Services
Our Terms of Service were last updated on 25th April 2024.
ChargeSync Limited and its subsidiaries (collectively, “ChargeSync”) provides (1) the ChargeSync website located at www.chargesync.com, and all associated sites linked to www.chargesync.com, (2) software that may be downloaded to your smartphone or tablet to access services (“Mobile Apps”), and (3) subscription services, including services that can be accessed using the Web Apps and Mobile Apps (“Subscription Services”), all for use in conjunction with Optimi products software (“Products”). The term “Services” means the Sites, Web Apps, Mobile Apps, and Subscription Services.
These Terms of Service (“Terms” or “Agreement”) govern your access to, and use of, the Services and Software Products. Please read these Terms carefully. The term “you”, as used in these Terms, means any person or entity who accesses or uses the Services or Products and any person or entity who creates an Account (as defined in Section 2(a) and accepts these Terms, including Owners, Authorised Users (as defined in Section 2(b), and the parents or guardians of Authorised Users, as applicable (as described in Section 1((b)(ii)). These Terms give you specific legal rights.
THESE TERMS ARE A LEGAL AGREEMENT. BY ACCEPTING THESE TERMS THROUGH A SITE, WEB APP OR MOBILE APP, OR BY ACCESSING AND USING THE SERVICES (INCLUDING THE SITES) OR PRODUCTS, YOU ARE ACCEPTING AND AGREEING TO THESE TERMS ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT IN CONNECTION WITH THE ACCESS AND USE. YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY AND CAPACITY (SUBJECT TO SECTION 1(b)(ii) BELOW) TO ACCEPT AND AGREE TO THESE TERMS ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT. YOU REPRESENT THAT YOU ARE, SUBJECT TO SECTION 1(b)(ii) BELOW, OF SUFFICIENT LEGAL AGE IN YOUR JURISDICTION OR RESIDENCE TO USE OR ACCESS THE SERVICES AND PRODUCTS AND TO ENTER INTO THIS AGREEMENT. IF YOU DO NOT AGREE WITH ANY OF THE PROVISIONS OF THESE TERMS, YOU SHOULD DISCONNECT YOUR PRODUCTS FROM YOUR ACCOUNT (AS DESCRIBED BELOW) AND CEASE ACCESSING OR USING THE SERVICES AND PRODUCTS.
AS DESCRIBED BELOW, YOU ARE CONSENTING TO AUTOMATIC SOFTWARE UPDATE OF THE SERVICES AND OF THE PRODUCTS CONNECTED TO THE SERVICES. IF YOU DO NOT AGREE, YOU SHOULD NOT USE THE SERVICES AND PRODUCTS.
AS DESCRIBED BELOW, SECTIONS 4 AND 5 DESCRIBE IMPORTANT LIMITATIONS OF THE SERVICES AND PRODUCTS, ESPECIALLY IN CONNECTION WITH LIFE SAFETY AND CRITICAL USES. PLEASE READ THESE DISCLOSURES CAREFULLY, AS YOU ARE ACKNOWLEDGING THEM AND ACCEPTING THEM.
1. Overview, Eligibility, Customer Service, Term and Termination
(a) Overview and Relation to Other Agreements. These Terms govern your use of the Services and Product Software. Your purchase of any Product Software is governed by the limited warranty provided with that Product Software (“Limited Warranty”) and may further be governed by the Terms & Conditions of Sale. The software (and any updates thereto) (“Product Software”) is licensed and governed by the End User License Agreement (EULA). Certain features of the Services may be subject to additional guidelines, terms, or rules, which will be posted on the Services in connection with such features. All additional guidelines, terms or rules and the Privacy Policy (“Privacy Policy”) are incorporated by reference into these Terms, and you are agreeing to accept and abide by them by using the Services and Products.
(b) Eligibility. You may use the Services and Product Software only if you have the legal capacity to form a binding contract with ChargeSync, you accept these Terms through a Site, Web App or Mobile App, or by accessing or using the Services or Product Software, and only if you are in compliance with these Terms and all applicable laws, rules, and regulations. Only individuals aged 18 and older are permitted to act as Owners of ChargeSync Accounts.
(c) Customer Service. If you have any questions or concerns regarding the Product Software, the Services, or these Terms, please contact ChargeSync. You understand and agree that customer service and any customer care and support offered and provided by ChargeSync is not an emergency service or dispatch centre, an emergency service provider or dispatch service, or a lifesaving solution for people at risk in their home or otherwise. PLEASE DO NOT CONTACT CUSTOMER SERVICE OR ANY CUSTOMER CARE AND SUPPORT OFFERED BY CHARGESYNC WITH ANY LIFE/SAFETY EMERGENCY, MEDICAL EMERGENCY, OR ANY OTHER EMERGENCY. IF YOU HAVE ANY SUCH EMERGENCY, YOU SHOULD IMMEDIATELY CONTACT THE APPROPRIATE EMERGENCY RESPONSE SERVICE.
(d) Term and Termination. These Terms will remain in full force and effect as long as you continue to access or use the Services or Product Services, or until terminated in accordance with the provisions of these Terms. At any time, ChargeSync may (i) suspend or terminate your rights to access or use the Services, or (ii) terminate these Terms with respect to you if ChargeSync, in good faith, believes that you have used the Services or Products in violation of these Terms, including any incorporated guidelines, terms or rules. If you transfer an instance of the Product Software to a new owner, your right to use the Services with respect to that Product Software automatically terminates and the new owner will have no right to use the Product Software or Services under your Account (as described below) and will need to register for a separate Account with ChargeSync and accept these Terms.
(e) Effect of Termination. Upon termination of these Terms, your Account and your right to use the Services will automatically terminate.
2. Accounts
(a) Your Account. To use certain Services and the Product Software, you must register for a user account (“Account”) and provide certain information about yourself, as prompted by the applicable registration form. You represent and warrant that: (a) all required registration information that you submit is truthful and accurate; (b) you will maintain the accuracy of such information; and (c) your use of the Services and Product Software will not violate any applicable law or regulation. You are entirely responsible for maintaining the confidentiality of your Account login information and for all activities that occur under your Account. You agree to use “strong” passwords (passwords that use a combination of upper- and lower-case letters, numbers, and symbols) with your Account and to maintain your password securely to prevent others from gaining access. You agree to immediately notify ChargeSync of any unauthorised use or suspected unauthorised use of your Account, or any other breach of security. ChargeSync is not liable for any loss or damage arising from your failure to comply with the above requirements, or howsoever arising.
(b) The individual who creates an Account is the “Owner” of that Account and is the Owner of the Services and Product Software associated with that Account.
3. Access to Services
(a) Access and Use. Subject to these Terms, ChargeSync grants you a non-transferable, non-exclusive right (without the right to sub-license) to access and use the Services by (i) using the Web Apps in connection with, and solely for the purpose of, controlling and monitoring the Products you own or are authorised to control and monitor or otherwise accessing a service explicitly provided by ChargeSync for your use (the “Permitted Purpose”), (ii) installing and using the Mobile Apps solely on your own handheld mobile device (e.g., iPhone, iPad or Android smartphone) and solely for the Permitted Purpose, and (iii) accessing the Sites solely for the Permitted Purpose.
(b) Automatic Software Updates. ChargeSync may, from time to time, develop patches, bug fixes, updates, upgrades, and other modifications to improve the performance of the Services and/or the Product Software (“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 terminate your Account and stop using the Services and the Product Software. If you do not terminate a previously created Account, you will receive Updates automatically. You acknowledge that you may be required to install Updates to use the Services and the Product Software, and you agree to install promptly any Updates that ChargeSync provides. Your continued use of the Services and the Product Software is your agreement; (i) to these Terms with respect to the Services and Product Software, and (ii) to the End User License Agreement with respect to updated Product Software; and (iii) any change or updates that ChargeSync may make to these Terms or the End User License Agreement over time.
(c) ChargeSync-provided interface to Third-Party Products and Services. Over time, ChargeSync may provide the opportunity for you to interface the Products and Services to one or more third-party products and services, through and using the Services, for example through the Works with ChargeSync platform (“Third-Party Products and Services”). You decide whether you want to interface, and with which Third-Party Products and Services you want to interface. Your explicit consent and authorisation is required for this interface and is revocable by you at any time in writing or via such means as we may otherwise determine. Once your consent is given for a particular Third-Party Product and Service, you agree that ChargeSync may exchange information and control data regarding you and your products, including your personal information, in order to enable the interface that you have authorised. Once this information is shared with the particular Third-Party Product and Service, its use will be governed by the third party’s privacy policy and not by ChargeSync’s privacy documentation. You acknowledge and agree that ChargeSync makes no representation or warranty about the quality or safety of any Third-Party Products or Services or the interface with Product and Services. Accordingly, ChargeSync is not responsible for your use of any Third-Party Product or Service, or any personal injury, death, property damage (including, without limitation, to your home), or other harm or losses arising from or relating to your use of any Third-Party Products or Services. You should contact the third party with any questions about their Third-Party Products and Services.
(d) Certain materials may be displayed or performed on the Services (including, but not limited to, text, graphics, articles, photographs, video, images, and illustrations (“Content”)). The Content also includes information that you and other users provide us with in the course of using the Services (collectively, “User Submissions”), which we may use to provide, maintain, and improve the Services. Some Content may be visible to others (for example, the Services allows you to upload, post or otherwise share video content). You may also post feedback, comments, questions, or other information on the Sites. You are solely responsible for all Content that you upload, post, email, transmit or otherwise disseminate using, or in connection with, the Services, or that you contribute in any manner to the Services; you represent and warrant that you have all rights necessary to do so, in the manner in which you contribute it; and you license to ChargeSync all patent, trademark, trade secret, copyright or other proprietary rights in and to such Content for publication on the Service pursuant to these Terms. You shall abide by all copyright notices, trademark rules, information and restrictions contained in any Content accessed through the Services, and shall not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purposes whatsoever any Content or third-party submissions or other proprietary rights not owned by you: (i) without the express prior written consent of the respective owners, and (ii) in any way that violates any third-party right. ChargeSync reserves the right to remove any Content from the Services at any time, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if we are concerned that you may have breached the immediately preceding sentence), or for no reason at all.
(e) Certain Restrictions. The rights granted to you in these Terms are subject to the following restrictions: (i) you agree not to license, sell, rent, lease, transfer, assign, distribute, host or otherwise commercially exploit the Services or Product Software; (ii) you agree not to modify, make derivative works of, disassemble, reverse-compile or reverse-engineer any part of the Services or Product Software; (iii) you agree not to access the Services or Product Software in order to build a similar or competitive service or product; (iv) except as expressly stated herein, no part of the Services or Product Software may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; (v) you agree not to upload, transmit or distribute any computer viruses, worms or any software intended to damage or alter a computer or communications network, computer, handheld mobile device, data, the Services, the Product Software or any other system, device or property; (vi) you agree not to interfere with, disrupt or attempt to gain unauthorised access to the servers or networks connected to the Services or violate the regulations, policies or procedures of such networks; (vii) you agree not to access (or attempt to access) any of the Services by means other than through the interface that is provided by ChargeSync; and (viii) you agree not to remove, obscure or alter any proprietary rights notices (including copyrights and trademark notices) that may be contained in, or displayed in connection with, the Services or Products Software. Any future release, update, or other addition to functionality of the Services shall be subject to these Terms.
(f) Open Source. Certain items of independent, third-party code may be included in the Web Apps and/or Mobile Apps that are subject to the GNU General Public License (“GPL”) or other open-source licences (“Open-Source Software”). The Open-Source Software is licensed under the terms of the licence that accompanies such Open-Source Software. Nothing in these Terms limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable end-user licence for such Open-Source Software. In particular, nothing in these Terms restricts your right to copy, modify and distribute such Open-Source Software that is subject to the terms of the GPL.
(g) Privacy. Please review Section 4(j) below, the ChargeSync Privacy Policy and Clause 11, 12, and Schedule 1 of the EULA. These documents describe practices regarding the information that you or ChargeSync may collect from users of the Product Software and Services, including any Content or User Submissions.
(h) Security. ChargeSync cares about the integrity and security of your personal information. We will make reasonable efforts to implement appropriate security measures. However, ChargeSync cannot guarantee that unauthorised third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
(i) Modification. ChargeSync reserves the right, at any time, to modify, suspend or discontinue the Services or any part thereof with or without notice. You agree that ChargeSync will not be liable to you or to any third party for any modification, suspension or discontinuance of the Services or any part thereof.
(j) Access Outside Certain Countries. Although the Sites are accessible worldwide, the Product Software and Services provided or accessed through or on the Sites are not available to all persons or in all countries. If you choose to access the Sites from outside a country in which ChargeSync supports the Product Software and Services listed here (“Target Country”), you do so on your own initiative and you are solely responsible for complying with applicable local laws in your country. You understand and accept that the Sites are not designed for use in a non-Target Country and that some, or all, of the features of the Sites may not work or be appropriate for use in such a country. To the extent permissible by law, ChargeSync accepts no responsibility or liability for any damage or loss caused by your access or use of the Sites or ChargeSync Products in a non-Target Country. You will be bound by these Terms wherever you access or use the Sites or the Services.
4. Agreed Usage and Limitations of ChargeSync Services and Products
(a) Intended Use of ChargeSync Services. The Services are intended to be accessed and used for non-time-critical information and control of connected Solar, Battery, Heat Pump and other energy efficiency related products. While we aim for the Services to be highly reliable and available, they are not intended to be reliable or available 100% of the time. The Services are subject to sporadic interruptions and failures for a variety of reasons beyond ChargeSync’s control, including Wi-Fi intermittency, internet network congestion, internet service provider uptime, mobile notifications, and mobile operators, among others. You acknowledge these limitations and agree that ChargeSync is not responsible for any loss or damage allegedly caused, in whole or in part, by the failure or delay of the Services.
(b) No Life Safety or Critical Uses of the Products and Services. You acknowledge and agree that the Product Software and Services, whether standing alone or when interfaced with Third-Party Products or Services, are not certified for emergency response. THE PRODUCT SOFTWARE AND SERVICES, WHETHER STANDING ALONE OR INTERFACED WITH THIRD-PARTY PRODUCTS OR SERVICES, ARE NOT A THIRD-PARTY MONITORED EMERGENCY NOTIFICATION SYSTEM. FURTHER, YOU UNDERSTAND THAT UNDER NO CIRCUMSTANCES WILL CHARGESYNC DISPATCH EMERGENCY SERVICES TO YOUR HOME IN THE EVENT OF AN EMERGENCY.
(c) Reliability of Services. You acknowledge that the Services, including remote access and mobile notifications, are not error-free or 100% reliable and 100% available. Proper functioning of the Services relies and is dependent on, among other things, the transmission of data through your wi-fi network, enabled wireless device (such as a phone or tablet) and broadband internet access, internet network and backbone, or optional Cellular Backup service, for which neither ChargeSync nor any wireless or data carrier is responsible, and may be interrupted, delayed, refused, or otherwise limited for a variety of reasons, including insufficient coverage, power outages, termination of service and access, environmental conditions, interference, non-payment of applicable fees and charges, unavailability of radio frequency channels, system capacity, upgrades, repairs or relocations, and priority access by emergency responders in the event of a disaster or emergency (collectively, “Service Interruptions”). You understand that Service Interruptions may result in the Services being unreliable or unavailable for the duration of the Service Interruption. We cannot and do not guarantee that the App or connected energy efficiency products will receive notifications within any given time, or at all.
(d) Service Interruptions; no refund or rebate. The Services may be suspended temporarily, without notice, for security reasons, systems failure, maintenance and repair, or other circumstances. You agree that you will not be entitled to any refund or rebate for such suspensions. ChargeSync does not offer any specific uptime guarantee for the Services.
(e) System Requirements. The Services will not be accessible without: (i) a working Wi-Fi network in your home that is positioned to communicate reliably with the Products; (ii) an Account; (iii) an enabled and supported wireless device, such as a phone or tablet (required for some features and functionalities of the Service); (iv) always-on broadband Internet access in your home with bandwidth sufficient to support the Products you use; and (v) other system elements that may be specified by ChargeSync. It is your responsibility to ensure that you have all required system elements and that they are compatible and properly configured. You acknowledge that the Services may not work as described when the requirements and compatibility have not been met. If you modify, substitute, move, or otherwise change any of the required system elements, it is your sole duty and responsibility to be sure they are compatible and properly configured to work with the Products and Services.
(f) Energy Savings and Other Benefits. 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 Products or Services or any feature thereof. Actual energy savings and monetary benefits vary depending on factors beyond ChargeSync’s control or knowledge. From time to time, ChargeSync may use the Services to provide you with information that is unique to you and your energy usage and suggest an opportunity to save money on energy bills if you adopt suggestions or features of the Product Software or Services. 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 are even negative.
(g) The Services provide you with 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 Services is not a substitute for direct access of the information in the home.
(h) All information publicly posted or privately transmitted through the Services is the sole responsibility of the person from whom (or from whose account) such Content originated and ChargeSync will not be liable for any errors or omissions in any Content. ChargeSync cannot guarantee the identity of any other users with whom you may interact in the course of using the Services. In addition, we cannot guarantee the authenticity of any data that users or merchants may provide about themselves. You acknowledge that all Content accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Services.
(i) You warrant, represent and agree that you will not contribute any Content or otherwise use the Services or Products in a manner that (i) infringes or violates the intellectual property rights or proprietary rights, rights of publicity or privacy or other rights of any third party; (ii) violates any law, statute, ordinance or regulation or is otherwise illegal; (iii) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libellous or otherwise objectionable; (iv) impersonates any person or entity, including, without limitation, any employee or representative of ChargeSync; (v) contains a virus, Trojan Horse, worm, time bomb or other harmful computer code, file or programme; (vi) jeopardises the security of your ChargeSync Account or anyone else’s Account (such as allowing someone else to log into the Services as you); (vii) attempts, in any manner, to obtain or access the password, account, products, devices, systems, or other security information from any other user or third party; (viii) violates the security of any computer network or cracks any passwords or security encryption codes; (ix) runs Mail list, Listserv or any form of auto-responder or “spam” on the Services or any processes that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure); (x) copies or stores any significant portion of the Content; (xi) decompiles, reverse-engineers or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services; (xii) denigrates or disrupts any network capacity or functionality; or (xiii) engages in remote monitoring to provide professional medical care for any individual, including without limitation, in any health care and assisted living environment.
(j) Privacy and Data Protection Laws. ChargeSync Product Software and Services are primarily intended for personal, household, and SME business use.
Where ChargeSync is acting as a processor of data collected through its Product Software and Services, it will explicitly state this in the ChargeSync EULA here, and related Privacy Policy here. In these situations, ChargeSync will make reasonable efforts to: (i) only process data at your instruction; (ii) ensure that persons permitted to process data through us on your behalf are committed to confidentiality; (iii) only engage a third party service provider (sub-processor) that provide an equivalent level of protection as set forth herein; (iv) engage a new third-party service provider (sub-processor) only after ChargeSync has provided notice of such changes by posting to the website listed below and allowed you ten (10) calendar days to object after notice is given. In the event you do object, ChargeSync will make reasonable efforts to address your objection. After this process, if a resolution has not been agreed to within five (5) calendar days, ChargeSync will proceed with engaging the third-party service provider. You will have the opportunity to terminate your use of the Product Software and Services without penalty. The list of ChargeSync sub-processors can be found in Schedule 1 to the EULA here. It is your responsibility to check this website regularly for updates; (v) to the extent applicable and possible, assist you with any individual rights requests or other compliance obligations; and (vi) delete or return your data upon termination.
(k) Installation, test, and use. It is the responsibility of your appointed system installer to install and test the Product Software and Services carefully and pursuant to the applicable manual and instructions, and to notify ChargeSync of any issues. ChargeSync does not accept any responsibility for any issue of quality or service if the system installer makes any error in the installation of the Product Software and Services, or in any wider electrical installation.
5. Limitations of ChargeSync Services Due to Third Parties
(a) General. ChargeSync Services rely on or inter-operate with third-party products and services. These third-party products and services are beyond ChargeSync’s control, but their operation may impact on, or be impacted by, the use and reliability of the ChargeSync Services. You acknowledge and agree that: (i) the use and availability of the Services is dependent on third-party product vendors and service providers, (ii) these third-party products and services may not operate in a reliable manner 100% of the time and they may impact on the way that the ChargeSync Services operate, and (iii) ChargeSync is not responsible for damages and losses due to the operation of these third-party products and services.
(b) Third-Party Service Providers Used By ChargeSync. You acknowledge that ChargeSync uses third-party service providers to enable some aspects of the Services – such as, for example, data storage, SaaS hosting services, Product manufacturers APIs, synchronisation and communication through Microsoft Web Services and mobile device notifications through mobile operating system vendors and mobile operators. YOU AGREE NOT TO RELY ON THE SERVICES FOR ANY LIFE SAFETY OR TIME-CRITICAL PURPOSES. FURTHER, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO RELEASE AND HOLD HARMLESS THIRD-PARTY SERVICE PROVIDERS FROM ALL LIABILITY, DAMAGES OR LOSSES OF ANY KIND OR SORT, PERSONAL INJURY OR LOSS OF LIFE ARISING FROM YOUR USE OF THE PRODUCTS AND SERVICES.
(c) Equipment, ISP, and Operator. You acknowledge that the availability of the Services is dependent on (i) your computer, mobile device, home wiring, home Wi-Fi network, Bluetooth connection and other related equipment (“Equipment”), (ii) your Internet service provider (“ISP”), (iii) your mobile device operator (“Operator”) and (iv) the wider internet network and backbone. You acknowledge that you are responsible for all fees charged by your ISP and Operator in connection with your use of the Services. You also acknowledge that you are responsible for compliance with all applicable agreements, terms of use/service and other policies of your ISP and Operator.
(d) App Stores. You acknowledge and agree that the availability of the Mobile Apps is dependent on the third-party websites from which you download the Mobile Apps, e.g., the Google Play Store from Google or the App Store from Apple (each an “App Store”). You acknowledge that these Terms are between you and ChargeSync and not with an App Store. Each App Store may have its own terms and conditions to which you must agree before downloading Mobile Apps from it. You agree to comply with such App Store terms and conditions, and your licence to use the Mobile Apps is conditioned upon your compliance with such App Store terms and conditions. To the extent that such other terms and conditions from such App Store are less restrictive than or otherwise conflict with the terms and conditions of these Terms, the more restrictive or conflicting terms and conditions in these Terms apply.
(e) Third-Party Website Links and Referrals. The Sites may contain links to other websites operated by third parties (“Third-Party Sites”) and referrals to third-party vendors (“Referred Vendors”). Such Third-Party Sites and Referred Vendors are not under our control. ChargeSync provides these links and referrals only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to such Third-Party Sites or Referred Vendors. Your use of these Third-Party Sites is at your own risk.
(f) Authorised Users. ChargeSync is not responsible for any Authorised User’s behaviour, or for any personal injury, death, property damage (including, without limitation, to your home), or other harm or losses arising from or relating to their use of the Services.
(g) Release Regarding Third Parties. ChargeSync is not responsible for third parties or their products and services, including, without limitation, the App Stores, Third-Party Products and Services, Third-Party Sites, Referred Vendors, Equipment, ISP, and Operators. ChargeSync hereby disclaims, and you hereby discharge, waive and release ChargeSync and its licensors and suppliers from any past, present, and future claims, liabilities, and damages, known or unknown, arising out of or relating to your interactions with such third parties and their products and services.
6. Ownership and Intellectual Property
(a) ChargeSync Property. You acknowledge that all intellectual property rights, including, without limitation, copyrights, patents, trademarks, and trade secrets, in the Product, Product Software and Services (i.e., the Sites, Web Apps and Mobile Apps) are owned by ChargeSync or its affiliates or our licensors. Your possession, access to and use of the Product, Product Software and Services do not transfer to you or any third party any rights, title, or interest in or to such intellectual property rights. ChargeSync, and its affiliates and licensors and suppliers, reserve all rights not granted in these Terms. The Services are licensed to you, not sold, under these Terms.
You may only copy parts of the Services (including this Site) onto your own computer for your own personal use. You may not use the content of the Services in any other public or commercial way, nor may you copy or incorporate any of the content of the Services into any other work, including your own website, without the written consent of ChargeSync. You must have a licence from us before you can post or redistribute any portion of the Services. Other than with respect to User Submissions, ChargeSync retains full and complete title to all content on the Services, including any downloadable software and all data that accompanies it. You must not copy, modify or in any way reproduce or damage the structure or presentation of the Services, or any content therein.
(b) Feedback. You may choose to or ChargeSync may invite you to submit comments, suggestions, or ideas about the Product Software or Services, including how to improve the Product Software or Services (“Ideas”). By submitting any Ideas, you agree that your submissions are voluntary, gratuitous, unsolicited and without restriction, and will not place ChargeSync under any fiduciary or other obligation. ChargeSync may use, copy, modify, publish, or redistribute the submission and its contents for any purpose and in any way without any payment or 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.
(c) User Submissions. You hereby grant us a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, sub-licensable and transferable right to access, display or otherwise use your User Submissions (including all related intellectual property rights) solely in connection with providing you with the Services and as directed by you. You also hereby do and shall grant to each user of the Services a non-exclusive licence to access and use your User Submissions through the Services and as permitted through the functionality of the Services and under these Terms. Furthermore, you understand that we retain the right to reformat, modify, create derivative works of, excerpt and translate any User Submissions submitted by you. For clarity, the foregoing licence grant to ChargeSync does not affect your ownership of or right to grant additional licences to the material in your User Submissions, unless otherwise agreed in writing.
7. INDEMNITY FOR THIRD PARTY ACTIONS
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO INDEMNIFY, DEFEND, RELEASE AND HOLD CHARGESYNC AND ITS LICENSORS AND SUPPLIERS (COLLECTIVELY, THE “CHARGESYNC PARTIES”) HARMLESS FROM AND AGAINST (I) ALL CLAIMS, ACTIONS, LAWSUITS AND ANY OTHER LEGAL ACTION BROUGHT BY ANY THIRD PARTY AGAINST ANY OF THE CHARGESYNC PARTIES ARISING FROM OR RELATING TO (A) YOUR USE AND EACH AUTHORISED USER’S USE OF THE PRODUCT SOFTWARE OR SERVICES; (B) YOUR OR YOUR AUTHORISED USERS’ VIOLATION OF THESE TERMS; (C) ANY USER SUBMISSIONS OR FEEDBACK YOU PROVIDE; OR (D) YOUR OR YOUR AUTHORISED USERS’ VIOLATION OF ANY LAW OR THE RIGHTS OF ANY THIRD-PARTY (COLLECTIVELY, ”THIRD PARTY ACTIONS”); AND (II) ANY AND ALL RELATED LOSSES, DAMAGES, SETTLEMENTS AND JUDGEMENTS (INCLUDING PAYMENT OF THE CHARGESYNC PARTIES’ LEGAL FEES AND COSTS) INCURRED BY ANY OF THE CHARGESYNC PARTIES, ASSESSED OR FOUND AGAINST ANY OF THE CHARGESYNC PARTIES, OR MADE BY ANY OF THE CHARGESYNC PARTIES, RELATING TO OR ARISING FROM ANY SUCH THIRD PARTY ACTION (“THIRD PARTY RELATED LOSSES”). YOU UNDERSTAND AND AGREE THAT YOUR INDEMNIFICATION OBLIGATION TO THE CHARGESYNC PARTIES APPLIES EVEN IF SUCH THIRD-PARTY ACTION AND THIRD-PARTY RELATED LOSSES ARISE FROM THE NEGLIGENCE OF ANY KIND OR DEGREE, BREACH OF CONTRACT OR WARRANTY, STRICT LIABILITY, NON-COMPLIANCE WITH APPLICABLE LAW, OR OTHER FAULT OR WRONGDOING OF ANY OF THE CHARGESYNC PARTIES. HOWEVER, NOTHING CONTAINED HEREIN SHALL BE CONSTRUED TO REQUIRE ANY INDEMNIFICATION WHICH WOULD RENDER OR MAKE THIS CLAUSE, IN WHOLE OR IN PART, VOID AND/OR UNENFORCEABLE UNDER APPLICABLE LAW. “THIRD PARTY” IS DEFINED HEREIN TO INCLUDE, AMONG OTHERS, AN AUTHORISED USER, AN UNAUTHORISED USER, A SPOUSE, PARTNER, FAMILY MEMBER, GUEST, NEIGHBOUR, TENANT, EMPLOYEE, OR INSURANCE COMPANY. ChargeSync reserves the right, at your expense, to assume the exclusive defence and control of any matter for which you are required to indemnify ChargeSync, and you agree to cooperate with our defence of such claims. You agree not to settle any such claim without ChargeSync’s prior written consent. ChargeSync will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
8. Warranty Disclaimers
(a) THE WARRANTIES FOR THE PRODUCT SOFTWARE ARE SET FORTH IN THE END USER LICENSE AGREEMENT CLAUSE 7 AND 8, AND THIS CLAUSE 8 AND THE LIMITED WARRANTY STATEMENT HERE.
(b) THE SERVICES ARE PROVIDED FOR YOUR CONVENIENCE, “AS IS” AND “AS AVAILABLE”, AND CHARGESYNC, AND OUR LICENSORS AND SUPPLIERS, EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY AND NON-INFRINGEMENT.
(c) CHARGESYNC, AND OUR LICENSORS AND SUPPLIERS, MAKE NO WARRANTY THAT DEFECTS WILL BE CORRECTED OR THAT THE SERVICES: (I) WILL MEET YOUR REQUIREMENTS; (II) WILL BE COMPATIBLE WITH YOUR HOME NETWORK, COMPUTER OR MOBILE DEVICE; (III) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS; OR (IV) WILL BE ACCURATE OR RELIABLE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CHARGESYNC OR THOUGH THE SERVICES, SHALL CREATE ANY WARRANTY.
(d) CHARGESYNC DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH, OR IN CONNECTION WITH, THE PRODUCTS OR SERVICES (INCLUDING, BUT NOT LIMITED TO, THIRD-PARTY PRODUCTS AND SERVICES CONNECTED THROUGH THE WORKS WITH CHARGESYNC PLATFORM), OR ANY HYPERLINKED WEBSITE OR SERVICE, AND CHARGESYNC WILL NOT BE A PARTY TO, OR IN ANY WAY MONITOR, ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF SUCH PRODUCTS OR SERVICES.
(e) CHARGESYNC MAKES NO REPRESENTATIONS CONCERNING ANY CONTENT CONTAINED IN OR ACCESSED THROUGH THE SERVICES, AND CHARGESYNC WILL NOT BE RESPONSIBLE OR LIABLE FOR THE ACCURACY, COPYRIGHT COMPLIANCE, LEGALITY OR DECENCY OF MATERIAL CONTAINED IN OR ACCESSED THROUGH THE SERVICES. CHARGESYNC MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING SUGGESTIONS OR RECOMMENDATIONS OF SERVICES OR PRODUCTS OFFERED OR PURCHASED THROUGH THE SERVICES.
(f) THE SERVICES MAY PROVIDE YOU INFORMATION REGARDING YOUR PRODUCTS (“PRODUCT INFORMATION”) OR OTHER PERIPHERALS CONNECTED TO YOUR PRODUCTS (“PRODUCT PERIPHERALS”). THE TYPE OF PRODUCT PERIPHERALS THAT MAY BE CONNECTED TO YOUR PRODUCT MAY CHANGE FROM TIME TO TIME. WITHOUT LIMITING THE GENERALITY OF THE DISCLAIMERS ABOVE, ALL PRODUCT INFORMATION IS PROVIDED FOR YOUR CONVENIENCE, “AS IS” AND “AS AVAILABLE”. CHARGESYNC DOES NOT REPRESENT, WARRANT, OR GUARANTEE THAT PRODUCT INFORMATION WILL BE AVAILABLE, ACCURATE, OR RELIABLE.
9. Other Disclaimers
WHEN YOU INSTALL, SETUP OR USE THE PRODUCT SOFTWARE AND SERVICES YOU ARE GIVEN THE OPPORTUNITY TO CHANGE DEFAULTS OR CHOOSE PARTICULAR SETTINGS. THE CHOICES YOU MAKE CAN CAUSE NON-RECOMMENDED OR UNINTENDED OPERATION OR NON-OPERATION OF YOUR PRODUCTS AND SERVICES AND ANY CONNECTED EQUIPMENT OR SYSTEMS. YOU ASSUME ALL LIABILITY FOR ANY DAMAGES AND LOSSES CAUSED BY, OR RELATED TO, THE CHOICES YOU MAKE FOR THE PARTICULAR SETTINGS FOR THE PRODUCTS AND SERVICES AND SETTING OR CHANGING DEFAULTS.
10. Waiver of Subrogation
You should protect against any risk of loss with the appropriate insurance coverage, and you are responsible for obtaining all insurance coverage you believe is necessary. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND THE APPLICABLE POLICY OR POLICIES OF INSURANCE YOU OBTAIN AND MAINTAIN, YOU RELEASE CHARGESYNC AND ITS LICENSORS AND SUPPLIERS FROM ALL LIABILITY FOR ANY LOSS, OCCURRENCE, EVENT OR CONDITION COVERED BY YOUR INSURANCE.
11. Limitation of Liability
Nothing in these Terms and, in particular, within this “Limitation of Liability” clause, shall be interpreted or construed to limit or exclude liability that cannot be so limited or excluded under applicable law.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN ADDITION TO THE WARRANTY AND OTHER DISCLAIMERS IN THESE TERMS, IN NO EVENT WILL (A) CHARGESYNC BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL OR INCIDENTAL DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES FOR LOST DATA OR LOST PROFITS ARISING FROM OR RELATING TO THE SERVICES OR THE PRODUCTS, EVEN IF CHARGESYNC KNEW, OR SHOULD HAVE KNOWN, OF THE POSSIBILITY OF SUCH DAMAGES, AND (B) CHARGESYNC’S TOTAL CUMULATIVE LIABILITY FOR ANY DIRECT DAMAGES, PROPERTY DAMAGE, PERSONAL INJURY, LOSS OF LIFE OR ANY OTHER DAMAGES NOT EXCLUDED OR PRECLUDED PURSUANT TO (A) ABOVE, ARISING FROM OR RELATED TO THE SERVICES OR THE PRODUCTS, WHETHER IN CONTRACT OR TORT OR OTHERWISE, SHALL BE LIMITED TO AN AMOUNT NEVER TO EXCEED ONE (1) TIMES THE FEES ACTUALLY PAID BY YOU TO CHARGESYNC OR CHARGESYNC’S AUTHORISED RESELLER FOR THE SERVICES OR THE PRODUCT AT ISSUE IN THE PRIOR 12 MONTHS (IF ANY). CHARGESYNC DISCLAIMS ALL LIABILITY OF ANY KIND OF CHARGESYNC’S LICENSORS AND SUPPLIERS. UNDER NO CIRCUMSTANCES WILL CHARGESYNC BE LIABLE IN ANY WAY FOR ANY CONTENT, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED IN CONNECTION WITH USE OF, OR EXPOSURE TO, ANY CONTENT POSTED, E-MAILED, ACCESSED, TRANSMITTED OR OTHERWISE MADE AVAILABLE VIA THE SERVICES.
YOU UNDERSTAND AND AGREE THAT THIS LIMITATION OF LIABILITY IN THIS SECTION 11 SHALL APPLY EVEN IF CHARGESYNC IS FOUND LIABLE FOR ANY LOSS OR DAMAGE DUE TO BREACH OF CONTRACT, BREACH OF EXPRESS OR IMPLIED OR LIMITED WARRANTY, NEGLIGENCE OF ANY KIND OR DEGREE, STRICT PRODUCT LIABILITY, SUBROGATION, INDEMNIFICATION OR CONTRIBUTION, OR ANY OTHER THEORY OF LIABILITY. HOWEVER, THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO ANY WILFUL, WANTON, INTENTIONAL OR RECKLESS MISCONDUCT OF CHARGESYNC OR GROSS NEGLIGENCE OF CHARGESYNC IN THOSE STATES THAT DO NOT PERMIT LIMITATION OF LIABILITY FOR GROSS NEGLIGENCE.
12. Fees and Payment
Certain Services may be provided for a fee. You shall pay all applicable fees in connection with the Services selected by you in accordance with the Terms of Sale.
13. General
(a) Changes to These Terms. ChargeSync reserves the right to make changes to these Terms. ChargeSync will post notice of changes to any one or more of the following: this page, a Site, Web Apps, or Mobile Apps. You should ensure that you have read and agree with the most recent Terms when you use the Services and Product Software. Continued use of the Services and Product Software following notice of such changes shall indicate your acknowledgment of such changes and agreement to be bound by the revised Terms. IF YOU DO NOT AGREE WITH ANY OF THE CHANGES TO ANY OF THE TERMS, YOU SHOULD DISCONNECT YOUR PRODUCTS FROM YOUR ACCOUNT AND CEASE ACCESSING OR USING THE SERVICES AND PRODUCTS.
(b) 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.
(c) Protection of Confidentiality and Intellectual Property Rights. Notwithstanding the foregoing, ChargeSync may seek injunctive or other equitable relief to protect its confidential information and intellectual property rights or to prevent loss of data or damage to its servers in any court of competent jurisdiction.
(d) Entire Agreement/Severability. These Terms constitute the entire agreement between you and ChargeSync regarding the use of the Services and purchase of the Product Software. Any failure by ChargeSync to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Neither party is an agent or partner of the other party.
(e) Survivability. The obligations in Sections 3(d) and (e), 4, 6, 7, 8, 9, 10, 11, and 13 will survive any expiration or termination of these Terms.
(f) Assignment. These Terms, and any associated rights or obligations, may not be assigned or otherwise transferred by you without ChargeSync’s prior written consent. These Terms may be assigned by ChargeSync without restriction. These Terms are binding upon any permitted assignee.
(g) Notifications. ChargeSync may provide notifications to you as required by law, or for marketing or other purposes, via (at its option) email to the primary email associated with your Account, mobile notifications, hard copy or posting of such notice on www.ChargeSync.com. ChargeSync is not responsible for any automatic filtering that you or your network provider may apply to email notifications. ChargeSync recommends adding support@ChargeSync.com email addresses to your email address book to help ensure that you receive email notifications from ChargeSync.
(h) Disclosures. Please write to ChargeSync at the following address: ChargeSync Limited, 8 Bedford Road, London, N8 8HL.
(i) Copyright/Trademark Information. Copyright © 2024 ChargeSync Limited. All rights reserved. All trademarks, logos, and service marks (“Marks”) displayed on the Services are the property of ChargeSync or of their respective holders. You are not permitted to use any of the Marks without the applicable prior written consent of ChargeSync or such respective holders. ChargeSync reserves the right to alter product and services offerings, specifications, and pricing at any time, without notice, and is not responsible for typographical or graphical errors that may appear in this or in related documents.