Terms & Conditions

1. The ecolyptus Platform

1.1. The ecolyptus software as a service provides energy intelligence, data analytics, and energy performance monitoring at the Client Customer’s designated site(s) via the ecolyptus cloud platform, using data acquired from metering and monitoring equipment installed at the customer’s designated sites.

1.2. By accessing or using our information the Client is accepting: (a) to be bound by the terms and conditions contained in this agreement and posted on our website, and (b) all details contained in an exchange of emails, order confirmation and invoice.

2. Products and Applicability

2.1. This agreement applies to the online ecolyptus software as a service and its associated plans and modules (including Data Pulse, Forecasting, M&V, Lyptus AI, Reporting, Footprint, Pathway and Disclosure), metering or monitoring hardware purchased from or through ecolyptus, and the ecolyptus software that may be preinstalled on a device or acquired from a retailer/distributor and installed, the media on which you received the software (if any), any fonts, icons, images or sound files included with the software, and also any ecolyptus updates, upgrades, supplements or services for the software, unless other terms come with them.

2.2. Additional ecolyptus and third party terms may apply to your use of certain features, services, and apps, depending on your hardware capabilities, how it is configured, and how the Client uses it. Some ecolyptus apps provide an access point to, or rely on, online services, and the use of those services is sometimes governed by separate terms and privacy policies. The Client can view these terms and policies by looking at the service terms of use or the app’s settings, as applicable. The services may not be available in all regions.

2.3. Data privacy and data protection are of high priority for ecolyptus, which implements security processes to maintain data confidentiality. ecolyptus reserves the right to research and use the energy data collected (including via Lyptus AI) for the enablement of other functionalities and services for the benefit of customers.

3. Agreement Period

This Agreement shall be in force for a period of two (2) months from the Effective Date (the “Term”), unless otherwise specified in the Order Confirmation.

3.2. From time to time ecolyptus may make alterations to the Data or service that the Client enjoys and pricing associated with the service. ecolyptus will take all reasonable steps to inform you of these changes with as much advance warning as possible. You may be contacted during this agreement period regarding new developments and products.

4. Charges and Payment

4.1. In consideration of ecolyptus providing you with the Services, materials, and information, Client agrees to pay the amount specified in the order confirmation on the times and dates specified therein. For hardware and software purchase, unless otherwise specified in the Order Confirmation or invoice, all payments must be made upfront either by direct debit, bank transfer, or by credit card.

4.2. If a payment is not successfully settled due to expiration of a credit card, insufficient funds, or otherwise, the Client remains responsible for any amounts not remitted to ecolyptus, and ecolyptus may, in its sole discretion, either (i) invoice the Client directly for the deficient amount, (ii) continue billing the credit card once it has been updated by the Client (if applicable), or (iii) terminate this Agreement.

5. White Labelling Service and ecolyptus’ Proprietary Rights

5.1. Except as expressly provided herein, access to the Service and use of it does not grant the Client any technology or database rights, or rights in the copyright, trademarks, or any other intellectual property rights of ecolyptus or any third party. ecolyptus warrants that the Client’s use of the platform and all other services and/or rights provided by ecolyptus to the Client pursuant to this Agreement shall not infringe any rights of third parties.

5.2. The information, ecolyptus materials, and database made available to you are protected by copyright and other intellectual property rights.

5.3. ecolyptus and its associates reserve full rights to use the data in the database to provide extra services such as recommendations on saving actions, forecasting insights, market information, and new hardware or software services, which may be governed by separate terms, as applicable.

6. Partner’s Obligations and Conduct

6.1. Apart from giving dashboard access to Partner’s customers, any information, materials, and technical know-how available to the Client is provided solely for Partner’s own use, and the Client agrees not to, without our written permission, transfer or sell or attempt to transfer your Client Admin access to or use of the information, materials, or cloud admin platform, or any of your Client rights or obligations under this Agreement, to any other person/company unless: (a) that use is the purpose for which the partnership has been granted, or (b) it is expressly permitted by ecolyptus in writing.

6.2. During this Agreement, Client agrees not to: (a) use the cloud platform, admin platform, information, materials or database fraudulently, in connection with or for purposes of a criminal offence, or otherwise unlawfully; (b) attempt to gain unauthorised access to the information, materials, database or cloud platform or other networks connected to the cloud platform, through any means whatsoever; or (c) modify any of the information, materials, database, or any part of the cloud platform.

6.3. The ecolyptus hardware, where applicable, is solely for use with the ecolyptus services. During and subsequent to this agreement, the Client agrees not to reverse engineer any code, modify, re-use, internally examine, repair, or attempt repair of the ecolyptus hardware and software.

7. Password and Security

7.1. ecolyptus will provide the Client with an account name with a unique username and password to enable the Client to access the service via a designated cloud platform. According to the purchased plan, Client may have the right to create multiple users and assign access rights and plans to those users.

7.2. The Client agrees that: (a) the Client is responsible for maintaining the confidentiality of usernames, passwords, and account details, and is fully responsible for all activities of users, end customers, passwords, or accounts created; and (b) the Client will immediately notify ecolyptus of any unauthorised use of the platform, username, password, or account.

8. Obligations, Hardware Warranties, and Limitation of Liability

8.1. Where applicable, ecolyptus warrants that, as from the date of delivery, the ecolyptus hardware and all component parts are free from any defects in design, workmanship, construction, or materials.

8.2. Specifically, ecolyptus gives the Client no warranty or assurance about the contents of the information, materials, or database. Whilst ecolyptus endeavours to maintain the accuracy and quality of the information, materials, and database, they may be incorrect due to changes out of our control. Therefore any use the Client makes of the information, materials, or database is at Partner’s own risk.

8.3. ecolyptus disclaims all liability in contract (including negligence) or otherwise in connection with the Service for any indirect, incidental, third party, special, or consequential loss, loss of profit, revenue, or savings which may result from the use, delays in use, or inability to use the Service.

8.4. Subject to clauses 8.5 and 8.6 below, each party’s entire liability in respect of all claims arising out of or in connection with this agreement or its subject matter in any month period (considered retrospectively from the date on which the cause of action arose) shall not exceed an amount equal to the sums payable by the Client to ecolyptus in respect of that month period.

8.5. Nothing in this clause 8 or any other provision of this Agreement shall seek to exclude or limit liability for death, personal injury, fraudulent misrepresentation, or any breach of clause 14 (Confidentiality) of this Agreement.

8.6. If ecolyptus believes that the Client has breached any provision of this Agreement, or in the event of the Client’s insolvency or bankruptcy, ecolyptus may, with immediate effect and without notice, terminate this Agreement or suspend access to the Service.

9. Suspension and Termination of Recurring Billing

9.1. This Agreement shall automatically terminate on expiry of the Term.

9.2. If Partner’s account is fourteen (14) days or more overdue, in addition to any of its other rights or remedies (including but not limited to any termination rights set forth herein), ecolyptus reserves the right to suspend Partner’s access to the applicable Service (and any related services) without liability to Client until such amounts are paid in full. ecolyptus also reserves the right to suspend Partner’s access to the Services without liability to Client if Partner’s use of the Services is in violation of the acceptable use policies.

9.3. Client agrees that in case of Suspension or Termination of this Agreement, ecolyptus may stop the data acquisition and will have no liability in case of data loss, Client access loss to the platform, or any other inconveniences caused.

9.4. To terminate a Client agreement with ecolyptus, Client must send an email to sales@ecolyptus.com or by using the in-app support tool. The agreement will be terminated immediately or by the end of the agreement period. A termination notice can also be served by recorded first class post to the registered address of ecolyptus (*).

10. Effect of Termination

10.1. On termination of this agreement for whatever reason, Client must take reasonable steps to delete any proprietary ecolyptus information, and neither the Client nor any third party will make any further use of the platform, or any information and technical and commercial materials.

10.2. Upon termination, clauses 8, 14, 15, and 16 shall continue with full force and effect.

11. Disclaimer

11.1. Subject to the terms of this Agreement, the Service is provided “as is” and all implicit representations and warranties, whether statutory or of any other kind, including without limitation any warranty of merchantability, satisfactory quality, or suitability, are disclaimed to the maximum extent permitted by applicable law. In particular but without limitation:

11.1.1. There is no warranty of the reliability, suitability, quality, adaptability, veracity, availability, precision, or totality of the Service or the Contents (including but not limited to the Report).

11.1.2. There is no warranty that (a) the use of the Service is secure, suitable, uninterrupted, or functioning without errors or in combination with other hardware, software, systems, or data; (b) the Service satisfies its needs or expectations; (c) any stored data is precise or reliable; (d) the quality of any product, Service, information, or other material acquired through the Service satisfies its needs or expectations; or (e) any errors or faults can be corrected.

12. Assignment and Resale

12.1. This Agreement allows the Client to create user access for its customers and employees acting on Client’s direct authority. ecolyptus consents to sub-licence the Service to Partner’s Customers at a price and duration determined by the Client and as recommended by ecolyptus. The Client remains fully responsible for the conduct of its Customers in following the terms of this Agreement.

12.2. ecolyptus may at any time decide to terminate the Agreement immediately and may seek indemnity in the event the Client is identified as providing access to the platform to an ecolyptus competitor.

13. Force Majeure

13.1. Neither party shall be liable for failure to perform any obligation under this agreement if such failure is caused by the occurrence of any unforeseen event or circumstances beyond the reasonable control of such party, including without limitation internet outages, communications outages, fire, flood, war, or act of God.

14. Confidential Information

14.1. Each party (as “Receiving Party”) agrees that all code, inventions, know-how, business, technical, and financial information it obtains from the disclosing party (“Disclosing Party”) constitutes the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any ecolyptus Technology, performance information relating to any Service, and the terms and conditions of this Agreement will be deemed Confidential Information of ecolyptus without any marking or further designation.

14.2. Except as expressly authorised herein, the Receiving Party will (1) hold in confidence and not disclose any Confidential Information to third parties, and (2) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under this Agreement. The Receiving Party may disclose Confidential Information to its employees, agents, contractors, and other representatives having a legitimate need to know (including, for ecolyptus, its subcontractors), provided that such representatives are bound to confidentiality obligations no less protective of the Disclosing Party than this clause 14, and that the Receiving Party remains responsible for compliance by any such representative with the terms of this Section.

14.3. The Receiving Party’s confidentiality obligations will not apply to information that the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may make disclosures to the extent required by law or court order, provided the Receiving Party notifies the Disclosing Party in advance and cooperates in any effort to obtain confidential treatment. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that, upon any such disclosure by the Receiving Party, the Disclosing Party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.

15. Governing Law; Dispute Resolution

15.1. Direct Dispute Resolution. In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement, whether arising in contract, tort, or otherwise (“Dispute”), the parties shall first use their reasonable efforts to resolve the Dispute. If a Dispute arises, the complaining party shall provide written notice to the other party in a document specifically entitled “Initial Notice of Dispute,” specifically setting forth the precise nature of the dispute (“Initial Notice of Dispute”). If an Initial Notice of Dispute is being sent to ecolyptus, it must be emailed to sales@ecolyptus.com and sent via mail to:

Attn: CEO, Ecolyptus Limited. 50 Clanbrassil Street, D08 Y5DC, Dublin, Ireland

15.2. Following receipt of the Initial Notice of Dispute, the parties shall consult and negotiate with each other in good faith and, recognising their mutual interest, attempt to reach a just and equitable solution of the Dispute that is satisfactory to both parties (“Direct Dispute Resolution”). If the parties are unable to reach a resolution of the Dispute through Direct Dispute Resolution within thirty (30) days of the receipt of the Initial Notice of Dispute, then the Dispute shall subsequently be resolved by arbitration as set forth below.

15.3. Arbitration. In the event that a dispute between the parties cannot be settled through Direct Dispute Resolution, as described above, the parties agree to submit the dispute to binding arbitration. By agreeing to arbitrate, the parties agree to waive their right to a jury trial. The arbitration shall be conducted before a single neutral arbitrator, under the rules of a recognised arbitration body agreed by the parties, or in the absence of agreement, the Arbitration Institute nominated by the Irish courts. The arbitrator shall consider the amount in controversy, the complexity of the factual issues, the number of parties, and the diversity of their interests, and whether any or all of the claims appear, on the basis of the pleadings, to have sufficient merit to justify the time and expense associated with the requested discovery.

The arbitration will take place in Dublin, Ireland, but the parties may choose to appear in person, by phone, by another virtual means, or through the submission of documents.

The arbitrator will issue a ruling in writing. Any issue concerning the extent to which any dispute is subject to arbitration, or the applicability, interpretation, or enforceability of this agreement, shall be resolved by the arbitrator. The arbitrator shall apply the substantive law of Ireland.

All aspects of the arbitration shall be treated as confidential, and neither the parties nor the arbitrators may disclose the content or results of the arbitration, except as necessary to comply with legal or regulatory requirements. The result of the arbitration shall be binding on the parties, and judgment on the arbitrator’s award may be entered in any court having jurisdiction. The arbitrator shall award to the prevailing party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration.

16. Miscellaneous

16.1. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck out and the remaining provisions shall remain enforceable.

16.2. The parties confirm their intent not to confer any rights on any third parties by virtue of this Agreement, and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement.

16.3. The failure of either party to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such a right. This Agreement constitutes the entire agreement between Client and ecolyptus in relation to the Service.

16.4. Notwithstanding any other term of this agreement, ecolyptus does not limit or exclude liability for death or personal injury arising from its negligence.

16.5. The ecolyptus website platform gives access to speak to other users and offers links to useful sites. The majority of content posted on the ecolyptus communities is created by members of the public. The views expressed are theirs and, unless specifically stated, are not those of ecolyptus. ecolyptus is not responsible for any content posted by members of the public on www.ecolyptus.com or for the availability or content of any third party sites that are accessible through the ecolyptus online services. Any links to third parties from the ecolyptus website do not amount to any endorsement of that site by ecolyptus, and any use of that site by Client is at Partner’s own risk.