(1) gridX GmbH, Oppenhoffallee 143, 52066 Aachen, a Germany registered with the AachenDistrict Court under HRB 20494 (hereinafter referred to as "gridX") performs digital energy management services for its distribution partners, with which it has concluded partner agreements or agreements for a proof of concept (POC) (hereinafter collectively referred to as"Partners"). The aforesaid services include the distribution of so-called gridBoxes and other hardware to the Partner (hereinafter collectively referred to as "gridX Products"). The Partner uses these gridX Products himself or distributes them to third party users (the using persons hereinafter collectively referred to as "Users").
(2) Depending on the gridX Products made available to the Partner, certain functions of these products (hereinafter referred to as "Function Packages") may be managed by the Partner via an online platform operated by gridX (hereinafter referred to as "gridX Platform"). As a precondition for the management of such Function Packages via the gridX Platform, (i) theUser needs to connect the respective gridX Products to the Internet and (ii) the Partner needs to register on the gridX Platform and conclude a Usage Agreement with gridX according to these Platform Terms of Use of gridX GmbH (hereinafter referred to as "Terms of Use").
(3) The use of the functions of the gridX Platform by the Partner in the context of the UsageAgreement does not involve any separate costs for him. gridX does not make any assurances with regard to particular Platform functions apart from those expressly named in these Terms of Use.
(1) Parties: The Parties to the Usage Agreement are gridX and the Partner.
(2) Conclusion of the Usage Agreement: By logging in the first time using the Partner login provided by gridX, the Partner agrees to the conclusion of a Usage Agreement according to these Terms of Use. In this way, the Usage Agreement of which these terms of use are also a binding part comes into existence.
(3) Obligations in electronic transactions: Section 312i (1) sentence 1 no. 1 to 3 of the GermanCivil Code (BGB) shall not apply. These Terms of Use can be downloaded from: https://xenon.gridx.ai/
(4) Subject matter of the usage relationship: The subject matter of the usage relationship is the provision of functions for the management of certain Function Packages of gridX Products via the gridX Platform. The subject matter does not include the transfer of data outside the data centres of gridX (the inbound/outbound routers are relevant) or the assurance of a particular economic success or of the suitability for a particular purpose.
(5) Free of charge: The Partner does not incur any costs from the conclusion of this UsageAgreement. Any costs incurred for the purchase of the gridX Products or of any FunctionPackages are subject to separate agreement. However, the use of the management functions of the gridX Platform may result in additional costs for the Partner, including, but not limited to, third-party Internet and data transfer fees.
(6) Other terms and conditions: Terms and conditions of the Partner that conflict with or deviate from these Terms of Use are expressly not accepted, unless gridX expressly agrees to their applicability in writing. This shall apply even if the Partner, in his communication with gridX, makes reference to his own terms and conditions and gridX does not expressly reject such.Even if gridX refers to a message (physical or electronic) that contains or makes reference to terms and conditions of the Partner or of a third party, this shall not be construed as acceptance of the applicability of those terms and conditions. The inclusion of such terms and conditions of the Partner is hereby proactively rejected.
gridX shall comply with the rules of applicable data protection law. With respect to the processing of personal data that arise from the use of the gridX Platform, the controller is gridX. The information pursuant to Art. 13 GDPR can be accessed here: https://www.gridx.ai/privacy-policy
With regard to the Partner login to the gridX Platform, the following shall apply:
(1) During the registration process, the Partner shall select a secure access password for his Partner login. A secure password contains uppercase and lowercase letters as well as special characters and numeric characters.
(2) The Partner login may only be used by the Partner himself. The Partner shall not permit any third party to use the login.
(3) The Partner shall keep the login credentials for his Partner login secret and shall take state-of-the-art measures to protect them from unauthorised access. Should the Partner learn of abusive access to his login credentials or to his User login or if the facts give rise to suspicion in this regard, he shall without delay inform gridX of this.
(4) The Partner may only use the Partner login for purposes of the intended use and not in a way that would endanger the gridX Platform or the data stored through it or that would infringe on third-party rights or in any other unlawful way.
(1) gridX may block the Partner login if
a) unauthorised access to the gridX Platform has taken place or has been attempted via the respective Partner login(s) or there is valid reason to fear that this could happen;
b) the gridX Platform or other systems of gridX or the data stored on the systems or on thePlatform have been damaged due to abuse of the respective Partner login(s) or have been used for attacks on third-party systems or if one of the aforesaid actions has been attempted or there is valid reason to fear that this could happen; or
c) actions in breach of contract or other unlawful actions have been performed via the respective Partner login(s) or have been attempted or there is valid reason to fear that this could happen.
(2) The blocking may continue until the underlying reason is definitely eliminated. The Partner cannot derive any rights from this against gridX.
(1) Specific functions and properties of the gridX Platform are only assured to the Partner if these are expressly included in contractual agreements between gridX and the Partner. For the avoidance of doubt: The mere provision of certain functions does not represent an assurance that these will be made available by gridX on a permanent basis.
(2) In the interest of all Users of the gridX Platform, gridX always endeavours to improve the gridX Platform and expand it in a meaningful way in order to continually increase its benefits. gridX expressly reserves the right to further develop the gridX Platform during the Agreement term.In the context of the further development, gridX may e.g. modify the user interface and the functionality made available via the Platform logins, add or remove functions and modify designs, input screens and other elements of the user interface (collectively referred to as"Further Developments"). The Partner cannot demand specific Further Developments or continued use of a particular version of the gridX Platform. The Partner cannot derive any claims against gridX from any implemented Further Developments, provided that no functions or properties contractually assured to him become unavailable or are impaired due to these Further Developments and he does not suffer any unacceptable disadvantages with regard to the use of the Platform due to the Further Developments.
The Partner is not granted any rights of use for the gridX Platform or any other software elements that the gridX Products including but not limited to the gridBoxes access in connection with the functions of the gridX Products and the gridX Platform. These are exclusively made available by gridXon an SaaS basis. The Partner expressly acknowledges gridX's ownership of the rights.
The availability of the gridX Platform is governed by the agreements made with the Partner in the context of the Partner Agreement or the agreement on the proof of concept (service level agreement).
(1) Function Packages can only be managed via the gridX Platform with gridX Products that have been duly activated.
(2) Function Packages that can be managed via the gridX Platform offer Users functional and qualitative added value. However, the operability depends on numerous factors including data transfers and third-party systems. When using gridX Products, this shall be taken into consideration. In particular, it shall be made sure that
a) systems and equipment controlled via the gridX Products have protective functions that protect the systems and equipment from damage due to mal-operation via the aforementioned gridX Products and Function Packages;
b) power circuits that the gridX Products or equipment or systems that are controlled with the help of gridX Products are connected to are duly equipped with fuses in order to ensure protection from damage in the event of control errors or equipment malfunction.
(3) The Partner is responsible for obtaining any regulatory, administrative and/or other permits, approvals or rights required for his use and utilization of Function Packages and their management via the gridX Platform by him and shall ensure that these are upheld during the entire term of the Usage Agreement. If such are not on hand or if they expire, the Partner cannot derive any rights from this against gridX. Furthermore, the Partner shall make sure that he uses the gridX Platform and his login in compliance with applicable laws as well as regulatory, administrative and/or other requirements, permits and approvals.
(1) gridX shall be liable exclusively according to the following regulations, no matter what the legal basis may be.
a) gridX shall only be liable for intent and gross negligence. In the event of slight negligence, gridX shall be liable only in the case of a breach of a material contractual obligation whose fulfilment is essential to the due performance of the Usage Agreement and on whose fulfilment the Partner may always rely (cardinal obligation). In this context, gridX shall be liable only for foreseeable damage whose occurrence must typically be expected. This also applies to lost profit and unrealised savings. No liability will be accepted for other remote consequential damage.
b) The limitation of liability of gridX shall not apply in the event of injury to life, body and/or health or in the case of liability under the German Product Liability Act (ProdHaftG).
c) Moreover, gridX shall not be liable for malfunction and loss of quality of the data transfer on the Internet for which gridX is not responsible and that impairs or prevents the use of functions of web-based services and other Internet-based services.
d) To the extent that the liability of gridX is excluded or limited, this shall also apply to the liability of the employees, other staff members, representatives and agents of gridX.
(2) No Party shall be liable for any events of force majeure that make the contractual performance impossible, even if such events merely impair the due performance of theAgreement to a significant extent or hinder it temporarily. Force majeure comprises all circumstances that are independent from the will and influence of the Parties, such as terror attacks, embargo, confiscation, natural disasters, strike, official orders including orders in connection with epidemics or other serious and unforeseeable circumstances for which the parties are not responsible. In this context, a circumstance will be regarded as force majeure only if it occurs after the conclusion of the Usage Agreement.
The Partner may only offset undisputed or legally established claims against claims of gridX against the Partner. This shall not apply to receivables that exist vis-à-vis each other within the scope of contracts concluded between the parties on the basis of mutuality.
Transfer or assignment of rights or obligations under this Usage Agreement is subject to the prior written approval of the other Party.
(1) The usage relationship runs for an indefinite term and may be terminated by either Party with 6 (six) months' notice, effective at the end of the month. If the Partner deletes his login or if he requests gridX to close it, this will be deemed a termination of the Usage Agreement.
(2) The right to termination with immediate effect for good cause remains unaffected. From the perspective of gridX, good cause will be deemed to be on hand if the Partner breaches his obligations from section 4. Any other claims that gridX may have against the Partner due to his breach of obligations remain unaffected.
(3) To be effective, notices of termination must always be given in writing or text form.
(1) gridX reserves the right to amend these Terms of Use
a) insofar as gridX is under the obligation to ensure compliance of the Terms of Use with applicable law, especially if the relevant legal situation changes;
b) if this is required for gridX to comply with a court order or an official decision that is binding for gridX;
c) if the amendments are merely advantageous for the Partner or are of a purely technical or procedural nature, without bringing any disadvantages for the Partner; or
d) due to unforeseeable changes that are not caused by gridX and over which gridX does not have any influence and that disturb the balance that existed at the conclusion of the Agreement to an extent that is not insignificant.
(2) The amended Terms of Use will be sent to the Partner, highlighting the respectiveamendments. If the User does not object within 3 (three) weeks of the receipt of theamended Terms of Use, his approval of the respective amendments will be deemed granted.In the notification containing the amendments, gridX will specifically draw the Partner'sattention to the significance of the period determined.
(1) The contract languages are German and English.
(2) Unless the Parties expressly agree otherwise, the Usage Agreement shall be governed byGerman law, under exclusion of the UN Convention on Contracts for the International Sale ofGoods (CISG).
(3) As far as this is permitted by law, the courts at the location of the registered office of gridX(currently Aachen, Germany) shall have exclusive jurisdiction over all disputes from or in connection with the Usage Agreement.
(4) Should individual provisions of these Terms of Use be fully or partially invalid or unenforceable or become invalid or unenforceable after the conclusion of the Agreement, this shall not affect the validity of the other provisions. Instead, the Parties shall endeavour to agree a substitute regulation that comes as close as possible to the effects of the invalid or unenforceable regulation in a legally permissible and economic way. The above provisions shall also apply if these Terms of Use should turn out to have gaps.
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