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PowerRadar® - Terms and Conditions for Data Services

PowerRadar Help CenterLegal

1. GENERAL

Panoramic (a Centrica Company) makes the Data Services available in connection with Customer’s purchase of certain Products from Panoramic, any Centrica Company or an Authorised Reseller.  These Terms and Conditions govern the provision of Data Services relating to the Products on Panoramic’s energy management platform (PowerRadar®) which is accessed remotely by Customer. These Terms and Conditions do not cover the supply or other terms relating to Products, which are provided under contracts entered into by the Customer. THESE TERMS AND CONDITIONS ARE AN ELECTRONIC AGREEMENT AND CONSTITUTE A LEGALLY BINDING CONTRACT. BY USING THE DATA SERVICES, YOU, ON BEHALF OF THE CUSTOMER, CONSENT TO ENTER INTO THIS AGREEMENT, ACCEPT AND AGREE THAT CUSTOMER IS BOUND BY ALL THE TERMS OF THIS AGREEMENT AND REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO CONSENT TO SUCH TERMS ON BEHALF OF THE CUSTOMER.

Customer may not access the Data Services if it is a direct competitor, except with Panoramic’s prior written consent. In addition, Customer may not access the Data Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

Term

Definition

“Authorised Reseller” 

Shall mean any entity which is authorised by Panoramic to sell Products to the Customer. 

"Centrica Company" 

Shall mean any subsidiary undertaking (being interpreted in accordance with section 1162 of the UK Companies Act 2016) of Centrica plc. 

“Confidential Information”

Means all information of a confidential or proprietary nature relating to the business, prospects or activities of the party in question which is given to, generated by, or otherwise comes into the possession of the other party in the course of the receipt or provision of the Data Service. 

"Customer"

Shall mean the entity which has connected and activated the Products with the Data Services Software. 

"Customer Marks"

Means trademarks, trade names, service marks or other branding elements supplied by Customer for use in connection with Data Services where Panoramic supplies a Customer- branded version of Data Services. 

"Data Services"

Means the online functionality or any part of it on PowerRadar® platform provided by Panoramic in relation to the Products as accessed through the Panoramic hosted servers by means of service user interface or designated application programmable interface (API) or any data services, reports and/or insights specifically provided (where applicable, for additional fee) by Panoramic to the Customer under any agreement. 

“Data Services Software” 

Means the software used by Panoramic to provide Data Services. 

"Marks" 

All trademarks, trade names and service marks, design elements, trade dress and the look and feel used with or associated with Data Services.

“Panoramic” 

Means Panoramic Power Ltd 15 Atir Yeda St., Kfar Saba 446312, Israel. 

“Panoramic Technology” 

Means Panoramic’s proprietary technology, including PowerRadar®, Data Services Software, Data Services, software tools, hardware designs, firmware, algorithms, user interface designs, architecture, class libraries, objects and documentation (both printed and electronic), network designs, know-how, trade secrets and any related intellectual property or proprietary rights throughout the world (whether owned by Panoramic or licensed to Panoramic from a third party) and also including any derivatives, improvements, enhancements or extensions of Panoramic Technology conceived, reduced to practice, or developed during the term of these Terms and Conditions. 

"Products"

Means energy generation, energy supply, energy usage, vehicle charging management and monitoring or asset optimisation solutions, products and or services marketed by a Centrica Company (including via an Authorised Reseller) from time to time which are capable of being connected with the Data Services Software. 

“Usage Data”

Means, collectively, raw data relating exclusively to Customers' Products which has measurement set-up for Customer through the Data Services, together with any notifications or reports provided by Panoramic to Customer in the course of providing Data Services, all solely where presented in a manner that identifies Customer identity. 

2. TERM

Subject to the terms and conditions herein, the Customer shall have access to the Data Services relevant to the Products for the applicable period set out in the contract (including any extensions thereof) for the purchase of such Products (the “Term”).

3. INTELLECTUAL PROPERTY OWNERSHIP

3.1 Use of Panoramic Technology

  1. Except for the limited use rights expressly granted herein, these Terms and Conditions do not transfer from Panoramic to Customer any Panoramic Technology, and all right, title and interest in and to Panoramic Technology, will remain solely with Panoramic. Panoramic Technology, including, without limitation, its products and services, are protected by patents pending as well as, when applicable, copyrights.

  2. Except to the extent allowed by applicable law, Customer may not directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to derive source code or other trade secrets relating to Panoramic Technology. There are no implied licenses under these Terms and Conditions, and any rights not expressly granted to Customer hereunder are reserved by Panoramic.

  3. Panoramic Power and PowerRadar® are trademarks of Panoramic. With the exception of Customer Marks, Marks are the sole and exclusive property of Panoramic. Customer will not at any time do or permit any act to be done which may in any way impair Panoramic's rights in the Marks. All other trademarks are the property of their respective owners.

3.2 Usage Data, Retention, Analytics

  1. Usage Data
    Customer retains all rights, title and interest in and to the Usage Data. Usage Data will be used by Panoramic, Centrica Company, relevant Authorised Reseller (unless otherwise agreed by the Customer) and third party service providers to provide and to improve the Data Services. Panoramic may transfer Usage Data to entities in the same and other jurisdictions in connection with such efforts. The terms of Panoramic’s privacy policy from time to time (accessible at Panoramic Privacy Policy) shall apply for any personal data.

  2. Retention 
    During the Term of this Agreement, Usage data shall be available from the date of their creation: 
    i. for a rolling period of six months at the maximum data resolution of 1 data point / 5 minutes;
    ii. for a rolling period of one year at a maximum data resolution of 1 data point / 1 hour; and
    iii. for a rolling period of five years at a maximum resolution of 1 data point / 12 hour.

    Usage data older than five years is archived offline. Offline data can be provided to Customer upon specific request for additional fee. 
    Following termination or expiry of this Agreement, within a period of two years, available offline data can be provided to the Customer to download but additional fees may apply.

  3. Analytic Data
    Panoramic shall have the unrestricted right to generate averaged data, aggregated data, benchmarks, comparisons or recommendations using Usage Data, and to generate other calculations, derivatives, using, containing or referencing Usage Data, and aggregate Usage Data with or without data relating to third parties (all of the foregoing and the product of such activities referred to collectively herein as “Analytic Data”). All rights, title and interest in Analytic Data shall be held solely by Panoramic. Panoramic and each Centrica Company shall have the unrestricted right to use, exploit, transfer, lease, sell or otherwise commercialize Analytic Data for any and all purposes without notice or obligation to Customer, provided that Analytic Data does not indicate the identity of Customer. Customer shall have no right to consideration or any other right arising from the creation or exploitation of Analytic Data.

4. PANORAMIC DUTIES AND RESPONSIBILITIES

4.1 Panoramic Services

Subject to Customer's compliance with these Terms and Conditions and payment of all amounts due (where applicable) to Panoramic, Centrica Business Solutions Company or an Authorised Reseller in connection with Data Services, Panoramic agrees to use commercially reasonable efforts to provide the Data Services in accordance with these Terms and Conditions.

4.2 WARRANTY

  1. Panoramic shall use reasonable commercial efforts consistent with prevailing industry standards to minimize errors and interruptions in the Data Services, provided that:

    1. Products are installed and Data Services and Products are used, each strictly in accordance with the applicable documentation and these Terms and Conditions (including, without limitation, use of Products in the unmodified form in which they are received);

    2. Timely payment of all amounts due (where applicable) in respect of Data Services or any part of it; and

    3. Customer is not in default of any provision of these Terms and Conditions or the terms of any other obligations relating to Data Services to which Customer is bound, and

    4. Data Services may be temporarily unavailable for scheduled maintenance, for unscheduled emergency maintenance, or because of causes beyond Panoramic's reasonable control. Panoramic will not be liable as a result of these temporary loss of Data Services. 

  2. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, THE DATA SERVICES ARE PROVIDED ON AN "AS IS" BASIS, AND CUSTOMER'S ACCESS AND USE OF THE DATA SERVICES IS AT ITS OWN RISK. PANORAMIC DOES NOT MAKE, AND HEREBY DISCLAIMS, TO THE MAXIMUM EXTENT ALLOWED UNDER ENGLISH LAW ANY AND ALL EXPRESS AND/OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. PANORAMIC DOES NOT WARRANT THAT THE DATA SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. IN THE EVENT OF ANY BREACH OF THE WARRANTIES UNDER THIS SECTION 4, CUSTOMER’S SOLE REMEDY IS TERMINATION PURSUANT TO SECTION 8 OF THESE TERMS AND CONDITIONS.

4.3 Disclaimer

Under no circumstances shall Panoramic be liable, either in contract, tort, warranty, strict liability, negligence or under any statute, regulation or any other theory for: (i) unauthorized access, alteration, theft, corruption, loss, or destruction of or to Customer’s or its end user’s files, databases, or network; (ii) the content of the information sent to or received from the server providing the Data Services; or (iii) the downtime or lack of performance quality with respect to the ISP providing connectivity or any third party software used to provide remote access. Customer acknowledges that use of Data Services is at Customers' own risk, and that when using the Data Services, information will be transmitted over a medium which is beyond the control and jurisdiction of Panoramic. Panoramic shall have no liability for or relating to the delay, failure, interruption, or corruption of any data or other information transmitted in connection with Data Services. Panoramic makes no warranties, or representations as to the accuracy, reliability or otherwise with respect to such information, and assumes no liability or responsibility of any kind for omissions or errors. In no event shall Panoramic be liable for any damages (including, without limitation, incidental and consequential damages, loss of anticipated savings, lost profits, or damages resulting from lost data or business interruption) resulting from the use or inability to use the Data Services, whether based on warranty, contract, tort, or any other legal theory, and whether or not Panoramic is advised of the possibility of such damages. In the event that Data Services are disrupted, Panoramic will make reasonable efforts to notify Customers at the e-mail address Panoramic maintains as its primary contact address. However, in the event of a natural or technological disaster, malfunction or other disruption of the Data Services, Panoramic may not have the ability to notify Customers of the outage or disruption.