Subscription and End User Terms
1. Introduction
1.1 These Terms govern your use of:
1.1.1 SmartOtis Platform: Web management portal and API for managing customer installations, viewing alerts, and accessing reports.
1.1.2 SmartOtis Discovery: Web portal for analyzing energy usage data and providing insights into digital energy consumption and carbon footprint.
1.2 By accepting these Terms, you agree to them. Read carefully before using the platforms. If you do not agree, do not use them.
1.3 Silverethics, a company registered in India, is responsible for these services.
1.4 Definitions:
1.4.1 “We, our, us”: Refers to Silverethics.
1.4.2 “You, your”: Refers to the subscriber or any user of the platforms.
1.5 If using the platforms on behalf of an employer or business:
1.5.1 You must have the legal authority to bind them.
1.5.2 You agree to these Terms on their behalf.
1.6 Personal information is used according to the privacy policy found at Silverethics Privacy Policy.
1.7 Save or print these Terms for future reference.
2. Grant and Scope of License
2.1 All intellectual property rights in the SmartOtis Platform, SmartOtis Discovery, and the software used to operate them are owned by us or our licensors. These rights are protected by global intellectual property laws and treaties. All rights are reserved.
2.2 We grant you a non-transferable, non-exclusive, revocable license to use the SmartOtis Platform and/or SmartOtis Discovery (as applicable), provided you comply with these Terms and any referenced documents. Additionally:
2.2.1 If you access the SmartOtis Platform and/or SmartOtis Discovery under a separate agreement (a “Customer Agreement”) with us or another authorized party, your license is contingent on the payment of all amounts due under that agreement.
2.2.2 If you are using the SmartOtis Platform and/or SmartOtis Discovery on a trial basis (“Free Trial”), your use is subject to the terms of that Free Trial. We may, at our discretion, determine your eligibility for a Free Trial and may withdraw or modify the trial at any time.
2.3 Your use of the SmartOtis Platform and SmartOtis Discovery is limited to personal use or internal business operations. For the SmartOtis Platform, this includes the right to integrate it with your internal IT systems via the SmartOtis Platform API.
3. Account
3.1 To access the SmartOtis Platform and/or SmartOtis Discovery, you must register for an Account (“Account”). You must be at least 18 years old to register.
3.2 During registration, we will request certain information from you (such as your name and email address). You will also need to create a password, which you must keep confidential and not share with any third party.
3.3 You agree that:
3.3.1 All information you provide in connection with your Account is complete and accurate, and you have the right to provide it.
3.3.2 You are the person whose details you have provided.
3.3.3 You will notify us promptly of any changes to the information you have provided.
3.4 You are responsible for maintaining the confidentiality of your Account and password, and you must not share your Account details with others. You are liable for any unauthorized use of your login information. If you become aware of any actual or suspected unauthorized use of your Account or any security breach, you must notify us immediately by contacting [email protected].
3.5 We reserve the right to suspend or disable any Accounts and/or passwords at our discretion if we reasonably believe you have not complied with these Terms.
4. Use of the SmartOtis Platform and SmartOtis Discovery
4.1 You agree to:
4.1.1 Ensure that your network and systems comply with the specifications we provide from time to time for using the SmartOtis Platform and/or SmartOtis Discovery.
4.1.2 Be solely responsible for acquiring, maintaining, and securing your network connections and telecommunications links from your systems to our data centers, as well as for any issues, delays, delivery failures, or other losses related to your network connections or the internet.
4.1.3 Use the SmartOtis Platform and SmartOtis Discovery only for lawful purposes and in a manner consistent with these Terms.
4.1.4 Avoid using the SmartOtis Platform and SmartOtis Discovery in a way that is illegal or causes harm to any person or property.
4.1.5 Not transmit material that is defamatory, offensive, or objectionable.
4.1.6 Refrain from transmitting any false, fraudulent, or misleading information.
4.1.7 Not transmit sexually explicit material.
4.1.8 Avoid transmitting discriminatory material based on race, gender, color, religion, sexual orientation, or disability.
4.1.9 Respect our rights and those of any third party, including intellectual property rights.
4.1.10 Not alter, modify, or incorporate the SmartOtis Platform and SmartOtis Discovery with other programs.
4.1.11 Not copy, reproduce, or resell any part of the SmartOtis Platform and SmartOtis Discovery.
4.1.12 Not provide access to the SmartOtis Platform and SmartOtis Discovery to any third party without our prior written consent.
4.1.13 Not disassemble, decompile, reverse-engineer, or create derivative works based on the SmartOtis Platform and SmartOtis Discovery, except as permitted by law.
4.1.14 Avoid using automated means to scrape, frame, mirror, or republish the SmartOtis Platform and SmartOtis Discovery.
4.1.15 Not collect or harvest information from the SmartOtis Platform and SmartOtis Discovery or attempt to decipher any server transmissions.
4.1.16 Not rent, lease, sub-license, loan, translate, merge, adapt, vary, or modify the SmartOtis Platform, SmartOtis Discovery, or any related login credentials, unless otherwise agreed.
4.1.17 Not access the SmartOtis Platform and SmartOtis Discovery to build a competing product or service.
4.2 We do not guarantee that the SmartOtis Platform and SmartOtis Discovery will be entirely secure or free from bugs or viruses. It is your responsibility to configure your devices and use appropriate virus protection software.
4.3 We may monitor your usage of the SmartOtis Platform and/or SmartOtis Discovery to ensure compliance with agreed usage limits. If monitoring reveals that these limits have been exceeded, we may charge you or the party who granted you access for any excess usage fees as outlined in our Customer Agreement.
5. Subscriptions
5.1 You must be at least 18 years old to place an order for a subscription to SmartOtis Discovery (“Order”).
5.2 Your Order represents an offer to enter into a subscription agreement for SmartOtis Discovery (“Subscription”). This Order becomes legally binding once we confirm it, forming a new and separate Customer Agreement between us.
5.3 With a Subscription, you may designate a specified number of users to access SmartOtis Discovery (“Authorised Users”) as indicated during the Order process. You agree that each Authorised User login is for the exclusive use of one individual. If an Authorised User’s login is reassigned to another person, the previous Authorised User will no longer have access to SmartOtis Discovery.
5.4 Unless terminated or cancelled in accordance with these Terms, your Subscription will last for one year (“Initial Term”). It will automatically renew for additional one-year periods (“Renewal Periods”) at the end of each Initial Term. For example:
If you subscribe on January 25, the Initial Term is from January 25 of the current year to January 24 of the following year. Each Renewal Period will be from January 25 of one year to January 24 of the next year.
5.5 You can cancel your Subscription by contacting us via the contact information provided in clause 17 or reaching out to your relationship manager. The cancellation will take effect at the end of the Initial Term or the current Renewal Period.
5.6 We may terminate your Subscription immediately and without refund if:
5.6.1 You fail to pay any amount due under these Terms by the due date.
5.6.2 You breach any material term of these Terms and do not remedy the breach (if possible) within seven days of our notice, resulting in suspension of access to your Subscription until either the breach is resolved to our satisfaction or we terminate these Terms.
5.6.3 We reasonably believe that your use of the Subscription infringes third-party rights or involves fraudulent activity.
6. Charges and Payment
6.1 The charges for your Subscription (“Charges”) are specified during the Order process.
6.2 The Charges include the subscription price and any applicable Taxes.
6.3 You must pay the Charges for the Initial Term and each subsequent Renewal Period upfront at the beginning of that term.
6.4 If a pricing error is identified in the price or Charge stated for your Order, we are not obligated to provide the Subscription at the incorrect price, even if the Order has been accepted. If we notify you of the error, you may choose to continue your Subscription at the corrected price or cancel it.
6.5 If you have a Free Trial and wish to continue accessing SmartOtis Discovery after the trial period, you will need to pay the annual subscription fee.
6.6 If you exceed the number of Authorised Users or other agreed usage limits during your Subscription, we will charge you excess usage fees at our current rates.
6.7 We reserve the right to change the Charges from time to time and will provide you with advance notice as specified in clause 8.
6.8 Payments can be made using Visa, MasterCard, American Express, PayPal, Direct Debit mandate, BACS, or other methods specified during the Order process. You confirm that the payment card or bank account used is yours or that you have the account holder’s authorization to use it.
6.9 You authorize us to collect payments on an annual basis (as applicable) for the duration of your Subscription, including any additional amounts arising under clauses 6.6 and 6.7 (such as GST or other taxes).
6.10 You agree to provide accurate and up-to-date payment and account information for all payments to us. You must promptly update your account and payment details, including your email address and Payment Method, to ensure that transactions can be completed and you can be contacted as necessary.
6.11 We may offset any amounts you owe us against any amounts payable to you, without limiting our other rights or remedies.
7. Third Party Products
7.1 You acknowledge that the SmartOtis Platform and/or SmartOtis Discovery may allow you to access content and interact with third-party products and services (“Third Party Products”) at your own risk. We make no representations and assume no responsibility regarding: (i) the content or interactions with Third Party Products; and (ii) any agreements you enter into with third parties.
7.2 We may provide licenses to Third Party Products as part of our service. You acknowledge that: (i) Third Party Products are provided by external service providers; (ii) use of Third Party Products is governed by the terms set by the relevant third party provider; and (iii) we are not liable for any loss or damage resulting from your use of Third Party Products.
8. Changes
8.1 We reserve the right to modify, update, or replace these Terms by posting changes on our website. You are responsible for checking our website for updates. If you have an Account, we will notify you at least ten (10) days in advance of any changes. If you do not agree with the revised Terms, you may cancel your Account. Note that any obligations under a Customer Agreement or a Free Trial will remain unless otherwise agreed upon.
8.2 By continuing to use the SmartOtis Platform and/or SmartOtis Discovery after changes to these Terms, you agree to the revised Terms. If you do not agree, you should cease using the SmartOtis Platform and/or SmartOtis Discovery.
9. Limitation of Liability
9.1 Nothing in these Terms limits or excludes our liability for:
9.1.1 death or personal injury caused by negligence;
9.1.2 fraud or fraudulent misrepresentation; or
9.1.3 any other matter where it is unlawful to limit or exclude liability.
9.2 The SmartOtis Platform and SmartOtis Discovery may link to third-party websites or services not controlled by us. We do not assume responsibility for their content and will not be liable for any loss or damage resulting from your use of them.
9.3 Subject to clause 9.1:
9.3.1 We are not liable for any loss or damage arising from: (i) your inability to use the SmartOtis Platform and/or SmartOtis Discovery; (ii) incompatibility with your software or hardware; or (iii) reliance on content displayed on the SmartOtis Platform and/or SmartOtis Discovery.
9.3.2 We are not liable for any loss of profits, business, goodwill, data corruption, or any special, indirect, or consequential loss.
9.3.3 Our total liability for any loss or damage in connection with these Terms is limited to the greater of: (i) the total fees paid by you under a Customer Agreement.
9.4 You agree to indemnify and hold us harmless from any losses, costs, liabilities, or expenses resulting from:
9.4.1 any use of our intellectual property rights not in accordance with these Terms; and/or
9.4.2 any breach of these Terms.
10. Suspension and Termination
10.1 We may temporarily suspend the SmartOtis Platform and/or SmartOtis Discovery for maintenance, security measures, or to address system issues.
10.2 Interruptions to the SmartOtis Platform and/or SmartOtis Discovery may occur due to factors outside our control, such as internet issues, power outages, or third-party system problems.
10.3 If you breach these Terms, we may:
10.3.1 issue a warning;
10.3.2 suspend or terminate your Account;
10.3.3 withdraw your access to the SmartOtis Platform and/or SmartOtis Discovery, temporarily or permanently;
10.3.4 seek reimbursement for costs resulting from your breach, including legal and administrative costs;
10.3.5 take further legal action; and/or
10.3.6 report the breach to law enforcement if necessary.
10.4 If we withdraw your right to use the SmartOtis Platform and/or SmartOtis Discovery:
10.4.1 all rights granted under these Terms will terminate; and
10.4.2 you must immediately cease all use of the SmartOtis Platform and/or SmartOtis Discovery.
10.5 You may cancel your agreement by contacting us as specified in clause 17 or through your relationship manager. If you cancel your Account before the end of the Initial Term or a Renewal Period, your Subscription will also be canceled, and you and any Authorised Users will lose access to SmartOtis Discovery.
10.6 Termination of these Terms does not affect any rights, remedies, or obligations that have accrued up to the date of termination.
11. Confidentiality
11.1 Both parties may receive or disclose Confidential Information. The recipient must apply security measures to the Confidential Information at least as stringent as those applied to its own Confidential Information and use it solely for the purposes outlined in these Terms.
11.2 “Confidential Information” refers to information designated as confidential or that would reasonably be considered confidential given the context, including information disclosed by affiliates.
12. Events Beyond Our Control
12.1 Events beyond our control may disrupt the SmartOtis Platform and/or SmartOtis Discovery, such as internet interruptions, power outages, or third-party system issues.
12.2 If our performance is delayed due to such events, we will inform you and attempt to minimize the delay but will not be liable for breaches caused by circumstances beyond our control, including strikes, network breakdowns, or natural disasters.
13. Compliance
13.1 You must comply with all applicable laws, regulations, and conditions related to these Terms, including any licenses, registrations, or approvals.
13.2 You agree not to engage in activities that would facilitate offenses under the Bribery Act 2010.
13.3 You must adhere to technology control and export laws applicable to the technology supported by the SmartOtis Platform and SmartOtis Discovery.
14. Energy Data and Data Protection
14.1 We are entitled to connect to your Smart Meter and use the data provided to deliver our services.
14.2 We rely on third-party information for understanding your energy usage and are not liable for inaccuracies in such data.
14.3 We prioritize data privacy and use your personal information as outlined in our privacy policy (https://www.silverethics.com/privacy-policy).
14.4 We collect Smart Meter data, addresses, names, job titles, usernames, email addresses, mobile numbers, and cookies for service provision.
14.5 To withdraw consent, contact your relationship manager or email [email protected]. We aim to respond within 5 working days.
14.6 Upon consent withdrawal and agreement termination, we will remove your personal data but may retain it for marketing purposes for up to three years, giving you an opt-out option. Smart Meter data will be anonymized and retained for five years post-termination.
14.7 For data protection queries, contact at [email protected].
15. Other Important Information
15.1 Feedback provided through the SmartOtis Platform and SmartOtis Discovery (excluding Order or Subscription communications) will be considered non-confidential. We may use it freely for various purposes, including product development and marketing.
15.2 Each clause of these Terms operates independently. If any clause is deemed unlawful, the remaining clauses will remain in effect.
15.3 Delays in enforcing these Terms do not waive our right to enforce them later. Inaction or delay in addressing breaches does not prevent us from taking action in the future.
16. Governing Law and Jurisdiction
16.1 These Terms are governed by English law, which applies to all disputes related to the SmartOtis Platform and/or SmartOtis Discovery.
16.2 Any disputes arising from these Terms will be settled exclusively by the courts of India.
17. Contact
17.1 If you need to contact us for any reason, please use the following contact methods:
Email: [email protected]