Analysis of energy consumption and CO₂ emissions of your real estate portfolio

ANALYSE

Planning and creation of the optimized concept for modernization and energy supply for your properties

PREPARE

Provision, installation and commissioning of plant technology and sequential renovation of the building shell

IMPLEMENT

Monitoring and intelligent operational management as well as billing of energy consumption

OPERATE

A holistic solution for PV systems and tenant electricity without equity capital.

PV FASTLANE

Our solutions

Everything you need to know about our company

About us

Press releases, images etc. for journalists

Press

Blog articles about the climate neutral real estate industry

Blog

The most important information for applicants

Career

Contact

Company & Career

AMPEERS ENERGY GMBH GENERAL TERMS AND CONDITIONS FOR SAAS SERVICES

Ampeers Energy GmbH, Nymphenburger Str. 107a, 80636 Munich ("Ampeers Energy") provides SaaS services in the field of energy management and billing for the customer.

1.1 The subject matter of the contract is the provision of the software mentioned in the offer (from now on referred to as "SOFTWARE") by Ampeers Energy in the respective current version for use via the Internet (Software-as-a-Service, "SaaS") and, if applicable, the granting of storage space on the servers of Ampeers Energy, as exclusively described in more detail in the offer and the service description. Ampeers Energy shall provide the customer with the use of the SOFTWARE at the router exit of the respective data center of Ampeers Energy ("Handover Point"); the SOFTWARE shall always remain on the server of Ampeers Energy. Ampeers Energy shall not owe the guarantee of the data connection between the Delivery Point and the IT systems of the Customer. The customer is responsible for the technical requirements for receiving and using the SOFTWARE.

1.2 Ampeers Energy is permitted to use subcontractors to provide its services. The subcontractors shall be employed in accordance with the requirements of German law (e.g. data protection, minimum wage, child labor). For subcontractors explicitly listed in the offer as optional additional services (e.g. hardware or managed services), their GTCs shall apply.

1.3 The design of the front end is reserved for Ampeers Energy and will be continuously optimized to improve the user experience. The presentation of the SOFTWARE shall be adapted by Ampeers Energy - and as far as possible from Ampeers Energy's point of view - to the customer's corporate design. For this purpose, the customer shall submit appropriate materials such as logo, standardized templates, etc., which may be further adapted upon agreement, and hereby grants all necessary rights to Ampeers Energy, which accepts the same.

1.4 In addition, the customer shall have the option to book further existing or future developed services for a fee. The parties shall agree separately on the scope of services and pricing.

1.5 The service provision includes customer service for support in the use of the SOFTWARE. The scope and more detailed customer service conditions are outlined in Annex A. 

1.6 Realized projects may be used by the parties in mutual interest for marketing purposes after prior agreement. Information on the special pricing conditions of the cooperation is expressly excluded from this and is to be treated confidentially between the parties.

2.1 Ampeers Energy grants the customer the non-exclusive, non-transferable right, which may only be sublicensed to service providers used by the customer for the performance of its business activities, to use the SOFTWARE designated in this agreement for the duration of the contract within the scope of the SaaS services as intended via the Internet.

2.2 Neither the customer receives the object or source code of the SOFTWARE nor does he receive the documentation of algorithms and further documents, which would mean a disclosure of the implemented software or its rights.

2.3 The customer is not entitled to make the SOFTWARE available to third parties for use against payment or free of charge or to decompile the SOFTWARE. Thus, the customer is explicitly not allowed to sublease the SOFTWARE. This does not affect the provision in § 2.1. 

2.4 All extensions, further developments, adaptations, additions or other changes to the SOFTWARE, including the creation of new modules or plug-ins, as well as all other work results created based on or in connection with or on the occasion of this agreement and the rights associated therewith (collectively the "Work Results"), shall be the exclusive property of Ampeers Energy. This shall also apply to Work Results, which are partly or wholly based on suggestions, contributions, customer specifics, orders, know-how, trade secrets or orders of the customer. As a precautionary measure, the customer grants Ampeers Energy, which accepts this, the exclusive, irrevocable, compensated, transferable, sublicensable right, unrestricted in terms of content, space and time, to reproduce, rework, distribute, publicly reproduce and otherwise exploit the work results, in each case including reworkings, in all known and as yet unknown types of use, including SaaS, and waives any naming rights. Ampeers Energy shall also be entitled to apply for patents or trademarks, or other industrial property rights. The customer shall perform any acts of cooperation.

§ 3 Duties of Ampeers Energy, Scope of Functions and Warranty

3.1 In addition to the services referenced in Section 1.1, Ampeers Energy shall also maintain the SOFTWARE. 

3.2 The availability of the SOFTWARE is 98% on a monthly average related to the calendar month. The SOFTWARE is not available if it cannot be used by the customer, although the technical requirements for receiving the SOFTWARE at the delivery point and for its use by the customer are ensured. Ampeers Energy shall maintain the SOFTWARE; any associated restriction of use shall not be taken into account in the calculation of availability. Ampeers Energy shall carry out maintenance and servicing work at times when there is usually little use. It shall announce such work at least three days in advance by means of a notice in the SOFTWARE or by e-mail unless it is essential to carry it out at other times or to carry it out immediately without notice, for example, for reasons of IT security.

3.3 If errors occur in the software, they shall be categorized based on the error classes listed in Annex B. The Parties shall jointly perform the error categorization. The Parties shall jointly perform the error categorization with due commercial care. If the Parties disagree, Ampeers Energy shall provisionally determine the error category. This shall initially govern the response and resolution times defined in Exhibit B. Ampeers Energy shall process the error according to the error category. This shall not affect the right of each party to object to the other party's error categorization within five business days. 

3.4 Ampeers Energy will back up the data stored in the SOFTWARE at least weekly. 

3.5 The functional scope of the SOFTWARE can be found in the respective service description. If the customer requests a modified, additional or reduced scope of services, Ampeers Energy shall examine this. In principle, all changes to the scope of services shall be documented, communicated and scheduled. If Ampeers Energy wishes to comply with the request for an adjustment of the scope of services, it shall, at its discretion, submit a written offer to the customer for the conclusion of an order. The offer shall result, in particular, in changes to the remuneration and the originally agreed schedule. The offer shall become effective upon the customer's written order, and Ampeers Energy shall commence with the performance. The scope of services results from the offer and, if there is no contradiction to the offer, from the service description. Orders placed with other project participants (e.g. an architect or project manager) working for the customer shall only apply if the customer expressly confirms them in writing.

§ 4 Obligations of the Customer, Provision of Required Information

4.1 The customer shall cooperate in the adaptation to the customer-specific requirements and in the commissioning of the SOFTWARE. The customer shall immediately notify Ampeers Energy in writing of any defects/faults in the SOFTWARE. 

4.2 The customer is solely responsible for the reception at the delivery point and the use of the SOFTWARE. The customer is obligated not to store any illegal contents, contents violating the laws, official requirements or rights of third parties on the storage space provided, if any. The customer is obligated to prevent unauthorized access of third parties to the protected areas of the SOFTWARE by appropriate, state-of-the-art precautions. Ampeers Energy shall be notified immediately of any unauthorized access. For this purpose, the customer shall, to the extent necessary, instruct its employees to comply with IT security. 

4.3 The Customer shall be obliged to check its data and information for viruses or other harmful components before entering them and to use state-of-the-art measures (e.g. virus protection programs) for this purpose. 

4.4 The customer will receive access data for the access and use of the SOFTWARE. Passwords defined by the customer or his employees must consist of at least eight characters, upper and lower case letters, numbers and special characters. The customer is obliged to keep the access data and passwords secret and to protect and keep them safe from access by third parties according to the state of the art. 

4.5 The Customer shall provide all necessary cooperation without delay.

5.1 A down payment of the setup fee (gross), in the amount of 50%, shall be due upon signing the offer. Ampeers Energy shall issue a further invoice for the remaining 50%, then due as soon as Ampeers Energy has declared the SOFTWARE installation to be completed. 

5.2 In addition to the charges under Section 5.1, Ampeers Energy shall charge an annual flat fee, either in the form of a "pay-per-use fee" per integrated meter (AE Local Supplier) or a "license fee" per integrated microgrid (AE District Manager). The amount of the annual flat fee is based on the prices agreed in the offer and is calculated in advance for one year at a time. The "pay-per-use fee" to be paid is thereby based on a joint estimate by Ampeers Energy and the customer and is determined prior to the regular start of operation of the SOFTWARE. At the end of a calendar year, the actual usage by Ampeers Energy will be determined based on the SOFTWARE, and an offset will take place against the annual upfront payment.

5.3 All invoices issued shall be due for payment without any deductions after a period of 14 days after receipt. 

5.4 Objections to the invoicing of the services provided by Ampeers Energy shall be raised by the customer in writing with Ampeers Energy within a period of eight weeks after receipt of the invoice. After the expiry of the aforementioned period, the invoice shall be deemed to have been approved by the customer. Ampeers Energy shall specifically draw the customer's attention to the significance of its conduct when sending the invoice.

§ 6 Conclusion of contract, term, termination

6.1 The contract shall commence on the date stated on the order and shall be valid for an indefinite period. 

6.2 The contract may be terminated by either party with three months' notice to the end of a contractual year. Ordinary termination shall be excluded in the first two years after the conclusion of the contract. 

6.3 The right of termination without notice for good cause shall remain unaffected. A termination without notice requires in any case that the other party is previously warned in writing and unsuccessfully requested to eliminate the alleged reason for termination without notice within a reasonable period of time. Insignificant defects of the SOFTWARE as well as insignificant violations of the availability clause from § 3 of these GTCs, do not entitle the customer to terminate the contract without notice.

6.4 Termination shall only be possible in writing by a signed letter sent by post. 

6.5 After termination of the contract, the parties undertake to hand over all documents and information provided by the other party under this contract.

7.1 In the event that services of Ampeers Energy are used by unauthorized third parties using the customer's access data, the customer shall be liable for any fees incurred thereby within the scope of civil liability until receipt of the customer's order to change the access data used or notification of its loss or theft and immediate blocking by Ampeers Energy, provided that the customer is at fault for the access of the unauthorized third party. 

7.2 Ampeers Energy is entitled to immediately block the use of the SOFTWARE if there is a reasonable suspicion that the use is illegal and/or infringes third-party rights. A reasonable suspicion of illegality and/or infringement of rights exists, particularly if courts, authorities and/or other third parties inform Ampeers Energy of such suspicion. Ampeers Energy shall immediately notify the customer of the block and the reason for it. The block shall be lifted as soon as the suspicion is invalidated.

7.3 The strict liability for defects of the SOFTWARE already existing at the time of the conclusion of this agreement is excluded. 

7.4 In the event of any damage caused by slight negligence, Ampeers Energy shall only be liable in the event of a breach of a contractual obligation, the fulfillment of which characterizes the contract and on which the customer may rely, as well as limited to the damage typical for the contract and foreseeable, and furthermore - in the aggregate for all events giving rise to damage in one year - limited to half of the sum of the fees for this year. Sentence 1 shall not apply to damages resulting from injury to life, body or health or in cases of mandatory liability, in particular liability under the Product Liability Act or fraudulent concealment of a defect. 

7.5 Ampeers Energy shall not be liable for loss of profit, loss of production, interruption of operations, contractual claims by third parties, loss of use, financial expenses and consequential damages.

7.6 Neither a corporate nor a commercial agency relationship shall arise between Ampeers Energy and Customer as a result of this agreement.

8.1 The Customer shall be responsible for compliance with the GDPR towards its customers and contractual partners.

8.2 Should Ampeers Energy process personal data on behalf of the customer, the Parties shall conclude a commissioned processing agreement provided by Ampeers Energy within the meaning of Art. 28 DSGVO.

8.3 The Parties shall be entitled to disclose the fact of their cooperation. The provisions of § 1 shall remain unaffected.