Fronius Solar.web Business Terms and Conditions of Use (hereinafter Terms and Conditions of use)
valid from [*]
|"Service package(s)"||refers to the scope of services specified in the relevant order form or on our website;|
|"Fee“||has the meaning defined in Section 9;|
|"Force majeure"||means force majeure events, including lightning strikes, earthquakes and storms, strikes or other industrial unrest, sabotage, war, terrorism, unrest, landslides, flooding, fire, current peaks, power outages or other electrical anomalies, pandemics, epidemics, machine breakages or accidents, orders issued by a court or government authority or changes to the law in the country where SOLAR.WEB BUSINESS is provided, or any other cause that is not within the sphere of influence of the person claiming force majeure and that the person claiming force majeure cannot overcome by exercising due diligence;
|"Customer"/"you“||refers to a natural or legal person who obtains a license for the use of SOLAR.WEB BUSINESS and is the Contractual Partner under this Agreement;|
|"User“||refers to employees or contractors of the customer who are authorized by the customer to access SOLAR.WEB BUSINESS in accordance with the Agreement;|
|"(License) Agreement"||refers to the agreement concluded between the Contractual Partner and FRONIUS, comprising these TERMS AND CONDITIONS OF USE and the registration or order form;|
|"Entrepreneur"||is a natural or legal person or a partnership with legal capacity that is performing its commercial or self-employed professional activity when concluding a legal transaction.|
- Exclusively these TERMS AND CONDITIONS OF USE, as well as the SOLAR.WEB TERMS AND CONDITIONS OF USE (available under: https://www.solarweb.com/Home/TermsAndConditions ) and any other FRONIUS terms and conditions expressly referenced in SOLAR.WEB BUSINESS, apply to the use of SOLAR.WEB BUSINESS and associated services.
- Any deviating or additional terms and conditions are not binding on us, even if we do not object to them in specific cases, unless we explicitly acknowledge them. In this case, they shall apply only to the relevant individual agreement.
- SOLAR.WEB BUSINESS is offered exclusively to "entrepreneurs". By placing an order, you confirm that you and your users are performing your professional activity as an entrepreneur.
3. Registration; Contract text; Contract Language
- An existing SOLAR.WEB account is required to register in SOLAR.WEB BUSINESS. We check the registration data against any data in our existing customer database in order to simplify the registration process and for verification purposes. We reserve the right to refuse registration without specifying the reasons for doing so; this is the case in particular if details were/are incorrect or we are unable to complete the registration – for whatever reason.
- By entering the data indicated as mandatory in the registration or order form and submitting the form by clicking on "Buy" or signing and returning it to us, you are making a legally binding offer to conclude an agreement on the use of SOLAR.WEB BUSINESS.
- During the registration process, you accept the exclusive application of the TERMS AND CONDITIONS OF USE by clicking on the relevant checkbox or by signing. If any mandatory information is missing during registration, you will be alerted to this. To verify your e-mail address, you are required to confirm your address by clicking on the link in the e-mail that we send you for this purpose. You will immediately receive e-mail confirmation of the receipt of your application for registration.
- When registering for and using SOLAR.WEB BUSINESS, all the information you provide must be correct and complete. By registering, you confirm that you are an entrepreneur and/or have the necessary authorization from your company to make legally binding declarations; you indemnify and hold FRONIUS harmless in this respect.
- There is no entitlement to the registration for and use of SOLAR.WEB BUSINESS. We are entitled to refuse registration. The license agreement is concluded only when you receive our registration confirmation by e-mail or we sign your order form.
- You may view and print these TERMS AND CONDITIONS OF USE at any time in your user account settings.
- We offer the TERMS AND CONDITIONS OF USE, registration and contract conclusion in various contract languages, which are available on our website.
4. Access Data; Assigning Access rights
- Upon registration, you will have access to the SOLAR.WEB BUSINESS user account, which you can access using your access data (user name and password). The access data can be modified at any time via the password-protected user account. You are obligated to keep your customer data up to date at all times to enable contact.
- You must take suitable precautions to prevent unauthorized access to protected areas of the personal user account by third parties; in particular, access data must not be disclosed to unauthorized third parties. You are responsible for the security of your access data and shall notify us immediately in the event of any suspected unauthorized use of the access data.
- Once you have successfully registered, you have the option of assigning access rights for SOLAR.WEB BUSINESS to other persons in your company ("users"). You warrant that you are authorized to register other users and shall obligate these users to comply with these TERMS AND CONDITIONS OF USE. You shall bear sole responsibility for use by the users and for access to SOLAR.WEB BUSINESS.
- To the extent that you provide details for the assignment of roles and rights (as "Owner," "Supervisor," or "Guest" – the rights associated with each role are detailed here you confirm that you have the relevant rights from the end customer or system owner or instruct or have instructed the end customer or system owner to truthfully assign the roles in FRONIUS SOLAR.WEB; furthermore, you confirm that you are authorized to process the end customer's or system owner's data within the scope of SOLAR.WEB BUSINESS; you indemnify and hold FRONIUS harmless in this respect and in all other respects in relation to the information you provide and any related violations of third-party rights, regardless of culpability.
5. Granting of Rights; Scope of Services; Requirements for Use and Limitations of Use
- In accordance with these TERMS AND CONDITIONS OF USE, we grant you the non-exclusive, time-limited right to use SOLAR.WEB BUSINESS for the intended purpose during the term of the Agreement.
- We offer SOLAR.WEB BUSINESS as a website for use via a web browser ("browser version"), accessible via the URL https://app.solarweb.business. An internet connection is therefore required to use SOLAR.WEB BUSINESS. We are not responsible for the internet connection or the network used.
- SOLAR.WEB BUSINESS is essentially a fleet management and analysis portal for photovoltaic systems that are fitted with FRONIUS inverters and registered in SOLAR.WEB, and is intended for entrepreneurs. SOLAR.WEB BUSINESS enables you to maintain an overview of the photovoltaic systems that you manage and to manage these systems centrally.
- The SOLAR.WEB BUSINESS service packages specified on the website essentially describe the scope of the relevant service.
- The selected service package can be viewed and adapted at any time in the account settings for SOLAR.WEB BUSINESS.
- You are responsible for ensuring that the technical requirements for using SOLAR.WEB BUSINESS are met. The browser versions below represent the minimum technical requirements:
- You shall ensure that the use of SOLAR.WEB BUSINESS does not exceed the limitations of use defined in this Agreement and shall be liable for any excessive use in accordance with the applicable fee conditions.
- You must comply with all laws and regulations that apply to you and the use of SOLAR.WEB BUSINESS. In particular, you must not:
|Google Chrome||Latest Version|
|Mozilla Firefox||Latest Version and extended support release (ESR)|
|Microsoft Edge||The two latest main versions|
|Safari||The two latest main versions|
|iOS||The two latest main versions|
|Android||The two latest main versions|
- use SOLAR.WEB BUSINESS in any way other than that expressly defined by this Agreement;
- (re)license, publish, rent, or lease SOLAR.WEB BUSINESS, make SOLAR.WEB BUSINESS available to third parties via networks or by other means such as online, make SOLAR.WEB BUSINESS available as part of a time-sharing arrangement, or act as a service bureau or offer subscription services with respect to SOLAR.WEB BUSINESS;
- copy, decompile, decode, or deconstruct SOLAR.WEB BUSINESS or attempt to derive or create the source code;
- use SOLAR.WEB BUSINESS in an inappropriate or illegal manner, e.g., by entering or uploading unlawful data or content; we are not obliged to check this content or use for compliance with the law; or
- compromise or disrupt the integrity or performance of SOLAR.WEB BUSINESS, e.g., by using viruses, worms, or other malicious code or by putting unreasonable strain on our systems through increased request activities, nor shall you circumvent access restrictions or perform security or vulnerability tests on the service.
- Owing to the technical design, in particular because SOLAR.WEB BUSINESS is available exclusively via the internet, there may be interruptions to availability and times when the service is unavailable, e.g., in the event of disruptions to public communication networks or power outages. We do not owe the continuous availability of SOLAR.WEB BUSINESS and are entitled to limit usage, either in part or in full, or to terminate use if required in view of capacity limitations, security or integrity. Furthermore, SOLAR.WEB BUSINESS will be unavailable, either in full or in part, during maintenance periods (e.g., when installing new software); we will endeavor to perform planned maintenance during low-use periods as far as possible. However, we provide no guarantee or other binding commitment with regard to the availability of SOLAR.WEB BUSINESS.
- To the extent required to maintain contractual conformity and in particular the security of SOLAR.WEB BUSINESS, we shall make updates available and shall notify you accordingly.
- We are continuously developing SOLAR.WEB BUSINESS further and shall make the latest version of SOLAR.WEB BUSINESS available to you during the agreed term. We are entitled to modify and adapt the scope of services, including the software provided, in particular in the event of technological developments or changes prescribed or required by law or for other similar reasons. If changes constitute a major disadvantage to you, we shall notify you no later than two months in advance of the change. In this case, you have a special right of termination with a notice period of one month to the date of the change. This right of termination is the only legal remedy available to you in relation to such changes.
- As far as technically possible, we shall resolve any software errors that arise within a reasonable period of time. An error exists if SOLAR.WEB BUSINESS does not provide the main functions defined in the specification of services.
8. Support Contact
- Any support requests are to be directed to email@example.com. You are required to notify us of any software errors that you discover without delay at this address.
- Where customer support is required, our international and national Fronius Technical Support teams (TSI/TSN) or the Technical Support teams of national FRONIUS subsidiaries in the customer's region may access user data via the TSI portal and view data relevant to the customer, as well as modify this data. If necessary, for example for error analysis, Technical Support may also take over the customer login and log in, act, and intervene as the customer. We reserve the right to contact the customer or user by e-mail and/or telephone for support cases.
9. Fee and payment conditions
- You are required to pay the fee specified on our website and/or on our order form in accordance with the agreed payment conditions. The prices valid at the time of ordering shall apply. Unless specified otherwise, all prices are exclusive of applicable taxes and duties. If we initially make SOLAR.WEB BUSINESS available without charging a separate fee, we are entitled to start charging a fee for the continued availability of the service in the future, subject to granting you a reasonable period of notice. In this case, you have a special right of termination with effect from the time when the fee is introduced. This right of termination is the only legal remedy available to you in relation to such changes.
- We are entitled to make changes to the cost structure and to adapt the fee accordingly during the term of the Agreement. If changes constitute a major disadvantage to you, we shall notify you no later than two months in advance of the change. In this case, you have a special right of termination with a notice period of one month to the date of the change. This right of termination is the only legal remedy available to you in relation to such changes. If you do not make use of this right, the new price is deemed to be agreed.
- The payment methods are specified at the start of the order process. The sole payment method available is electronic invoicing. The electronic invoice is sent in advance on a monthly or annual basis to the e-mail address provided by the user for this purpose. By registering, you give your consent to this process.
- Unless otherwise agreed, our claims are due and payable 30 days after receipt of the invoice. In the event of default in payment (including default for which the Contractual Partner is not responsible), we are entitled to charge default interest equal to 10 percentage points above the applicable base rate announced by the Austrian National Bank, but at least 12% per annum. Furthermore, we may also assert claims for other damages incurred for which the Contractual Partner is responsible, in particular the necessary costs for appropriate extra-judicial debt collection measures, provided that these are proportionate to the claim being collected.
- You have the right to set-off only insofar as your counterclaim is legally established or undisputed. This prohibition of set-off does not apply to counterclaims that result from a defect and arise from the same contractual relationship as our claim. You are entitled to exercise a right of retention to the extent that your counterclaim arises from the same contractual relationship.
- If invoices remain unsettled despite a warning being issued and a 14-day deadline being set (= qualified default in payment), we are entitled to terminate the services and block access to SOLAR.WEB BUSINESS (Section 15.).
- If SOLAR.WEB BUSINESS is being used free of charge (e.g., if the customer is given free trial access or in the event of free use for test purposes), we only provide a warranty in respect of software defects that have been maliciously concealed by us; any further warranty is excluded.
- We otherwise guarantee that SOLAR.WEB BUSINESS will remain in conformance with the Agreement for the duration of the term of the Agreement in accordance with Sections 6 and 7. We do not guarantee that SOLAR.WEB BUSINESS will function continuously and fault-free in this respect. If we are unable to rectify a defect within a reasonable period of time, you shall set a reasonable grace period. If this grace period passes without the defect being rectified, you may reduce the fee by a reasonable amount or, in the case of significant defects, are exempt from payment.
- Our warranty does not in any case apply to errors caused by the use of SOLAR.WEB BUSINESS in a hardware or software environment that does not meet the requirements specified by us or caused by you making changes or modifications that you are not legally entitled to make or that we have not consented to in advance at least in text form.
- Except in the case of personal injury and/or mandatory liability regulations (e.g., Product Liability Law), we are liable exclusively in the event of damage arising from willful intent or gross negligence.
- Our liability for damages and reimbursement of expenses in the event of slight negligence is excluded unless we have breached a material contractual obligation, that is an obligation that must be fulfilled in order for the Agreement to be properly executed or that you may generally rely on being fulfilled. In this event, our liability is limited to five times the monthly fee and to the damages that are typical for this type of Agreement and that we had to anticipate when concluding the Agreement based on the circumstances known to us.
- To the extent permitted by law, our liability for lack of economic success, indirect or consequential damage caused by defects, damage to reputation, and other immaterial damage is excluded.
- The liability provisions specified above apply to the same extent to the benefit of our management bodies, legal representatives, employees, and other vicarious agents.
- The Contracting Parties shall treat all data received during the execution of the Agreement, as well as information, documents, and business and trade secrets of which they become aware in relation to the other Contracting Party in connection with the fulfillment of the Agreement, as confidential and shall not disclose it to any third parties, with the exception of affiliated companies (parent companies and subsidiaries) and persons who are subject to professional secrecy, unless statutory disclosure requirements exist or the information needs to be disclosed to execute this Agreement.
- The Contracting Parties shall contractually commit employees as well as any commissioned third parties to this confidentiality obligation. If one of the Contracting Parties neglects to impose the confidentiality obligations, it shall be liable for all resulting damages, including any lost earnings.
- The confidentiality obligation as defined in this section also remains in place after this Agreement is terminated, for whatever reason, for a period of three years after termination.
13. Intellectual Property; Third-Party Rights
- You acknowledge that we or our licensor retain all rights to the intellectual property and the service that we provide, the documentation and all associated materials and derived works. We do not transfer or assign any property rights and we retain all rights that are not expressly granted in this Agreement. This License Agreement entitles you to use the services exclusively in line with the need for the functionalities offered and to the extent authorized to do so.
- If third parties assert claims that prevent or impede your contractual use of SOLAR.WEB BUSINESS, you shall notify us in detail without delay. If a third party brings action against you on account of your use of SOLAR.WEB BUSINESS in accordance with the Agreement, you shall coordinate all subsequent steps taken with us and shall take procedural action, in particular acknowledgments and settlements, only with our consent. If third-party intellectual property rights are violated, we shall indemnify you from damages and costs insofar as the claims are not the result of a breach of duty on your part; in the latter case, you shall indemnify us, regardless of culpability. In all these cases, you shall support us to the best of your ability, in particular by providing the relevant information and submitting statements. We are entitled to modify SOLAR.WEB BUSINESS at any time such that an infringement claim no longer exists. If it is not possible to make such a change, you must stop using SOLAR.WEB BUSINESS immediately upon request and we are entitled to block access, whereby no fees are due from the time that usage is stopped. The agreed limitations of liability apply (Section 11).
14. Data Protection
- Insofar as we act as a processor under data protection law (as defined in Art. 28 GDPR) in the context of SOLAR.WEB BUSINESS, this personal data is processed in accordance with the data processing agreement available here, which is considered to be agreed at the same time as the conclusion of these terms and conditions.
15. Exclusion and Limitation of Use
- We reserve the right to define separate access requirements for individual SOLAR.WEB BUSINESS services and to exclude users who do not or no longer fulfill these requirements from the use of these services or not to enable these services for such users in the first place.
- We are entitled to restrict or completely suspend access to SOLAR.WEB BUSINESS if you misuse SOLAR.WEB BUSINESS (see Section 5), are in default on payment (see Section 9), or are otherwise in breach of the TERMS AND CONDITIONS OF USE. You are not entitled to claims for compensation in such cases.
- Furthermore, we are entitled to restrict or suspend access if this is required in order to comply with laws, regulations, or official or court orders. We shall resume provision of the service when the cause of the suspension is resolved.
16. Term; termination; Legal Succession
- If you have selected the annual payment option, the Agreement may be terminated by either Contracting Party with one month's notice to the end of a contract year. The date on which confirmation of registration is issued is decisive in this respect. If you have selected monthly payment, the Agreement may be terminated by either Contracting Party after six months and thereafter at the end of a month, in each case with one month's notice. If you are using a free version of SOLAR.WEB BUSINESS, ordinary termination of the Agreement is possible at any time, with 14 days' notice.
- To terminate the Agreement, it is sufficient to send notice of termination via e-mail to the specified contact address; in our case, to: firstname.lastname@example.org. Alternatively, you can initiate termination by clicking on the relevant option in the settings for SOLAR.WEB BUSINESS.
- Our right to block access and to take other measures in accordance with Section 15 remains unaffected.
- The right to extraordinary termination for good cause remains unaffected for both parties. Good cause is deemed to exist if, for example:
- the other Contracting Party is in breach of its obligations under this License Agreement (including not paying the fee on the date due) and the breach is not remedied within 30 days of receipt of a request from the non-breaching party to remedy the breach; or
- insolvency proceedings are initiated against the other party.
- Upon termination of the License Agreement, the user account will be deactivated and you will no longer be able to use the service. The user account and all related data will be deleted as soon as it is no longer required to fulfill the contractual purpose, however no later than one year after the Agreement is terminated. This does not apply to data that we are legally obliged to retain or that we have a legitimate interest in retaining, for example to prevent a new registration after a justified block.
- The rights and obligations of the Contractual Partner under this Agreement may not be transferred to a third party, either in whole or in part, without FRONIUS' prior written consent. FRONIUS may transfer its rights and obligations under this Agreement to any person following written notification of the Contractual Partner.
17. Choice of Law; Place of Jurisdiction
- Unless otherwise agreed at the time of registration, the law of the Republic of Austria applies, to the exclusion of its conflict of law rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG).
- The exclusive place of jurisdiction for all disputes arising from and in connection with this Agreement is 4600 Wels, Austria. If, however, the License Agreement is concluded with a Fronius company other than Fronius International GmbH, as specified on the order form or during the registration process, the competent court in the place where this Fronius company's registered office is situated has sole jurisdiction. However, we are also entitled to bring legal action at the court with jurisdiction for your registered office.
18. General Provisions
- Should individual provisions be ineffective or unfeasible or become so after conclusion of the Agreement, the effectiveness of the remaining provisions shall not be affected. The ineffective provision must be replaced by one that matches the commercial purpose of the original provision as closely as possible.
- Neither of the Contracting Parties is liable for the non-fulfillment of an obligation under this Agreement if this non-fulfillment is due to an act or circumstance that is outside of the relevant Contracting Party's control or is due to force majeure.
ANNEX 1 – LIST OF CONTRACTUAL PARTNERS AND COUNTRY-SPECIFIC CONDITIONS
|For contractual partners with registered office in:||FRONIUS company as contracting party
|Albania, Andorra, Anguilla, Antigua and Barbuda, Argentina, Armenia, Aruba, Austria, Bahrain, Bangladesh, Barbados, Belarus, Belgium, Bermuda, Bonaire, Burkina Faso, Sint Eustatius, Saba, Bosnia and Herzegovina, Bulgaria, Cambodia, Chile, Colombia, Congo, Democratic Republic (Kinshasa), Croatia, Cuba, Curaçao, Cyprus, Denmark, Dominica, Dominican Republic, Ecuador, Egypt, Estonia, Finland, Georgia, Ghana, Grenada, Guyana, Haiti, Hong Kong, Hungary, Iceland, Indonesia, Iran, Iraq, Israel, Jamaica, Jordan, Kazakhstan, Kenya, Kosovo, Kuwait, Latvia, Lebanon, Lithuania, Luxembourg, Macedonia, Madagascar, Malawi, Malaysia, Mali, Malta, Moldova, Montenegro, Montserrat, Myanmar, Namibia, Netherlands, Nigeria, Norway, Oman, Pakistan, Palestinian territories, Peru, Philippines, Qatar, Romania, Russia, St. Lucia, St. Martin, Saudi Arabia, Serbia, Singapore, Slovenia, South Africa, South Korea, Sri Lanka, St. Kitts and Nevis, St. Vincent and the Grenadines, Sweden, Taiwan, Tanzania, Thailand, Trinidad and Tobago, Tunisia, Uganda, Ukraine, United Arab Emirates, American Virgin Islands, Uruguay, Vietnam, Virgin Islands, British, Yemen, Zambia, Zimbabwe
FRONIUS International GmbH
FRONIUS Deutschland GmbH
Fronius Straße 1
|Australia, New Zealand||
FRONIUS Australia Pty Ltd
90-92 Lambeck Drive
Tullamarine VIC 3043
FRONIUS Polska Sp. z o. o.
ul. Gustawa Eiffel`a 8
|Italy, San Marino, Vatican City||
FRONIUS Italia S.r.l. a Socio Unico
Via dell'Agricoltura 46
37012 Bussolengo (VR)
|Puerto Rico, United States of America||
FRONIUS USA LLC
6797 Fronius Drive
46368 Portage, IN
FRONIUS Espana S.L.U.
C/ Miguel Faraday 2
ES-28906 Getafe (Madrid)
|Belize, Costa Rica, El Salvador, Guatemala, Honduras, Mexico, Nicaragua, Panama||
FRONIUS México S.A. DE C.V.
Ctra. Monterrey-Saltillo 3279, Col.Privadas de Santa Catarina
Santa Catarina Nuevo León, CP 66367
|Algeria, France, Monaco, Morocco, Wallonia (French-speaking region of Belgium)||
FRONIUS France S.A.R.L.
ZAC du Moulin 8, rue du Meunier
BP 14061, 95723 Roissy CDG Cedex
FRONIUS Hellas Monoprosopi I.K.E.
Γεωργίου Παπανδρέου 141
GR-14452 Μεταμόρφωση Αττικής
|Czech Republic, Slovakia||
FRONIUS Česká republika s.r.o.
381 01 Český Krumlov
|Ireland, United Kingdom
FRONIUS U.K. Limited
Maidsone Road, Kingston
Milton Keynes, MK10 0BD
FRONIUS Schweiz AG
Oberglatterstrasse 11, Industriegebiet Meienbreiten
FRONIUS Canada Ltd.
2875 Argentia Road, Units 3-6
Mississauga, ON L5N 8G6
FRONIUS India PVT. LTD
GAT no 312, Nanekarwadi, Chakan,
Taluka- Khed District
Pune 410 501
FRONIUS Istanbul Elektronik Ticaret ve Servis LTD. ŞTİ.
Aydınlı Mah. Birlik O.S.B. Batı cad. 3.sok. No:1
34953 Tuzla Istanbul
FRONIUS do Brasil Comércio, Indústria e Servicos Ltda
Rua José Martins Fernandes
601 Batistini, São Bernardo do Campo, SP