TGDS - Data-as-a-Service Terms

TGDS - Data-as-a-Service Terms

These Data-as-a-Service Terms are effective from 28 November 2024.

1. Scope and Parties. These Data-as-a-Service Terms (the “Agreement”) governs the purchase, access, and use of TGDS from Enter The Grid B.V. (“The Grid”) by the Customer identified on the Order (“Customer”). The terms of this Agreement become effective when The Grid accepts Customer’s order, upon renewal of an order, or upon Customer’s use of TGDS (defined below) (“Effective Date”), and will remain in effect unless terminated under Section 18 (Termination).

2. The Grid Data Service. “The Grid Data Service” or “TGDS” means the data service that The Grid makes available for Customer use through a network connection via an API, as described in the applicable supporting material and other exhibits or attachments that are each made a part of this Agreement (collectively, “Supporting Material”). Further terms of use for TGDS are stated in the Supporting Material. Supporting Material may include service descriptions, data sheets, statements of work and their applicable exhibits, addenda, and attachments and will be linked by, or attached to, this Agreement or the Order (defined below).

3. Orders.  Customer may place orders for TGDS through The Grid’s website or by a separate written agreement referencing this Agreement (each upon The Grid’s acceptance, an “Order”). The term length of each TGDS subscription is stated in the applicable Order (“Term”).

4. Payment & Invoicing. Fees are set out in the Order and are exclusive of taxes unless otherwise quoted. If a withholding tax is required by law, please contact The Grid to discuss. Customer agrees to pay all undisputed invoiced amounts on the payment terms set out in the Order. 

5. Using TGDS. During the applicable Term, Customer may access and use TGDS in accordance with the Order and this Agreement. Customer is responsible for complying with the Order and this Agreement in its use of TGDS and any and all use of TGDS through Customer’s access credentials. Customer agrees to keep confidential its access credentials and promptly notify The Grid of any compromised credentials. 

6. Permitted Use of TGDS. TGDS may be used only for the purposes as described in the TGDS plan, which is set out in the Order (the “TGDS Plan”) and as otherwise set out in the Order. Customer will not: (i) exceed any usage limitations identified in the applicable TGDS Plan; (ii) except to the extent expressly permitted in the TGDS Plan, sell, resell, license, sublicense, lease, rent, or further distribute data received via TGDS; (iii) copy or reproduce any proprietary: feature, function, model, or schema of TGDS; (iv) interfere with or disrupt the integrity or performance of TGDS; (v) use TGDS to disrupt or cause harm to a third party’s system or environment; (vi) access TGDS to build a competitive product or service; or (viii) reverse engineer TGDS. 

7. No Customer-provided Data. TGDS is a data service for use by Customer and does not offer Customer the ability to provide data into TGDS. In other words, The Grid does not host your data for you.

8. No Personal Data in TGDS. TGDS does not contain personal data (information that is related to an identified or identifiable natural person).

9. TGDS Operations. So long as during the Term The Grid does not materially degrade the functionality of TGDS: (i) The Grid may modify the systems and environment used to provide TGDS; and (ii) The Grid reserves the right to make any changes to TGDS that it deems necessary or useful to maintain or enhance the quality or delivery of The Grid’s services to its customers, the competitive strength of, or market for, TGDS, or TGDS’s cost efficiency or performance. The Grid may use global resources, such as group affiliates or third parties in worldwide locations to provide TGDS and perform its obligations.

10. TGDS Operations for other services. The Grid’s ability to deliver other services, such as support services, implementation services, or professional services, will depend on Customer’s reasonable and timely cooperation and the accuracy and completeness of any information from Customer needed to deliver TGDS.

11. Personal Data for Account Administration. As part of having an account for TGDS, The Grid may process personal data related to Customer’s billing, administration, technical, support, and other related purposes. This personal data comes under The Grid’s Privacy Policy at https://thegrid.id/legal/privacy-policy.

12. Publicity. Unless otherwise agreed in the Order, The Grid may identify Customer by its name and logo as a user or customer of TGDS, including on The Grid’s website. The Grid will comply with published brand usage guidelines in its use of names and logos under this section.

13. Confidentiality.

    (a) “Confidential Information” means code, inventions, know-how, business, technical and financial information exchanged under this Agreement, provided that it is identified as confidential at the time of disclosure or should be reasonably known by the receiving party to be confidential due to the nature of the information disclosed and the circumstances surrounding the disclosure. TGDS can contain both confidential and non-confidential information. Confidential Information will be identified either in TGDS itself or in the Supporting Materials.

    
    

    (b) Obligation of Confidentiality. Each party must: (i) hold in confidence and not disclose any Confidential Information to third parties except as permitted by this Agreement; and (ii) use Confidential Information only to fulfil its obligations and exercise its rights under this Agreement. Each party may share Confidential Information only with employees, agents, advisors, or contractors with a need to know to support the purpose of the disclosure, provided that recipients are bound to confidentiality obligations no less protective than this Agreement and that each party remains responsible for compliance by recipients with the terms of this Agreement.

    
    

    (c) Exclusions. The nondisclosure obligations under this Agreement do not apply to information that: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is public knowledge through no fault of the receiving party; (iii) is rightfully obtained from a third party without breach of any confidentiality obligation; or (iv) is independently developed by the receiving party; or (v) a party is required to disclose by law or court order, provided the disclosing party gives advanced notice and cooperates in any effort to obtain confidential treatment for the information.

    
    

    (d) Remedies. The parties acknowledge that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and so the parties are entitled to appropriate equitable relief in addition to any other remedies each may have at law.

    
    

14. Warranty. The Grid will provide TGDS by qualified personnel and in a workmanlike manner consistent with the Order. To the extent permitted by law, The Grid disclaims all other warranties. The Grid does not warrant that TGDS will be uninterrupted or error free. If The Grid provides Customer with a free-of-charge term, TGDS is provided “as is” and to the extent permitted by law, The Grid disclaims all warranties.

15. Intellectual Property Rights. No transfer of ownership of any intellectual property will occur under this Agreement. 

16. Limitation of Liability. The Grid’s liability to Customer under this Agreement is limited to the amounts paid or payable by Customer to The Grid under the Order in the 12 months immediately preceding the first incident giving rise to liability. This limit applies collectively to The Grid, its employees, directors, subsidiaries, contractors, and suppliers. Neither Customer nor The Grid will be liable for lost revenues or profits, or indirect, special, or consequential costs or damages. This provision does not limit either party’s liability for: death or bodily injury caused by their negligence, acts of fraud, nor any liability which may not be excluded or limited by applicable law. Neither party will be liable for performance delays or for non-performance due to causes beyond its reasonable control, except for payment obligations. If The Grid provides Customer with a free-of-charge Term, TGDS is provided “as is” and to the extent permitted by law, The Grid is not responsible for any loss or damage to Customer, its customers, or any third parties caused by TGDS.

17. Suspension. The Grid may suspend access to TGDS on 5 days prior written notice if Customer fails to make payments when due. The Grid may suspend Customer’s access to TGDS if Customer breaches Sections 5 (Using TGDS), and, 6 (Permitted Use of TGDS) of this Agreement or Customer’s use of TGDS is in violation of applicable law. Customer remains responsible for applicable fees during the suspension, and Customer will not be entitled to service credits during any suspension.

18. Termination. Either party may terminate this Agreement on written notice if: (i) the other party fails to meet any material obligation and fails to remedy the breach within a reasonable period after being notified in writing of the details; (ii) continuing the Term would cause a party to breach applicable law; or (iii) the other party becomes insolvent; or seeks protection under a bankruptcy, receivership, trust deed, creditors’ arrangement (or comparable proceedings) or if such a proceeding is instituted against that party and not dismissed within 60 days. Any terms in the Agreement that by their nature extend beyond termination or expiration of the Agreement will remain in effect until fulfilled and will apply to both parties' respective successors and permitted assigns.

19. Effect of Expiration or Termination. Except for termination for cause, termination of this Agreement does not entitle Customer to any refund, and payment obligations are non-cancelable. Upon expiration or termination of the Term, except as otherwise provided in the Order, The Grid may disable all Customer access to TGDS.

20. General. This Agreement represents the entire understanding with respect to its subject matter and supersedes any previous communication or agreements that may exist. Modifications to this Agreement will be made only through a written amendment signed by both parties. Nothing in this Agreement confers on any third party the right to enforce any provision of this Agreement. This Agreement is governed by the laws of The Netherlands and the parties submit to the exclusive jurisdiction and venue of courts located in The Netherlands. If applicable, the parties agree to the jurisdiction of the Netherlands Commercial Court in Amsterdam with proceedings in English.