1. GENERAL

1.1. Subject of the Agreement

1.1.1. The Solar Planner is a software product owned by AI-nergy ApS, with registered seat in Denmark, 2200 Copenhagen, Rådmandsgade 40C, 06. 150, VAT ID: DK43071432 (the “AI-nergy”) for subscription-based use of primarily commercial and enterprise users intended to assist in planning and designing the rooftop solar and battery plants. 

1.1.2. Licence grant & permissions. Subject to these Terms and timely payment of Fees, AI‑nergy grants Customer a non‑exclusive, non‑transferable, non‑sublicensable licence to access and use the Solar Planner during the applicable period for Customer’s internal business purposes related to project design. Customer may make temporary copies as technically necessary to use the Solar Planner (including reasonable backup copies).

1.1.3. Excluded. Customer may not transfer the licence; sublicense, rent, lease, or lend the Solar Planner; or provide access to any third party except Customer’s authorised users under Customer’s account.

1.1.4. Integral parts & precedence. These Terms incorporate by reference: (i) Customer’s registration/ordering confirmation (the “Order Form”) including any package deal or bundle, (ii) any AI‑nergy Offer/Quotation that is accepted by Customer (including via e‑signature, email confirmation, or a purchase order that references the Offer)—which then forms part of the Order Form, (iii) our Privacy Policy at https://solarplanner.eu/privacy-policy/, and (iv) any mutually signed commercial agreement.

Order of precedence (commercial conflicts, including pricing/discounts): signed commercial agreement → Order Form/accepted Offer → Price List (if referenced in the Order Form) → these Terms → pricing page. For the avoidance of doubt, any prices, discounts, bundles or commercial terms stated in an Order Form/accepted Offer (the “Contract Prices”) prevail over any list prices for their term.

1.1.5. Registration confirmation. We will confirm key details, including: enabled Project type(s); Contract Prices or reference to the Price List; Minimum Annual Commitment; billing currency; VAT treatment; invoicing email; payment method; and the start date of the Annual Period (defined in Section 2.2). 

1.1.6. Updates to these Terms. We may modify these Terms. Changes take effect from the next Annual Period or 30 days after notice (whichever is later). Material adverse changes do not apply to a current, fixed‑term signed order until renewal.

2. Pricing & Billing (Per‑Project Model)

2.1. Project types & pricing

We offer four Project types based on rooftop area: House (≤500 m²), Building (>500–2,000 m²), Commercial (>2,000–15,000 m²), and Industrial (>15,000 m²). Per‑Project rates differ by type and are either (a) the Contract Prices in your Order Form/accepted Offer, or (b) if none are specified, the then‑current list price for that Project type as set out in our Price List (which may be public or provided directly to you).

2.1.1. Project definition & counting trigger

(a) A Project means a distinct rooftop design for a specific site/location created in Solar Planner under Customer’s account.
(b) A Project becomes billable the moment a site/location is chosen and the “Create” (or equivalent) action is triggered in the UI or an equivalent API call is made that creates a new project record.
(c) Unlimited alterations/revisions within the same Project (i.e., the same created project for the same location) do not incur additional per‑project charges. Creating another project entry (including via cloning) counts as a new Project unless it uses the built‑in revision flow of the same project record.

2.2. Minimum Annual Commitment

2.2.1. Each account is subject to a €1,500 Minimum Annual Commitment per 12‑month period starting on the account activation date (the “Annual Period”).

2.2.2. All per‑project charges within that Annual Period are deducted from the Minimum Annual Commitment until it is exhausted. Once exhausted, additional Projects are billed at your then‑applicable rates (Contract Prices or list prices).

2.2.3. The Minimum Annual Commitment is billed upfront at the start of each Annual Period unless otherwise agreed in writing. Amounts paid towards the Minimum Annual Commitment are non‑refundable but continue to be consumed by Project usage within the same Annual Period.
2.2.4. No carry‑over of any unused Minimum Annual Commitment to subsequent periods unless expressly agreed in writing.

2.2.5. The Minimum Annual Commitment auto‑renews for successive Annual Periods unless cancelled under Section 2.5.

2.3. Discounts, bundles & enterprise packages

2.3.1. We may agree custom pricing (volume discounts, prepaid package deals/bundles, enterprise packages, integrations, onboarding/consulting). Specific commercial terms prevail over Section 2.1 during their validity.

2.3.2. Prepaid packages/bundles are non‑refundable once acquired and are consumed by Project creation events until depleted or expired per the order form. (This is a B2B arrangement; mandatory law, if any, remains unaffected.)

2.4. Purchasing & payment

2.4.1. Customer authorises charges to the registered payment method (card or bank transfer/invoice) for: (i) the Minimum Annual Commitment at the start of each Annual Period, and (ii) any overages or other payable amounts. If a charge fails, access may be suspended until payment is received.

2.4.2. Taxes. Fees are exclusive of VAT and other applicable taxes, which will be charged as required by law. Customer is responsible for valid VAT information and any withholding or reverse‑charge obligations where applicable.

2.4.3. Invoices & currency. Electronic invoices are sent to the designated email. Unless stated otherwise, invoices are in EUR and payable within the stated due date.

2.5. Renewal, cancellation & termination of the annual arrangement

2.5.1. The Minimum Annual Commitment auto‑renews (Section 2.2.5). Simple email notice suffices: Customer may cancel the next renewal by emailing renewals@solarplanner.eu. Unless otherwise agreed, notice should be given at least 30 days before the end of the current Annual Period to avoid renewal.

2.5.2. Termination for convenience. Customer may terminate the account at any time by simple email notice to renewals@solarplanner.eu. Termination becomes effective at the end of the current Annual Period (unless Customer requests earlier deactivation). If Customer terminates mid‑period (other than for our uncured material breach), the remaining portion of the Minimum Annual Commitment for that Period remains payable; access can continue until period end.

2.6. Fee changes & indexation

2.6.1. Indexation without separate notice. We may apply an annual indexation to the Minimum Annual Commitment and, where applicable, to list prices/per‑Project rates, equal to the year‑over‑year percentage change in the Eurozone Harmonised Index of Consumer Prices (HICP, all items) as published by Eurostat for the most recently available 12‑month period before renewal. Such indexation does not require separate communication and takes effect from the start of the next Annual Period.

Rounding. The indexed Minimum Annual Commitment is rounded to the nearest €5. Indexed per‑Project list rates are rounded to the nearest €0.10. Custom package/bundle prices may be rounded to the nearest €1 unless otherwise agreed. VAT is applied and invoice totals are rounded to the nearest €0.01 in accordance with applicable law.

2.6.2. Other changes with notice. Any non‑indexation fee changes (i.e., increases above HICP or structural pricing changes) take effect from the next Annual Period and will be communicated in advance (at least 30 days before renewal). Custom pricing in a fixed‑term order is unaffected until renewal.

2.6.3. Contract Prices. Unless expressly stated in the Order Form/accepted Offer, Contract Prices are fixed for their stated term and not subject to indexation under Section 2.6.1. If the Order Form specifies that indexation applies to Contract Prices, the same HICP and rounding rules apply.

2.7. Refunds

2.7.1. Per‑project charges are non‑refundable once a Project becomes billable under Section 2.1.1.

2.7.2. Amounts paid towards the Minimum Annual Commitment are non‑refundable but continue to be consumed by eligible usage within the same Annual Period.

2.7.3. Prepaid packages/bundles are non‑refundable once acquired (Section 2.3.2).

2.8. Publication of prices

We may publish list prices on a pricing page or price list. We are not obliged to publish Contract Prices. Publication or withdrawal of list prices does not affect your Contract Prices as set out in your Order Form/accepted Offer.

3. WARRANTIES & LIABILITY

3.1. Warranties and Liability

3.1.1. The Solar Planner may be used knowing that (i) no warranties are given that the Solar Planner is free from any bugs or other errors and (ii) no warranties are given in relation to any functionalities of the Solar Planner or how the Solar Planner works or that the Solar Planner is fit for the purpose and (iii) no warranties are given that the Solar Planner meets any security or other industry relevant standards. 

3.1.2. AI-nergy is under no duty to maintain, fix or update the Solar Planner. 

3.1.3. AI-nergy gives exclusively the following warranties to the user in relation to the Solar Planner: 

(i) The Owner has the relevant rights to the Solar Planner and may grant the License to the user or any other party.

(ii) The Solar Planner does not infringe any third-party copyrights or patents (in the EU);

(iii) The Solar Planner is free from any harmful code. 

3.1.4. AI-nergy shall not be liable for any damages that may arise from the use or inability to use the Solar Planner such as temporary or permanent unavailability of the Solar Planner or temporary or permanent unavailability of the data processed by the Solar Planner, compromised data integrity or similar. 

3.1.5. AI-nergy is not liable for truthfulness, accuracy and completeness of any data that the user inserts to the Solar Planner, nor for the proposals that Solar Planner made based on such data.

3.1.6. Any proposals made by Solar Planner are high level custom-made. AI-nergy is not liable for any requirements made by grid operators, solar PV equipment producers and any other third parties. 

3.1.7. The AI-nergy shall not be liable for any incidental, indirect, or consequential damages whatsoever, including, without limitation, damages for loss of profits, loss of turnover, loss of data, business interruption, or any other commercial damages or losses, arising out of or related to use of or inability to use the Solar Planner. Otherwise, total liability of the AI-nergy hereunder shall be limited to the amount of the License Fee. 

3.1.8. The user remains liable to the AI-nergy for any damages resulting from any unauthorised use of the Solar Planner including also from creation of any unauthorised copies of the Solar Planner. In any such case, the AI-nergy will charge additional license fee to the user covering such unauthorised use of the Product from the Effective Date. Such additional license fee will be based on the fees agreed hereby, additionally increased for 50%. 

3.1.9. By using this website, you agree to Google's Terms of Service https://www.google.com/intl/en_us/help/terms_maps/. Learn more about how your information is used in Google's Privacy Policy https://policies.google.com/privacy.

3.2. Restrictions

3.2.1. The user agrees not to perform and not to allow any third party to perform any of the following:

(i) reverse engineering, disassembly, decomplication or other attempt to access the source code of the Solar Planner or any part thereof;

(ii) modifying or making any derivative of any part of the Solar Planner;

(iii) adaptation or translation of all or any part of the Solar Planner;

(iv) selling, licensing, sublicensing, renting, leasing, lending or transferring the Solar Planner or parts thereof to third parties in any other way;

(v) using the Solar Planner for any purpose which represents a direct or indirect violation of any laws or regulations applicable to the AI-nergy including using the Product for any illegal activities or to do business with any persons on the US or EU sanction list.

4. COMPLAINTS

4.1. Resolution of complaints

4.1.1. AI-nergy receives your complaints and is authorized, for the purpose of resolving them, to request additional data or documentation.

4.1.2. AI-nergy resolves complaints within 30 days unless user is notified within such 30 days that there are circumstances due to which the complaints procedure will be prolonged for up to 30 days.

4.1.3. AI-nergy can, in order to adequately resolve the complaint, engage appropriate external experts. If the complaint turns out to be unfounded, AI-nergy shall be reimbursed for the cost.

5. TERMINATION 

5.1. Breach of the User Agreement

5.1.1. The user accepts, declares and undertakes that breach of the User Agreement gives the right to the AI-nergy to terminate the User Agreement with immediate effect. In such case, the AI-nergy will be under no duty to return any part of the License Fee. 

5.2. Right of withdrawal

5.2.1. User who falls under category “consumer” (natural person acting for purposes which are outside his business, trade or profession) has right of unilateral withdrawal from the User Agreement within 14-days by sending a written notice expressly stating its will to withdraw, delivered to e-mail renewals@solarplanner.eu. The user expressly agrees that he/she will not receive a refund if he/she downloads any content from the Solar Planner within the 14-day period. 

6. MISCELLANEOUS

6.1. Personal data protection

6.1.1. AI-nergy processes user personal data in accordance with the General Data Protection Regulation and other applicable regulations. You can find out more information about the protection of personal data in the Privacy Policy available at https://solarplanner.eu/privacy-policy/ (hereinafter: "Privacy Policy").

6.2. External links

6.2.1. The Solar Planner may provide links to other sites or resources. Since AI-nergy has no control over such sites and resources, you acknowledge and agree that AI-nergy is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible for any content, advertising, products or other materials available from such sites or sources. You further acknowledge and agree that AI-nergy shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by the use of or reliance on any such content, goods or services available on or through any such site or resource.

6.3. Intellectual Property

6.3.1. All title, ownership and intellectual property rights in the data, information, materials, trademarks, service marks, software, photographs, videos, images and other content (collectively, "Content") available through Solar Planner are owned by AI-nergy or its licensors. Unless otherwise stated, you should assume that all Content available through the AI-nergy Platform is protected by copyright, trademark and other applicable intellectual property law and may not be used except as permitted by these User Agreement. You acknowledge and agree that the Solar Planner contains proprietary and confidential information that is protected by applicable intellectual property and other laws. Except as expressly approved in writing by AI-nergy, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Content, in whole or in part.

6.4. Notices

6.4.1. All notices to be sent hereunder shall be in writing (including E-mail) to the addresses set at the beginning of this User Agreement and for user, registered in registration confirmation. Notices shall be effective upon the deemed date of receipt or as evidenced by a valid return receipt or, if such date is not a business day or delivered outside normal business hours (being 9am to 5pm Monday to Friday and excluding public holidays) in the location of receipt, then at 9:00 a.m. on the next business day. The name and/or address to which notice is required may be amended at any time by written notice to the other Party as provided herein.

6.4.2. Language; translations. These Terms may be provided in languages other than English. In the event of any conflict, ambiguity, or discrepancy between a non-English version and the English version, the English version shall prevail and control. Translations are provided solely for convenience and do not modify the English version.

6.5. Severability and amendments

6.5.1. If any provision of the User Agreement is found to be invalid, illegal or unenforceable, that provision shall be severable from the rest of this User Agreement and the validity, legality and enforceability of the remaining provisions will in no way be affected or impaired.

6.5.2. The Agreement may be modified or amended solely in writing, with signatures of both Parties.

6.6. Governing laws and jurisdiction

6.6.1. The laws of Denmark (excluding conflict of law rules) will govern the User Agreement and any dispute or claim arising out of or in connection with this User Agreement. 

6.6.2. Unless dispute is between AI-nery and consumer as parties where the courts of consumers residence may have jurisdiction, the Parties irrevocably agree to settle any dispute or claim arising out of or in connection with the Agreement before the competent court in Copenhagen, Denmark.