Version 1.0 - Effective date: 8 January, 2026
These Terms and Conditions, together with the Service Agreement and Privacy Policy, form the complete agreement between the Client and Heliotec Energy Limited for the provision of energy monitoring services.
1. Definitions
1.1 In these Terms and Conditions:
"Advanced Tier" means the Advanced or Enterprise service tiers.
"Agreement" means the Service Agreement and these Terms and Conditions together.
"Anonymised Data" means data that cannot reasonably be re-identified to an individual or the Client.
"Basic Tier" means the Basic service tier.
"Benefits" means all payments, revenue, allowances and credits from participation in Flexibility Services.
"Client Data" means all data uploaded, submitted or generated by the Client through the Services.
"Confidential Information" has the meaning given in clause 9.1.
"DNO" means a Distribution Network Operator.
"Equipment" means all monitoring hardware, sensors, control systems and ancillary equipment installed by the Provider.
"Fees" means the fees specified in the Service Agreement.
"Flexibility Services" means demand response, frequency response, capacity markets and similar grid-balancing services.
"Force Majeure Event" means any event beyond a Party's reasonable control, including war, terrorism, industrial action, natural disasters, pandemic, government action, labour disputes, or infrastructure failures.
"Helios Platform" means the Provider's energy monitoring software platform.
"Initial Period" means the initial contract period specified in the Service Agreement.
"Insolvency Event" means appointment of an administrator, receiver or manager, commencement of winding-up (other than for solvent reconstruction), striking-off, or bankruptcy.
"Intellectual Property Rights" means patents, copyright, trade marks, designs, database rights, know-how, trade secrets and all similar rights, whether registered or unregistered.
"National ESO" means the National Electricity System Operator.
"Party" means the Client or the Provider, and "Parties" means both.
"Property" means the premises at the Supply Address in the Service Agreement.
"Provider" means Heliotec Energy Limited.
"Service Agreement" means the signed service agreement incorporating these Terms and Conditions.
"Services" means the energy monitoring services for the applicable tier.
"Term" means the Initial Period and any renewal periods.
"UK Data Protection Laws" means the UK GDPR and Data Protection Act 2018.
1.2 References to clauses are to clauses of these Terms and Conditions. Words in the singular include the plural and vice versa.
2. SERVICES AND PLATFORM
2.1 The Provider shall provide the Services through the Helios Platform in accordance with the tier selected in the Service Agreement.
2.2 The Provider grants the Client a non-exclusive, non-transferable right to access the Helios Platform during the Term solely for the Client's internal business purposes.
2.3 The Client appoints the Provider exclusively to provide the Services at the Property and shall not appoint any other party to provide the same or substantially similar services during the Term.
2.4 The Services rely on third-party systems. The Provider shall use reasonable endeavours to minimise disruption but cannot guarantee performance beyond underlying system capabilities. If a critical third-party system becomes permanently unavailable, the Provider may terminate on 90 days' written notice.
3. EQUIPMENT (ADVANCED TIER ONLY)
3.1 This clause 3 applies only to Advanced Tier services.
3.2 The Provider shall install the Equipment at the Property following payment of the Set-Up Fee. Installation is typically completed within 5-10 business days of order confirmation.
3.3 The Client shall provide site access and a safe working environment, including safe electrical infrastructure.
3.4 The Provider shall provide a commissioning certificate on completion of installation.
3.5 All Equipment remains the Provider's property. Nothing in this Agreement transfers ownership to the Client.
3.6 The Provider shall maintain and, if necessary, replace Equipment.
3.7 The Client shall:
(a) protect Equipment from damage and theft;
(b) not modify, tamper with, or remove Equipment without prior written consent;
(c) notify the Provider of any planned electrical modifications that may affect Equipment.
3.8 The Provider has no liability for Equipment damage or theft caused by the Client's failure to protect it.
3.9 If the Provider attends site due to the Client's interference with Equipment, the Client shall pay call-out charges of £150 plus £120 per hour (or part thereof) plus reasonable expenses.
3.10 On termination, the Client shall return Equipment within 30 days. If not returned, the Provider can charge a replacement fee. The costs will depend on the Equipment.
4. FEES AND PAYMENT
4.1 The Client shall pay the Fees as specified in the Service Agreement.
4.2 The Set-Up Fee (if applicable) and first Monthly Subscription Fee are invoiced on entry into the Agreement and payable within 30 days.
4.3 Subsequent Monthly Subscription Fees are payable monthly in advance by direct debit.
4.4 All Fees are exclusive of VAT, which shall be added where applicable.
4.5 Late payments incur interest at 4% above the Bank of England base rate, calculated daily from the due date.
4.6 Where the Service Agreement provides for pricing based on energy spend, the Estimated Annual Energy Spend shall be reviewed annually based on actual consumption data, with at least 30 days' notice of any adjustment.
5. FLEXIBILITY SERVICES (ADVANCED TIER ONLY)
5.1 This clause 5 applies only to Advanced Tier services where Flexibility Services are enabled.
5.2 The Client grants the Provider exclusive rights to register Client assets at the Property for Flexibility Services during the Term.
5.3 The Provider retains all Benefits from Flexibility Services.
5.4 The Client may override automated controls at any time. Overrides take effect within 30 minutes.
5.5 The Client may opt out of Flexibility Services (while retaining monitoring) for up to 14 consecutive days and 30 total days per calendar year, or where participation conflicts with business operations.
5.6 The Provider shall provide clear, accessible override controls.
5.7 Participation in competing flexibility or demand response services is a material breach entitling the Provider to terminate.
6. DATA PROTECTION
6.1 Each Party acts as an independent data controller for personal data it processes under this Agreement and shall comply with UK Data Protection Laws.
6.2 Each Party shall implement appropriate technical and organisational security measures.
6.3 Each Party shall notify the other of any personal data breach within 24 hours of becoming aware.
6.4 Neither Party shall transfer personal data outside the UK/EU without prior written consent and adequate safeguards.
6.5 The Client shall ensure it has all necessary consents and notices to enable lawful transfer of Client Data to the Provider.
6.6 The Provider may appoint sub-processors to process personal data. The Provider maintains a register of sub-processors in the Privacy Policy. The Provider shall give 30 days' notice before appointing new sub-processors, during which the Client may object in writing. Sub-processors listed in the Privacy Policy at the Service Agreement date are pre-approved.
6.7 The Provider shall ensure sub-processors meet equivalent security and privacy standards and remains liable for their acts and omissions.
7. DATA OWNERSHIP AND RETENTION
7.1 The Client retains ownership of Client Data. The Provider owns all Anonymised Data.
7.2 The Client grants the Provider:
(a) a licence to use Client Data for providing the Services during the Term;
(b) the right to share Client Data with DNOs and National ESO as required for Flexibility Services;
(c) the right to create Anonymised Data from Client Data;
(d) the right to use Anonymised Data perpetually for operating and improving the Services.
7.3 Client Data is retained for 12 months following termination for business continuity. Other identifiable Client data is deleted within 30 days of termination on request.
7.4 The Client may request data export in standard formats (CSV, JSON, XML) at any time and for 30 days following termination.
8. INTELLECTUAL PROPERTY
8.1 All Intellectual Property Rights in the Helios Platform, its underlying technology, and anything created in performing the Services belong to the Provider or its licensors.
8.2 All Intellectual Property Rights in Client Data belong to the Client.
8.3 The Client grants the Provider a perpetual, irrevocable, worldwide, royalty-free, sublicensable licence to use anonymised insights derived from Client Data.
8.4 The Provider warrants that use of the Services in accordance with this Agreement will not infringe third-party Intellectual Property Rights. If infringement is alleged, the Provider may at its cost modify the Services or procure the right for the Client to continue using them.
8.5 The Client warrants that Client Data will not infringe third-party rights or breach any law.
8.6 The Client shall not:
(a) access source code of the Helios Platform or related software;
(b) create derivative works from the Provider's Intellectual Property Rights;
(c) access the Helios Platform after termination except as expressly permitted.
9. CONFIDENTIALITY
9.1 "Confidential Information" means all information disclosed by one Party to the other in connection with this Agreement that a reasonable business person would consider confidential, including business operations, financial terms, energy consumption data, trade secrets, and service development plans.
9.2 Each Party shall:
(a) keep the other's Confidential Information strictly confidential;
(b) use it solely for performing obligations under this Agreement;
(c) apply at least the same standard of care as to its own confidential information;
(d) not disclose it to third parties without prior written consent.
9.3 Confidentiality obligations do not apply to information that:
(a) was publicly known before disclosure;
(b) becomes public without breach of this Agreement;
(c) was independently developed without use of Confidential Information;
(d) must be disclosed by law or regulatory authority.
9.4 Confidentiality obligations survive for 5 years following termination.
10. LIABILITY
10.1 Nothing in this Agreement limits liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of confidentiality obligations (clause 9);
(d) breach of data protection obligations (clause 6);
(e) third-party Intellectual Property Rights claims under the indemnities in clause 11;
(f) Equipment damage or loss under clause 3.8;
(g) any liability that cannot legally be limited or excluded.
10.2 Subject to clause 10.1, neither Party shall be liable for:
(a) indirect or consequential loss;
(b) loss of profits (whether direct or indirect);
(c) loss of anticipated savings;
(d) loss of business, contracts or opportunities.
10.3 The Provider shall not be liable for loss or corruption of data.
10.4 Neither Party shall be liable for losses arising from a Force Majeure Event.
10.5 Subject to clauses 10.1 and 10.2, each Party's total aggregate liability under or in connection with this Agreement shall not exceed the Fees paid by the Client in the 12 months preceding the claim.
10.6 All implied conditions, warranties and terms are excluded to the extent permitted by law.
11. INDEMNITIES
11.1 The Client indemnifies the Provider against all claims, damages, losses, costs and expenses arising from:
(a) breach of this Agreement by the Client;
(b) the Client's violation of applicable laws;
(c) infringement of third-party Intellectual Property Rights by Client Data;
(d) use of the Services other than as authorised;
(e) breach of regulatory or compliance obligations by the Client.
11.2 The Provider indemnifies the Client against all claims, damages, losses, costs and expenses arising from:
(a) third-party claims that use of the Services in accordance with this Agreement infringes Intellectual Property Rights;
(b) breaches of UK Data Protection Laws caused solely by the Provider;
(c) regulatory violations attributable solely to the Provider.
11.3 Indemnities are subject to:
(a) prompt written notice of the claim;
(b) no admissions or settlements without prior written consent;
(c) reasonable information and assistance;
(d) the indemnifying Party having control over litigation and settlement.
12. TERMINATION
12.1 Either Party may terminate:
(a) on 30 days' written notice at any time;
(b) immediately if the other commits a material breach not remedied within 30 days of written notice (7 days for payment breaches);
(c) immediately if the other suffers an Insolvency Event.
12.2 On termination:
(a) the Client retains Helios Platform access for 30 days to export data;
(b) the Client shall return Equipment within 30 days (Advanced Tier);
(c) the final Monthly Subscription Fee covers until month-end following termination;
(d) accrued rights and obligations are unaffected.
12.3 Clauses 7, 8, 9, 10, 11, 12.2, 12.3, 13, and 14 survive termination.
13. FORCE MAJEURE
13.1 Non-performance due to a Force Majeure Event is not a breach, provided the affected Party:
(a) promptly notifies the other in writing of the event, its likely duration, and its effect;
(b) uses reasonable endeavours to mitigate the effect.
13.2 If a Force Majeure Event continues for 4 weeks, the non-affected Party may terminate on written notice.
14. GENERAL PROVISIONS
14.1 Assignment: The Provider may assign, transfer or subcontract this Agreement. The Client may not assign without the Provider's prior written consent (not unreasonably withheld).
14.2 Entire Agreement: This Agreement constitutes the entire agreement between the Parties and supersedes all prior negotiations and representations. Each Party acknowledges it has not relied on any statement not expressly set out in this Agreement.
14.3 Notices: Termination notices must be sent by registered mail to the Party's registered address. Routine communications may be by email.
14.4 Severance: If any provision is invalid or unenforceable, it shall not affect other provisions.
14.5 No Partnership: Nothing creates a partnership, joint venture, or agency between the Parties.
14.6 Variation: Variations must be in writing and signed by both Parties.
14.7 Waiver: Failure to exercise a right is not a waiver. Waivers must be in writing.
14.8 Third Party Rights: No third party has rights under the Contracts (Rights of Third Parties) Act 1999.
14.9 Counterparts: This Agreement may be signed in counterparts, each of which is an original.
14.10 Electronic Signatures: Electronic signatures are as binding as manuscript signatures.
15. GOVERNING LAW AND DISPUTES
15.1 This Agreement is governed by the law of England and Wales.
15.2 If a dispute arises, the Parties shall first attempt to resolve it through good faith mediation in accordance with the CEDR Model Mediation Procedure. Unless agreed otherwise within 14 business days of notice, the mediator shall be nominated by CEDR.
15.3 If not resolved by mediation within 30 days (or such longer period as agreed in writing), the dispute shall be referred to arbitration under UNCITRAL Rules. The arbitration shall be conducted in English, with one arbitrator, seated in London. Each Party bears its own costs unless otherwise awarded.
15.4 Nothing in this clause prevents either Party from seeking injunctive or other equitable relief from the courts.
End of Terms and Conditions