General contract terms

GENERAL CONTRACT TERMS

SaaS Sunreport®

Multi-plant Professional Customers – Vers. Professional Installers

1. Object 1.1 These General Contract Terms (hereinafter “General Terms”) set forth the terms and conditions under which Sunreport Canada LTD (hereinafter “Sunreport”), with registered office in Halifax, NS, Canada, HST Registration Number 711465344RT0001, provides the Multi-plant Professional Customer (hereinafter “Professional”) with computer services in “Software as a Service” - SaaS (hereinafter “Services”).

1.2 The Services are offered by Sunreport via the Internet in the manner and technical and economic characteristics described during registration and according to these General Terms and their subsequent versions published on the website https://old.sunreport.com, which the Professional explicitly declares to know and accept.

1.3 Services are differentiated into “Free Services” provided free of charge and “Premium Services” provided for a fee as described on the Site. The Professional can activate as many Premium Services as they have clients; the provision of Premium Services requires an initial one-off payment for the activation of the “multiplatform” system. Sunreport provides the Services, including regular support, reachable at the email address indicated on the Site.

1.4 These Contract Terms are of a general nature and may undergo modifications necessitated by subsequent legal provisions and/or regulations.

2. Fees, payment methods, and contract conclusion 2.1 The Professional must make payment for the Services concurrently with the activation of the Premium Services. The tax burden resulting from the execution of the contract will be applied to the invoice, which the Professional will bear.

2.2 The price displayed on the website at the time of the order applies to Premium Services, disregarding any price changes that occurred before or after the order.

2.3 The Professional may not assert rights or raise any objections unless they have made the contractually required payments (known as “solve et repete”) and provided documentary evidence upon request by Sunreport. If payment is not valid, is revoked, canceled, not made, confirmed, or credited to Sunreport for any reason, Sunreport reserves the right to suspend and/or terminate the activation and/or supply of Services 15 days after a default notice.

2.4 By accepting these General Terms, the Professional expressly agrees that the invoice may be made available and/or transmitted to them in electronic format.

2.5 The contract is deemed concluded between Sunreport and the Professional upon Sunreport’s order confirmation. Sunreport will confirm receipt of the order by also sending a confirmation email to the address provided by the Professional, summarizing the selected Premium Services, the corresponding price, and the General Contract Terms.

3. Activation and Delivery of Services 3.1 Upon the activation of the Services, the Professional will be considered the sole and exclusive responsible for their use, as well as for the materials and data, including personal, processed through the Services.

3.2 The activation of the Free Services will begin upon the registration of the Professional, subject to the acceptance of the General Conditions. The activation of the Premium Services will begin upon receipt of payment.

3.3 Sunreport reserves the right not to proceed with the activation or renewal of the Services, at its unquestionable discretion, in cases where:

a) The Professional is found to have defaulted towards Sunreport, even in relation to previous contractual relationships. In this case, the activation of the Services may be subject to prior compliance with the previous relationship;

b) The Professional is subjected to enforcement procedures, or is admitted or subjected to bankruptcy proceedings;

c) There are technical, organizational, or other reasons not directly dependent on Sunreport that hinder the activation of the Services.

Sunreport will inform the Professional of the non-activation or non-renewal of the Services and will only be obliged to refund the Professional the amount received in advance payment.

4. Duration, Renewal, Termination of Contracted Services 4.1 The Free Services covered by the contract will be of indefinite duration, unless terminated by one of the two parties sending a notice to the other, to avoid invalidity, by registered letter with return receipt or Certified Email.

4.2 Each Premium Service covered by the contract will last 12 (twelve) months from the activation of the Service itself and will be tacitly renewed for the same period unless terminated by one of the two parties sending a notice to the other, to avoid invalidity, by registered letter with return receipt, at least 30 (thirty) days before each individual expiry date.

4.3 At the end of each activated Premium Service, for any reason, the specific paid functionalities activated will be deactivated, access disabled, and it will no longer be possible to access and use them; Sunreport will also delete the data in accordance with the data protection regulations. The Professional declares to indemnify and hold harmless Sunreport from any liability and/or damage claims related to the deactivation of the Services and the aforementioned deletion of data and information.

4.4 The Professional is expressly excluded from any right to unilateral withdrawal.

5. Authentication Credentials 5.1 Access to the Services takes place using identification codes (login) and keywords (password) chosen by the Professional. The Professional acknowledges and accepts that third parties knowing his authentication credentials could misuse the Services registered in his name; therefore, he commits to storing and using such credentials with the utmost confidentiality and diligence. The Professional also agrees to promptly notify Sunreport of any unauthorized use of his authentication credentials and any other security breaches he becomes aware of, including their possible theft, loss, or misplacement.

6. Service Features 6.1 The Services will generally be available 24 (twenty-four) hours a day; however, the Professional acknowledges and accepts that Sunreport may suspend and/or interrupt their provision to allow for regular or extraordinary maintenance operations, which may be deemed suitable and/or necessary, even by third parties. In these cases, Sunreport commits to carry out the said operations as quickly as possible and restore the Services promptly to minimize inconvenience to the Professional. The Professional acknowledges and agrees that he cannot make any compensation, refund, or damage claims against Sunreport for the time he could not use the Services. Sunreport, however, commits to preferably perform its software and/or hardware adjustments during non-working hours and preferably on weekdays, giving prior notice to the Professional.

6.2 Any form of explicit or implicit warranty is expressly excluded, as long as it does not conflict with current regulations.

6.3 The Parties agree that any failure to communicate technical data pertaining to the Professional’s plant and/or plants managed by the Professional by the Network Operator or the GSE, for reasons not attributable to Sunreport, does not constitute a breach by the latter and requires manual input by the Professional for the proper operation and updating of the Services.

6.4 The Parties agree that any failure to communicate and/or the communication of incorrect data by the Weather Satellite for the provision of the Premium Service of assessing the efficiency of PV Systems relating to the Professional’s plant and/or the plants managed by the Professional for reasons not attributable to Sunreport does not constitute a breach by the latter.

6.5 The Professional commits to notify Sunreport immediately or in any case no later than 48 (forty-eight) hours of any irregularities or malfunctions in the Services, notwithstanding the provisions of art. 11.3.

7. Changes to the Services and variations to the offer conditions 7.1 The Professional acknowledges and agrees that the Services subject to this contract are characterized by continuously evolving technology. For this reason, Sunreport reserves the right to update the technical and functional characteristics of the Services and to change the offer conditions when this is made necessary by technological developments and supply and/or organizational needs.

7.2 If Sunreport modifies these General Conditions, these changes will be presented to the Professional for acceptance. If the Professional does not accept the new General Conditions, they can use the Premium Services until they expire without the possibility of renewal, excluding the tacit renewal provided for in art. 4.2.

8. Transfer of the Contract 8.1 The Professional may not transfer, in whole or in part, free of charge or for a fee, temporarily or permanently, the contract, nor the rights and/or obligations arising from it to third parties without Sunreport’s written consent.

8.2 The Professional gives their consent so that Sunreport can transfer the Contract to third parties and/or transfer, in whole or in part, their rights and/or obligations deriving from the Contract to third parties.

9. Industrial and/or intellectual property rights 9.1 Sunreport is the exclusive owner of all intellectual and industrial property rights on the creative works (website, software, brand, etc.) related to the Services.

9.2 Any material that is subject to intellectual and/or industrial property rights in favor of third parties and that is made available to the Professional through the provision of the Services must be used by them respecting such rights. The Professional assumes all responsibility in this regard and commits to indemnify and hold harmless Sunreport from any adverse consequence resulting from use not in accordance with the above provisions.

9.3 The Professional cannot copy, modify, export, produce software derived from the subject of the Services’ provision (nor allow third parties to do so) or, in any way, attempt to discover any source code, sell, assign, sublicense, transfer or transfer to third parties any rights to the Services.

9.4 If the Professional violates Sunreport’s and/or third parties’ industrial or intellectual property rights, Sunreport reserves the right to terminate the contract under the subsequent art. 14.

9.5 Sunreport expressly reserves the right to take legal action to protect its industrial or intellectual property rights.

10. Obligations, Prohibitions, and Liability of the Professional 10.1 The Professional must equip himself/herself with all the necessary devices (e.g., computers, routers, internet connections, antivirus, firewall, etc.) at his/her own expense and responsibility to access and use the Services. The Professional is responsible for the use of said devices and the Services and agrees to indemnify Sunreport from any resulting costs or damages. Sunreport makes no warranties regarding the compatibility of the devices used by the Professional with the Services.

10.2 The use of Services by the Professional is under his/her full responsibility, and he/she acknowledges that:

a) The Services might not suit the Professional’s objectives;

b) It is up to the Professional to choose compatible hardware and software. Any incompatibility issues remain his/her responsibility.

10.3 For example, the Professional commits to:

a) Use the Services respecting intellectual and industrial property rights;

b) Not to misuse the Services in a way that harms Sunreport’s reputation;

c) Maintain confidentiality of access codes (login and password).

10.4 In case of violation of the above obligations, Sunreport may take necessary action, including suspending or terminating the Services, retaining paid amounts as penalties, and seeking damages.

10.5 The Professional understands and agrees that he/she has no right to claim any refund or damages from Sunreport for any actions they take based on these General Conditions.

11. Cases of Suspension and/or Interruption of the Services 11.1 Sunreport can suspend or interrupt the Services in various situations, including:

a) Technical malfunctions or unforeseeable maintenance;

b) Failures of machinery or software;

c) Security reasons;

d) Equipment malfunctions posing dangers;

e) The Professional using faulty or non-standard equipment that might damage the network or Services.

11.2 The Professional acknowledges that Sunreport won’t be held responsible for any unavailability of Services, data loss, or interruption that isn’t their fault.

11.3 If Services are suspended for a prolonged period (more than 30 days) due to technical reasons attributable to Sunreport, they’ll only extend the subscription for a similar period. The Professional won’t be entitled to any refund, contract termination, or damages compensation.

12. Limitation of Sunreport’s Liability 12.1 The Professional acknowledges and agrees that the processing of personal and non-personal data through the Services is done entirely at their own risk. The Professional acknowledges that the internet network is not controlled by Sunreport, and because of its unique structure, no public or private entity, including Sunreport, can guarantee and monitor the performance and functionality of the network and control the content of information transmitted through it. For this reason, the Professional acknowledges and agrees that Sunreport cannot be held liable for any unauthorized third-party access. The Professional agrees to indemnify Sunreport for any liability actions that may be made by third parties regarding violations of national or international laws made by the Professional. The Professional shall bear all costs, damages, and fees, including potential legal fees, resulting from such liability actions and commits to inform Sunreport if such a liability action should be initiated against them.

12.2 The Professional acknowledges and agrees that Sunreport does not provide any warranties to either the Professional or third parties (Clients of the Professional, etc.) that the Services perfectly fit particular purposes. The Professional will have no claims against Sunreport in this regard and also agrees to indemnify Sunreport from any demands coming from their Clients.

12.3 The Professional, relieving Sunreport of any related liability, acknowledges and agrees that:

a) Technical interruptions in the services may occur due to machine and software malfunctions;

b) The very nature of internet services means no guarantees can be made regarding the consistent availability of the Services;

c) The actual speed of the internet connection is influenced by network congestion and the quality of the Professional’s network;

12.4 Sunreport commits to ensuring the best system functionality, but does not take any responsibility for delays or malfunctions caused by unforeseeable factors such as:

a) Accidents, catastrophic events, and acts of God;

b) Third-party actions;

c) Incorrect data input by the Professional or third parties;

d) Interference or tampering with the Services or equipment by unauthorized parties;

e) Misuse or non-compliant use of the Services;

f) Machine and software malfunctions.

12.5 In such cases, Sunreport will not be responsible for any losses incurred by the Professional or third parties.

13. Confidentiality 13.1 Both Sunreport and the Professional commit to treating all data and information related to the Services as confidential.

14. Termination Clause 14.1 This contract is automatically terminated if the Professional:

a) Transfers all or part of the contract to third parties;

b) Fails to pay the requested fees, even if the Services were activated in deviation from Section 2;

c) Violates Sunreport’s or third party intellectual property rights;

d) Uses the Services differently than as instructed or authorized by Sunreport.

14.2 In the mentioned cases, the termination happens automatically through a unilateral declaration by Sunreport, to be sent by registered mail to the Professional, authorizing Sunreport to terminate the Service provision without any further notice. In such cases, the Professional agrees that Sunreport will retain any sums they have paid as a penalty. This termination clause operates without prejudice to other forms of legal protection, including actions to obtain compensation for any damage Sunreport may have suffered.

15. Privacy Protection 15.1 The Professional consents to collecting, using, and disclosing their personal data, including credentials for access to the third-party portal, website, and Application Programming Interface (API). This is in accordance with the principles set out in the Personal Information Protection and Electronic Documents Act (PIPEDA) of Canada, as well as applicable U.S. privacy regulations and state laws. The specific purposes for which this information is being collected are detailed in the relevant section of our Privacy Policy.

15.2 The Professional remains the exclusive Data Controller of the data processed by them and assures and guarantees Sunreport that they have all necessary consents and have completed all necessary formalities to ensure the regularity of processing, holding Sunreport harmless in this regard.

15.3 Sunreport guarantees compliance with the regulations on processing personal data and the technical rules relating to minimum security measures. However, the Professional, as the sole Data Controller, must back up the data processed through the Services and acknowledges and agrees that they will not make any claims against Sunreport for compensation, indemnity, or otherwise, releasing Sunreport from all responsibility in the event of total or partial data loss, due to any reason.

16. Final Provisions and Communications 16.1 This Contract nullifies and replaces any previous agreement possibly reached between Sunreport and the Professional having the same subject matter and represents the complete expression of the agreements concluded between the Parties on this subject. Except as provided in articles 1.2 and 7.2, no modification, annotation, or clause added to this contract will be valid and effective between the Parties unless specifically and expressly approved in writing by both.

16.2 The relationships established by these General Conditions between Sunreport and the Professional cannot be understood as mandates, representations, collaborations, associations, or other similar or equivalent contracts.

16.3 In no case can any non-compliance and/or behavior of the Professional differing from these Conditions be considered as exceptions to the same or tacit acceptance of non-compliance, even if not contested by Sunreport. Sunreport’s possible inertia in exercising or enforcing any right or clause of the Contract does not constitute a waiver of such rights or clauses.

16.4 All communications to the Professional related to this contractual relationship may be made by Sunreport by hand, via electronic mail, certified and not, by registered letter., ordinary mail, or by fax to the addresses indicated by the Professional during ordering. Any changes to the Professional’s addresses not communicated to Sunreport will not be enforceable against it.

16.5 The possible ineffectiveness and/or invalidity, total or partial, of one or more clauses of these General Conditions will not result in the invalidity of the others, which must be considered fully valid and effective.

16.6 For matters not expressly provided for in these General Conditions, the Parties expressly refer, to the extent that this is compatible, to the laws in force at the time the contract is concluded.

17. Jurisdiction 17.1 The parties agree that any disputes arising from this contract will be resolved in the courts of Nova Scotia, Canada

The Professional, after careful and specific knowledge and inspection, expressly approves and accepts the following clauses:

2. Fees, payment methods, and contract conclusion

3. Activation and Delivery of Services

4. Duration, Renewal, Termination of Contracted Services

5. Service Features

6. Changes to the Services and variations to the offer conditions

7. Transfer of the Contract

8. Obligations, Prohibitions, and Liability of the Professional

9. Cases of Suspension and/or Interruption of the Services

10. Limitation of Sunreport’s Liability

11. Termination Clause

12. Jurisdiction

The Data may be communicated to entities, authorities, or public institutions, as well as to anyone who is a legitimate recipient of communications provided by laws or regulations. These parties will process your personal data as Data Controllers or Data Processors, depending on the case.

Your personal data will never be communicated to third parties for promotional purposes and will in no way be disseminated or transferred to any foreign country or International Organizations.

The Data Controller notes that, concerning the processing related to sending information requested by you or the newsletter, it is necessary to express specific Consent on your part.

For the mandatory communication to the categories of subjects indicated above, no consent from you is required, since the same processing is carried out in compliance with a legal obligation.

The Data Controller informs you that, as a Data Subject, you have all the rights provided by the Regulation: art. 15 (Right of Access), art. 16 (Right to Rectification), art. 17 (Right to Erasure), art. 18 (Right to Restriction of Processing), art. 20 (Right to Data Portability), art. 21 (Right to Object).

You also have the right to withdraw your consent to data processing at any time. Withdrawal is effective from the moment we become aware of it and does not affect the legality of processing based on consent previously given.

Finally, you have the right to lodge a complaint with a Supervisory Authority.

In all described cases, the exercise of your rights will be brought to the attention of those to whom the Data has been communicated, except in the cases of exemption provided for by the Regulation.

In some instances (deletion, limitation, opposition), the exercise of your Rights may no longer make it possible, entirely or partially, to provide the Services in your favor.

All described rights are exercised with a request addressed informally by the following means: via email to the address info@Sunreport.it) to the Data Controller, even through an agent, to whom a suitable response is provided without delay.

Having acknowledged the information above, pursuant to the Privacy Regulation, we ask you to express your free, full, and informed consent to the processing of your personal data by the Data Controller, by selecting the appropriate boxes at the bottom of the forms.

This Privacy Information is subject to updates by the Data Controller; the version published on the Site is the one currently in force (document updated on September. 22nd, 2023).