Terms & Conditions – Seita Energy Flexibility B.V.

Last revised: March 31, 2025

1. General

  1. These General Terms and Conditions apply to all offers, quotations, work, agreements and deliveries of Services by or on behalf of Seita, unless expressly deviated from in writing.
  2. In the event of a conflict between these Terms and any other agreement, these Terms shall take precedence unless explicitly stated otherwise in writing.

2. Definitions

  1. “Seita”: refers to Seita B.V., its subsidiaries, and affiliates.
  2. “User”: refers to any third party individual, or entity using Seita’s services under contractual agreement.
  3. “Services”: Includes all tools, software, and consulting services provided by Seita.
  4. “Customer Service”: Refers to the support provided by Seita to assist Users with inquiries, technical issues, and requests related to the use of Seita’s products and services. Customer Service can be contacted via email at support@seita.nl.
  5. “Subscription”: the agreement between Seita and the User under which the User receives a periodic Service. This can be a paid or unpaid (trial) subscription;
  6. “Simulations”: A software tool provided by Seita for analyzing and optimizing What-if scenarios for energy systems, using advanced modeling, forecasting and optimization techniques.
  7. “Cloud-EMS”: A cloud-based energy management system designed to enhance the operational efficiency of energy assets in real-time, accessible via API and UI. Seita’s Cloud EMS makes and retrieves forecasts and suggests near-future schedules for flexible energy assets of their Users.
  8. “Force Majeure”: Refers to unforeseen events outside of Seita’s control that prevent the fulfillment of obligations, such as natural disasters, cyberattacks, or regulatory changes.
  9. “Agreement”: Refers to the binding contractual relationship between Seita and the User as described in these Terms.
  10. “Subscription Fee”: Refers to the monetary amount owed by the User for access to Seita’s paid services.
  11. “Business days”: are defined as Monday through Friday, excluding public holidays observed in the Netherlands.

3. Software Usage

  1. Seita grants Users a non-exclusive, non-transferable license to use the “Simulations” and “Cloud-EMS” software solely in connection with the services provided and in accordance with these Terms and Conditions. Users agree not to:
    • Modify, decompile, reverse-engineer, or derive the source code of the software
    • Use the software for purposes other than those specified by Seita.
    • Transfer or sublicense their access rights without written permission from Seita.

    If code is licensed within open source licenses, these licenses take precendence, see also Article 10.2 Intellectual Property.

  2. The license granted under this clause will terminate immediately upon breach of any of these Terms by the User.

4. Execution of the agreement

  1. Seita will execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
  2. If Seita or the User causes a delay in the execution of the agreement, the affected party must notify the other party within three (3) business days. Remedies will be discussed and agreed upon in writing.

5. Services

  1. This document covers the “Simulations” and “Cloud-EMS” software services, as offered by Seita and further described in their website.
  2. Seita will deliver the agreed services as soon as possible after the conclusion of the agreement. Seita strives to do this within five (5) business days. This may be different if Seita indicates this in advance.
  3. Seita strives to ensure the high availability of its Services and aims for the quick resolution of errors within its control. Specifics about Seita’s obligations and responsibilities for service disruptions are detailed in Article 8. Warranty. Users are encouraged to report errors promptly to support@seita.nl to facilitate resolution efforts.
  4. Seita may temporarily suspend the provision of a Service or limit its use if this is necessary for the maintenance or improvement of its infrastructure without the User being entitled to compensation. Such restrictions will be announced in a timely manner.
  5. The Subscription is bound to the User as contracting party and cannot be transferred to third parties without the permission of Seita. The results of the Subscription may be used commercially by the contracting party, provided such use complies with these Terms and Conditions.
  6. Seita guarantees an uptime availability target of 99.5% per calendar month, excluding planned maintenance and force majeure events.
  7. Seita is not liable for disruptions caused by third-party software, hardware, or services integral to the User’s setup.

6. Prices

  1. All prices are given in euros and exclude VAT but exclude any additional costs unless explicitly stated or agreed otherwise.
  2. Seita reserves the right to adjust prices at any time and will inform the User of any changes before they take effect.
  3. If prices are adjusted for long-term agreements, Seita will notify Users at least sixty (60) days in advance, allowing Users to accept the change or terminate the agreement without penalty.

7. Payments

  1. All fees must be paid promptly as agreed upon. Late payments may result in service suspension.
  2. Payment of the service fee must be made upon delivery by transfer to a bank account designated by Seita at the time of invoicing, within 14 days after the invoice date without any deduction or settlement.
  3. If the User is in default, the User owes the statutory interest and any collection costs. The collection costs shall be calculated on the basis of article 6:96 section 2 of the Dutch Civil Code.
  4. In the event that the User is facing liquidation, bankruptcy, attachment or suspension of payments, Seitas’ claims on the User shall be immediately due and payable.
  5. If the User refuses to cooperate with the execution of the agreement by Seita, the User is still obliged to pay the agreed price to Seita.
  6. Services to the User will not be resumed until all outstanding amounts have been paid, including any statutory interest and collection costs.
  7. In the event of an overpayment or erroneous charge, Seita will refund the User within thirty (30) days of acknowledgment of the issue.

8. Warranty

  1. Seita will make every effort to keep its Services available but does not guarantee uninterrupted or uniform quality. Availability may be affected by factors like internet failures or cyberattacks. Seita is not liable for disruptions.
  2. If a service disruption lasts over 24 hours, affects known User locations, and is not due to force majeure (e.g., flood, terrorism, war), Users with a subscription are entitled to compensation of 1/30th of their monthly fee per day of disruption (minimum €0.50). Claims must be submitted via support@seita.nl within three months.
  3. A stable internet connection is required for proper service use. Users are responsible for ensuring connectivity; Seita is not liable for internet-related disruptions.
  4. Seita will address technical issues not covered by clauses 8.1 or 8.2 and aims to resolve the issues within 48 hours from the time of notification. Resolution times vary. Seita is monitoring their systems proactively to shorten them. Users should report issues to support@seita.nl with details for faster resolution.
  5. If a disruption lasts over 48 hours and occurs three times within three months, the User may terminate the agreement without penalty.

9. Privacy Policy

  1. Seita respects the privacy of its Users. Our Privacy Policy explains how we collect, use, and protect User data. By using our Services, you consent to our data practices as outlined in the Privacy Policy.

10. Intellectual Property

  1. All content on the Seita platform, including software, images, and text, is protected by intellectual property laws. Users are granted no rights to modify, reproduce, or distribute any of Seita’s intellectual property without written permission.
  2. Software protected under the permissive Apache-2 License, such as the FlexMeasures technology, is exempt from clause 10.1 as this license takes precendence.
  3. Users are prohibited from reverse engineering Seita’s closed-source software for competitive purposes or to develop derivative products.
  4. Third-party intellectual property integrated into Seita’s services remains the property of their respective owners, and use is subject to their terms.

11. Limitation of Liability

  1. Seita disclaims liability for indirect, incidental, special, consequential, or punitive damages arising from Service use.
  2. Liability is limited to the maximum extent permitted by law, with specific considerations for Dutch legal jurisdiction.
  3. Seita is not responsible for:
    • Inaccuracies in simulation outputs or Clud EMS schedules due to incomplete User-provided data.
    • Non-performance caused by force majeure events.
    • Data breaches from third-party integrations or User negligence.
    • Safeguarding the physical state of assets in real time (e.g. against overheating), which is not part of Seita’s Cloud EMS service. Safety ranges are provided by User, and Seita will project schedules within those ranges as much as possible.
  4. Compensation is capped at the fees paid (excluding VAT) by the User in the preceding 12 months, not exceeding the invoice value of the Service.
  5. This limitation does not apply in cases of Seita’s intentional misconduct or gross negligence.

12. Confidentiality

  1. Seita implements reasonable technical and organizational measures to secure its infrastructure and data.
  2. When third-party services are used, data will be transmitted in encrypted form.
  3. Seita and Users shall keep each other’s confidential information secure.
  4. This confidentiality obligation remains in effect during the Agreement and for two years after its termination.
  5. Exceptions apply to disclosures required by law, court orders, or regulatory authorities.
  6. Upon termination, both parties must return or securely destroy confidential information unless legally required to retain it.

13. Modifications to Terms

  1. Seita may modify these Terms and Conditions with at least 30 days’ notice via email or the website.
  2. Continued use of services after changes constitutes acceptance.
  3. Users may terminate their agreement within 30 days if they disagree with the changes.
  4. If a change is objectively disadvantageous, Users may cancel their Subscription free of charge, effective from the change date, by written notice to Seita’s Customer Service.
  5. The following are not considered amendments under this Article:
    • a. Price adjustments based on the consumer price index.
    • b. Changes requested by the User.

14. Termination of Services

  1. Seita reserves the right to suspend or terminate access to the Services for any User who violates these Terms or engages in conduct harmful to Seita or its Users.
  2. Upon termination, the User’s right to access and use the Services will immediately cease.
  3. The User may terminate the agreement with thirty (30) days’ written notice if Seita fails to deliver services as agreed and does not resolve the issue within fifteen (15) days of written notification.
  4. Upon termination and upon request by User, Seita will provide the User with personal and transactional data related to their subscription in a commonly used electronic format.

15. Complaints

  1. The User may object to a charged fee in writing to Customer Service up to 30 days after the invoice date. After this period, the User is deemed to have agreed to the amounts charged.
  2. Seita will respond to the objection within 30 days of receipt. Objection does not suspend the payment obligation.
  3. Complaints must include sufficient documentation (e.g., invoices, correspondence) to substantiate the claim.
  4. Seita will provide a formal acknowledgment of receipt of the complaint within five (5) business days.

16. Customer Service

  1. The User can contact Seita via Customer Service, which is accessible online through email at support@seita.nl.
  2. Customer Service is available to assist with submitting requests, answering questions, and providing support for resolving issues related to the use of Seitas’ Services.
  3. Customer Service does not provide support for equipment not supplied by Seita, including grid operator measuring devices, third-party equipment, or internet connection hardware.
  4. Seita is committed to providing timely support through Customer Service. Questions and inquiries submitted via email will be acknowledged and addressed within 24 hours during business days. Inquiries submitted outside of business hours will be addressed on the next business day.
  5. For unresolved issues, Seita will provide periodic updates on progress every three (3) business days until resolution.

17. Governing Law

  1. These Terms are governed by the laws of the Netherlands. Any disputes arising from these Terms shall be subject to the exclusive jurisdiction of Dutch courts. Seita ensures all conditions are transparent, fair, and comply with Dutch legal standards.
  2. If disputes arise, parties are encouraged to resolve them amicably before resorting to litigation.
  3. Disputes arising from these Terms shall first be resolved through mediation. If mediation fails, the dispute will be resolved through binding arbitration under Dutch law.