Axle Energy Terms & Conditions

1. Introduction

1. These terms and conditions ("Terms") are intended to explain our obligations as a service provider and your obligations as an Account Holder in relation to your use of the Services.
2. These Terms form the basis of a legally binding contract between Axle Energy Limited, a company registered in England under company number 14633671 and having its registered address at 128 City Road, London, EC1V 2NX United Kingdom ("Axle Energy", "we", "us" "our") and the Account Holder ("you"), who are the parties to the contract.
3. By completing our registration process and creating an Account or accessing or using the Services, you acknowledge that you have reviewed and accept these Terms and are authorised to act on behalf of, and bind to these terms, the entity that is registering for an Account as an Account Holder. If you do not agree to these Terms, you must not use the Services.
4. We may at our discretion amend these Terms to reflect changes in law or practice, to deal with developments or additional features of the Services or for other reasons.
5. Changes to these Terms will take effect from the date they are published and, where those changes are material, we will also endeavour to provide you with prior reasonable notice via a notification or publication on our website or by email. It is your obligation to ensure that you have read, understood and agreed to the most recent Terms available.

2. Definitions and interpretation

In these Terms:

3. Details of the Service

1. In Great Britain, various Grid Services are offered to help the electricity grid which are managed by Programme Operators. Each programme has its own eligibility criteria and specific rules.
2. Axle Energy and its Partners will assess, enroll, manage, and reward Flexible Devices in Grid Services, based on location, technical specifications, preferences, and the availability of such services.
3. In order for us to deliver the Services we and our Partners will require access to your Flexible Devices.
4. We and/or our Partners will enroll your Flexible Devices to support overall grid stability. This will work by briefly adjusting the Flexible Devices's operation during periods of high stress for the grid in return for Rewards.
5. Under normal circumstances, we do not expect this service to materially impact your day-to-day Flexible Device usage.
6. At other times, we will control your Flexible Devices to adjust the overall electrical supply or demand on the network ("Events"). Where necessary, we may automatically vary the rate of production / charge / discharge from your Flexible Devices during or in preparation for Events.
7. We will provide the Services to you with reasonable skill and care and in accordance with these Terms, with no guarantee on the frequency of Events or the potential value of Rewards due to evolving program rules and market conditions.
8. The Service and these Terms are subject to the applicable terms of the Programme Operators that will also apply and you accept those Programme Operator Terms in order to access those markets, and we accept no liability if the Programme Operators amend or terminate their terms.
9. We may update the Services from time to time and are entitled to change the scope, content and features at any time. We will use reasonable endeavours to notify you if any such changes are significant and will materially impact on your use of the Services.
10. The number of Events is not guaranteed, and participants cannot choose which Events to join, though deregistration from the Service is always an option. Metered data from your Flexible Devices and smart meter will be used to calculate your contribution and determine any Rewards earned from Events.
11. You may use the Services only in accordance with these Terms, the Rules and the Programme Operators' terms and conditions (where applicable), and the guidance and instructions applicable to the Services issued by Axle Energy as set out on the axle webpage (axle.energy).
12. Flexible Devices can typically participate in most Grid Services with only one provider at a time. Enrolling in our Services, if you are already registered for Grid Services with another provider, will render you ineligible to continue with the previous Grid Services provider. We are not responsible for notifying you of removal from any other service due to dual registrations or for any financial or other consequences arising from such removal.
13. Registering with another Grid Services provider after joining us may result in disqualification from our Services.
14. We are not liable for reimbursing any expenses incurred in connection with joining the Services.

4. Rewards

1. Participation in the Grid Services may make you eligible for Rewards based on your Flexible Device's performance. Rewards are not guaranteed and are subject to change.
2. Any Rewards earned by your Flexible Device's performance will be credited at least monthly to your Account which is managed by our Partners.
3. Rewards exceeding £10.00 can be redeemed via bank transfer to a UK bank account in the name of the Account Holder.
4. For certain programs within the Grid Services, eligibility for Rewards requires achieving a reduction in electricity import or an increase in electricity export to the grid, as measured against a baseline using data from your smart meter. Where applicable, the baseline will be determined according to the specific baselining rules of each programme.
5. We and our Partners will only pay you revenue from what is received directly from the Programme Operators and accept no liability for unpaid amounts beyond what is received and we cannot ensure that the Service will result in any Reward.

5. Account Holder eligibility and participation requirements

1. To be eligible to participate in the Flexible Programme and any Energy Services, you must at all times comply with these Terms, be 18 or over, and be a resident of Great Britain.
2. To be eligible, you must have a working electricity Smart Meter that is:
   1. actively communicating with the DCC;
   2. the communication with the DCC has done so for a period of at least 30 days prior to use of the Services; and
   3. have a registered MPAN associated with your address in the DCC.
3. To be eligible to use the Services you are required to:
   1. opt-in to the Service; and
   2. not be participating in the delivery of Grid Services or any similar service for NESO, any Distribution Network Operator, or other Programme Operators either directly, via an energy supplier, or another third party.
4. By setting up an Account you consent to:
   1. us and our Partners accessing your half-hourly smart meter reads and telemetry data (including but not limited to energy, power, plug-ins, usage, state of charge) from your Flexible Device(s);
   2. collecting your MPAN and registering your MPAN and Flexible Device(s) with Programme Operators, including sharing smart meter reads and telemetry data where required to fulfill obligations within Programme Operator Terms; and
   3. us controlling your Flexible Device to deliver the Service during Events and any required preparation periods.
5. We reserve the right to limit mode availability or decline registration for participants using unsupported modes as certain modes may not be compatible with the Service.

6. Account Information

You must ensure that all information provided to Axle Energy is accurate, complete, and kept up to date at all times. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your Account.

7. Compliance with Laws and Terms

You agree to use the Services in accordance with all applicable laws, regulations, and these Terms. You must not use the services for any unlawful, fraudulent, or unauthorised purpose.

8. Proper Use of Services

You shall not:

1. Interfere with or disrupt the operation of the Services;
2. Attempt to gain unauthorised access to any system, network, or data;
3. Introduce any virus, malware, or harmful code; or
4. Use the Services in a way that could damage, disable, or impair them.

9. Cooperation

You agree to provide reasonable cooperation and information as requested by Axle Energy to enable the proper delivery and maintenance of the Services.

10. Liability

1. Nothing in these Terms excludes or limits our liability for:
   1. death or personal injury caused by our negligence,
   2. fraud or fraudulent misrepresentation, or
   3. any other liability that cannot be excluded or limited under applicable law.
2. We provide the Service using reasonable care and skill, in accordance with your statutory rights. Nothing in these Terms affects your rights under the Consumer Rights Act 2015.
3. Participation in the Service is at your own risk and is provided on an "as-is," "where-is," and "where-available" basis.
4. To the fullest extent permitted by law, we disclaim all representations, warranties, and conditions (express, implied, statutory, or otherwise), including but not limited to warranties of merchantability and fitness for a particular purpose regarding the Service.
5. Subject to the above, if we fail to comply with these Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breach of contract or our failure to use reasonable care and skill. We are not responsible for losses that are not foreseeable.
6. Except where we are not allowed to limit our liability, our total aggregate liability to you for all claims arising under or in connection with these Terms shall be limited to 100% of Rewards you've received during the previous 12 months.
7. We are not liable for business-related losses, such as:
   1. loss of profit, revenue, or opportunity;
   2. loss or damage to data, software, or systems;
   3. loss of goodwill or reputation;
   4. loss of anticipated savings;
   5. damage to equipment.
8. This clause will continue to apply after these Terms come to an end.

11. Termination

1. You may terminate these Terms at any time by closing your Account and ceasing to use the Services.
2. We reserve the right to terminate your participation in the Services immediately if any information you have provided is found to be false, inaccurate, incomplete, or misleading. In such cases, any benefits, rewards, or payments associated with your participation may be revoked with immediate effect.
3. We reserve the right to temporarily suspend or permanently remove your access to the Service at our sole discretion if, at any time during your participation, the following conditions occur:
   1. Your Flexible Device becomes disconnected from the internet, or your Flexible Device is moved to a different location, or
   2. Your smart meter is disconnected, your meter readings are no longer available in the DCC, or you relocate to a new property, or
   3. You are no longer eligible under the Rules, or
   4. A technical, operational, or security risk is identified in relation to your access to the Service.
4. You are responsible for backing up your data. We recommend that you extract any important data from your Account before termination. We will make your data available for download for 30 days after termination. After that, we may delete it and we are not obligated to store, maintain, or provide any content date or information related to your participation in the Service.
5. Termination will not affect any rights or obligations that have accrued before the termination date. Any clauses which by their nature are intended to continue beyond termination shall remain in force.
6. We may terminate the Services at any time and for any reason without prior notice.

12. Data Protection and smart meter access

1. Both parties shall comply with its obligations under the Data Protection Laws and the Axle Energy's Privacy Policy.
2. Axle Energy acknowledges and agrees that any Personal Data provided by the Account Holder in connection with the provision of the Services will be processed in accordance with applicable Data Protection Laws and Axle Energy's Privacy Policy.
3. Axle Energy shall only process Personal Data as necessary to provide the Services in accordance with these Terms.
4. Axle Energy shall implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk, to protect personal data from unauthorised access, accidental loss, destruction, or damage.

13. Intellectual Property

1. The Account Holder acknowledges and agrees that Axle Energy and/or its licensors own all intellectual property rights in the Services. The Account Holder is granted a non-exclusive, non-transferable licence to use the Services solely in accordance with these Terms. Except as expressly stated herein, these Terms do not grant the Account Holder any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the software and/ or Services.
2. Axle Energy confirms that it has all the rights in relation to the Services that are necessary to grant all the rights it purports to grant under, and in accordance with, these Terms.

14. Assignment

1. Except as expressly permitted by these Terms you may not assign, transfer or deal in any other manner with any or all of your rights or obligations under these Terms, in whole or in part, without our prior written consent.
2. Except as expressly provided in these terms, we may assign, transfer or deal in any other manner with any or all of our rights or obligations under these Terms. As Axle Energy grows and evolves, we may establish group companies in various jurisdictions. We reserve the right to assign, transfer, or otherwise novate our rights and obligations under this contract to any such group company without requiring your prior consent.

15. Entire Agreement

1. These Terms (together with the Rules if applicable) constitute the entire agreement between us and supersede any previous agreements, understandings and arrangements between us in respect of their subject matter, whether in writing or oral.
2. Each party acknowledges that it has not entered into these Terms in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in these Terms.

16. Waiver

If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.

17. Severability

If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of these Terms will be binding on the parties.

18. Force majeure

Neither party shall be in breach of these Terms or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control. During any such period, Axle Energy's obligations shall be suspended to the extent affected by the Force Majeure Event. If a Force Majeure Event continues for more than 30 days, Axle Energy may, at its discretion, suspend or terminate access to the Services.

19. Notices

1. Any notice or other communication given by a party under or in connection with these Terms shall be in writing and in English and shall be sent by email:
   1. in the case those to Axle Energy, to support-vpp@axle.energy, or such other email as notified to you by Axle Energy as a replacement; and
   2. in the case of those to you, to the email address of your Account.
2. Any notice or other communication shall be deemed received on receipt of a delivery receipt email from the correct address.
3. This clause does not apply to notices given in legal proceedings or arbitration.

20. Rights of Third Parties

A person who is not a party to these Terms shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its provisions.

21. Dispute Resolution

In the event of any dispute or claim, the parties shall first attempt to resolve the matter through good faith negotiations. Should those negotiations fail, the Parties agree that the courts of England and Wales will have exclusive jurisdiction over any disputes.

22. Governing law and jurisdiction

These Terms (together with the Rules if applicable) are governed by the laws of England and Wales and the parties hereby submit to the exclusive jurisdiction of the courts of England and Wales for all disputes arising out of or in connection with these Terms. This is subject to any mandatory consumer protection laws that may impose different jurisdiction requirements.