Terms of Service

1. Definitions

In these Terms:

• Account means any registered user account, business account, admin account, branch account, API account, or similar access credential created for the Services.
• API means any application programming interface, developer endpoint, data endpoint, integration endpoint, or machine-to-machine interface made available by Surpl.
• Branch means a community, local energy group, project group, or other community structure hosted or managed through Surpl.
• Consumer means an individual acting wholly or mainly outside their trade, business, craft, or profession.
• Content means all text, images, data, dashboards, analytics, reports, software, API outputs, and other materials made available through the Services.
• Energy Device means an inverter, solar system, battery, EV, charger, heat pump, appliance, meter, or similar connected device.
• Member means a user, household, business, branch participant, or other person or entity using the Services under an Account.
• Services means the website, applications, software, APIs, integrations, dashboards, community features, reports, optimisation tools, and all other services we make available now or in the future.
• User Data means any information submitted to, generated by, collected by, or processed through the Services.

2. Scope of the Services

Surpl provides a technology platform for energy-related services, which may include device connections, dashboards, monitoring, community and branch features, flexibility and scheduling tools, data visualisation, API access, reporting, payments, subscriptions, and other energy-adjacent services.

The Services may evolve over time. We may add, change, suspend, limit, withdraw, or discontinue features, integrations, product tiers, or APIs at any time, subject to applicable law and any separate written agreement.

We do not guarantee that any particular feature, integration, or future service will be made available, remain available, or remain available in the same form.

3. Eligibility and authority

You must be legally capable of entering into a binding contract to use the Services.

If you use the Services on behalf of a company, partnership, branch, co-operative, community group, or other organisation, you confirm that you have authority to bind that organisation to these Terms.

If you use the Services for a household, community branch, business, installer account, or API integration, you are responsible for ensuring that all users or participants under your account are properly authorised.

4. Consumer and business use

These Terms apply to both consumers and business users, but some rights and obligations differ.

If you are a Consumer, nothing in these Terms limits any mandatory rights you have under Irish or EU consumer law, including the Consumer Rights Act 2022 and unfair-terms protections.

If you are a business user, you agree that the protections that apply to consumers may not apply to you, and that the commercial allocation of risk in these Terms is intended to be enforced to the fullest extent permitted by law.

5. Account registration and security

You must provide accurate, current, and complete information when creating or using an Account.

You are responsible for:

• keeping your password secure;
• enabling MFA or passkeys where available;
• protecting API keys, tokens, secrets, and backup codes;
• keeping login credentials confidential;
• all activity conducted through your Account, whether authorised by you or not, unless the unauthorised activity is solely caused by our failure to maintain reasonable security.

You must notify us promptly if you suspect any unauthorised access, device compromise, or credential exposure.

We may suspend, restrict, or terminate access where we reasonably believe there is a security risk, fraud risk, legal risk, abuse, or unauthorised use.

6. Device connections and integrations

The Services may allow you to connect Energy Devices or third-party platforms, including inverters, solar portals, EV systems, chargers, batteries, smart meters, APIs, banking services, payment services, or other connected services.

By enabling a connection, you authorise Surpl to access, store, process, and display the data necessary to operate the selected feature.

You acknowledge and agree that:

• certain integrations depend on third-party systems that we do not control;
• third-party systems may change, restrict, throttle, or withdraw access without notice;
• we are not responsible for the acts or omissions of third-party providers;
• device data may be delayed, incomplete, estimated, unavailable, or inaccurate;
• some features may require us or our suppliers to use API keys, delegated tokens, refresh tokens, or similar credentials.

Where a connection requires credentials or tokens to maintain service, those credentials may be stored securely and only to the extent necessary to provide the chosen service.

You must not share any third-party credentials, API keys, or account secrets with us unless you are authorised to do so and understand the consequences of sharing them.

7. Business API use and licensing

Surpl may provide APIs or API-based access to data, controls, reports, or other functionality for internal use, partner use, developer use, or commercial distribution.

If we provide you access to any API, including an inverter API or related integration API, that access is licensed only for the scope, duration, and purpose expressly agreed with us in writing or in the relevant API terms.

Unless expressly permitted in writing, you must not:

• resell, sublicense, or redistribute API access;
• use APIs to build a competing service from our outputs or documentation in a way that violates our rights;
• copy, scrape, reverse engineer, decompile, or attempt to derive source code, secrets, or internal logic from the APIs;
• exceed published or agreed rate limits;
• share API keys or credentials with unauthorised persons;
• use API access for unlawful, misleading, harmful, or abusive purposes.

Where API access is provided on a commercial basis, the applicable order form, statement of work, reseller terms, partner terms, or API schedule may set additional limits, fees, support terms, permitted uses, attribution rules, and technical restrictions.

We may monitor API usage, logs, and error patterns for security, billing, abuse prevention, and service quality.

8. Community branches

Surpl may host community branches or similar groups that allow members to participate in local or thematic energy initiatives.

Branch functionality may include public or semi-public visibility of certain branch information, branch administrators, or branch content. If you accept a branch admin role, you agree that some details associated with that role may be visible to other members or, where configured, to the public.

You are responsible for anything you publish or approve within a Branch, including any announcements, comments, reports, images, or shared data.

We may show anonymised or aggregated branch metrics, including energy generation, consumption, flexibility participation, or estimated carbon saved, provided those metrics are not intended to identify a particular household or person.

9. Flex, scheduling, and optimisation features

We may offer flexibility, scheduling, optimisation, demand-response, or similar services now or in the future.

Those services are intended to assist users, not to guarantee financial savings, energy savings, performance, uptime, export value, or any other outcome.

Any forecasts, recommendations, projections, or savings figures are estimates only and may vary depending on weather, tariffs, device behaviour, grid conditions, market changes, third-party performance, user settings, and other factors.

Where a feature is opt-in, it remains opt-in. Where a feature is conditional on thresholds, preferences, minimum comfort levels, minimum battery reserve, minimum charge state, or similar settings, those settings may constrain how and when the feature operates.

You are responsible for reviewing and maintaining your own settings.

10. Payments, subscriptions, invoicing, and payouts

Some Services may be paid, subscription-based, usage-based, or bundled with other services.

If you purchase a subscription, plan, API access, or other paid service, you agree to pay all fees, taxes, and charges associated with your selected plan.

We may use third-party payment processors, banking providers, or payout providers, including Stripe, Revolut Business, or comparable service providers, to process payments, subscriptions, invoices, refunds, chargebacks, or payouts.

You authorise us and our processors to collect and process payment information needed to complete the transaction.

If you are owed a payout, reward, rebate, credit, or other payment under a plan, branch programme, or commercial arrangement, we may require identity, bank, tax, compliance, or fraud-prevention checks before releasing payment.

We may withhold or delay payment where required by law, a payment processor, a banking provider, a dispute, an investigation, or a reasonable fraud or misuse concern.

11. GO features and future regulated services

Some features may relate to Guarantees of Origin, pooling, matching, export evidence, local energy value allocation, or other regulated or semi-regulated energy services.

Unless and until a GO-related feature is expressly launched as available and lawful for your use case, you must not assume that GO credits, certificates, pooling, allocation, retirement, or sale is active, available, or legally effective.

If a GO-related feature is made available, it may require additional terms, a licensed partner, identity checks, site-level information, location information, and additional data disclosures.

We may suspend, limit, or withdraw any GO-related feature if legal, operational, partner, or regulatory conditions change.

12. Member and partner disclosures

You may choose to authorise Surpl to share selected data with installers, service partners, community operators, platform partners, OEMs, or other recipients.

Any such disclosure is limited to the data needed for the authorised purpose and may include, depending on the feature:

• solar metrics;
• inverter metrics;
• EV or charging metrics;
• heat pump or appliance metrics;
• branch-level or community-level information;
• contact details;
• site or location details;
• identifiers necessary to complete the service.

If you authorise sharing with an installer or partner, you are responsible for ensuring that the sharing is appropriate for your circumstances.

13. Acceptable use

You must not use the Services to:

• violate any applicable law or regulation;
• infringe intellectual property rights;
• transmit malware, spam, abusive content, or harmful code;
• access data you are not authorised to access;
• interfere with, disrupt, or degrade the Services or third-party services;
• attempt unauthorised security testing, credential harvesting, bypassing of access controls, or API abuse;
• misrepresent your identity or authority;
• manipulate reports, claims, market information, branch data, or energy data;
• use the Services in any manner that could damage Surpl’s systems, reputation, operations, partners, customers, or compliance position.

14. Content standards and user submissions

If you submit content, you grant Surpl a non-exclusive, worldwide, royalty-free licence to host, store, reproduce, transmit, display, and otherwise use that content to operate the Services and exercise our rights under these Terms.

You represent that you have all rights necessary to submit that content and that it does not infringe the rights of any third party.

We may remove, restrict, or decline to publish content that violates these Terms or that we reasonably believe is harmful, unlawful, misleading, or inconsistent with the operation of the Services.

15. Intellectual property

Surpl and its licensors retain all rights, title, and interest in the Services, Content, software, workflows, design, trade marks, APIs, models, documentation, and related intellectual property, except for rights expressly granted to you in writing.

Subject to your compliance with these Terms and any applicable subscription or licence, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable licence to access and use the Services for your permitted internal, household, consumer, or business purpose.

No rights are granted except as expressly stated.

16. Third-party services

The Services may integrate with or depend on third-party services, including energy providers, OEMs, installers, payment processors, hosting providers, email providers, analytics tools, and banking providers.

Examples may include Hetzner for infrastructure and hosting, Zoho for email and transactional mail, Stripe for payments, Revolut Business for banking or payout workflows, ESB Networks data pathways, and OEM or partner APIs.

Third-party services are governed by their own terms and privacy policies. We are not responsible for those third-party terms or services.

If a third-party service stops working, changes its rules, suspends access, or becomes unavailable, the corresponding Surpl feature may also stop working.

17. Availability and support

We aim to provide a reliable service, but the Services are provided on an “as available” and “as maintained” basis unless a separate written service level agreement states otherwise.

We do not guarantee uninterrupted, error-free, secure, or fully available service, nor do we guarantee that data will always be current, complete, or accurate.

Maintenance, upgrades, faults, telecom failures, upstream provider failures, integrations, power issues, cyber incidents, or force majeure events may affect availability.

18. Warranties and disclaimers

To the fullest extent permitted by law, and subject always to non-excludable consumer rights where applicable:

• the Services are provided without warranties of merchantability, fitness for a particular purpose, non-infringement, or uninterrupted availability;
• all forecasts, estimates, projections, rankings, savings, scores, and analytics are provided for information only;
• we do not warrant that the Services will generate savings, revenue, GO benefits, export benefits, operational performance, or any other specific result;
• we do not warrant the accuracy or completeness of third-party data, device data, or external data sources.

For Consumers, these disclaimers apply only to the extent allowed by law and do not exclude rights that cannot lawfully be excluded.

19. Limitation of liability

Nothing in these Terms excludes or limits liability where such exclusion or limitation is prohibited by law, including liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, or any other liability that cannot lawfully be excluded.

Subject to the foregoing and to the fullest extent permitted by law:

• we are not liable for indirect, incidental, special, punitive, exemplary, or consequential loss;
• we are not liable for loss of profit, loss of revenue, loss of opportunity, loss of business, loss of data, loss of goodwill, business interruption, or reputational loss, except to the extent such loss cannot be excluded by law;
• our aggregate liability arising out of or in connection with the Services will be limited to the lesser of: (a) the total fees paid by you to us in the 12 months before the event giving rise to the claim, and (b) €100 if no fees were paid, except where a separate written agreement states otherwise.

For Consumers, this clause applies only to the extent permitted by the Consumer Rights Act 2022 and other mandatory law.

20. Indemnity

To the fullest extent permitted by law, you agree to indemnify and hold harmless Surpl, its directors, officers, employees, contractors, affiliates, and suppliers from claims, losses, liabilities, costs, and expenses arising from:

• your breach of these Terms;
• your misuse of the Services;
• your breach of law;
• your infringement of third-party rights;
• your misuse of API credentials, tokens, passwords, or integrations;
• your unauthorised sharing of data, access, or content.

If you are a Consumer, this indemnity applies only to the extent permitted by law and only for losses caused by your own unlawful or wrongful acts.

21. Suspension and termination

We may suspend, restrict, or terminate all or part of the Services or your Account immediately if:

• you breach these Terms;
• we reasonably believe there is a security issue, fraud risk, abuse, or unlawful use;
• a third-party provider, legal requirement, or regulatory issue makes continued access impossible or impractical;
• we discontinue a product or feature;
• payment is overdue; or
• we are required to do so by law or a competent authority.

You may stop using the Services at any time and may close your Account in accordance with the account settings or support process.

Termination does not affect rights and obligations that by their nature should survive, including payment obligations, intellectual property, liability limitations, confidentiality, and dispute provisions.

22. Data protection and privacy

Our collection and use of personal data is governed by our Privacy Policy.

You must read the Privacy Policy before using the Services.

Where you upload, share, or authorise access to data relating to another person, you confirm that you have a lawful basis to do so and that any required notices or consents have been handled appropriately.

23. Consumer rights and mandatory law

If you are a Consumer, nothing in these Terms is intended to exclude or limit rights that cannot legally be excluded under Irish or EU law.

If any term is inconsistent with a mandatory consumer right, the mandatory right prevails for Consumers.

We do not intend to use unfair terms, hidden terms, or terms that would be unenforceable against consumers under Irish law.

24. Business customers and professional users

Where you use the Services in a business context, you acknowledge that:

• business users may receive commercial, experimental, beta, or early-access features;
• business use may involve higher operational risk, data processing, integration complexity, and dependency on external systems;
• you are responsible for your own compliance, regulatory analysis, and customer communications;
• you should not rely solely on Surpl for legal, tax, accounting, energy-market, or regulatory decisions.

Any separate order form, reseller agreement, enterprise agreement, MSA, SOW, API addendum, or partner contract will supplement these Terms and prevail where it expressly conflicts with them.

25. Changes to the Services or Terms

We may update these Terms from time to time.

If the changes are material, we may give notice by email, in-product notice, website notice, or other reasonable means. Continued use of the Services after the effective date of the updated Terms means you accept the updated Terms, to the extent permitted by law.

26. Force majeure

We are not liable for delays or failures caused by events outside our reasonable control, including power failures, internet outages, cloud provider failures, telecom disruptions, strikes, civil disturbance, natural disasters, regulatory action, war, cyber incidents, or failures of third-party services.

27. Confidentiality

Where we or you receive confidential information in connection with a separate written agreement, each party must use reasonable care to protect that confidential information and not disclose it except as permitted by that agreement or by law.

This section does not create a confidentiality obligation for ordinary public-facing use of the Services unless a separate agreement says otherwise.

28. Notices

We may give you notice by email, in-app notice, dashboard alert, website notice, or any other reasonable method.

Notices to us should be sent to DPO@surpl.ie unless a separate agreement states a different notice address.

29. Governing law and jurisdiction

These Terms and any dispute or claim arising from them or their subject matter are governed by the laws of Ireland.

Subject to any mandatory consumer rights or any separate dispute-resolution process agreed in writing, the courts of Ireland shall have exclusive jurisdiction.

30. Miscellaneous

• If any part of these Terms is held invalid or unenforceable, the remainder will continue in effect.
• A failure to enforce any right is not a waiver of that right.
• You may not assign your rights or obligations under these Terms without our written consent. We may assign our rights and obligations in connection with a business transfer, reorganisation, merger, acquisition, or sale of assets.
• These Terms, together with the Privacy Policy and any applicable service-specific terms, form the entire agreement between you and Surpl regarding the Services, except where a separate written contract applies.

31. Contact

If you have questions about these Terms, contact:

Surpl Energy Limited — VENTURE HUB, 136 CAPEL STREET, DUBLIN 1, DUBLIN, D01 T2C9, IRELAND — Email: DPO@surpl.ie