Terms and Conditions

Clause 1 – Scope and definitions

(1) These General Terms and Conditions (hereinafter “Terms and Conditions”) apply to all contracts between Elephant Power GmbH, Sieglestraße 33H, 70469 Stuttgart (hereinafter “EP”), and its customers concerning (a) the sale and delivery of products, in particular the “ElephantONE” system and other EP systems together with accessories, (b) the provision of services, including factory customer service, and (c) the provision and use of software.

(2) These Terms and Conditions apply exclusively to entrepreneurs within the meaning of Section 14 BGB (German Civil Code), legal entities under public law and special funds under public law. They do not apply to consumers.

(3) Deviating, conflicting or supplementary general terms and conditions of the Customer shall only become part of the contract if and to the extent that EP has expressly agreed to their validity in text form. This also applies if EP carries out deliveries or services without reservation in the knowledge of the Customer's terms and conditions.

(4) The provisions relate to one another as follows: the General Part (clauses 1 to 5 and clauses 8 to 12) applies to all supplies and services. In addition, clause 6 applies to Services and clause 7 to Software. In the event of any conflict, the specific provisions (clauses 6 and 7) take precedence over the General Part.

(5) Definitions: “Products” are all goods supplied by EP, including ElephantONE and other EP systems. “Services” are commissioning, maintenance, repair and support services, including remote diagnosis and remote support (remote service calls), which EP provides itself – for example as factory customer service in support of a service partner. “Software” comprises the programs, platform services and firmware, together with documentation, provided or made available by EP; this also includes third-party software (e.g. from Kiwigrid, GridX or other established providers) which EP integrates or makes available as part of the Products and to which the licence terms of the respective third-party provider additionally apply; EP will make these licence terms available on request. “Installer” is the natural or legal person who installs, commissions and maintains the Product on behalf of the Customer; the Customer and the Installer may be the same person or different persons. Service partners certified by EP are deemed to be Installers within the meaning of these Terms and Conditions insofar as they provide the corresponding services. “Operator” is the owner or user of the system at the installation site; as a rule, the Operator is not a contractual partner of EP. “ONE Care” is EP's service partner programme; its services and fees are governed exclusively by the service partner agreement and its annexes.

(6) Individually negotiated agreements between EP and the Customer (e.g. service partner agreement, framework agreements, blanket orders, service level agreements) take precedence over these Terms and Conditions. These Terms and Conditions apply on a supplementary basis insofar as the individual agreement does not contain a provision.

Clause 2 – Conclusion of contract and offers

(1) EP's offers are subject to change and non-binding unless they are expressly designated as binding.

(2) A contract is only concluded upon EP's order confirmation in text form or upon execution of the delivery or service. Orders placed by the Customer are binding offers which EP may accept within 14 days.

(3) Legally binding declarations and notifications by the Customer relating to the contract (e.g. setting of deadlines, notifications of defects) require at least text form. Notifications of defects and service requests are to be sent to [email protected] or via the Service Platform provided by EP. Machine-generated business correspondence (e.g. order confirmations, invoices) is binding even without a signature.

Clause 3 – Prices and terms of payment

(1) The prices agreed in the contract apply; otherwise, EP's price list valid at the time the contract is concluded applies. EP's price lists remain valid until a new version is published; for orders already confirmed, the confirmed price remains decisive. All prices are net, plus packaging, shipping and the applicable statutory value added tax.

(2) Unless different individual terms of payment have been agreed in the offer or in the order confirmation, invoices are due without deduction within 14 days of the invoice date by bank transfer to the account specified by EP. Timeliness of payment is determined by receipt of the amount by EP. Where the purchase price is invoiced in instalments, the remaining balance of the purchase price is due at the latest before the Installer begins the installation, unless the parties have agreed otherwise.

(3) In the event of default in payment, EP charges default interest at the statutory rate. The right to claim further damage remains unaffected.

(4) The Customer may only set off claims or exercise a right of retention insofar as these claims are undisputed or have been finally established by a court or are based on the same contractual relationship.

(5) If material changes in the cost basis occur after conclusion of the contract (e.g. in material, energy, labour or logistics costs), EP is entitled, in the case of continuing obligations (i.e. contracts with recurring performance and remuneration, such as maintenance, service or software subscriptions), unless a different adjustment mechanism (e.g. indexation) has been agreed in the respective contract, to adjust the prices accordingly at its reasonable discretion; cost reductions shall be taken into account to the same extent in favour of the Customer. EP shall announce price adjustments in text form at least six weeks in advance. If the price increases by more than 5 % as a result, the Customer may terminate the continuing obligation concerned within four weeks of the announcement with effect from the date of the price increase.

(6) Public subsidies (e.g. under the Federal Funding for Efficient Buildings – BEG) are applied for by, and are the responsibility of, the Customer or its end customer. EP assumes no responsibility for the eligibility of the Products or of individual components for subsidies, nor for the existence, amount or continuation of subsidy programmes. On request, EP will show the cost shares of eligible and non-eligible components (e.g. battery storage and inverter) separately on the invoice.

Clause 4 – Delivery, delivery time and passing of risk

(1) Unless another place is specified in the order confirmation, deliveries are made “ex warehouse” EXW warehouse Stuttgart, Sieglestraße 33H (Incoterms 2020). This place is the place of performance for deliveries. The place of subsequent performance is determined in accordance with clause 8(2).

(2) Delivery periods and dates are agreed individually; unilateral statements by EP are non-binding unless they are expressly designated as binding. Delivery periods begin on the date of EP's order confirmation, but not before all details of execution have been clarified and all prerequisites to be created by the Customer have been met (e.g. receipt of agreed down payments, documents and permits to be provided); delivery dates are postponed accordingly by the period during which these delivery prerequisites are not fully met. The delivery period is deemed to have been met if EP has made the goods ready for dispatch by the time it expires. Whether EP is in default of delivery is determined in accordance with the statutory provisions. However, the Customer may only withdraw from the contract within the scope of the statutory provisions insofar as EP is responsible for the delay. Clause 9 applies exclusively to claims for damages on account of default.

(3) If EP dispatches the goods at the Customer's request, the risk of accidental loss and accidental deterioration passes to the Customer upon handover of the goods to the forwarding agent or carrier.

(4) EP is entitled to make partial deliveries insofar as this is reasonable for the Customer. For delivery items that EP does not manufacture itself, delivery is subject to correct and timely self-supply, unless EP is responsible for the late, defective or failed supply. If EP is not supplied despite having properly placed its own orders, EP is entitled to withdraw from the affected part of the contract; EP will inform the Customer of this without undue delay and refund any consideration already provided.

(5) Events of force majeure – i.e. unavoidable events for which neither party is responsible, such as industrial action, operational disruptions, unavailability of goods and services, epidemics, wars or terrorist attacks, which make delivery significantly more difficult or impossible – extend delivery periods appropriately. If the impediment lasts for more than two months, both parties are entitled to withdraw from the affected part of the contract. This also applies if the circumstances mentioned occur during a default that has already occurred or at one of EP's suppliers.

(6) Until delivery, EP reserves the right to make technically necessary changes to the Products that are reasonable for the Customer (e.g. changes to components, suppliers or specifications), insofar as the agreed quality and the intended use presupposed by the contract are not significantly impaired. Delays caused by conformity certificates or approvals that are still outstanding extend the delivery period accordingly. If such a delay lasts for more than two months, paragraph (5), second sentence, applies accordingly.

(7) If the Customer is in default of acceptance or in default with taking delivery, or if the delivery is delayed for other reasons for which the Customer is responsible (e.g. failure to cooperate), EP is entitled to demand compensation for the resulting damage, including additional expenses (e.g. storage and transport costs), and/or to withdraw from the part of the contract not yet performed after a reasonable grace period has expired without result. EP is also entitled to store the goods, or have them stored, at the Customer's cost and risk.

(8) The Products are intended for installation and operation in the Federal Republic of Germany. Installation in, or onward supply to, other countries requires EP's prior consent in text form; conformity certificates, approvals and guarantee conditions for other countries are not the subject of the contract. Until commissioning, the Customer shall store the Products in accordance with EP's specifications (in particular the temperature and state-of-charge specifications for the battery system). Damage and capacity losses resulting from improper storage do not constitute a defect. The start of the manufacturer's guarantee in the event of delayed commissioning is governed by the guarantee conditions.

(9) If the Customer resells Products, the Customer undertakes to pass on to its purchaser EP's specifications and documents relevant to operation, the manufacturer's guarantee and data processing (in particular the guarantee conditions, the Operator declaration including data protection information, installation and maintenance specifications, and the notice that installation, commissioning and maintenance by a service partner certified by EP are a prerequisite for the manufacturer's guarantee) and to pass on the obligations under clause 6(8) to (10) and clause 11(3) to its purchaser. The purchaser's contractual partner is solely the Customer; EP does not become a contractual partner of the Operator.

Clause 5 – Retention of title

(1) Products delivered remain the property of EP until all claims arising from the business relationship have been paid in full (goods subject to retention of title).

(2) The Customer is entitled to resell the goods subject to retention of title in the ordinary course of business. The Customer hereby assigns to EP, by way of security, the claims to which it is entitled from the resale in the amount of the invoice value of the goods subject to retention of title; EP accepts the assignment. The Customer remains authorised to collect the claims for as long as it meets its payment obligations.

(3) If the realisable value of the securities exceeds the claims to be secured by more than 10 %, EP will release securities of its choice at the Customer's request. The Customer must inform EP without undue delay of any access by third parties to the goods subject to retention of title.

(4) If the Customer processes the goods subject to retention of title or combines them with other items, EP acquires co-ownership of the new item in the ratio of the invoice value of the goods subject to retention of title to the value of the other items. The new item is deemed to be goods subject to retention of title. The Customer holds it in safe custody for EP free of charge.

Clause 6 – Services and factory customer service

(1) Insofar as EP itself provides Services – for example at the request of a service partner or of a Customer – (factory customer service), the following provisions apply in addition. EP provides factory customer service in a supporting capacity unless expressly agreed otherwise (e.g. in a separate maintenance or service contract); responsibility for the result and for acceptance of commissioning and installation then remains with the Installer. Where EP accompanies a service partner's first commissionings or service calls (e.g. as part of certification or through an EP Service Expert), this is done for the purposes of support and quality assurance; the Installer's responsibility remains unaffected.

(2) The type, scope and remuneration of the Services are set out in EP's respective offer or order confirmation. Unless a fixed price has been agreed, Services are invoiced on a time-and-materials basis at the agreed rates, otherwise at the rates of EP's price list valid at the time, otherwise at the usual hourly and material rates (Section 632(2) BGB), plus call-out and travel costs; remote diagnosis and remote support (remote service calls) are invoiced on a time-and-materials basis or at the flat rates agreed for them. If a service call requested by the Customer turns out not to be covered by statutory warranty or guarantee (e.g. operating error, installation error or site-related fault, lack of connectivity, no fault found), the requesting Customer bears the costs of the call on a time-and-materials basis.

(3) Services are provided with the agreed care in accordance with the state of the art. Unless a specific result has been expressly agreed as owed, they constitute a service (Dienstleistung); a specific availability, response time or recovery time is only owed if separately agreed.

(4) The Customer shall ensure that EP is given access to the system in good time and free of charge, that the necessary information, documents and connections are available and that the place of work complies with occupational health and safety requirements. Delays or additional work resulting from insufficient cooperation by the Customer are at the Customer's expense. If the Customer engages a third party as Installer, the Customer is liable for that party's obligations to cooperate as for its own conduct (Section 278 BGB); the Installer must meet EP's minimum technical requirements as applicable from time to time.

(5) The Customer may postpone agreed appointments free of charge in text form up to 48 hours in advance. In the event of a later cancellation or a wasted call-out for reasons for which the Customer is responsible, EP is entitled to charge a reasonable amount for the effort incurred.

(6) If EP uses subcontractors or certified service partners to provide Services, EP remains the Customer's contractual partner.

(7) For remote maintenance, remote diagnosis or troubleshooting, EP is entitled, on the basis of the consent given by the Customer upon conclusion of the contract, to access the systems concerned remotely. Remote access may take place via third-party infrastructure and platform services qualified by EP (e.g. mobile connectivity, cloud and device management services). In the event of emergency access (e.g. a safety alarm or impending damage to the system), EP is entitled to access without undue delay and to notify the Customer in text form at the same time or immediately afterwards. The Customer is obliged to inform the Operator about possible remote access by EP within the scope of the Customer's own privacy policy. EP logs remote access to an appropriate extent and provides the Customer with an overview of the significant instances of access on request. EP only accesses to the extent necessary and may process technical operating and diagnostic data in doing so; clause 11 applies in addition. The Customer remains responsible for backing up its data.

(8) The Customer shall ensure, at its own expense, the connectivity of the system required for remote access, monitoring and data transmission and shall maintain it for the duration of agreed guarantee, maintenance or service work; this includes adequate mobile reception at the installation site or, alternatively, suitable internet/network access. If a service partner agreement exists, the provision of mobile connectivity by EP is governed by its provisions. Disruptions to the mobile connection for which EP or the network operator is responsible are not at the Customer's expense. The Customer is responsible for fulfilling the statutory obligations incumbent on it as the operator of the system, in particular for registering the system and its components in the Market Master Data Register (Marktstammdatenregister); EP provides reasonable support with information. The Customer shall tolerate grid-supportive control of controllable consumption devices (in particular heat pump and battery storage) in accordance with Section 14a EnWG (German Energy Act) as well as the technical retrofits, reconfigurations and updates required for this purpose (e.g. connection to a smart meter gateway). Insofar as such measures are required by law or by the authorities, they do not constitute a defect in the Products or the Software.

(9) The Customer or the Installer engaged by it shall notify EP of every commissioning without undue delay, at the latest within five working days, via the Service Platform or using EP's commissioning report, stating serial numbers, installation site and date of commissioning and – together with the Operator declaration – the Operator data required for the guarantee confirmation. The notification is a prerequisite for the guarantee confirmation to the Operator, the registration of the components with the respective component manufacturer and the assignment of the system in the Service Platform.

(10) The Customer shall cooperate in EP's safety and field measures (e.g. safety notices, retrofits, recalls, blocking of components or spare parts), shall no longer use components and spare parts blocked by EP, and shall pass on safety-relevant information without undue delay to its purchasers and to the Operators. EP will inform the Customer of such measures in text form at the address last notified; the Customer's obligations begin upon receipt of the information. In order to avert danger to persons or property, EP may also inform Operators directly.

Clause 7 – Provision and use of Software

(1) Insofar as EP provides or makes available Software to the Customer, the following provisions apply in addition. This includes in particular the applications and portals provided by EP – for example the EP service platform for service partners (“EP App”), installation and service applications, operator, monitoring and O&M portals and end-customer apps, in each case in the form and stage of development provided by EP (hereinafter collectively the “Service Platform”) – as well as the firmware of the EP systems. By using the Software, the Customer accepts these terms.

(2) EP grants the Customer a simple, non-exclusive, non-transferable right, limited territorially to the area of use provided for in the contract, to use the Software as intended during the term of the contract. The scope of the intended use is set out in these Terms and Conditions, the service description and any supplementary terms of use. Access to the Service Platform and the scope of use require an existing contract with EP (e.g. service partner agreement or separate licence agreement) and end upon its termination; access credentials are to be treated confidentially and may only be made available to certified or authorised persons of the Customer.

(3) If the Software is provided as a network-based service (cloud/SaaS), it is used via infrastructure operated or contracted by EP. EP endeavours to ensure high availability; uninterrupted availability is not owed. Maintenance windows and temporary disruptions are permitted. The provision of monitoring, display or alarm functions does not give rise to any obligation on the part of EP to actively monitor the system or to detect faults; clause 7(9) remains unaffected. The functionality and development stages of the Service Platform may evolve; individual functions may be made available subsequently by means of an update.

(4) The source code remains with EP. The Customer is not entitled to reproduce the Software (except within the scope of its intended use and for necessary backup copies), to modify it, to reverse engineer it, to decompile it or to make it accessible to third parties. The mandatory rights under Sections 69d, 69e UrhG (German Copyright Act) remain unaffected. Copyright notices must not be removed.

(5) EP provides updates, patches and new versions at its own discretion. Updates may be installed automatically by remote data transmission without prior individual notice (FOTA). EP may install security-relevant updates at any time. Updates may not permanently restrict the contractually agreed essential functionality by more than an insignificant degree.

(6) If the Software contains open-source components, the respective open-source licence terms take precedence; EP will make these available on request.

(7) The selection of the Software with regard to the intended applications and appropriate data backup are the Customer's responsibility.

(8) If EP creates individual adaptations, modules, interfaces or configurations for the Customer, the rights to them, including the source code, remain with EP unless otherwise agreed. The Customer receives a simple right of use in accordance with paragraph (2). EP may also use the components and know-how developed in the process for other customers. Content and data provided by the Customer remain with the Customer. A transfer of exclusive rights or the surrender of the source code requires a separate agreement and remuneration.

(9) Specific availabilities, response times and recovery times as well as extended support (e.g. monitoring, maintenance, premium support) are only owed if they have been agreed separately in a service level agreement (SLA). In the absence of such an agreement, the general provisions of these Terms and Conditions apply.

(10) The use of the Service Platform, the connectivity of the systems and extended services are subject to a charge; the fees are set out in the service partner agreement, a separate agreement or EP's price list valid at the time. Provision free of charge is not owed. Until individual functions of the Service Platform become available, commissioning, maintenance and service are documented on the forms provided by EP.

(11) Unless otherwise agreed, contracts for the ongoing provision of software, platform services, connectivity or recurring services have an initial term of twelve months from provision or commissioning and are extended by a further twelve months in each case unless terminated in text form with three months' notice to the end of the respective term. The right to extraordinary termination for good cause remains unaffected. Upon termination of the contract, access and rights of use end; EP's rights to system-related data under clause 11(6) remain in force.

Clause 8 – Claims for defects

(1) The statutory provisions apply to defects unless otherwise provided below. Commercial purchases are subject to the duty to inspect and give notice of defects under Section 377 HGB (German Commercial Code); obvious defects must be notified in text form without undue delay, at the latest within two weeks of delivery, and hidden defects without undue delay after their discovery. Defects that only become apparent during installation must be notified in text form without undue delay after the first expert inspection by the Installer; on request, the Customer shall inform EP of the date of this inspection.

(2) In the case of defective Products, EP provides subsequent performance, at its option, by remedying the defect or by delivering a defect-free item or component. For systems that are permanently installed in accordance with their intended use, subsequent performance takes place at the installation site; EP may have it carried out by its own factory customer service or by a certified service partner engaged by EP. Components are only replaced as part of subsequent performance after prior consultation with EP. Defective parts that have been removed become the property of EP and must be returned to EP or to the body designated by EP on request; EP bears the shipping costs. Additional costs of subsequent performance arising because the Products have subsequently been moved to a place other than the place of delivery or the first installation site are borne by the Customer. EP must be given the opportunity to provide subsequent performance within a reasonable period.

(3) Software is free from defects if it essentially fulfils the functions agreed in the service description valid at the time the contract was concluded. Suitability for the Customer's individual purposes is not owed. In the case of software defects, EP fulfils its obligation of subsequent performance by providing a defect-free version or by showing a reasonable way of circumventing the defect; reproducibility of the defect is a prerequisite for liability for defects.

(4) For Services provided as a service (Dienstleistung), the statutory provisions on contracts for services apply; if a specific result is owed, paragraph (2) above applies accordingly.

(5) Claims for defects become time-barred 2 years after delivery or acceptance, unless the law mandatorily prescribes longer periods. This does not apply in the event of intent, fraudulent concealment, damage resulting from injury to life, body or health, the assumption of a guarantee, or in the cases of Section 438(1) No. 2 and Section 634a(1) No. 2 BGB.

(6) The following do not constitute a defect: natural wear and tear, in particular of wearing parts in the course of normal ageing; damage resulting from improper storage, installation, commissioning, operation or maintenance; interventions or repairs by persons not certified or approved by EP; the use of spare or wearing parts not approved by EP or of non-approved third-party devices and third-party software that affect the control of the system; external influences (e.g. water, frost, overvoltage, lightning, force majeure); changes to the Product without EP's consent; and deviations resulting from measures required by law or by the authorities under clause 6(8). The statutory rules on the burden of proof remain unaffected.

(7) If the Customer remedies a defect itself or through third parties in the cases permitted by law, reimbursement of expenses for spare parts is limited to EP's list price valid at the time for the approved original part; parts not approved by EP are not reimbursed.

(8) If a notification of defects turns out to be unjustified and the Customer recognised this or negligently failed to recognise it, EP may charge the inspection, call-out and repair costs incurred on a time-and-materials basis.

Clause 9 – Liability

(1) EP is liable without limitation in the event of intent and gross negligence, fraudulent concealment of a defect, the assumption of a guarantee, culpable injury to life, body or health, and under the Produkthaftungsgesetz (German Product Liability Act).

(2) In the event of a slightly negligent breach of a material contractual obligation (Kardinalpflicht), i.e. an obligation whose fulfilment makes the proper performance of the contract possible in the first place and on whose observance the Customer may regularly rely, liability is limited to the damage that was foreseeable and typical of the contract at the time the contract was concluded.

(3) Otherwise, EP's liability is excluded. In the event of loss of data, liability is limited to the typical recovery effort that would have been incurred had the Customer backed up its data properly and regularly.

(4) The above provisions on liability also apply in favour of EP's legal representatives, employees and vicarious agents. This does not entail any change in the burden of proof to the detriment of the Customer.

Clause 10 – Manufacturer's guarantee and ONE Care guarantee extension

(1) EP grants a voluntary manufacturer's guarantee for ElephantONE systems for the benefit of the respective Operator of the system. Its content, scope, duration (as a rule five years from proper commissioning) and prerequisites are governed exclusively by EP's separate guarantee conditions in the version valid at the time of commissioning. The guarantee gives rise to claims of the Operator against EP; the Customer only has claims of its own under it insofar as it is itself the Operator.

(2) The prerequisites of the manufacturer's guarantee are set out in the guarantee conditions. These include in particular installation, commissioning, maintenance and service in accordance with EP's specifications by service partners certified by EP or other qualified personnel approved by EP, with complete documentation, the notification of commissioning under clause 6(9), and installation and operation of the system in Germany. The Customer's statutory rights in respect of defects remain unaffected by a guarantee.

(3) The manufacturer's guarantee applies in addition to the Customer's statutory rights in respect of defects against EP (clause 8) and does not replace the Customer's statutory warranty obligations towards its own purchasers. The Customer may not give, in EP's name, any guarantee or performance commitments going beyond the guarantee conditions; in particular, commitments regarding performance, efficiency or yield values (e.g. seasonal performance factor, COP, energy savings, payback periods) are excluded, as these depend on the hydraulics, the building and its use.

(4) EP offers an extension of the manufacturer's guarantee to ten years (ONE Care guarantee extension) as a separate service subject to a charge. It can only be obtained via service partners certified by EP; order deadlines, fee, prerequisites and processing are set out in the service partner agreement and the guarantee conditions. The sole guarantor vis-à-vis the Operator is EP.

(5) At commissioning, the Customer or the Installer hands over to the Operator the documents provided by EP (in particular the guarantee conditions, the Operator declaration including data protection information, information on registration and on the guarantee extension, and operating documents) and draws the Operator's attention to the guarantee prerequisites (regular maintenance in accordance with the guarantee conditions, documentation, connectivity of the system). If this is not done, the Customer shall indemnify EP against any resulting claims by the Operator.

Clause 11 – Confidentiality and data protection

(1) Both parties shall treat all non-public business and technical information of the other party confidentially and use it only for the purposes of the contract. This obligation applies for the term of the contract and for three years thereafter.

(2) Insofar as EP processes personal data, it does so in accordance with the statutory provisions, in particular the GDPR. Details of the data processed and of the rights of data subjects are set out in EP's data protection notice, which can be requested at [email protected] and is available on EP's website.

(3) The Customer is obliged to provide the data required for processing the contract correctly. Operator data (name, address, email, telephone) that EP requires for the guarantee confirmation, guarantee processing, safety information and a customer account for the Operator are collected by the Customer or the Installer with the Operator declaration at commissioning and transmitted to EP, or the Customer or the Installer arranges for the Operator to register directly; EP is an independent controller for this processing. The Customer informs its end customers about the transfer of data to EP within the scope of its own privacy policy.

(4) Each party is itself responsible for compliance with the data protection regulations applicable to it. If EP processes personal data exclusively on the instructions and for the purposes of the Customer, the Customer is the controller and EP the processor.

(5) If EP processes personal data on behalf of the Customer, the parties shall conclude a separate data processing agreement in accordance with Article 28 GDPR in advance.

(6) EP may process technical operating, telemetry and diagnostic data generated during the operation of the Products and Software insofar as this is necessary for operation, safety, fault analysis, guarantee processing and further development. Data is transmitted continuously from commissioning; processing may take place via third-party infrastructure and platform services (e.g. HEMS, cloud, mobile and device management providers) which EP engages as processors or which act under their own responsibility. The data processed also includes the history of remote access, control commands and fault messages as well as the energy throughput and remaining capacity of the battery system. The Customer will not interrupt the connectivity of the system required for agreed guarantee, maintenance or service work without prior consultation with EP and will inform EP if a system is expected to be disconnected from the power supply for more than two weeks. EP may make system-related operating, service and maintenance data available to the certified service partner responsible for the system at the time and to the Operator, including after a change of service partner. EP may also use anonymised or aggregated data to improve its products.

Clause 12 – Final provisions

(1) The law of the Federal Republic of Germany applies exclusively, excluding its conflict-of-laws rules and the UN Convention on Contracts for the International Sale of Goods (CISG).

(2) The exclusive place of jurisdiction for all disputes arising from or in connection with the business relationship is Stuttgart, provided that the Customer is a merchant, a legal entity under public law or a special fund under public law. EP is also entitled to bring an action at the Customer's registered office.

(3) Amendments and additions to these Terms and Conditions and other legally relevant declarations require at least text form.

(4) Should any provision of these Terms and Conditions be or become invalid in whole or in part, the validity of the remaining provisions shall remain unaffected.

(5) EP is entitled to transfer rights and obligations under the contract in whole or in part to a company affiliated with EP (Sections 15 et seq. AktG (German Stock Corporation Act)), provided that this does not jeopardise the performance of the contract. EP will inform the Customer of any such transfer in good time in text form. In the event of a transfer to a company not affiliated with EP, the Customer has an extraordinary right to terminate the contract concerned.

(6) EP is registered as a producer under the Elektro- und Elektronikgerätegesetz (German Electrical and Electronic Equipment Act) (WEEE-Reg.-Nr. DE 81584050) and under battery law (Batt-Reg.-Nr. 17810561) and fulfils its take-back and disposal obligations via the take-back systems it has engaged. Waste equipment from private households, including the batteries installed in it, is taken back free of charge; EP will name the return option on request, and public collection points are also available. For waste equipment from users other than private households, EP will name a take-back option on request; dismantling and transport to the return point are borne by the user unless otherwise agreed. The Customer passes on this information and the meaning of the crossed-out wheeled bin symbol to its purchasers.

(7) EP may amend these Terms and Conditions for continuing obligations with effect for the future insofar as this is necessary to adapt them to changes in the law or in case law, to technical developments or to changes in the range of services, and does not unreasonably disadvantage the Customer. Prices and the agreed essential scope of services cannot be changed in this way; clause 3(5) or a separate agreement applies for this purpose. EP shall notify the Customer of amendments in text form at least six weeks before they take effect. If the Customer does not object in text form within four weeks of receipt of the notification, the amendments are deemed to have been accepted; EP will specifically point out this consequence in the notification. In the event of an objection, EP may terminate the continuing obligation concerned with four weeks' notice with effect from the date on which the amendment takes effect. For purchase contracts already concluded, the Terms and Conditions valid at the time the contract was concluded apply.