TERMS OF SERVICE

Terms of Service for Yottar Services (Platform and Reports)

1. Introduction
These Terms of Service (the Terms) govern your organisation’s use of services provided by Yottar Ltd (Yottar, we, us, our). The services may include:
- access to Yottar’s software platform (the Platform) and any related subscription services, and/or
- one-off reports or other deliverables (a Report) provided on a standalone basis.

By placing an order, creating an account, paying an invoice/payment link, or using the Platform, you agree to these Terms on behalf of the legal entity you represent.

2. Definitions
Organisation / Client / you: the legal entity buying the Services.
User: an employee, contractor, or representative authorised by you to use the Platform.
Services: the Platform, any subscription access, any Reports, and any other deliverables we agree to provide.
Platform: Yottar’s software and related features, including any grid models, interfaces, outputs, and tools made available by Yottar.
Report: a one-off assessment report (and any agreed attachments or outputs) provided by Yottar.
Inputs: information you provide to us (for example site locations, load/export assumptions, timelines, MPANs, coordinates).
Third Party Data: data sourced from network companies, public sources, or other third parties.
Subscription Licence: the paid right for your Organisation and Users to access the Platform, as described in an order form, invoice, or statement of work.
Fees: amounts payable for the Services (subscription fees, report fees, and any other charges stated in writing).

3. Ordering and scope

What you are buying: The scope of the Services will be as described in the order form, statement of work, invoice, or payment link description (the Order).
Priority: If there is a conflict between these Terms and an Order, the Order takes priority for that specific purchase.
Changes: If you request changes to scope after an Order is agreed, we may propose a revised fee and/or timeline.

4. Platform accounts and access (where applicable)

Registration: To use the Platform, your Organisation may need an account. You must provide accurate information.
Security: You are responsible for keeping login details secure and limiting access to authorised Users.
Suspension: We may suspend or restrict access if we reasonably believe there is misuse, a security risk, non-payment, or a breach of these Terms.

5. Permitted use and restrictions
‍
Permitted use: You may use the Services for your internal business purposes (including evaluating grid connection potential and related decisions).
Restrictions: You must not, and must not allow Users or third parties to:
- attempt to gain unauthorised access to the Platform or systems (hacking),
- scrape or systematically extract data without our written permission,
- reverse engineer the Platform (to the extent not permitted by law),
- share, publish, distribute, resell, licence, transfer, or otherwise make available any Reports or outputs outside your Organisation, except as expressly allowed under section 6 (including by screenshot, extract, derived summary, or other means that discloses the substance of the content),
- upload malware or interfere with the Platform’s operation,
- use the Services in a way that is unlawful or infringes third-party rights.

6. Reports and sharing of outputs

Internal use only: The Report and any Platform outputs are provided for your internal business purposes only.
No onward distribution: You must not publish, sell, licence, distribute, or otherwise provide the Report or outputs (in whole or in part) to any third party without Yottar’s prior written consent.
Advisers (limited exception): You may share the Report with your professional advisers (for example legal, technical, financial) only where necessary, provided that:
a. those advisers are subject to confidentiality obligations at least as strict as those in these Terms,
b. those advisers may not use the Report for any purpose other than advising you, and
c. you remain responsible for their use of the Report as if it were your own.
No third party reliance: No third party may rely on any Report or outputs unless Yottar has agreed that in writing (for example by issuing a reliance letter or addressing the deliverable to that third party).
Material breach: Any unauthorised sharing or distribution of a Report or outputs is a material breach of these Terms.

7. Reports: Inputs, assumptions, and acceptance

Reports are based on the Inputs you provide and Third Party Data available at the time of preparation.
You are responsible for the completeness and accuracy of Inputs.
Unless otherwise agreed in writing, Reports do not constitute engineering design, network operator advice, or a guarantee of a connection outcome.
If the Order includes a review or correction step, it will be described in the Order. Otherwise, delivery of the Report completes the engagement.

8. Fees, VAT, payment, and renewals

Fees: Fees are as set out in the Order.
VAT: Fees are stated exclusive of VAT unless we say otherwise. VAT will be charged where applicable.
Payment timing: Unless the Order says otherwise, payment is due within 7 days of invoice date, or immediately if paid via payment link.
Subscription renewals (where applicable): Subscriptions renew on the schedule set out in the Order unless cancelled in line with that Order.
Non-payment: If Fees are overdue, we may suspend delivery of Reports and/or suspend Platform access until payment is made.
Special pricing confidentiality: Any special pricing offered to you is confidential and must not be shared with third parties.

9. Intellectual property and licence

Yottar IP: The Platform, underlying models, methods, software, templates, and all related intellectual property rights are owned by or licensed to Yottar.
Your licence:
- For the Platform, we grant you a non-exclusive, non-transferable licence during the subscription term for your authorised Users to access and use the Platform in line with these Terms and the Order.
- For a Report, we grant you a non-exclusive licence to use the Report internally for your business purposes, subject to section 6.Your materials: You retain ownership of your Inputs and any materials you provide.

10. Data use to improve services

We may use information processed through the Services to improve our products and services, including model performance and quality assurance. Where reasonably possible, we will do this in an aggregated and/or de-identified way.

11. Confidentiality

Each party may receive confidential information from the other (including pricing, non-public product details, and outputs).
Each party must keep the other’s confidential information confidential and only use it to perform or receive the Services.
This does not apply to information that is already public (other than through a breach), was lawfully obtained from elsewhere, or must be disclosed by law.

12. Warranties and disclaimers

The Services are provided on an “as is” basis.
We do not promise that the Platform will be uninterrupted or error-free.
Reports and outputs are assessments based on Inputs and Third Party Data available at the time. Grid situations change, and network companies may reach different conclusions.You are responsible for deciding how to use the Services and outputs.

13. Liability

Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud, or any liability that cannot be limited by law.
Subject to clause 13.1, we are not liable for: loss of profit, loss of revenue, loss of business, loss of opportunity, or indirect or consequential loss.
Subject to clauses 13.1 and 13.2, our total liability arising out of or in connection with the Services is capped at the Fees paid (or payable) by you for the relevant Services that gave rise to the claim. If the claim relates to a subscription, the cap is the Fees paid in the 12 months before the event giving rise to the claim.

14. Indemnity

You will indemnify us for losses, damages, and costs arising from your or your Users’ misuse of the Services, breach of these Terms, or unlawful use of outputs, except to the extent caused by our breach of these Terms.

15. Term and termination

Platform subscription: The subscription term is as set out in the Order. Either party may terminate in line with the Order.
One-off Reports: A Report engagement ends once we have delivered the agreed Deliverables and received payment, unless otherwise stated.
Termination for breach: We may suspend or terminate access to the Platform or stop work on a Report if you materially breach these Terms and (where capable of remedy) do not remedy within a reasonable period after notice.
Effect of termination: On termination, your right to access the Platform ends. Clauses that should logically survive termination (including IP, confidentiality, liability, and governing law) will survive.

16. Reference

Each party may refer to the relationship for general communications purposes provided no confidential information is disclosed and no endorsement is implied. Either party may require the other to stop a particular reference if it is misleading.

17. Changes to these Terms

We may update these Terms from time to time. If changes are material, we will take reasonable steps to notify you (for example via the Platform or email). Continued use of the Services after the effective date means you accept the updated Terms.

18. Governing law and disputes

These Terms are governed by the laws of England and Wales. The courts of England and Wales will have exclusive jurisdiction, except where the parties agree in writing to use arbitration.