Terms of Service

Effective date: 20 August 2025

1. Introduction

These Terms of Service (“Terms”) set out the rights and responsibilities between UPowr Pty Ltd (“UPowr”, “we”, “us”) and the organisation or individual agreeing to these Terms (“Customer” or “you”).

These Terms govern your use of:

  • the UPowr Console (our web-based platform),

  • the UPowr Installer Mobile App (iOS & Android), and

  • Any related services, integrations, or features we provide (together, the “Services”).

By signing an Order Form, clicking “I agree”, or using the Services, you agree to these Terms on behalf of your organisation. If you do not agree, you must not use the Services.

2. Who These Terms Apply To

The Customer is the organisation that has purchased or subscribed to the Services. The Customer may authorise individuals to use the Services on its behalf (“Users”). Users may include administrators, back-office staff, sales and design teams, technical operators, and installers or subcontractors who access the Installer App in the field.

The Customer is responsible for ensuring that all Users comply with these Terms. Actions taken by Users are deemed actions of the Customer.

3. Scope of Services and Licence

UPowr provides a modular SaaS platform to support the design, sale, installation, and ongoing management of solar and battery systems, as well as related workflows.

Subject to these Terms, UPowr grants the Customer a limited, non-exclusive, non-transferable right for its authorised Users to access and use the Services during the subscription term. The Services are provided solely for the Customer’s internal business purposes in the renewable energy sector.

The Customer and its Users must not copy, modify, create derivative works from, or reverse engineer any part of the Services. The Services may not be used for unlawful purposes, to transmit malicious code, or in any manner inconsistent with their intended use.

4. Accounts and Administration

Each User must have a unique login. Accounts are personal to the User and must not be shared. The Customer is responsible for managing Users, assigning roles, and ensuring appropriate permissions are in place. Administrators appointed by the Customer have control over account settings, billing, and access management.

The Customer remains responsible for all activities carried out under its accounts, including by subcontractors or installers using the Installer App.

5. Subscriptions, Orders, and Payment

Use of the Services requires a valid subscription or a signed Order Form. The duration of the subscription, the fees payable, the billing cycle, and any renewal terms will be specified in the applicable Order Form.

Unless otherwise stated, subscriptions renew automatically at the end of each term for the same length as the initial term. Fees are non-refundable except where required by law. Additional services such as premium support, enhanced availability, or training may be purchased under separate Order Forms.

You can turn off auto‑renew by emailing [email protected] with at least 30 days' notice.

6. Service Availability and Maintenance

UPowr will use commercially reasonable efforts to make the Services available at least 99.9% of the time in each calendar month. This availability target does not apply to downtime caused by scheduled maintenance, urgent security updates, events outside UPowr’s control, or issues arising from the Customer’s systems, devices, or third-party services.

Scheduled or emergency maintenance may be performed without prior notice. When maintenance is underway, we may display a notice in the Console. The Customer acknowledges that no service credits or financial compensation are provided under these Terms. Higher availability commitments may be agreed under a separate enterprise contract.

7. Support

UPowr provides standard support during business hours, Monday to Friday, 08:00 am to 06:00 pm, Australian Eastern Standard Time. We aim to provide an initial response to support requests within four business hours. Resolution times are not guaranteed.

Premium support packages with faster response and extended coverage are available as optional add-ons and will be set out in your Order Form.

8. Acceptable Use of the Installer App

The UPowr Installer App is intended for use by installers and field staff in connection with projects managed through the UPowr platform. Installers must use the App only as instructed by the Customer and only for lawful purposes.

Installers must not use the App while driving or in unsafe conditions, must ensure that data entered is accurate and complete, and must comply with all health and safety obligations relevant to their work. The Customer is responsible for ensuring that its installers and subcontractors understand and comply with these obligations.

Any misuse of the Installer App by installers, including fraudulent data entry, use of another person’s credentials, or interference with the functioning of the App, will be treated as a breach of these Terms by the Customer.

9. Data and Privacy

The Customer retains ownership of all data uploaded into the Services (“Customer Data”). The Customer is responsible for obtaining all necessary consents from its own customers, employees, and subcontractors in relation to personal data shared through the Services.

The Customer grants UPowr a licence to host, process, transmit, and display Customer Data as required to provide the Services. UPowr may use Customer Data to improve and develop our Services, including:

(a) analyzing usage patterns and system performance;

(b) training machine learning models for enhanced recommendations;

(c) creating industry benchmarks and insights; and

(d) optimizing platform functionality.

Such use will be subject to appropriate technical and organisational safeguards to protect confidentiality. Personal Information will only be processed in compliance with Australian Privacy Laws.

If we become aware of a Data Incident, we’ll tell you as soon as we can, explain what happened and what we’re doing about it, and work with you on any notifications required under the Notifiable Data Breach scheme. We’ll keep records as required by law. These obligations don’t apply if the issue is caused by your misuse, your settings, third‑party services outside our control, or events beyond our reasonable control.

10. Security Measures

Our Trust Center at [trust.upowr.com.au] sets out our Security Measures, sub‑processors, and certifications. These are part of this Agreement. We may share summaries of security assessments or certifications with you once per year, under confidentiality.

We may update our Security Measures from time to time but won’t reduce security overall. If we make a material change that reduces security or materially impacts your use, we’ll give you 30 days’ notice. You can end the affected Services and receive a refund for the unused portion of any prepaid fees.

11. Intellectual Property

UPowr owns all intellectual property rights in the Services, including the software, documentation, and any supporting professional services. Nothing in these Terms transfers ownership of UPowr’s intellectual property to the Customer.

If the Customer or its Users provide feedback or suggestions about the Services, UPowr may use this input without restriction to improve the Services.

12. Termination and Suspension

The Customer may terminate its subscription at the end of a term by giving written notice in accordance with the applicable Order Form.

UPowr may suspend or terminate access to the Services if the Customer fails to pay fees when due, breaches these Terms, or poses a security or operational risk. We may suspend Services immediately if needed to deal with a security or legal issue, but we’ll keep it to the minimum necessary and let you know. For other breaches, we’ll give you written notice and 14 days to fix the problem before suspending or ending Services. For non‑payment, we may suspend after 10 days’ notice and end Services if still unpaid after 20 days.

Upon termination, all rights to use the Services will immediately end. The Customer will have thirty days to request an export of its Customer Data before UPowr may delete it, unless we need to keep it by law.

13. Warranties and Disclaimers

The Services are provided “as is” and “as available”. To the fullest extent permitted by law, UPowr disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

While the Services are designed to support industry standards and good practice, UPowr is not responsible for ensuring your compliance with applicable laws, regulations, or codes of practice (including electrical licensing, work health and safety, consumer law, or the New Energy Tech Consumer Code). You are solely responsible for meeting your compliance and licensing obligations.

We will work with you in good faith to support your compliance needs as they evolve, including updating workflows or configurations on request, but sole responsibility for compliance remains with you.

We do not guarantee that the Services will be uninterrupted, error-free, or free from security vulnerabilities.

14. Limitation of Liability

To the maximum extent permitted by law, UPowr’s total liability arising from or related to these Terms will not exceed the fees paid by the Customer in the twelve months preceding the claim.

UPowr will not be liable for indirect, incidental, special, or consequential damages, including loss of profits, loss of data, or business interruption. UPowr will not be liable for any fines, penalties, or losses arising from your failure to comply with applicable laws, regulations, or industry codes.

The parties may agree a higher Special Claims Cap for IP and Data Incident claims in an Order Form.

15. Indemnities

The Customer agrees to indemnify and hold harmless UPowr against any claims, losses, or liabilities arising out of:

  • the Customer’s or its Users’ misuse of the Services,

  • the Customer Data, including any infringement or privacy violations, or

  • the Customer’s failure to comply with applicable laws, regulations, or industry codes (including but not limited to electrical licensing, WHS requirements, consumer protections, and the New Energy Tech Consumer Code, where applicable).

These indemnities are subject to the liability limits in this Agreement, unless your Order Form sets a higher limit for Data Incident claims.

16. Governing Law and Dispute Resolution

These Terms are governed by the laws of New South Wales, Australia. The parties will first attempt to resolve any dispute informally and in good faith. If the dispute cannot be resolved, it will be subject to the exclusive jurisdiction of the courts of New South Wales.

17. Changes to Terms

UPowr may update these Terms from time to time. If we make material changes, we will provide notice through the Console or by email. Continued use of the Services after the updated Terms take effect will constitute acceptance.

If a change materially reduces your rights, we’ll give you 30 days’ notice. If you don’t agree, you can provide written notice to end the affected Services before the change takes effect and we’ll refund the unused portion of any prepaid fees.

18. General Provisions

These Terms, together with the Customer’s Order Forms, the Privacy Policy constitute the entire agreement between the parties. If any provision is found unenforceable, the remainder will continue in full force and effect. Neither party may assign these Terms without the other’s consent, except in connection with a merger, acquisition, or sale of substantially all assets.

19. Schedule 1 - Definitions

  • Customer Data: information or content you provide to UPowr in using the Services, including Personal Information.

  • Personal Information: information about an individual that is reasonably identifiable, as defined under the Privacy Act 1988 (Cth).

  • Australian Privacy Laws: the Privacy Act 1988 (Cth) and Australian Privacy Principles (APPs).

  • Data Incident: unauthorised access to, disclosure of, or loss of Personal Information in Customer Data held by UPowr, that is likely to result in serious harm or requires notice under the Privacy Act.

  • Security Measures: the safeguards we describe in our Trust Center at [trust.upowr.com.au].