Effective date: 1 August 2026
These Website General Terms & Conditions provide a concise overview of nanoGrid’s standard contractual terms. They do not replace the contractual documents applicable to a specific order. Where these Website Terms are expressly incorporated into a quotation or agreement, they shall form part of that agreement.
Welcome to nanoGrid.
nanoGrid BV ("nanoGrid", "we", "us" or "our") develops and delivers innovative energy and utility monitoring solutions that help organizations measure, monitor, analyse and optimise their energy and utility consumption. Our solutions combine proprietary software, monitoring hardware and professional services to provide reliable, secure and actionable insights into building performance.
These Website General Terms & Conditions explain the legal framework under which we provide our products and services and describe the rights and responsibilities of both nanoGrid and our customers.
These Terms apply to the supply of nanoGrid's Software Platform, hardware, subscriptions, professional services, support services and any related products or services provided by nanoGrid, unless expressly agreed otherwise in writing.
By accepting a quotation, placing an order, entering into an agreement with nanoGrid or using our products or services, the Customer agrees to be bound by these Terms.
Certain services may also be subject to additional contractual documents, such as a Service Level Agreement (SLA), Data Processing Agreement (DPA), Statement of Work (SOW) or other project-specific terms.
These Website General Terms & Conditions form part of nanoGrid's contractual framework.
Where the parties enter into a quotation, Order Form, Master Services Agreement (MSA), Statement of Work (SOW) or any other written agreement, those documents together constitute the complete agreement between nanoGrid and the Customer.
If there is any inconsistency between these Website Terms and a separately executed agreement, the provisions of the executed agreement shall prevail to the extent of that inconsistency.
For enterprise projects, larger implementations or customer-specific arrangements, nanoGrid may also incorporate its Full General Terms & Conditions into the contractual documentation. In such cases, the Full General Terms & Conditions shall govern the contractual relationship to the extent specified in the applicable agreement.
At nanoGrid, we believe long-term partnerships are built on transparency, professionalism and mutual trust. These Terms are intended to provide a fair allocation of rights and responsibilities while supporting the efficient, secure and reliable delivery of our technology and services.
nanoGrid provides a cloud-based Software Platform that enables customers to monitor, analyse and manage energy and utility consumption across one or more sites.
Depending on the services purchased, the Software Platform may include dashboards, reporting, analytics, alerts, application programming interfaces (APIs), integrations and other digital functionality. We continuously enhance our platform to improve performance, security and user experience. As a result, features and functionality may evolve over time.
Access to the Software Platform is granted as a subscription and remains subject to these Terms and any applicable contractual agreements.
Where required, nanoGrid supplies monitoring hardware, communication devices, gateways, sensors, meters and related equipment to support the delivery of its services.
Unless otherwise agreed in writing, hardware specifications may be updated or replaced with functionally equivalent alternatives where reasonably necessary due to technological developments, component availability or product improvements, provided that the overall functionality of the solution is not materially reduced.
Ownership of hardware remains subject to the applicable commercial terms and payment obligations set out in these Terms.
nanoGrid provides a range of professional services to support the successful implementation and operation of its solutions. These services may include, among others:
• Project management
• Site surveys
• Installation and commissioning
• System configuration and integration
• Technical consultancy
• Training
• Maintenance and support
• Other services agreed between nanoGrid and the Customer
Unless expressly agreed otherwise, nanoGrid determines the methodology, sequencing and resources required to perform these services and will use appropriately qualified personnel to deliver them with reasonable skill and care.
Many of nanoGrid's products and services are provided on a subscription basis.
Subscriptions give the Customer access to the Software Platform and, where applicable, related monitoring, communication, support and maintenance services for the agreed subscription period.
Subscription services remain active for the duration agreed between the parties and may automatically renew where provided for in the applicable agreement. Unless expressly agreed otherwise, subscription fees remain payable throughout the agreed subscription term, regardless of the Customer's actual use of the services.
Unless stated otherwise, quotations issued by nanoGrid are valid for thirty (30) calendar days from the date of issue.
Quotations are based on the information available at the time they are prepared and may be subject to assumptions, dependencies or exclusions identified in the quotation. Any changes to the project scope, technical requirements or site conditions may require a revised quotation.
All quotations, proposals, pricing and related commercial information provided by nanoGrid are confidential and may not be disclosed to third parties without nanoGrid's prior written consent, except where required by applicable law.
A binding agreement is formed when the Customer:
• accepts a quotation or proposal in writing;
• signs an Order Form, Master Services Agreement (MSA), Statement of Work (SOW) or other written agreement;
• issues a purchase order accepted by nanoGrid; or
• requests nanoGrid to commence the agreed products or services.
nanoGrid reserves the right to decline any order at its reasonable discretion before a binding agreement has been concluded.
Where the Customer's internal procurement procedures require the issuance of a purchase order ("PO"), the Customer shall provide the applicable PO before nanoGrid is required to commence work or issue invoices, unless otherwise agreed.
A purchase order is an administrative requirement only and shall not modify, replace or override the commercial or legal terms agreed between the parties.
Failure to provide a required purchase order shall not relieve the Customer of its obligation to pay for products or services that have been ordered or delivered.
Projects occasionally evolve after work has commenced. If the Customer requests changes to the agreed scope, specifications, deliverables, schedule or implementation approach, nanoGrid will assess the impact of the requested changes.
Where a requested change affects pricing, timelines, resources or technical implementation, nanoGrid may issue a revised quotation or change order before the additional work is performed.
nanoGrid is not obliged to perform changes that have not been mutually agreed.
Services requested by the Customer that fall outside the agreed scope of the original quotation or agreement may be treated as additional services.
Additional services may include, for example:
• additional site visits;
• work outside normal business hours;
• changes resulting from inaccurate or incomplete customer information;
• additional integrations or custom development;
• rework resulting from customer-requested changes;
• services required due to circumstances outside nanoGrid's reasonable control.
Unless otherwise agreed in writing, additional services will be invoiced at nanoGrid's applicable rates in effect at the time the services are performed.
The Customer is responsible for providing complete, accurate and timely information reasonably required for nanoGrid to deliver its products and services.
nanoGrid may rely on the information, documentation and instructions provided by the Customer or by third parties acting on the Customer's behalf. nanoGrid shall not be responsible for delays, additional costs or reduced performance resulting from inaccurate, incomplete or outdated information.
The Customer shall ensure that each site is reasonably prepared for the agreed products or services before the scheduled delivery or installation date.
Unless otherwise agreed, this includes ensuring that:
• the installation location is accessible and suitable for the agreed works;
• required utilities, communications infrastructure and power supply are available where applicable;
• all necessary permits, approvals and authorisations have been obtained; and
• any prerequisites identified by nanoGrid have been completed before work commences.
If a site is not ready when nanoGrid arrives, nanoGrid may reschedule the work and recover any reasonable additional costs incurred.
The Customer shall provide nanoGrid with safe and timely access to the relevant buildings, technical rooms, equipment, meters and other locations required to perform the agreed services.
The Customer is responsible for ensuring that any required access credentials, keys, badges, permits, escorts or site representatives are available at the agreed time.
Where access cannot be provided as agreed, nanoGrid may reschedule the services and recover any reasonable costs resulting from the delay.
Successful delivery of nanoGrid's solutions depends on timely cooperation between the parties.
The Customer shall provide reasonable assistance throughout the project, including responding to requests for information, reviewing deliverables, coordinating with relevant stakeholders and making decisions within a reasonable timeframe.
nanoGrid shall not be liable for delays or additional costs arising from the Customer's failure to cooperate or fulfil its responsibilities under these Terms.
Where the delivery of nanoGrid's products or services depends on third parties, including property owners, landlords, tenants, utility companies, internet service providers, contractors or other suppliers, the Customer shall use reasonable efforts to facilitate the required cooperation.
nanoGrid is not responsible for delays, interruptions or additional costs resulting from the acts or omissions of third parties outside its reasonable control.
The Customer shall provide a safe working environment that complies with all applicable health, safety and environmental laws and regulations.
The Customer shall inform nanoGrid in advance of any known site-specific hazards, access restrictions or safety procedures that may affect the performance of the services.
nanoGrid reserves the right to suspend or postpone work where site conditions are considered unsafe or where continuing the work would expose its personnel or subcontractors to an unreasonable health or safety risk. Any resulting delays shall not constitute a breach by nanoGrid.
Subject to the applicable agreement and the payment of all applicable fees, nanoGrid grants the Customer a limited, non-exclusive, non-transferable and non-sublicensable right to access and use the Software Platform during the agreed subscription term.
The Software Platform is licensed, not sold. Except for the limited rights expressly granted under these Terms, all rights, title and interest in the Software Platform remain vested in nanoGrid or its licensors.
The Customer shall use the Software Platform only for its intended business purposes and in accordance with these Terms and all applicable laws.
The Customer shall not, and shall not permit any third party to:
• copy, modify or create derivative works of the Software Platform;
• reverse engineer, decompile or attempt to extract the source code, except where expressly permitted by applicable law;
• circumvent or interfere with the security or operation of the Software Platform;
• use the Software Platform for unlawful, fraudulent or malicious purposes;
• provide access to unauthorised users or use the Software Platform in a manner that exceeds the agreed subscription or licence rights.
The Customer remains responsible for all activities carried out using its user accounts and shall take reasonable measures to protect login credentials against unauthorised access.
nanoGrid uses commercially reasonable efforts to provide a reliable and secure Software Platform.
While we strive for high availability, uninterrupted or error-free operation cannot be guaranteed. Temporary interruptions may occur due to scheduled maintenance, security updates, technical issues or circumstances beyond nanoGrid's reasonable control.
Where practical, nanoGrid will endeavour to provide reasonable advance notice of planned maintenance that is expected to materially affect the availability of the Software Platform.
nanoGrid continuously develops and improves its Software Platform.
We may release updates, enhancements, security patches, new features or performance improvements from time to time. These updates may be deployed automatically where appropriate and may modify the appearance, functionality or operation of the Software Platform.
nanoGrid will use reasonable efforts to ensure that updates do not materially reduce the core functionality of the services provided to the Customer.
nanoGrid may temporarily suspend access to all or part of the Software Platform where reasonably necessary to:
• protect the security, integrity or availability of the platform;
• perform emergency maintenance or resolve technical issues;
• comply with applicable laws or binding governmental requests;
• prevent misuse or unauthorised access; or
• address a material breach of these Terms, including non-payment of undisputed invoices, provided that the Customer has first been given reasonable notice and an opportunity to remedy the breach where appropriate.
nanoGrid will restore access as soon as reasonably practicable once the reason for the suspension has been resolved.
Where included in the Customer's subscription or otherwise agreed, nanoGrid will provide technical support for the Software Platform during the applicable support period.
Support services are intended to assist Customers with the normal use of the Software Platform and to resolve technical issues within the agreed scope of support.
Support does not include custom development, consulting services, training, modifications requested by the Customer or issues arising from third-party systems or circumstances outside nanoGrid's reasonable control, unless otherwise agreed in writing.
nanoGrid will use commercially reasonable efforts to deliver its products and perform its services within the estimated timelines agreed between the parties.
Any delivery dates, installation schedules or project milestones are estimates unless expressly agreed otherwise in writing. Actual delivery and installation may be affected by factors such as site readiness, customer cooperation, third-party dependencies, material availability, permitting requirements or other circumstances beyond nanoGrid's reasonable control.
Where installation services are included, nanoGrid will perform the installation using appropriately qualified personnel and in accordance with generally accepted industry practices.
Unless otherwise agreed in writing, the risk of loss of or damage to hardware transfers to the Customer upon delivery to the agreed delivery location or, where nanoGrid performs the installation, upon completion of the physical installation at the Customer's site.
Where delivery is delayed at the Customer's request or due to circumstances attributable to the Customer, the risk transfers on the date the hardware was ready for delivery.
Transfer of risk does not affect nanoGrid's ownership rights where ownership is retained until full payment has been received.
The Customer shall inspect the delivered products and completed services within a reasonable period after delivery or completion.
Unless the Customer notifies nanoGrid in writing of any material non-conformity within ten (10) business days after delivery, installation or completion of the relevant services, the products and services shall be deemed accepted.
Minor defects or items that do not materially affect the intended use of the products or services shall not entitle the Customer to reject the delivery or delay payment. nanoGrid will use reasonable efforts to correct such items within a reasonable timeframe.
The timely delivery of nanoGrid's products and services depends on the Customer fulfilling its responsibilities under these Terms.
Where delivery, installation or commissioning is delayed due to circumstances attributable to the Customer, including the unavailability of the site, lack of access, incomplete information, failure to obtain required approvals or delays caused by third parties under the Customer's responsibility, nanoGrid may:
• reschedule the affected activities;
• adjust the project timeline accordingly;
• recover any reasonable additional costs incurred as a result of the delay; and
• invoice products or services already delivered or performed in accordance with the applicable agreement.
nanoGrid shall not be liable for delays resulting from circumstances beyond its reasonable control or from the Customer's failure to fulfil its obligations.
The Customer shall pay the fees agreed in the applicable quotation, Order Form, Master Services Agreement (MSA), Statement of Work (SOW) or other written agreement.
Unless otherwise agreed, nanoGrid will invoice products and services in accordance with the agreed commercial terms. Subscription fees may be invoiced periodically in advance, while hardware, professional services and other project-related fees may be invoiced upon delivery, installation, completion of agreed milestones or as otherwise specified in the applicable agreement.
All fees are exclusive of applicable taxes, duties and levies, which shall be charged where required by law.
Invoices are payable within thirty (30) calendar days from the invoice date, unless a different payment term has been agreed in writing.
Payments shall be made in the currency specified on the invoice and without deduction, withholding or set-off, except where required by applicable law.
The Customer remains responsible for ensuring that all invoices are paid on time, including where internal procurement procedures or purchase order requirements apply.
If an invoice remains unpaid after the applicable due date, nanoGrid may charge interest and recover reasonable costs associated with the collection of overdue amounts, to the extent permitted by applicable law.
Where payment remains outstanding after reasonable reminder(s), nanoGrid may suspend the performance of affected products or services until the overdue amounts have been settled, provided such suspension is proportionate and does not prevent nanoGrid from complying with any mandatory legal obligations.
The exercise of these rights shall not limit nanoGrid's right to pursue any other remedies available under the applicable agreement or at law.
Unless otherwise agreed in writing, ownership of any hardware supplied by nanoGrid shall remain with nanoGrid until all amounts due in relation to the relevant order have been paid in full.
Until ownership has transferred, the Customer shall exercise reasonable care in protecting the hardware and shall not sell, pledge or otherwise dispose of it in a manner that would prejudice nanoGrid's ownership rights.
The transfer of ownership does not affect the transfer of risk as provided in these Terms.
nanoGrid may adjust its prices from time to time to reflect changes in operating costs, inflation, supplier pricing, regulatory requirements or other relevant economic factors.
For recurring subscription services, any price adjustments will be applied in accordance with the applicable agreement and, where appropriate, communicated to the Customer in advance.
Price adjustments shall not affect fees that have already been invoiced or contractual commitments that are expressly fixed for a specified period.
All intellectual property rights relating to nanoGrid's Software Platform, hardware, documentation, methodologies, designs, software, know-how, trademarks and other materials developed or provided by nanoGrid remain the exclusive property of nanoGrid or its licensors.
Nothing in these Terms transfers ownership of any intellectual property rights to the Customer, except for the limited rights of use expressly granted under these Terms or the applicable agreement.
Subject to the applicable agreement and payment of all applicable fees, nanoGrid grants the Customer a limited, non-exclusive, non-transferable and non-sublicensable licence to use the Software Platform and any related documentation solely for the Customer's internal business purposes during the agreed subscription term.
The Customer may not copy, modify, distribute, sublicense, commercialise or otherwise exploit nanoGrid's intellectual property except as expressly permitted by these Terms or with nanoGrid's prior written consent.
The Customer retains ownership of all data, information and content that it provides to nanoGrid or that is generated through the Customer's use of the Software Platform ("Customer Data").
The Customer grants nanoGrid the right to process Customer Data to the extent reasonably necessary to provide, maintain, secure, improve and support the agreed products and services, in accordance with the applicable agreement and our Privacy Policy.
nanoGrid may use data that has been anonymised and aggregated so that it can no longer reasonably be linked to an identifiable Customer for purposes such as service improvement, analytics, benchmarking, product development and statistical reporting.
nanoGrid welcomes suggestions, comments and other feedback from Customers regarding its products and services.
Where the Customer voluntarily provides feedback, nanoGrid may use, evaluate, modify and incorporate that feedback into its products, services and business operations without restriction and without any obligation to provide compensation, provided that such use does not disclose the Customer's Confidential Information or Personal Data.
nanoGrid is committed to protecting personal data and processes personal data in accordance with applicable data protection laws, including the General Data Protection Regulation (EU) 2016/679 ("GDPR") and other applicable privacy legislation.
Where nanoGrid processes personal data on behalf of the Customer, such processing will be carried out in accordance with the applicable agreement, any Data Processing Agreement ("DPA") entered into between the parties and nanoGrid's Privacy Policy.
Each party remains responsible for complying with the data protection obligations applicable to its own role under the relevant legislation.
nanoGrid processes Customer Data only to the extent reasonably necessary to provide, operate, maintain, secure and improve its products and services, or as otherwise permitted or required by applicable law.
nanoGrid implements appropriate technical and organisational measures designed to protect Customer Data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure or unauthorised access.
The Customer remains responsible for the accuracy, legality and integrity of the Customer Data it provides to nanoGrid and for obtaining any rights, permissions or consents required for nanoGrid to process such data.
During the course of the parties' relationship, either party may receive confidential or proprietary information belonging to the other party.
Each party agrees to:
• use Confidential Information solely for the purposes of performing or receiving the agreed products and services;
• protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, and in any event with reasonable care; and
• not disclose Confidential Information to any third party except where necessary for the performance of the agreement or where disclosure is required by applicable law.
These obligations do not apply to information that:
• is or becomes publicly available through no fault of the receiving party;
• was lawfully known by the receiving party before disclosure;
• is lawfully obtained from a third party without confidentiality restrictions; or
• is independently developed without reference to the disclosing party's Confidential Information.
The confidentiality obligations under these Terms continue after the termination of the parties' relationship for as long as the information remains confidential or for any longer period required by applicable law or the applicable agreement.
nanoGrid warrants that it will perform its professional services with reasonable skill, care and diligence, consistent with generally accepted industry standards.
nanoGrid also warrants that any hardware supplied by nanoGrid will materially conform to its applicable specifications at the time of delivery, subject to normal wear and tear, improper use, unauthorised modifications or other circumstances beyond nanoGrid's reasonable control.
Where nanoGrid identifies a defect or non-conformity covered by an applicable warranty, nanoGrid will, at its discretion, repair, replace or otherwise remedy the affected products or services within a reasonable period.
Except as expressly stated in these Terms or the applicable agreement, nanoGrid's products and services are provided "as is" and "as available", to the extent permitted by applicable law.
nanoGrid does not warrant that:
• the Software Platform will operate without interruption or error at all times;
• all defects can be corrected;
• the products or services will meet every specific business objective of the Customer; or
• third-party systems, communication networks or external services will remain continuously available or compatible.
The Customer acknowledges that the performance of energy monitoring solutions depends on various external factors, including the availability and accuracy of utility infrastructure, communication networks, third-party systems and customer-operated equipment.
Nothing in these Terms excludes or limits liability where such exclusion or limitation is prohibited by applicable law, including liability for fraud, wilful misconduct, gross negligence or any other liability that cannot legally be excluded or limited.
Subject to the foregoing, nanoGrid's total aggregate liability arising out of or in connection with the products or services shall be limited to the fees paid or payable by the Customer under the applicable agreement during the twelve (12) months preceding the event giving rise to the claim.
To the fullest extent permitted by applicable law, nanoGrid shall not be liable for any indirect, incidental, consequential or special damages, including loss of profit, loss of revenue, loss of business opportunities, loss of anticipated savings, loss of goodwill or loss of data, even if advised of the possibility of such damages.
The Customer shall take reasonable measures to mitigate any loss or damage arising from the use of nanoGrid's products or services.
Unless otherwise agreed in writing, the duration of the agreement shall be specified in the applicable quotation, Order Form, Master Services Agreement (MSA), Statement of Work (SOW) or other contractual document.
Each agreement remains in force until it expires in accordance with its agreed term or is terminated in accordance with these Terms or the applicable agreement.
Where an agreement provides for automatic renewal, it will renew for successive renewal periods unless either party provides written notice of non-renewal within the notice period specified in the applicable agreement.
If no automatic renewal is agreed, the agreement will expire at the end of its contractual term unless the parties agree in writing to extend or renew it.
Any renewal shall remain subject to the commercial terms agreed between the parties, including any applicable price adjustments.
Either party may terminate the agreement where the other party commits a material breach of its contractual obligations and fails to remedy that breach within a reasonable period after receiving written notice.
Either party may also terminate the agreement with immediate effect where the other party:
• becomes insolvent or enters into liquidation or similar insolvency proceedings;
• ceases its business activities; or
• is otherwise entitled to termination under applicable law.
Any rights of termination expressly agreed between the parties in the applicable agreement remain unaffected.
Termination of the agreement shall not affect any rights, obligations or liabilities that have accrued prior to the effective date of termination.
Upon termination:
• the Customer shall pay all outstanding amounts due for products and services provided up to the termination date;
• nanoGrid may suspend or terminate the Customer's access to the Software Platform, unless otherwise agreed or required by applicable law;
• each party shall return or securely destroy the other party's Confidential Information upon request, unless retention is required by law or reasonably necessary for compliance purposes; and
• any provisions that by their nature are intended to survive termination, including those relating to payment obligations, intellectual property, confidentiality, liability and governing law, shall continue to apply.
Where reasonably requested by the Customer and agreed between the parties, nanoGrid may provide transition assistance or data export services under mutually agreed commercial terms.
Neither party shall be liable for any delay or failure to perform its obligations under these Terms where such delay or failure results from events beyond its reasonable control, including but not limited to natural disasters, fire, flood, epidemics or pandemics, war, terrorism, civil unrest, strikes, governmental actions, utility failures, communication network outages, cyber incidents, or disruptions in the supply of goods or services.
The affected party shall notify the other party as soon as reasonably practicable and shall use commercially reasonable efforts to minimise the impact of the force majeure event and resume performance as soon as circumstances permit.
If a force majeure event continues for an extended period and materially prevents the performance of the agreement, either party may terminate the affected agreement upon written notice, unless otherwise agreed between the parties.
These Website General Terms & Conditions, and any agreement entered into between nanoGrid and the Customer, shall be governed by and construed in accordance with the laws of Belgium, excluding its conflict of laws rules.
The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.
The parties shall endeavour to resolve any dispute amicably through good-faith discussions before commencing legal proceedings.
If a dispute cannot be resolved amicably, it shall be submitted to the competent courts of the judicial district in which nanoGrid has its registered office, unless mandatory law provides otherwise.
Nothing in these Terms shall prevent nanoGrid from seeking interim or protective measures before any competent court where reasonably necessary to protect its legitimate interests.