API Terms of Use

Effective Date: May 1, 2024  

Welcome to Enstall’s API. Please read these API Terms carefully before accessing any of Enstall’s or Enstall Affiliate’s APIs. By accessing or using one of our APIs, you acknowledge that you have read and understood these API Terms and that you agree to be legally bound by these API Terms. If you do not agree with these API Terms, you should cease any access to, or use of, the API immediately. If you agree to these API Terms on behalf of a company or other entity, you represent that you have the authority to bind that entity to these API Terms, in which case “Integration Partner” shall refer to such entity.

1. DEFINITIONS

In these API Terms, the capitalized definitions used shall have the meaning set forth in the attached Annex A (Definitions).

2. APPLICABILITY

2.1 The access to, and use of, the API is subject to the terms set out herein and to any additional terms or agreement issued together with the API at any time. Integration Partner may use or access the API, provided that the Integration Partner shall:

(i) access and use the API in accordance with the Documentation;

(ii) meet and continue to meet the Eligibility Criteria;

(iii) provide all cooperation necessary for Enstall or an Enstall Affiliate to enable access and use of the API, including but not limited to the provision of all available data, information, and documents reasonably required by Enstall to fulfil its obligations in the API Terms; and

(iv) successfully complete any applicable self-assessment for the use of the API.

2.2 Enstall reserves the right, in its sole discretion, to amend these API Terms in whole or in part from time to time, reasonably taking into account the interests of Enstall. Such amendments shall take effect from the date indicated in the amended API Terms. Enstall shall notify Integration Partner of such amendment as soon as reasonably practicable, which notification may include the publication of the amended API Terms on Enstall’s website.

3. PROVISION OF THE API

3.1 Enstall or the Enstall Affiliate shall make the API available to Integration Partner and provide the Documentation in accordance with these API Terms.

3.2 Enstall or the Enstall Affiliate grants Integration Partner a limited, revocable, non-exclusive, non-sublicensable, and non-transferable right to access and use the API and the Documentation “as-is”, in accordance with the API Terms, and only for the purposes provided, or reasonably anticipated, by Enstall or by an Enstall Affiliate. The Integration Partner shall not make the functionality of the API available to any third parties without the prior written approval of Enstall.

3.3 Enstall or the Enstall Affiliate does not grant any right, title, or interest to Integration Partner concerning the services that can be accessed through the API, unless agreed otherwise.

3.4 Enstall or the Enstall Affiliate may perform tests on the integration of its API with the systems or applications of the Integration Partner. Such tests may include, but are not limited to, compatibility testing, performance 2

testing, and security testing. Integration Partner agrees to provide necessary cooperation and access to facilitate these tests.

3.5 Enstall or the Enstall Affiliate may update and upgrade the API from time-to-time provided such changes do not materially negatively impact the functionality, performance or security of the API.

3.6 Enstall or the Enstall Affiliate may, without prior notice, (temporarily) block or disable access to the API or restrict its use to the extent reasonably necessary from time to time: (i) to carry out preventive or regular maintenance (ii) update and upgrade the API (iii) in the event of a (suspected) security breach, and/or (iv) in the event of another emergency; all this without Integration Partner having the right to claim compensation from Enstall or the Enstall Affiliate. Enstall or the Enstall Affiliate will make reasonable efforts to keep these measures to a minimum and, to the extent feasible, inform Integration Partner in a timely manner.

3.7 Without limitation on any other rights and remedies hereunder, Enstall or the Enstall Affiliate may suspend Integration Partner’s right to access and use the API or any portion thereof immediately upon notice to Integration Partner if it determines:

(i) that Integration Partner’s use of or access to the API (i) poses a security risk to Enstall or an Enstall Affiliate, the API or any third party; (ii) may adversely impact the availability or performance of the API or the systems or software of any other customer of Enstall or an Enstall Affiliate; (iii) may subject Enstall, an Enstall Affiliate or any third party to any liability; or (iv) may be fraudulent; or

(ii) that Integration Partner is in breach of its obligations under these API Terms or any other agreement by which software being used on or in conjunction with the API is licensed.

Enstall or the Enstall Affiliate shall reinstate the suspended API once it has established the cause of the suspension, and the cause has been remedied or ceased to exist.

4. INTEGRATION PARTNER’S OBLIGATIONS

4.1 Integration Partner shall (i) only access and use the API by using valid Credentials, (ii) at all times ensure that authorized users comply with all terms of the API Terms and (iii) accept liability for the applicable acts and omissions of its authorized users including but not limited to its customers which access and use the API as if they were acts or omissions of the Integration Partner itself.

4.2 Integration Partner shall not hold Enstall nor any Enstall Affiliate liable for any Enstall Data, results, or output obtained from the use of the API, nor for any conclusions drawn from such use. Integration Partner shall ensure that:

(i) none of the terms of use or other statements or documentation applicable to its services make any representations about Enstall, Enstall Affiliates, or the services provided by them, or purport to bind Enstall or Enstall Affiliates in any way; and

(ii) any third party understands and acknowledges accessing or using any Enstall Data, the results, or output obtained from the use of the API, and conclusions drawn from such are without any representations or warranties regarding the accuracy, completeness, or reliability of the Enstall Data, and any results or output.

4.3 Integration Partner acknowledges and agrees that it will obtain and maintain at its own expense all additional licenses, consents, permits, or certificates required for it 3 to carry on its business, access and use the API and to provide or perform its services, in each case in compliance with applicable laws and regulations. 

4.4 Integration Partner will provide its services and conduct its business in a professional manner and shall reasonably ensure that the goodwill and reputation of Enstall and Enstall Affiliates are preserved and protected and shall ensure that sufficient, properly educated, trained, and qualified personnel is dedicated to the performance of the services and that Integration Partner refrains from any conduct which is reasonably likely to cast Enstall, Enstall Affiliates, the API or their services in a negative light or is otherwise reasonably likely to damage their goodwill and reputation.

4.5 Integration Partner shall maintain on its website at all times an updated and accurate privacy statement describing its collection, processing and handling of data, including any personally identifiable information relating to users of the API integration.

4.6 Integration Partner shall not (directly or indirectly): (a) copy or reproduce the API, unless explicitly permitted in these API Terms, the Documentation, or under applicable law; (b) exceed the data or subscription volumes of the API as set forth in the applicable Documentation; (c) assign, sell or otherwise transfer the rights granted to Integration Partner to any third party; (d) remove any copyright or trademark on or contained in the API; (e) decompile, attempt to derive the API code or underlying ideas or algorithms of any part of the API; (f) modify, reverse engineer or disassemble the API; (g) prepare derivative works based upon the API; (h) disrupt the integrity or performance of the API; (i) use the API in a manner that infringes on the Intellectual Property Rights or privacy rights of any third party or use the API in an unlawful, defamatory, obscene or otherwise objectionable manner; or (j) attempt to gain unauthorized access to the API or its related systems or networks.

4.7 Misuse in any form of the API, including breach of this section 4, whether intentionally or not, shall constitute a material breach of the API Terms.

5. SECURITY

5.1 The Integration Partner shall keep any Credentials utilized to access and use the API confidential. Enstall nor any Enstall Affiliate shall be liable for any delay or loss caused by the misuse or misapplication of Credentials.

5.2 The Integration Partner agrees that it shall implement, maintain, and keep appropriate security arrangements concerning its access to, and use of, the API and data stored on the Integration Partner’s computer systems.

5.3 Enstall or the Enstall Affiliate shall apply reasonable security measures in relation to the API. The Integration Partner agrees to comply with any reasonable instructions Enstall, or the Enstall Affiliate may issue from time to time regarding the security of the API.

5.4 The Integration Partner may be unable to access or use the API if the Integration Partner does not meet the minimum-security requirements that may be notified by Enstall or the Enstall Affiliate from time to time or fails to install, implement, and maintain appropriate communication facilities (including software and hardware meeting the minimum requirements as may be notified by Enstall or the Enstall Affiliate from time to time). In no event does Enstall or the Enstall Affiliate warrant that the local set-up of the Integration Partner in accordance with such minimum requirements will ensure access to, the full functionality of, or effective operation of the API.

5.5 Upon the occurrence of an Issue, the Integration Partner must notify Enstall as soon as reasonably practicable and in any case within twenty-four (24) hours of the Integration Partner 4 becoming aware of the Issue and provide Enstall with all the information it has available to it regarding the API affected by the Issue. The Integration Partner must conduct regular risk analysis and take steps to update any security measures as needed to remedy any security incidents or identified vulnerabilities and ensure such an Issue does not re-occur. 

5.6 The Integration Partner acknowledges and agrees that Enstall and the Enstall Affiliate may monitor the use of the API to ensure quality, improve its products and services, and verify compliance with these API Terms, all in accordance with applicable law, and the Integration Partner shall not interfere with such monitoring.

6. INTELLECTUAL PROPERTY AND DATA

6.1 Enstall, Enstall Affiliates, or its licensors own any and all Intellectual Property Rights in the API. Except solely as expressly stated herein, these API Terms do not grant Integration Partner any rights to, or in, any Intellectual Property Rights in respect of the API or Enstall Data.

6.2 All right, title, and interest in and to all of the Integration Partner Data shall remain with Integration Partner, subject to section 6.4.

6.3 Integration Partner shall at all times have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Integration Partner Data and for ensuring that its use does not infringe the rights of any third parties.

6.4 Integration Partner understands that Enstall or the Enstall Affiliate needs to use the Integration Partner Data to perform under these API Terms, for statistical analysis purposes and improve the API in a way that it is anonymized and/or presented in the aggregate combined with the data of other Integrated Partners or additional data in accordance with applicable law.

6.5 In no event shall Enstall or the Enstall Affiliate be responsible for any loss, destruction, alteration or disclosure of Integration Partner Data to the extent caused directly or indirectly by Integration Partner, its authorized users or any third party.

6.6 Enstall or the Enstall Affiliate has the right to use and display Integration Partner’s (trade)name, trademark and/or logo for referencing the business relationship between Enstall or the Enstall Affiliate and Integration Partner unless otherwise agreed in writing. Enstall or the Enstall Affiliate shall ensure that Integration Partner’s (trade)name, trademark and/or logo are not altered, modified, or used in a manner that may harm or tarnish Integration Partner’s reputation or goodwill.

7. CONFIDENTIALITY

7.1 Each party will use at least the same degree of care to safeguard the Confidential Information of the other party as it employs with respect to its own Confidential Information of a similar nature.

7.2 Each party shall use Confidential Information only to the extent necessary for the performance of its obligations and the exercise of its rights.

7.3 The restrictions subsequent to section 7.2 shall not apply to the disclosure of any Confidential Information which:

(i) is required by law or regulation to be disclosed to any person who is authorized by law or regulation to receive the same;

(ii) before any negotiations or discussions leading to the relevant agreement was already known by the receiving party (and was obtained or acquired in circumstances under which the receiving party was not bound by any form of confidentiality obligation); or 5 (iii) is now in or hereafter comes into the public domain other than as a result of a breach of this section 7. 

7.4 Each party shall notify the other party if it becomes aware of any unauthorized disclosure of any Confidential Information and shall afford reasonable assistance to the other party, at that other party’s reasonable expense, in connection with any enforcement proceedings which that other party may elect to bring against any person.

8. DATA PROTECTION

8.1 Parties shall comply with all data protection and privacy laws and regulations in force from time to time and applicable to each party.

8.2 Neither party has the intention to process personal data on behalf of the other party. If a party processes personal data on behalf of the other party, parties shall enter into a data processing agreement and use a draft by Enstall as the starting point. Integration Partner shall cooperate in good faith to finalize such agreement in due time.

9. WARRANTIES

9.1 Enstall or the Enstall Affiliate will provide access to the API on an ‘as is’, ‘with all faults’ and ‘as available’ basis without any warranties of any kind, either express or implied. Neither Enstall, Enstall Affiliates nor any person associated with Enstall or Enstall Affiliates warrant that the API will be uninterrupted, continuously available, timely, error-free, without inaccuracy or defect, software bug- or virus-free, nor does it make any warranty as to the results that may be obtained from using the API. The Integration Partner agrees that access to the API and use of the Enstall Data is at its sole risk, and that in no event Enstall or Enstall Affiliates will be liable to the Integration Partner for any damage whatsoever arising out of the use or the inability to use the API or the Enstall Data.

9.2 Integration Partner acknowledges that the API may contain third-party components that may be subject to separate terms and conditions directly between Integration Partner and the applicable third-party service provider. Enstall and Enstall Affiliates make no warranties or representations whatsoever regarding any third-party components.

9.3 Although Enstall or an Enstall Affiliate may use commercially reasonable efforts to do so, Enstall or the Enstall Affiliate is under no obligation to provide technical support with regards to the API and provides no assurance that any specific errors or performance issues in the API will be corrected.

9.4 Unless explicitly provided in the API Terms, to the fullest extent provided by law, Enstall and Enstall Affiliates hereby disclaims all other warranties of any kind, whether express or implied, statutory, or otherwise, including but not limited to any warranties of merchantability, non-infringement, and fitness for particular purpose. The foregoing does not affect any warranties that cannot be excluded or limited under applicable law.

10. LIMITATION OF LIABILITY

10.1 These terms limit Enstall’s responsibilities to the extent allowed by applicable law. These terms do not limit liability for fraud, fraudulent misrepresentation, death, or personal injury caused by gross negligence or wilful misconduct by Enstall or by any Enstall Affiliate.

10.2 Except as expressly set out in these API Terms, Enstall, Enstall Affiliates, and their licensors, service providers, employees, agents, officers, and directors shall have no liability whatsoever in respect of the API, including, without limitation, under any implied warranty, condition, or term, nor in relation to the operation, fitness for purpose, or quality of the 6 API. Furthermore, Enstall and Enstall Affiliates will not be liable for the accuracy of any data that is made available by the Integration Partner for the use of the API. 

10.3 The use of the API may generate or provide access to information regarding products of Enstall or Enstall Affiliates, including (without limitation) configuration calculations, ballast plans, drawings, product lists, product quantities, pricing, and installation instructions. The Integration Partner acknowledges and agrees that neither Enstall nor any Enstall Affiliate shall have any responsibility or liability whatsoever for the accuracy, completeness, correctness, or any other element of such information or for your use of or reliance on such information.

10.4 Liability for any punitive, exemplary, or consequential damages, including but not limited to any loss of profits, loss of revenues, loss of anticipated savings, loss of goodwill, loss of business opportunities, business interruptions, or any other indirect, special or incidental damages or loss is expressly excluded.

10.5 Enstall, Enstall Affiliates, and their licensors, service providers, employees, agents, officers, and directors shall not be liable for damages, including, but not limited to, as a result of viruses, malware, Trojan horse, worms, or any other harmful software that may affect any equipment, hardware, software data, or other property as a result of downloading, installing, accessing or using the. Enstall, Enstall Affiliates, and their employees, agents, officers, and directors cannot be held liable for actions from third parties.

10.6 Enstall, Enstall Affiliates, and their licensors, service providers, employees, agents, officers, and directors shall not be liable for any force majeure events, including loss (including without limitation loss of profit), damage, delay, or failure in performing any of its duties relating to the API caused in whole or in part by the action of any government or governmental agency, natural occurrence, law or regulation (or any change in the interpretation thereof), injunction, currency restriction, sanction, exchange control, industrial action (whether involving its staff or not), war, terrorist action, equipment failure, interruption to power supplies or anything else beyond its reasonable control.

10.7 Each party’s total aggregate liability for damages arising out of or relating to the API Terms, the API, is limited to 50% of the fees that were paid by the Integration Partner to Enstall or Enstall Affiliates during the twelve (12) month period before the event giving rise to liability, except that Enstall’s and Enstall Affiliates’ total aggregate liability for damages arising out of or related to API provided free of charge is limited to €5,000.

10.8 Any cause of action or claim the Integration Partner may have arising out of or relating to these API Terms or the API must be commenced within one (1) year after the cause of action accrues; otherwise, such cause of action or claim is permanently barred.

11. TERMINATION

11.1 Enstall or the Enstall Affiliate may terminate all or part of any Integration Partner’s access to or use of the API immediately if the Integration Partner is in breach of these API Terms. Enstall or the Enstall Affiliate endeavors to provide Integration Partner with prior notice before suspending or terminating access to the API.

11.2 Enstall or the Enstall Affiliate reserves the right, at its sole discretion, to stop providing the API without giving any reason if circumstances so require, without being in any way liable to Integration Parter for damages or costs. Enstall or the Enstall Affiliate endeavors to provide Integration Partner with prior notice before terminating the API.

11.3 Upon suspension or termination, the 7 Integration Partner’s access to the API will be disabled, and the Integration Partner must cease all use of the API. 

11.4 Termination of any access to the API will not affect the rights and remedies of the parties accrued prior to termination, nor affect any provision intended to continue after termination.

12. INDEMNITY

The Integration Partner hereby indemnifies and holds harmless Enstall, any Enstall Affiliates and their directors, officers, employees, and agents from and against any and all third-party claims, losses, demands, actions, suits, proceedings, damages and costs arising directly or indirectly out of or in connection with the API and/or a breach by the Integration Partner of its obligations pursuant to these API Terms.

13. GOVERNING LAW AND JURISDICTION

13.1 These API Terms are governed by the laws of the Netherlands. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

13.2 Unless expressly agreed otherwise in writing, any dispute, claim, or controversy relating to these API Terms, or to the breach, termination, enforcement, interpretation, or validity thereof, whether contractual or non-contractual, that cannot be resolved amicably shall be exclusively referred for adjudication in first instance by the competent courts of Amsterdam, the Netherlands.

13.3 At Enstall’s or Enstall Affiliate’s sole discretion, it may require the Integration Partner to submit any disputes arising from these API Terms, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Arbitration Rules of the Netherlands Arbitration Institute (NAI). The place of arbitration shall be Amsterdam, the Netherlands.

14. MISCELLANEOUS

14.1 Neither party shall be in breach of the API Terms nor liable for delay in performing, or failure to perform, any of its obligations thereunder if such delay or failure results from events, circumstances or causes beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Enstall or any other party), failure of a utility service or transport or telecommunications network or the internet, act of God, war, riot, civil commotion, compliance with any law or governmental order, rule, regulation or direction, fire, flood or storm. In such circumstances, each party shall be entitled to a reasonable extension of the time for performing such obligations, provided that if the period of delay or non-performance continues for three (3) months, Enstall may immediately terminate the access and use of the API.

14.2 Nothing in these API Terms is intended to, or shall be deemed to, establish any partnership within the meaning of article 7A:1655 Dutch Civil Code or joint venture between the parties, constitute any party the (commercial) agent of the other party, or authorize any party to make or enter into any commitments (including agreements) for or on behalf of the other party.

14.3 Use of Credentials and the API may be subject to certain legal or regulatory requirements in some jurisdictions. The Integration Partner may only access or use the Credentials and API to the extent such access or use is permitted in such jurisdiction.

14.4 The Integration Partner may not assign, part with or otherwise transfer any right or benefit under any provision in the API Terms without 8 Enstall’s prior written consent. 

14.5 No modification or waiver shall be binding on Enstall unless it is in writing and agreed by an authorized representative of Enstall.

14.6 References in the API Terms to “in writing” or “written” include communication by email or other electronic form.

14.7 Each of the provisions of the API Terms is severable from the others and if one or more of them becomes void, illegal, or unenforceable, the remainder will not be affected in any way.

14.8 The rights of Enstall or the Enstall Affiliate under the API Terms may be exercised as often as necessary and are cumulative and not exclusive of their rights under any applicable law. Any delay in the exercise or non-exercise of any such right is not a waiver of that right.

14.9 If compelled by applicable laws and regulations, Enstall and Enstall Affiliates may assist or co-operate with authorities in any jurisdiction in relation to any direction or request to disclose personal or other information regarding any Integration Partner or the use of the API.

15.9 All rights and statements contained or referred to in these API Terms shall be deemed for the benefit of any Enstall Affiliate as an irrevocable third-party undertaking for no consideration, which may be accepted by them individually at any time. In the event that any third-party stipulation is accepted by any such Enstall Affiliate, such Enstall Affiliate will not become a party to these API Terms.

15. CONTACT INFORMATION

If you have any questions or concerns about these API Terms, please contact us at info@enstall.com.

For acknowledgement and acceptance on behalf of the Integration Partner:

ANNEX A : DEFINITIONS

In addition to terms defined elsewhere in the API Terms the capitalized terms listed below shall have the following meanings throughout these API Terms (including its recitals and applicable schedules) unless the context apparently requires otherwise. Any references to the singular include plural and vice versa.

API” means Enstall’s application programming interface, as further described in the relevant API description as provided in an Annex to these API Terms or which Enstall or any Enstall Affiliate makes available to Integration Partner, and accompanying or related Documentation, Credentials, source code, tools, executable applications, libraries, and other materials made available by Enstall or any Enstall Affiliate, as the case may be, to Integration Partner that allow Integration Partner to integrate its services with the services provided by Enstall or by an Enstall Affiliates.

API Terms ” mean these API Terms of Use.

Confidential Information” means information, in whatever form or medium, which has been kept confidential by the party from whom the information originates and which has not come into the public domain and for the duration of any agreement in breach of any obligation of confidentiality, including without limitation information relating to the commercial or technical know-how, Intellectual Property Rights, technology, information pertaining to business operations and strategies, and information pertaining to customers, pricing, and marketing of a party.

Credentials” means any login or access details (e.g., username, password, access key etc.) in order to identify Integration Partner or its authorized users to access and use the API.

Documentation” means user guides, information and specifications of the API that are made available from time to time at Enstall’s website or otherwise by Enstall.

Enstall” means Enstall Digital Services B.V., a private company with limited liability incorporated under the laws of the Netherlands, having its registered office address at Strawinskylaan 567, 1077 XX Amsterdam, the Netherlands.

Enstall Affiliates” means each and any relevant member(s) of the Enstall group of companies.

Eligibility Criteria” means the specific criteria which test the suitability of the Integration Partner as a business partner of Enstall and whether the Integration Partner meets Enstall’s criteria for ensuring the integrity of its systems and data, being:

(i) the technicalities of the Integration Partner’s solution;

(ii) the Integration Partner’s financial soundness;

(iii) the Integration Partner’s compliance with anti-money laundering regulations and that it is not named on any financial crime sanctions lists; and

(v) the Integration Partner’s compliance with any and all criteria as may be established and communicated by Enstall from time to time setting out the requirements, restrictions or guidelines for the use of the API.

“Enstall Data” means any data created or generated by Enstall, an Enstall Affiliate or generated by Integration Parter’s use of the API (excluding Integration Partner Data).

Integration Partner Data” means the data provided to Enstall by an Integration Partner or its authorized users to the API.

Intellectual Property Rights” means (i) any and all intellectual or industrial property rights anywhere in the world, whether registered or unregistered and whether having a statutory basis or existing under equity, common law or otherwise, including, without limitation, patents, utility model rights, rights in layout-designs (topographies) of integrated circuits, rights in trade secrets, rights in confidential information and know-how, design rights, copyrights (including rights in software), neighbouring rights, database rights or other rights in compilations of data, and any and all rights of a similar nature, and (ii) all applications and rights to apply for any of such aforementioned intellectual or industrial property rights, including registrations, renewals, and extensions, anywhere in the world.

Issue” means a fault, error, security incident, or any set of circumstances having an adverse effect on the appearance, operation, or functionality of the API.

ANNEX B : ESDEC CALCULATOR API

In addition to the Terms of Use, the contents of this Annex B shall apply to any integrations with the Esdec Calculator API.

1. Overview

The Esdec Calculator is an online tool that enables installers to generate solar panel calculations for their existing or new rooftop solar projects, which comprise a tailor-made bill of materials and construction plan.

2. Key Functionalities

(i) Validate and store a project and perform a calculation. Update an existing project and perform a calculation.

(ii) Update and existing project and perform calculation

(iii) Compute site placements for a set of roofs

(iv) Download a project plan for a persisted and already calculated roof.

3. Documentation

Integration Partner shall be provided with separate Documentation further detailing functionalities, as well as instructions on detailed usage integration and configuration, if any.

  1.