Terms of Service

About these Terms

1. GridSync operates an online platform that standardises how applications to connect distributed generation (“DG”), such as solar, batteries, and other generation, are prepared, submitted, paid for, and routed to the relevant electricity lines company in New Zealand.
2. These Terms of Service (“Terms”) govern your access to and use of the GridSync platform, websites, and related services (together, the “Platform”).
3. By creating an account, accessing, or using the Platform, you agree to these Terms. If you do not agree, you must not use the Platform.
4. If you are using the Platform on behalf of an organisation, you confirm you are authorised to commit that organisation to these Terms, and “you” includes that organisation.

Definitions and who these Terms cover

The Platform serves several user types, and some clauses apply only to a particular type:

1. Installer: a solar or other generation installation business (and its authorised users) that prepares and submits Applications, typically on behalf of a Customer, Business or Entity.
2. Customer: the property owner or occupier on whose behalf an Application is made, where they hold an account or are named on an Application.
3. Lines Company: an electricity distribution business (network operator) that receives, assesses, and processes Applications through the Platform.
4. GridSync: the operator of the Platform, and its employees, directors, and authorised personnel. GridSync acts as a conduit that standardises, transmits, and routes Applications. GridSync is not an Installer, Customer, or Lines Company and is not a party to the connection arrangement between them.
5. Viewer: a regulator, government body, or government-adjacent organisation granted read-only access to the Platform (or to specified data within it) for monitoring, reporting, or oversight purposes. A Viewer may view and export data made available to it but cannot create, submit, or alter Applications. A Viewer must not sell, license, or otherwise commercialise or monetise any data obtained from the Platform, or make it available to a third party for that purpose, without GridSync’s prior written consent; this restriction does not limit a Viewer’s use of data for the monitoring, reporting, or oversight purposes for which access was granted, or any use or disclosure the Viewer is required to make by law. Access is granted at GridSync’s discretion and subject to these Terms and any separate written arrangement.

Where a clause applies only to a specific user type, it says so. “Application” means a DG connection application prepared or submitted through the Platform. “Lines Company Fee” means a fee a Lines Company is entitled to charge for processing an Application (for example under the Electricity Industry Participation Code). “GridSync Fees” means our own charges for use of the Platform (clause 7). “Consumer” means a Customer who acquires the services otherwise than in trade.

Accounts and eligibility

1. You must register an account to use most features. You must provide accurate, current, and complete information and keep it up to date.
2. You are responsible for your account credentials and for all activity under your account, and must notify us promptly of any unauthorised use.
3. Accounts are for business and professional use in connection with DG connections in New Zealand. You must be at least 18 years old and able to enter into a binding contract. Installer and Lines Company accounts are for business and professional use only. A Customer who is a natural person may hold an account for purposes connected with a connection at their own property; where they do so otherwise than in trade, they deal with us as a Consumer and clause 10 applies.
4. We may offer different account types and roles (including multi-user organisation accounts). The organisation account holder is responsible for managing its users’ access and their use of the Platform.
5. Each set of login credentials is personal to a single named individual. Account credentials must not be shared, and a single login must not be used by more than one person. Where an organisation needs access for multiple people, it must obtain a separate user account for each individual under its organisation account. We require two-factor authentication (2FA) on accounts and may suspend access where credentials appear to be shared or used by more than one person.

What the Platform does, and does not do

1. Standardisation and routing. The Platform lets Installers and Customers prepare a standardised Application and routes it to the relevant Lines Company, with pre-loaded technical data for approved equipment to reduce manual entry.
2. Conduit, not decision-maker. GridSync facilitates the preparation, submission, payment, and routing of Applications. We do not approve, reject, or assess Applications, and are not a party to the connection arrangement between a Customer/Installer and a Lines Company. Decisions on Applications are made solely by the relevant Lines Company under its own processes and applicable law.
3. No regulatory or engineering advice. Information provided through the Platform (including equipment data, compliance prompts, and references to standards such as AS/NZS 4777.2) assists preparation of Applications. It is not engineering, electrical, legal, or regulatory advice, and does not guarantee that an Application will be approved or that an installation complies with any standard or the Electricity Industry Participation Code. You remain responsible for the accuracy and compliance of what you submit. GridSync does not certify, and is not responsible for certifying, the electrical or engineering compliance of any installation, including compliance with AS/NZS 4777.2, the suitability of any equipment, or any determination under the Electricity Industry Participation Code. GridSync is not a party to and makes no representation about any compliance determination by a Lines Company, a certifier, or any regulator.
4. Approved-equipment data. We take reasonable care with pre-loaded equipment data but do not warrant it is complete, current, or error-free. You must verify equipment details and applicable approvals before relying on them. The distinction between Australian CEC listing and New Zealand AS/NZS 4777.2 compliance, where relevant, remains your responsibility to confirm.
5. Availability. We aim to keep the Platform available but do not guarantee uninterrupted or error-free operation, and may suspend access for maintenance, security, or operational reasons. Any service-level commitment applies only if separately agreed in writing (clause 6.5).

Your responsibilities

As a condition of using the Platform, you agree to the following.

1. The information you submit (including but not limited to Customer, site, and equipment details) is accurate and complete, and you are authorised to provide it.
2. Where you act as an Installer on behalf of a Customer, you have that Customer’s authority to submit the Application and to share their information with GridSync and the relevant Lines Company.
3. You will use the Platform only for lawful purposes connected with genuine DG connection activity, and will not misuse, scrape, overload, reverse-engineer, or attempt unauthorised access.
4. You will comply with all applicable laws and with the requirements of the relevant Lines Company and the Electricity Industry Participation Code.
5. You will not sell, license, rent, sublicense, distribute, or otherwise commercialise or monetise any data obtained from the Platform, nor make Platform data available to any third party for that purpose, without GridSync’s prior written consent. This restriction does not apply to your own Customer or Application data that you create or provide in the ordinary course of your business, to your sharing of data as needed to progress an Application under these Terms, or to any use or disclosure you are required to make by law.

Provisions for Lines Companies

1. Where you are a Lines Company, you access the Platform to receive, assess, and process Applications routed to you, and may receive Application data via the Platform’s interface or API.
2. You are responsible for assessing and deciding Applications under your own processes and applicable law. GridSync’s role is limited to standardising and transmitting Applications, data, and payments.
3. You are responsible for the accuracy of any information you publish through the Platform (for example, network-specific requirements or fees) and for keeping it current.
4. Use of any API is subject to technical and fair-use limits we notify, and to clause 9 (data).
5. Service levels. Except for any service levels expressly agreed in a separate written agreement or order form, the Platform is provided without uptime or availability guarantees.

Fees and payments

1. How payment works. The Platform lets the paying party make a single payment that covers both any Lines Company Fee and any GridSync Fees for an Application. That payment is processed by a third-party payment processor (the “Payment Processor”) which, at the point of settlement, splits it: the Lines Company Fee settles directly to the relevant Lines Company’s own account held with the Payment Processor, and GridSync Fees settle to GridSync. GridSync facilitates this single payment experience but does not itself receive, hold, or take possession of the Lines Company Fee.
2. GridSync does not hold Lines Company money. The Lines Company Fee is set by, and is the charge of, the relevant Lines Company; GridSync does not set it, is not the supplier of the underlying processing service to which it relates, and does not receive it as revenue. The Lines Company Fee settles directly to the relevant Lines Company through the Payment Processor and does not pass through or rest in any account owned or controlled by GridSync. GridSync does not collect, hold, remit, or take possession of Lines Company Fees, whether as principal or as agent, and does not operate a trust account or client-money account for them. The only amounts GridSync receives as its own revenue are GridSync Fees under clause 7.3. The parties acknowledge that GridSync, in operating the Platform on this basis, does not hold client money and does not provide a financial service in respect of Lines Company Fees.
3. GridSync Fees (charged as principal). GridSync charges its own fees for use of the Platform, which may include per-Application fees, a platform or transaction fee, subscription fees, and fees for optional add-ons. GridSync Fees are GridSync’s own charges for the use and facilitation of the Platform, are settled to GridSync through the split described in clause 7.1, and are shown before you incur them or set out in a separate order form or subscription arrangement.
4. The Payment Processor. Payments are processed by the Payment Processor, which is the party that handles, holds in transit, and settles funds. Your use of the payment functionality is also subject to the Payment Processor’s own terms, and a Lines Company’s receipt of Lines Company Fees is subject to it holding and maintaining a connected account with the Payment Processor (clause 7.5). GridSync is not a bank, deposit-taker, or money remitter, does not hold funds on the Payment Processor’s behalf or yours, and is not responsible for the acts or omissions of the Payment Processor.
5. Lines Company connected accounts. To receive Lines Company Fees through the Platform, a Lines Company must register and maintain an account with the Payment Processor in accordance with the Payment Processor’s onboarding and verification requirements, and authorise the split-settlement arrangement described in clause 7.1. A Lines Company is responsible for the accuracy of its account details and for maintaining that account. Where a Lines Company has not done so, the Platform may be unable to accept payment of that Lines Company’s Fee, and clause 7.6 applies.
6. When fees are payable. GridSync Fees, and any applicable Lines Company Fee payable through the Platform, are payable before an Application is fully submitted, and an Application is not treated as submitted to the relevant Lines Company until those amounts have been paid in full through the Platform. Subscription and add-on fees are payable in advance for the relevant period unless stated otherwise.
7. Taxes. Unless stated otherwise, fees are exclusive of GST, which is added where applicable.
8. Chargebacks and reversals. If a payment is reversed, charged back, or fails after an Application has been transmitted or processed, you remain liable for the reversed amount and any associated fees. As between you and GridSync, you are responsible for any reversal of a GridSync Fee, and we may recover it from you or set it off against amounts owing to you, at your cost, including reasonable payment-provider, collection, and legal costs. A reversal of a Lines Company Fee is a matter between the paying party, the Payment Processor, and the relevant Lines Company; GridSync does not hold that fee and is not responsible for it.
9. Refunds. A Lines Company Fee is set and charged by the relevant Lines Company. Part 6 of the Electricity Industry Participation Code allows a Lines Company to specify the fee payable with an Application but does not require any such fee to be refunded. Whether a Lines Company Fee (or any part of it) is refundable, for example where an Application is withdrawn or not progressed, depends on the relevant Lines Company’s own policy, and those policies differ between Lines Companies. In some cases a fee may be non-refundable once the Lines Company has begun processing. Because the Lines Company Fee settles directly to the Lines Company and GridSync does not hold or control it, GridSync cannot grant, withhold, or guarantee a refund of it. If you wish to request a refund of a Lines Company Fee, or you dispute whether one is payable or refundable, you must raise that directly with the relevant Lines Company; GridSync may, at its discretion, help facilitate communication but is not a party to and is not responsible for the outcome. GridSync Fees are non-refundable except where required by law or expressly stated.
10. Changes to fees. We may change GridSync Fees on reasonable notice. Changes do not affect fees already incurred.
11. Alignment with the Code. GridSync Fees, and any Lines Company Fees paid through the Platform, are intended to be charged and handled consistently with the Electricity Industry Participation Code, including Part 6. Where the Code prescribes how a fee may be set, charged, or refunded, that requirement prevails over this clause 7 to the extent of any inconsistency.

Intellectual property

1. The Platform, including its software, design, content, the GridSync name, logo, and tagline, and the compiled database of approved equipment data, is owned by or licensed to GridSync and protected by intellectual property laws. Nothing in these Terms transfers any of those rights to you.
2. We grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform for its intended purpose while these Terms are in force.
3. You retain ownership of the information and content you submit (“Your Content”). You grant us a licence to host, use, copy, transmit, and process Your Content as needed to operate the Platform and provide the services, including routing it to the relevant Lines Company and as described in clause 9. We may also create aggregated and de-identified data from Your Content (data that does not identify any individual) and use that data without time limit to operate, analyse, report on, improve, and develop our products and services, including training and improving analytical and machine-learning models, as further described in clauses 9 and 16. We do not use identifiable Your Content to train models except where separately agreed and permitted under the Privacy Act 2020.

Data and privacy

1. We handle personal information in accordance with the Privacy Act 2020 and our Privacy Policy, which forms part of these Terms.
2. To operate the Platform, Application data (which may include Customers’ personal information) is shared with the relevant Lines Company and with service providers such as our payment and hosting providers. By submitting an Application you authorise this sharing.
3. Where you submit another person’s personal information (for example an Installer submitting a Customer’s details), you confirm you have authority to do so and have made any disclosures required under the Privacy Act 2020.
4. We may use aggregated and de-identified data (which does not identify any individual) to operate, improve, and report on the Platform.

Consumer law

1. Nothing in these Terms limits rights you may have under the Consumer Guarantees Act 1993 or the Fair Trading Act 1986 that cannot lawfully be excluded.
2. Where you use the Platform in trade (for example as an Installer or Lines Company) and we are both in trade, and where it is fair and reasonable to rely on this term, you agree that sections 9, 12A, 13, and 28A of the Fair Trading Act 1986 and the Consumer Guarantees Act 1993 do not apply, to the maximum extent permitted by sections 5C and 43 of those Acts respectively. This agreement to contract out is recorded in writing and is agreed by parties each in trade, as required by those sections. Nothing in this clause operates to exclude liability for our own misleading or deceptive conduct where the law does not permit that exclusion. This contract-out does not apply to a Consumer.
3. Where you deal with us as a Consumer, your non-excludable statutory rights are unaffected by these Terms. To the extent any provision of these Terms (including the disclaimers and the liability cap in clause 11) would, if applied to a Consumer, contravene the Consumer Guarantees Act 1993 or the Fair Trading Act 1986, that provision does not apply to that Consumer to that extent, and the remainder of these Terms continues to apply.

Disclaimers and limitation of liability

1. To the maximum extent permitted by law, the Platform is provided “as is” and we exclude all implied warranties not expressly stated in these Terms (subject to clause 10).
2. We are not liable for the decisions, acts, or omissions of any Lines Company, Installer, Customer, or payment provider, or for any delay, rejection, or outcome of an Application.
3. To the maximum extent permitted by law, we are not liable for indirect, consequential, or special loss, or for loss of profit, revenue, data, or goodwill.
4. Liability cap. To the maximum extent permitted by law, our total aggregate liability arising out of or in connection with these Terms and the Platform is limited to the total GridSync Fees paid by you to us in the 3 months before the date the dispute or event giving rise to the liability arose. For the avoidance of doubt, “GridSync Fees” means only GridSync’s own charges for use of the Platform (clause 7.3) and does not include, and is expressly distinct from, any Lines Company Fees or other total DG application costs, none of which are GridSync’s revenue and none of which count towards this cap. This cap does not limit, and is separate from, amounts you owe us under clause 7 (including GridSync Fees and any reversed payments or chargebacks under clause 7.8).
5. Each party must take reasonable steps to mitigate its loss. You agree to indemnify us against claims arising from your breach of these Terms, your misuse of the Platform, or the inaccuracy of information you submit. This indemnity extends to claims by a Customer or any third party, and to claims arising from your failure to obtain any authority required under clauses 5 or 9 or to make any disclosure required under the Privacy Act 2020, and covers our reasonable legal costs on a solicitor-and-client basis. Your indemnity obligations, and your liability for amounts you owe us or are required to pay under clause 7 (including reversed payments and chargebacks under clause 7.8), are not subject to the liability cap in this clause 11 and survive termination. In these Terms, “to the maximum extent permitted by law” means to the maximum extent permitted by the laws of New Zealand. The exclusions and cap in this clause apply to that extent but do not exclude or limit any liability that cannot lawfully be excluded or limited under New Zealand law, including liability that cannot be excluded under the Consumer Guarantees Act 1993 or the Fair Trading Act 1986 (see clause 10), and liability arising from fraud, fraudulent misrepresentation, or personal injury or death caused by negligence.

Force majeure

1. Neither party is liable for failure or delay in performance (other than a payment obligation) caused by events beyond its reasonable control, including natural disaster, power or network failure, failure of a third-party provider, or change in law.

Suspension and termination

1. You may stop using the Platform and close your account at any time. Fees already incurred remain payable.
2. We may suspend or terminate your access if you breach these Terms, if required by law, or to protect the Platform or other users, and (where practicable) will give you notice.
3. Clauses that by their nature should survive termination (including intellectual property, data, fees incurred, disclaimers, liability, and dispute resolution) continue to apply after termination.

Confidentiality

1. “Confidential Information” means non-public information disclosed by one party (the “Discloser”) to the other (the “Recipient”) that is marked confidential or that a reasonable person would understand to be confidential, including network-specific requirements and fee structures, customer and pipeline information, and the non-public features, pricing, and operation of the Platform. It does not include information that is or becomes public other than through breach of this clause, was already lawfully held by the Recipient, is independently developed without use of the Confidential Information, or is lawfully received from a third party without restriction.
2. The Recipient will use Confidential Information only to exercise its rights and perform its obligations under these Terms, will protect it with at least the care it uses for its own confidential information (and no less than reasonable care), and will not disclose it except to its personnel and professional advisers who need it and are bound by similar obligations, or where disclosure is required by law or regulator (in which case, where lawful, the Recipient will give the Discloser prior notice). This clause does not limit clause 9 (Data and privacy), which governs personal information.
3. These obligations continue for 3 years after disclosure and, for trade secrets, for as long as the information remains a trade secret. On termination the Recipient will, on request, return or destroy Confidential Information except where retention is required by law or these Terms (see clause 16).

Security and data-incident notification

1. We will maintain reasonable technical and organisational security measures appropriate to the nature of the information held, designed to protect Application data and Your Content against unauthorised access, loss, or disclosure. We do not warrant that the Platform is immune from all security incidents.
2. If we become aware of a security incident affecting your Application data or Your Content, we will notify you without undue delay and in any event within 72 hours of becoming aware, provide the information reasonably available about the incident, and take reasonable steps to investigate and mitigate it. This is in addition to, and does not limit, any notification obligation we have under Part 6 of the Privacy Act 2020.
3. You must also keep your account credentials secure and notify us promptly of any actual or suspected compromise of your account (see clause 3).

Data retention, return, and deletion

1. While your account is active you may access and export Your Content and your Application records through the Platform’s available tools.
2. For a period of 10 days after termination we will, on request, make Your Content available for export, after which we may delete it, except where retention is required under clause 16.3.
3. We may retain Application data, transmitted records, and payment records for as long as needed to comply with our legal, regulatory, accounting, and audit obligations (including any record-keeping expected under the Electricity Industry Participation Code), to resolve disputes, and to enforce these Terms. You grant us a limited licence to retain and use that data for those purposes after termination, despite the licence in clause 8.3 otherwise ending. A Lines Company remains responsible for its own retention of Applications it has received.
4. We may retain aggregated and de-identified data (which does not identify any individual) without time limit, as described in clause 9.

Order of precedence

1. If there is any inconsistency between the documents making up the agreement between you and us, the following order of precedence applies (higher prevails over lower, to the extent of the inconsistency): (a) a separate written agreement signed by both parties (for example a Lines Company agreement); (b) an order form or subscription arrangement; (c) these Terms; and (d) the Privacy Policy and any other policy referenced in these Terms.
2. This order of precedence is subject to clause 10, under which nothing displaces a Consumer’s non-excludable statutory rights.

Beta features and API changes

1. We may make features available on a trial, preview, or “beta” basis. Beta features are provided “as is,” may be changed or withdrawn at any time, are excluded from any service-level commitment, and should not be relied on for production use. To the maximum extent permitted by law, the disclaimers and liability provisions in clause 11 apply to beta features in full.
2. We may update or change the Platform and any API over time. For changes to a generally available API that are not backward-compatible, we will give reasonable advance notice (for example by developer notice or in-Platform notice) of at least 30 days where reasonably practicable, except where a shorter period is needed for security, legal, or operational reasons.

Changes to these Terms

1. We may update these Terms from time to time. We will post the updated Terms with a new effective date and, for material changes, give reasonable notice (for example by email or in-Platform notice).
2. Your continued use of the Platform after changes take effect constitutes acceptance of the updated Terms.

Governing law and disputes

1. These Terms are governed by the laws of New Zealand.
2. Resolve it directly first. If a dispute arises, the parties will first try to resolve it in good faith through discussion.
3. Mediation. If not resolved within 15 working days, the parties will refer the dispute to mediation administered by the Resolution Institute (or AMINZ) under its standard rules before commencing court proceedings, except where urgent interim relief is needed.
4. The courts of New Zealand have exclusive jurisdiction over any dispute that proceeds to litigation, unless GridSync elects in a particular case to bring or permit proceedings in another jurisdiction.

General

1. These Terms (with any order form, subscription arrangement, and our Privacy Policy) are the entire agreement between you and us about the Platform. Where GridSync and a user (in particular a Lines Company) have entered into a separate written agreement governing the same subject matter, that separate agreement prevails over these Terms to the extent of any inconsistency. Each party acknowledges that, in entering into these Terms, it has not relied on any representation, statement, or warranty not expressly set out in them.
2. If any provision is unenforceable, it is modified to the minimum extent necessary, and the rest remains in force.
3. Waiver and assignment. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our consent. We may assign these Terms to a successor or affiliate without your consent.
4. Notices to you may be given via the Platform or to your account email. Notices to us must be sent to the address in clause 22.

How to contact us

GridSync Limited · support@gridsync.nz