Terms of Service

1. Definitions

1.1 Software: Battery Energy Storage Optimizer ("BESO"), an economic optimization tool for battery energy storage systems, with or without hybridization with wind and/or photovoltaic generation technologies, owned by Agere Infrastructure Partners S.L. ("Agere" or "Provider").

1.2 License: a non-exclusive, non-transferable, revocable, and non-sublicensable right granted by Agere to the Client to access and use the Software upon acceptance of these ToS and signing of the End User License Agreement ("EULA"), solely for internal purposes and in accordance with these Terms of Service.

1.3 Plan: the subscription tiers offered by the Provider, which determine the available features, usage limits, number of included Seats, and applicable pricing.

1.4 Module: additional functional components (Add-ins) of the Software that the Client may contract independently and complementary to the subscribed Plan, to extend the Software's capabilities for specific use cases.

1.5 Seat: each authorized access instance to the Software assigned to a single identified User.

1.6 User: any natural person duly authorized by the Client to access and use the Software on their behalf, to whom an active Seat and individual access credentials have been assigned. The Client is responsible for compliance with these terms by its Users.

1.7 Client Data: information provided by the Client to the Provider for the execution of this agreement, including: identification data, legal representative data, contact information, billing data, and operational data (designated administrator, number of seats contracted).

1.8 Market Data ("VIVO"): hourly electricity price forecasts prepared by the Provider and accessible through the Software.

2. Acceptance

Acceptance of these ToS is formalized by selecting the corresponding checkbox during the registration process at beso.energy ("I have read and agree to the Terms of Service and Privacy Policy"). Such acceptance constitutes a binding agreement between the Client and the Provider.

3. License Grant

Agere grants the Client a License to use the BESO Software, according to the selected Plan and Modules. The License grant comprises acceptance of these ToS and signing of the EULA.

4. Plans and Modules

4.1 Plans

• Demo: Free, temporary access for Software evaluation during a limited 15-day period, without availability or support guarantees.
• Basic: Access to essential Software features, subject to the usage limits established for this tier.
• Advanced: Expanded features compared to Basic, incorporating additional capabilities.
• Pro: Extended access including the full set of advanced Software features, with higher usage limits.
• Enterprise: Corporate subscription enabling external commercial use of the Software, including provision of services to third parties and report preparation for clients, with customized conditions agreed between the parties.

Specific features, limitations, and pricing for each Plan are detailed on the Provider's website at beso.energy at the time of contracting. The Provider reserves the right to modify Plan characteristics with prior notice as established in Section 16.

4.2 Modules

• PPA Module (Power Purchase Agreement): Tools for structuring, analyzing, and valuing long-term power purchase agreements.
• Load Module: Tools for optimizing energy load management, enabling consumption and demand analysis and planning.
• Debt Module: Tools for analyzing and structuring bank financing of energy assets, including debt modeling, amortization schedules, and debt service coverage ratios.

PPA and Load Modules are available for Advanced, Pro, and Enterprise plans. The Debt Module is available for Pro and Enterprise plans. Module pricing is detailed at beso.energy.

5. Use Restrictions

5.1 Reverse engineering: The Client shall not reverse engineer, decompile, disassemble, decrypt, or attempt to access the source code of the Software.

5.2 Unauthorized distribution: The Client shall not assign, sublicense, sell, rent, transfer, or make available the Software to third parties without prior written consent from the Provider.

5.3 Credentials: The Client shall not share, transfer, publish, or disclose access credentials, License keys, or authentication tokens. Each User is responsible for maintaining credential confidentiality.

5.4 Internal use only: All Plans except Enterprise authorize exclusively internal use. It is expressly prohibited to use the Software to provide services to third parties, prepare reports for external clients, or employ the Software for commercial purposes outside the Client's organization. Such use requires an Enterprise subscription.

5.5 Market data redistribution: Market data accessible through the Software is for the Client's exclusive internal use. Redistribution, publication, or incorporation into products or services for third parties is expressly prohibited.

6. Seats

The Client may use the Software exclusively through the number of contracted Seats. Shared, simultaneous, or rotating use of a single Seat among different Users is not permitted. Additional Seats may be contracted by upgrading.

7. Intellectual Property

The Software, including its source code, documentation, interfaces, data, algorithms, designs, and all other elements, is the exclusive property of Agere or its licensors and is protected by Spanish and international intellectual property law. These ToS do not grant the Client any ownership rights over the Software, only the right to use it under the agreed terms. Any improvements, updates, or versions developed by Agere remain Agere's property.

8. Market Data (VIVO)

8.1 Ownership: Market data accessible through the Software, including price curves, valuation data, historical series, VIVO curves, and similar data, is the property of the Provider.

8.2 Permitted use: The Client may only use market data for internal purposes derived from Software use according to the contracted Plan and Modules.

8.3 Prohibited uses: It is expressly prohibited to: extract or reproduce market data outside the Software environment; redistribute, publish, or commercialize data to third parties; incorporate data into products or reports for third parties (unless Enterprise with express authorization); use data to train AI models or automated systems; circumvent data access or traceability mechanisms.

8.4 Client responsibility: The Client is solely responsible for its Users' use of market data. As a professional in the energy or financial sector, the Client assumes exclusive responsibility for verifying data adequacy, cross-referencing with additional sources, and evaluating associated risks.

8.5 Provider disclaimer: The Provider is expressly exempt from liability arising from unauthorized use of market data or from interruptions, modifications, or discontinuation of such data.

8.6 No warranty: Market data is provided "as is" without any warranty regarding accuracy, completeness, timeliness, fitness for investment decisions, or continuous availability.

9. Pricing, Payment, and Billing

9.1 Pricing for each Plan is detailed at beso.energy. Module pricing is agreed separately in the EULA. All prices are in EUR and exclude applicable VAT.

9.2 First payment is by bank transfer prior to Software access. Subsequent payments are by SEPA direct debit as authorized through the ToS and EULA.

9.3 Invoices are issued prior to each due date (first day of each monthly or annual period).

9.4 Non-payment entitles Agere to suspend Software access until regularization, plus applicable late payment interest.

10. Demo (Trial Period)

The Provider offers access to the Software in Demo mode for fifteen (15) calendar days from ToS acceptance and EULA signing, at no cost and without purchase commitment. Access to the Demo Plan is subject to prior verification and approval by the Provider.

10.1 Limited functionality: Demo access is restricted to a limited feature set determined by the Provider, which may be modified at any time without notice.

10.2 No warranty: Demo access is provided "as is" and "as available", without any warranty or support obligation.

10.3 No commitment: Demo use creates no purchase obligation for the Client nor continuity commitment from the Provider.

10.4 Automatic expiration: Access is automatically suspended after the 15-day period. The Client must contract a paid Plan to continue.

10.5 Data: The Client is solely responsible for exporting data before Demo expiration. The Provider assumes no liability for data loss.

10.6 Liability: During the Demo, the Provider's total liability is limited to zero euros (0 EUR), given the gratuitous nature of access.

11. Updates

The Provider may provide updates, improvements, or new versions at its discretion, subject to these ToS. Support level depends on the contracted Plan. The Provider reserves the right to modify Software features with a minimum 30-day notice when modifications constitute a substantial reduction of contracted features.

12. Limitation of Liability

12.1 The Software is provided "as is". The Provider does not guarantee error-free or uninterrupted operation. The Provider does not guarantee financial results, as BESO is an analysis tool, not financial advice.

12.2 To the maximum extent permitted by law, the Provider shall not be liable for indirect, incidental, special, consequential, or lost profit damages.

12.3 The Provider's total liability under these ToS and the EULA shall not exceed the fees actually paid by the Client in the twelve (12) months preceding the event causing the damage.

13. Confidentiality

Each Party undertakes to maintain strict confidentiality regarding confidential information received from the other Party, including technical, commercial, and financial information. This obligation survives termination for five (5) years. Information that becomes public domain without breach, or received lawfully from third parties without confidentiality restrictions, is excluded.

14. Data Protection

Personal data processing derived from service provision is governed by the Agere Privacy Policy. Agere acts as data controller for User personal data in accordance with GDPR (EU Regulation 2016/679) and Spanish LOPDGDD (Organic Law 3/2018).

15. Term and Termination

15.1 The subscription enters into force upon ToS acceptance and EULA signing and has the duration corresponding to the contracted periodicity (monthly or annual), renewing automatically unless either Party provides 30 days' notice before expiration.

15.2 Either Party may terminate immediately upon written notice in case of: material breach of the ToS or EULA not remedied within 15 days of notification, or declaration of insolvency or dissolution.

15.3 Upon termination, the Client must immediately cease using the Software, uninstall it from all Seats, and destroy or return any copies.

15.4 Termination does not entitle the Client to a refund of fees already paid, except in cases of termination due to Agere's breach.

16. Modifications

The Provider may modify these ToS with 30 days' prior notice. Continued use of the Software constitutes acceptance of the respective modification.

17. Governing Law

This agreement is governed by Spanish law. For any disputes, the Parties submit to the exclusive jurisdiction of the Courts of Madrid, expressly waiving any other jurisdiction.

18. General Provisions

18.1 Entire agreement: These ToS, together with the EULA, constitute the complete agreement between the Parties and supersede any prior agreements.

18.2 Severability: If any clause is declared void or unenforceable, the remaining clauses shall remain in full force.

18.3 Waiver: Failure to exercise any right shall not constitute a waiver thereof.

18.4 Notices: All communications must be in writing and shall be deemed validly made when sent to the address or email provided during User registration.