Energy Management and Active Optimization Agreement

This agreement ("Agreement") is entered into between Powerstart Integrated Technologies Limited (RC 2021832), hereinafter referred to as "PowerLabs," (“We”, “Us”, “Our”) and the undersigned customer, hereinafter referred to as "Customer," (“You”) collectively referred to as "Parties."

1. Acceptance of Terms:

By signing up to use the Device (Pai, the data collection component of the application) and accessing the platform which consists of associated web-based applications, APIs, or mobile applications, including any URLs operated by PowerLabs and such other tools and software we may build in (collectively referred to as the Platform) you agree that you have carefully and thoroughly read, understand, and accept all of the terms and conditions contained in this Agreement including our Privacy Policy.

PowerLabs reserves the right to update, revise, modify, or otherwise, reissue these terms without prior notice. The continued use of your Device and the Platform after any amendment to this Agreement constitutes your acceptance of the Agreement as modified by such amendment.

Data Protection Roles: For the purposes of the Nigeria Data Protection Act (NDPA) and its subsidiary legislations, PowerLabs acts as a Data Controller with respect to personal data you provide directly (e.g., user identification, contact details, and account information). In certain cases, PowerLabs also acts as a Data Processor on your behalf with respect to operational data collected from your premises by the Device and Platform.

2. Purpose of Device Installation:

PowerLabs shall install a specialized energy management device at the Customer’s premises. The Platform including the device is designed not only to read and transmit real-time data on electricity but also to actively manage and optimize energy usage.

The Platform is designed to collect, process, and analyze real-time and historical data to:

• Enable comprehensive real-time energy monitoring.

• Facilitate proactive management by identifying anomalies and deviations.

• Drive optimization for cost reduction.

• Enhance operational efficiency and uptime.

• Provide actionable insights and reporting.

• Manage user accounts and access.

• Improve product and user experience.

PowerLabs affirms that it will not collect any data via its sensors outside the scope specified in this Agreement.

3. Maintenance and Access:

You agree to permit PowerLabs' personnel access to your premises for periodic preventive and corrective maintenance of the energy management device. We reserve the right to remove, replace, or repair the device as necessary for maintenance purposes, providing reasonable notice to You.

We will conduct periodic inspections and maintenance to ensure the device's optimal performance and longevity. This includes but is not limited to, checking electrical connections, ensuring the accuracy of sensors, and updating any hardware components as required.

In addition to physical maintenance, we reserve the right to carry out "Over-The-Air" (OTA) updates on both the device and the associated Platform. These OTA updates involve remotely updating the software or firmware to enhance the functionality, security, and performance of the energy management system. We will notify You in advance of any major updates that may impact the device's operation or require a restart.

You agree to cooperate with PowerLabs' maintenance schedules and procedures, ensuring timely access to the device for scheduled maintenance activities. PowerLabs will make reasonable efforts to minimize any disruption to the Customer's operations during maintenance activities

4. Device Functionality and Utility Costs:

The installation and operation of this device and access to the Platform will not result in a significant increase in your electricity bills, except for potential increases related to normal usage of the device. We will use our best endeavors to ensure that the energy consumption of the device will be minimal and will not lead to any substantial rise in the overall power utility costs for your premises, barring any standard operational usage fees or charges specifically associated with the device's and Platform’s functionality.

5. Payment and Billing
You agree to pay all fees and charges associated with your use of the device and access to the Platform in accordance with the pricing and payment terms presented at the time of purchase. Payments are due at the beginning of each billing cycle, which is defined as a period of 30 days from the date of initial activation or renewal. Payments must be made using the payment method specified in your account.

Failure to pay the fees when due may result in suspension or termination of your access to the Services. All fees are non-refundable unless otherwise stated. PowerLabs reserves the right to adjust the pricing for the device and Platform access, with prior notification provided at least 30 days in advance of any price change taking effect.

6. Device Retrieval upon Termination:

In the event of termination of this Agreement, the Customer commits to providing access to PowerLabs for the retrieval of the device from the Customer's premises within a reasonable timeframe.

7. Intellectual Property

All intellectual property rights in the device, the Platform, and all related analyses, results, and services provided by PowerLabs (collectively, the "Services") are owned by PowerLabs, its subsidiaries, or affiliates. This includes, but is not limited to, patents, trademarks, service marks, trade secrets, copyrights, and any other proprietary rights (collectively, "PowerLabs IP").

You are hereby granted a limited, non-exclusive, non-transferable, and revocable license to use the Services and the results generated by the Services solely for personal or internal business purposes, as applicable, and in accordance with the terms and conditions of this Agreement. You do not acquire any ownership rights in the PowerLabs IP through the use of the Services.

PowerLabs retains all rights, title, and interest in and to the device, the platform, and all analyses, results, and any other output generated from the use of the Services. You agree not to:

1. Copy, modify, or create derivative works based on the PowerLabs IP;
2. Reverse engineer, decompile, or disassemble the device or the platform;
3. Sell, lease, sublicense, distribute, or transfer the PowerLabs IP to any third party;
4. Use the PowerLabs IP in any manner that infringes the intellectual property rights of any third party;
5. Use the PowerLabs IP for any unlawful or unauthorized purpose.

PowerLabs, the PowerLabs logo, and all product names displayed on our websites are trademarks and/or service marks owned by PowerLabs, its subsidiaries, or affiliates. No trademark, service mark, or other license is granted in connection with the materials on any PowerLabs website.

Nothing herein shall be construed as granting, by implication, estoppel, or otherwise, any license to any patent, trademark, or other intellectual property right of PowerLabs or any third party. PowerLabs makes no representations or warranties that the use of the information on this website will not infringe any patent, trademark, or other intellectual property right of PowerLabs or any third party.

You acknowledge and agree that any feedback, suggestions, or ideas provided to PowerLabs regarding the Services ("Feedback") are the exclusive property of PowerLabs. PowerLabs may use, reproduce, and incorporate such Feedback into the Services without any obligation or recourse to You.

If you have any questions regarding the intellectual property rights or your use of the Services, please contact our support team.

8. Representations
The Pai Sensor is provided "as is" and "as available" without any warranties or representations, express or implied. The energy intelligence insights and optimizations are personalized to the location of each customer and are intended solely for informational purposes and use at the customer location. It is not intended to be indicative of or represent what occurs upstream in the power grid or any broader energy distribution network. While we strive to provide accurate and reliable information, we cannot unconditionally guarantee the accuracy, completeness, or timeliness of the data provided. Due to the potential for customer tampering or changes in the customer’s power situation, such as going off-grid or acquiring a new power source (e.g., a gas generator) without contacting PowerLabs to reflect these modifications in the application, the accuracy of the information provided by the application may be affected.
We do not unconditionally guarantee that the Device will be error-free, uninterrupted, or meet your specific requirements. Your use of the device is at your own risk, and we shall not be liable for any damages arising from the use or inability to use the device, including but not limited to direct, indirect, incidental, consequential, or punitive damages.

9. LIMITATION OF LIABILITY

To the fullest extent permitted by applicable law, in no event shall our company, its affiliates, directors, employees, or agents be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to data, use, goodwill, or other intangible losses, resulting from (a) your access to or use of or inability to access or use the device; (b) any conduct or content of any third party on the device; (c) any content obtained from the device; and (d) unauthorized access, use, or alteration of your transmissions.

10. Data Privacy and Confidentiality:

We agree to keep each other’s personal information strictly confidential. This includes, but is not limited to, names, addresses, phone numbers, email addresses, and any other information disclosed during our interactions such as technical details about the energy management device and Platform, business-related data, and data collected or processed by the device and platform.

Neither of us will disclose each other’s personal information to any third party without explicit prior written consent, except where required by law.

Categories of Data Processed:

PowerLabs collects and processes certain personal data necessary to provide its Services. This includes:

1. User Identification & Contact Data – name, email address, phone number, user role, and assigned locations.

2. System Interaction Data – platform usage, feedback, and interaction records.

3. Operational Data – energy consumption, device performance, environmental conditions, and cost data linked to your locations, which may indirectly relate to an identifiable person.

Data Security:

PowerLabs implements comprehensive technical, organizational, and physical security measures to protect your personal data. These include, but are not limited to:

• Data encryption (at rest and in transit).

• Role-based access controls.

• Network security (firewalls, intrusion detection/prevention).

• Secure development lifecycle practices.

• Regular backups and disaster recovery measures.

• Anonymization/pseudonymization where applicable.

• Appointment of a Data Protection Officer (DPO).

• Ongoing staff training in data protection.

• Formal Data Processing Agreements with third parties.

• Incident response and breach notification protocols.

• Defined data retention policies.

• Leveraging the advanced physical security of reputable cloud providers.

Data Subject Rights:

Your rights as a data subject, including the right to access, rectify, restrict, object, or erase your personal data, are fully respected by PowerLabs. Comprehensive details on how to exercise these rights are set out in our Privacy Policy, which forms an integral part of this Agreement.

Data Retention:

Personal data will be retained only for the period necessary to fulfill the purposes for which it was collected, or as required by law, in accordance with PowerLabs’ Data Retention Policy.

11. Indemnification
The customer agrees to defend, indemnify, save, and hold harmless PowerLabs, its licensees, and respective directors, officers, employees, and agents from and against all liabilities, claims, damages, and expenses, including reasonable attorneys' fees, arising out of your use of the site, or your violation or alleged violation of the terms of this agreement.

12. Cookies and Analytics

The Platform utilizes cookies and similar technologies to enhance user experience, analyze platform usage, and improve service delivery. By using our Platform, you consent to the use of cookies in accordance with our Cookie Policy and the banner presented at first use.

13. Incident Response and Grievance Redress:

PowerLabs has a defined Incident Response Plan to promptly address and mitigate any data breaches. In the event of a breach, PowerLabs will notify affected parties and the Nigeria Data Protection Commission (NDPC) as required by law.

For any privacy-related concerns, complaints, or to exercise your data subject rights, please contact our Data Protection Officer at: dataprotection@powerlabstech.com

14. Governing Law:

This Agreement shall be governed by the laws of the Federal Republic of Nigeria.

15. Termination:

Either party may terminate this Agreement with written notice in case of a material breach by the other party. This Agreement may be terminated by one party providing the other party with no less than ten (10) working days prior notice.

16. Severability:

If any provision of this agreement is unlawful, void, or unenforceable, the remaining provisions of the agreement will remain in place.

17. Duration:

This Agreement shall become effective upon the Customer's signature and shall remain in force until terminated by either Party (without prejudice to paragraph 5 above), or until PowerLabs uninstalls the device, or until it is superseded by a superior agreement.

18. Miscellaneous:

Any modifications or amendments to this Agreement must be made in writing and signed by both Parties.

19. Entire Agreement:

This Agreement constitutes the entire understanding between the Parties and supersedes all prior agreements, whether written or oral.

Powerstart Integrated Technologies Limited (RC 2021832)

hello@Powerlabstech.com