Terms & Conditions

1. Definitions

In these Terms, the following definitions apply:

• "SmartBatt", "we", "us", "our" means SmartBatt Energy Solutions LLP, a limited liability partnership registered under the LLP Act, 2008, PAN: AFMFS1799B, with principal place of business at F-10 Shree Ganesh Industrial House, Waman Tukaram Patil Marg, Chembur, Mumbai 400071.
• "Platform" means the SmartBatt web application and associated digital services accessible at www.smartbattenergy.com and sub-domains thereof.
• "User", "you", "your" refers to the individual or entity accessing the Platform in the applicable capacity defined in these Terms.
• "BESS" or "Battery Unit" means SmartBatt's portable, modular battery energy storage systems offered under an Energy-as-a-Service model.
• "Telemetry Data" means real-time and historical device performance data including State of Charge (SOC), load power, battery power, grid power, and device status transmitted from BESS units to the Platform.
• "Personal Data" has the meaning assigned under the Digital Personal Data Protection Act, 2023 ("DPDP Act") and the Information Technology Act, 2000.
• "Confidential Information" means all non-public business, financial, technical, and operational information disclosed by either party.
• "Account" means the registered user account created on the Platform.
• "Effective Date" means the date on which you first register or are onboarded onto the Platform.

Additional definitions for Channel Partners:

• "Channel Partner Agreement" means the formal appointment letter and commercial terms agreed between you and SmartBatt.
• "Lead" means a qualified business opportunity submitted via the Portal against a prospective client.
• "Commission" means the fee payable to you by SmartBatt upon successful closure of a deployment sourced by you.
• "Territory" means the geographical region(s) assigned to you under your Channel Partner Agreement.
• "Deployment" has the meaning in the Platform — a contracted rental engagement between SmartBatt and an end client.

2. Platform Access & Account Security

• Access to the Platform is granted on a non-exclusive, non-transferable, revocable licence basis for the purposes stated in these Terms.
• You must be at least 18 years of age and, where acting on behalf of an entity, duly authorised to bind that entity.
• You are responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your Account.
• You must notify SmartBatt immediately at info@smartbattenergy.com if you suspect unauthorised access to your Account.
• SmartBatt uses Google OAuth for authentication. You must comply with Google's terms of service in addition to these Terms.
• SmartBatt reserves the right to suspend or terminate your Account without notice if it reasonably suspects a security breach, fraudulent activity, or violation of these Terms.
• You may not share your Account credentials, create multiple Accounts for the same entity, or use automated scripts or bots to access the Platform.

3. Data Collection, Privacy & DPDP Compliance

SmartBatt collects and processes personal data — including your account and contact details, usage and access logs, device telemetry from units linked to your account, and business data relevant to your relationship with SmartBatt (such as lead pipeline, territory and commission information) — to provide and operate the Platform. The full detail of what is collected, the purposes and lawful bases, the third parties it is shared with, retention periods, your rights as a Data Principal under the DPDP Act, 2023, and the use of cookies and analytics is set out in our Privacy Policy, which forms part of these Terms.

By accepting these Terms you confirm that you have read the Privacy Policy and consent to the processing of your personal data as described in it, including where consent is the lawful basis relied on. SmartBatt does not sell, rent or trade your personal data for marketing purposes. You may withdraw consent or exercise your data rights by writing to info@smartbattenergy.com; withdrawing consent may result in termination of Platform access.

4. Intellectual Property

• All content on the Platform including software, source code, design, text, graphics, Telemetry Data algorithms, and trademarks are the exclusive property of SmartBatt or its licensors.
• These Terms grant you a limited licence to access and use the Platform for the purposes stated herein. No ownership rights are transferred.
• You must not copy, reproduce, modify, reverse-engineer, decompile, or create derivative works from any part of the Platform without SmartBatt's prior written consent.
• Any feedback, suggestions, or improvements you provide to SmartBatt may be used by SmartBatt without obligation or compensation to you.

5. Confidentiality

• Each party undertakes to maintain the confidentiality of the other party's Confidential Information and not to disclose it to any third party without prior written consent.
• You must not disclose pricing, commercial terms, device specifications, or operational data obtained via the Platform to competitors or other third parties.
• This obligation survives termination of your Platform access by 5 (five) years.
• Confidentiality obligations do not apply to information that: (a) is publicly available through no fault of the receiving party, (b) was already known to the receiving party, or (c) is required to be disclosed by law or court order.

6. Prohibited Activities

You must not use the Platform to:

• Gain unauthorised access to other users' data or SmartBatt's internal systems.
• Introduce malware, viruses, or other malicious code.
• Conduct web scraping, data harvesting, or automated extraction of Platform data.
• Misrepresent your identity or authority to act on behalf of an organisation.
• Circumvent or attempt to bypass authentication, access controls, or Row Level Security policies.
• Use Telemetry Data for purposes other than legitimate management of your assigned deployments/assets.
• Post or transmit unlawful, defamatory, or fraudulent content.
• Engage in any activity that disrupts or interferes with the Platform's operation.

7. Channel Partner-Specific Terms

7.1 Lead Submission & Ownership

• You may submit sales leads via the Portal for prospective clients within your assigned Territory. Leads submitted outside your Territory require prior written approval from SmartBatt.
• A Lead is considered "owned" by you from the time of submission, provided it is accepted by SmartBatt's operations team. Duplicate submissions for the same prospective client will be resolved in favour of the earlier submission date.
• You must submit leads in good faith with accurate, complete information. Submission of fabricated, incomplete, or speculative leads may result in Commission forfeiture.
• SmartBatt reserves the right to reject or reassign a Lead if: (a) the prospective client is an existing SmartBatt client, (b) the lead was previously submitted by another party, or (c) the lead does not meet SmartBatt's minimum qualification criteria.
• Lead status updates (qualified, proposal sent, converted, lost) will be visible to you via the Portal in real time.

7.2 Commission

• Commission rates, eligibility criteria, and payment timelines are set out in your Channel Partner Agreement and may be reflected on your Commission dashboard on the Portal.
• Commission is payable only upon: (a) successful execution of a Deployment Order by the end client, and (b) receipt of the client's first rental payment by SmartBatt.
• Commission figures displayed on the Portal are provisional until payment is confirmed. SmartBatt will issue a formal Commission statement monthly.
• You must raise any disputes regarding Commission calculations within 30 (thirty) days of the Portal statement date.
• SmartBatt may withhold Commission if: (a) the related Lead is found to have been submitted in bad faith, (b) the Channel Partner is in breach of these Terms or the Channel Partner Agreement, or (c) the deployment is cancelled prior to commencement.

7.3 Territory & Non-Solicitation

• You are appointed as a non-exclusive channel partner for your assigned Territory, unless your Channel Partner Agreement expressly states exclusivity.
• You must not actively solicit or service prospective clients outside your Territory without SmartBatt's prior written approval.
• You must not, during the term of your Channel Partner Agreement and for 12 (twelve) months thereafter, directly or indirectly promote, sell, or facilitate competing portable BESS or diesel generator alternative products to any client introduced to you through the SmartBatt platform.

7.4 Representations to Clients & Compliance

• You are authorised to market SmartBatt's services and provide product information to prospective clients based on materials provided by SmartBatt.
• You must not make representations, promises, or commitments to prospective clients regarding pricing, service levels, warranties, or delivery timelines that are not explicitly authorised in writing by SmartBatt.
• You must comply with all applicable laws, including the Consumer Protection Act, 2019 and the Competition Act, 2002, in your sales activities.
• You must not use SmartBatt's brand, logo, or trademark in any marketing material without prior written approval from SmartBatt.
• You are not an employee, agent, or legal representative of SmartBatt. You have no authority to execute contracts, incur liabilities, or make commitments on SmartBatt's behalf.

7.5 Marketing Materials

• SmartBatt may make sales decks, rate cards, case studies, and territory-specific materials available to you via the Portal.
• These materials are provided under a limited licence for use solely in your authorised sales activities. You must not modify, adapt, or redistribute them without written approval.
• All marketing materials remain the intellectual property of SmartBatt.

7. Limitation of Liability

• The Platform is provided on an "as-is" and "as-available" basis. SmartBatt makes no warranties, express or implied, regarding the accuracy, completeness, or availability of Platform data.
• SmartBatt is not liable for any indirect, consequential, incidental, or punitive damages arising from your use of the Platform.
• Telemetry Data is provided on a best-effort basis. SmartBatt does not guarantee uninterrupted availability or real-time accuracy of device data.
• SmartBatt's aggregate liability to you under these Terms shall not exceed INR 10,000 (Rupees Ten Thousand Only) or the amounts paid by you to SmartBatt in the three months preceding the claim, whichever is higher.
• SmartBatt is not responsible for third-party service outages (Deye Cloud, Google OAuth, Vercel, Supabase) that may affect Platform availability.

8. Indemnification

• You agree to indemnify, defend, and hold harmless SmartBatt, its partners, officers, employees, and agents from and against any claims, damages, losses, and costs (including legal fees) arising from your misrepresentation to prospective clients, unauthorised commitments made on SmartBatt's behalf, or breach of these Terms.
• This indemnification obligation survives termination of your Account.

9. Term & Termination

• These Terms are effective from the Effective Date and continue until terminated by either party.
• SmartBatt may terminate or suspend your Account immediately, without notice, if you breach these Terms, become insolvent, or if SmartBatt determines that continued access poses a security or legal risk.
• You may deactivate your Account by writing to info@smartbattenergy.com. Pending contractual obligations under any applicable commercial agreement are not affected by Account deactivation.
• Upon termination: (a) your licence to access the Platform ceases; (b) you must cease all use of SmartBatt Confidential Information; (c) clauses on Data Privacy, Confidentiality, IP, Liability, and Governing Law survive.

10. Governing Law & Dispute Resolution

• These Terms shall be governed by and construed in accordance with the laws of India.
• Any dispute arising out of or in connection with these Terms shall first be attempted to be resolved through good-faith negotiation between the parties for a period of 30 (thirty) days.
• If not resolved amicably, the dispute shall be referred to arbitration under the Arbitration and Conciliation Act, 1996, with a sole arbitrator mutually appointed by the parties. The seat of arbitration shall be Mumbai.
• The courts at Mumbai shall have exclusive jurisdiction over matters not subject to arbitration.

11. Amendments

• SmartBatt reserves the right to amend these Terms at any time. Users will be notified of material changes via the Platform or email at least 14 (fourteen) days in advance.
• Continued use of the Platform following notification of changes constitutes acceptance of the revised Terms.
• If you do not accept the revised Terms, you must cease use of the Platform and notify SmartBatt accordingly.

12. General

• If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
• SmartBatt's failure to enforce any right or provision shall not constitute a waiver of that right or provision.
• These Terms, together with any applicable commercial agreement and our Privacy Policy, constitute the entire agreement between you and SmartBatt with respect to Platform use.
• You may not assign your rights or obligations under these Terms without SmartBatt's prior written consent.
• For questions or notices under these Terms, contact SmartBatt at: info@smartbattenergy.com