The written terms that govern entry to EnergySignal private interactive models.
Applying to any person granted access to an EnergySignal interactive model, in any capacity.
These Terms and Conditions (the “Terms”) govern access to and use of the interactive financial and technical models and related materials (each, a “Model”) made available by EnergySignal s.r.o., IČO [●], registered in the Commercial Register kept by the Municipal Court in Prague, File No. C [●], with its registered seat at Na Folimance 2155/15, Vinohrady, 120 00 Praha 2, Czech Republic (“EnergySignal”, “we”, “us”). By entering your name and email address, ticking the box indicating acceptance, and proceeding to a Model, you (the “Recipient”, “you”) agree to be bound by these Terms. If you do not agree, do not tick the box and do not access the Model.
These Terms apply to you whether you access a Model as a prospective client, host or site, compute partner, energy storage operator, energy trading party, energy producer or generator, offtaker, adviser, or in any other capacity, and whether on your own behalf or on behalf of an organisation. If you accept on behalf of an organisation, you confirm you are authorised to bind that organisation, and “you” means both you and that organisation. You confirm that you access the Model in the course of a business, trade, or profession, and not as a consumer.
In these Terms, the following words have the following meanings:
“Affiliate” any person or entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means the power to direct the management or policies of a person or entity, whether through ownership of voting interests, by contract, or otherwise.
“Confidential Information” the Model, its contents, structure, assumptions, formulae, figures, scenarios, diagrams, narration, and any related written, oral, or visual materials, together with the fact and content of any discussions between the parties, whether or not marked as confidential.
“Model” any interactive model, tool, document, presentation, or explanatory material made available by EnergySignal through a private access link or otherwise, together with all updates and variants.
“Opportunity” any project, transaction, site, arrangement, or relationship identified, introduced, described, or facilitated by EnergySignal in the energy and computing sectors, including without limitation the pairing of an energy site or host with flexible or modular computing load, and any arrangement involving energy generation or production, energy storage, energy trading or supply, offtake, grid connection, or heat, together with any associated commercial structure.
“Introduced Party” any person, site, company, or group that EnergySignal identifies, names, introduces, or brings to your attention, directly or indirectly, in connection with an Opportunity, in whatever role, including as host, compute partner, storage operator, trading party, producer or generator, offtaker, or provider of grid or heat capacity.
“Intellectual Property” all intellectual property rights of any kind, whether registered or unregistered, including copyright, database rights, design rights, trade marks, know-how, and rights in the structure, methodology, and presentation of the Model.
“Transaction Value” the total consideration and economic value payable or deliverable in connection with a transaction, whether in cash or in kind, including equity or other securities, loans and notes, deferred and contingent amounts, and the value of any associated supply, offtake, tolling, hosting, services, consulting, or employment arrangements to the extent above market terms, in each case whether flowing to you or to an Affiliate of yours.
2.1 Access to a Model is personal to you, granted for the sole purpose of evaluating an Opportunity together with EnergySignal. It is non-transferable and may be suspended or withdrawn by us at any time, without cause and without notice.
2.2 You may use the Model only to inform your own internal assessment of an Opportunity. You must not use the Model or any Confidential Information to design, develop, price, negotiate, promote, or pursue any similar or competing arrangement independently of EnergySignal, or for the benefit of any third party.
2.3 You must keep any access link, credential, or one-time code confidential and must not share it. You are responsible for all use of a Model accessed through your name or email address.
2.4 You must not copy, download, scrape, reproduce, republish, adapt, reverse engineer, or attempt to reconstruct the Model or any part of it, except for a single copy of a figure or screen retained for your own internal records.
2.5 Access is granted to you as a named individual, against the name and email address held by EnergySignal. Access events, including the identity used and the date and time of access and acceptance, may be logged, and you agree that such logs may be relied on as evidence of access and of acceptance of these Terms.
2.6 You represent and warrant that neither you nor, where you accept on behalf of an organisation, that organisation or its beneficial owners is subject to, or owned or controlled by any person subject to, sanctions administered by the European Union, the United Nations, the United States, or the United Kingdom, and that your access to the Model and your participation in any Opportunity comply with all applicable laws, including anti-corruption, anti-money-laundering, export-control, and sanctions laws.
3.1 You must keep all Confidential Information strictly confidential and must not disclose it to any third party without our prior written consent.
3.2 You may disclose Confidential Information only to those of your officers, employees, or professional advisers who need to know it for the permitted purpose, provided they are bound by obligations of confidentiality no less protective than these Terms. You remain responsible for their compliance.
3.3 You must not use Confidential Information for any purpose other than the evaluation of an Opportunity with EnergySignal.
3.4 These confidentiality obligations do not apply to information that is or becomes public through no fault of yours, that you already lawfully held without a duty of confidence, that you can demonstrate was independently developed without use of or reference to Confidential Information, or that you are required to disclose by law or by a competent authority, provided that, where lawful, you notify us promptly and in advance so that we may seek protective measures.
3.5 These confidentiality obligations survive for five (5) years from the date of disclosure, and survive any withdrawal of access or termination of discussions.
3.6 Information that you submit through a Model, including answers, notes, and messages, will be treated by EnergySignal as confidential, will be used only in connection with the evaluation and structuring of an Opportunity, and will be shared with a prospective counterparty only to the extent reasonably required for that purpose.
4.1 The Model is provided for information and shared exploration only. Every figure, rate, scenario, and output in it is illustrative and based on adjustable assumptions. It is not a representation, warranty, forecast, or guarantee of any outcome.
4.2 The Model does not constitute an offer, an invitation to treat, a commitment, or a binding proposal of any kind, and no contract arises from your use of it. For the avoidance of doubt, nothing in the Model constitutes an offer, solicitation, or recommendation of securities or of any other regulated investment or financial product in any jurisdiction. Any transaction will be governed solely by separate, signed definitive agreements.
4.3 The Model does not constitute legal, financial, tax, accounting, regulatory, engineering, or investment advice. You must obtain your own independent advice and carry out your own verification before acting on anything in it. Regulated components, fees, and behind-the-meter treatment in particular require verification for each specific site and connection.
4.4 To the fullest extent permitted by law, EnergySignal accepts no liability for any loss or damage arising from any use of, or reliance on, the Model or its contents.
4.5 The Model is provided as is and as available, without warranty of any kind, express or implied, including as to accuracy, completeness, or fitness for any purpose. We may correct, update, restrict, or withdraw the Model, in whole or in part, at any time and without notice.
4.6 Nothing in these Terms, and nothing in any discussion or exchange between the parties, obliges either party to proceed with, negotiate, or conclude any transaction. EnergySignal remains free to identify, develop, and pursue any opportunity with any party, and owes you no exclusivity, no obligation to present any opportunity, and no obligation to keep any Model available.
4.7 To the extent any liability of EnergySignal nonetheless arises despite this section 4, the total aggregate liability of EnergySignal in connection with the Model and these Terms is limited to CZK 10,000. Nothing in these Terms excludes or limits any liability that cannot be excluded or limited under applicable law, including liability for damage caused intentionally or by gross negligence.
5.1 The Model and all Intellectual Property in it, including its structure, methodology, calculations, presentation, and branding, are and remain the exclusive property of EnergySignal or its licensors. Nothing in these Terms transfers any Intellectual Property to you.
5.2 Access to a Model grants you no licence except a limited, personal, revocable, non-exclusive right to view and interact with it for the permitted purpose. All other rights are reserved.
5.3 You must not remove, obscure, or alter any name, mark, notice, or attribution appearing in the Model, and must not use the EnergySignal name or marks without our prior written consent.
5.4 If you provide us with any comment, suggestion, or feedback on a Model, we may use it to improve our models and services without restriction and without obligation to you. This does not affect section 3.6, which governs the substantive information you submit about a site or an Opportunity.
6.1 You acknowledge that EnergySignal’s role is to originate and structure Opportunities, and that the identity of Introduced Parties and the structure of Opportunities have commercial value to us.
6.2 For the period during which we are in discussions in relation to an Opportunity and for twenty-four (24) months after the later of (a) your last access to a Model relating to that Opportunity, as recorded under clause 2.5, and (b) the last written communication between the parties concerning that Opportunity, you must not, directly or indirectly, and whether alone or with or through any other person, pursue, negotiate, structure, conclude, or facilitate any transaction relating to that Opportunity, or any transaction with an Introduced Party in connection with an Opportunity, in a manner that bypasses EnergySignal or avoids our involvement or compensation.
6.3 You must not approach, solicit, or deal with an Introduced Party in connection with an Opportunity except through or with the knowledge and agreement of EnergySignal.
6.4 If you breach this section 6, you must pay EnergySignal a contractual penalty (smluvní pokuta) equal to the greater of (a) CZK 1,000,000 (one million Czech crowns) and (b) [●] % of the Transaction Value of each transaction concluded or facilitated in breach of this section. The parties agree that this amount reflects the commercial value of EnergySignal’s origination and structuring role and the difficulty of quantifying EnergySignal’s loss in advance, and consider it proportionate. Payment of the penalty does not release you from your obligations under this section 6 and does not affect EnergySignal’s right to claim damages exceeding the penalty. You further acknowledge that damages alone may be an inadequate remedy for a breach of this section and that EnergySignal may seek injunctive or other interim relief in addition to any other remedy.
6.5 This section 6 does not prevent (a) transactions with an Introduced Party that are wholly unrelated to any Opportunity, or (b) the continuation of a relationship with an Introduced Party that you can demonstrate, by written records predating EnergySignal’s introduction, existed before that introduction, provided in each case that no Confidential Information is used. The exception in (b) applies only if you notify us in writing within ten (10) business days of the introduction, identifying the Introduced Party and the pre-existing relationship; the burden of demonstrating that relationship by written records rests with you, and if no such notice is given the exception in (b) is not available.
6.6 If, during the period described in clause 6.2, you enter into, or begin negotiating, any transaction with an Introduced Party in connection with an Opportunity, you must notify EnergySignal in writing within ten (10) business days, giving reasonable detail of the parties and the nature of the transaction. This obligation survives any withdrawal of access and any termination of discussions.
6.7 The restrictions and obligations in this section 6 apply equally to your Affiliates and to any entity or vehicle formed or used by you or an Affiliate of yours to pursue an Opportunity, and any act or omission of such an Affiliate, entity, or vehicle is treated for the purposes of this section 6 as your own.
7.1 We process the name and email address you provide, and the access logs described in clause 2.5, in order to authenticate and log your access, to communicate with you about the Opportunity, and to keep a record of acceptance of these Terms. We process this data on the basis of the performance of a contract and our legitimate interests in controlling access to our materials, in pursuing the Opportunity, and in establishing, exercising, and defending legal claims, in accordance with applicable data protection law. Further detail on how we handle personal data is set out in our Privacy Policy, available at energysignal.io/privacy.
7.2 We retain this data for as long as necessary for those purposes and for the duration of the obligations in these Terms. We do not sell it. You may contact us at info@energysignal.io in relation to your data.
7.3 You have the rights provided by applicable data protection law, including the rights to request access to, rectification or erasure of, or restriction of the processing of, your personal data, to object to processing carried out on the basis of our legitimate interests, and to lodge a complaint with the Czech Data Protection Authority (Úřad pro ochranu osobních údajů) or another competent supervisory authority.
8.1 These Terms take effect when you accept them and continue for as long as you have access to any Model and thereafter in respect of any provision expressed to survive.
8.2 We may suspend or withdraw your access to any Model at any time. Sections 2.5 (Access records), 3 (Confidentiality), 4 (No Reliance), 5 (Intellectual Property), 6 (Non-Circumvention), 7 (Personal Data), 9 (General), and 10 (Governing Law) survive any withdrawal of access or termination of discussions.
9.1 These Terms, together with any separate written agreement between the parties, constitute the entire agreement in relation to access to the Model and supersede any prior understanding on that subject. If there is a conflict between these Terms and a separate signed agreement between the parties, the signed agreement prevails.
9.2 No failure or delay in exercising any right is a waiver of it. If any provision is found unenforceable, the remaining provisions continue in full force, and the unenforceable provision is to be modified to the minimum extent necessary to make it enforceable.
9.3 We may update these Terms from time to time. The version in force for a given access is the version presented to you at the point of that access. We may assign or transfer our rights under these Terms; you may not do so without our prior written consent.
9.4 These Terms do not create any partnership, joint venture, agency, or employment relationship between the parties.
10.1 These Terms and any dispute or claim arising out of or in connection with them, including any non-contractual dispute or claim, are governed by and construed in accordance with the laws of the Czech Republic.
10.2 The courts of the Czech Republic have exclusive jurisdiction to settle any such dispute or claim, and the parties agree on the local jurisdiction of the competent courts in Prague.
10.3 Notwithstanding section 10.2, EnergySignal may seek interim or injunctive relief in respect of a breach or threatened breach of sections 3, 5, or 6 in any court of competent jurisdiction.
Language. English is the working language of EnergySignal and the governing language of these Terms. Any translation is provided for convenience only and may contain errors; in case of any discrepancy, the English version prevails.
Acceptance. By entering your name and email address and ticking the acceptance box, you confirm that you have read, understood, and agree to be bound by these Terms, and you consent to your acceptance being recorded together with the date, time, and email address used.
ENERGY / SIGNAL energysignal.io · info@energysignal.io
Version 1.3 · 21 Jul 2026