Terms of Service

Last Updated: 6th November, 2025

These terms and scope of services comprise the Agreement between You and Diagno Energy Pty Ltd (Diagno, We or Us).

Definitions and Interpretation

Definitions

In this document:

  1. Activation means onboarding site information into Diagno and connecting the data stream from the device to Diagno
  2. API means Application Programming Interface, a data endpoint that provides access to the data.
  3. Fee has the meaning given to it in clause 19.
  4. FTP means File Transfer Protocol.
  5. Intellectual Property Rights means any design, trademark or name, copyright or other protected right created in the provision of Services.
  6. Notice means a notice in accordance with clause 27.
  7. Scope of Services means the Scope of Services set out in these terms.
  8. Services means the provision of services by Us to You as set out in the Scope of Service
  9. Situation means:
    • A third-party data provider fails or is non-responsive;
    • A third-party data provider changes their terms of service;
    • A third-party hardware fails or otherwise is non-responsive;
    • You have provided us with incorrect information;
    • Any third-party hardware loss of connectivity to the internet regardless of the nature of the issue (e.g., connection loss due to poor reception, issues with internet provider, data plan suspended/terminated);
    • You change/terminate Our access to your OEM monitoring;
      You change login credentials to Your OEM Monitoring, or perform any action that prevents us from accessing data from the third-party monitoring device; or
    • Any other circumstance that impacts accurate reading of the data.
  10. Terms mean these terms subject to any amendments expressly made by Us.
  11. You means the individual, business, partnership or company addressed in the Agreement

Interpretation

Unless context requires otherwise:

  1. A reference to this Agreement or another instrument includes any variation or replacement of either of them;
  2. The singular includes the plural and vice versa;
  3. A reference to a person includes a reference to the person’s executors, administrators, successors, substitutes (including persons taking by novation) and assigns;
  4. If a period of time is specified and dates from a given day or the day of an actual event, it is to be calculated exclusively of that day;
  5. All references to currency are references to Australian dollars unless the context requires otherwise;
  6. Where an expression is defined, any part of speech or grammatical form of that expression has a corresponding meaning; and
  7. Headings are for reference only and do not affect this contract.

Services

We agree to provide the Services to You subject to these Terms. These Terms apply in respect of all letters, quotations, and other commercial transactions for the supply of Services by Us to You.

Scope of Services

The Diagno Scope of Services are described at https://diagno.energy and are subject to change at any time.

Connecting our Services

  1. We will connect our Services within reasonable timeframes but make no guarantee that We will connect Our Services within any specific time.
  2. We may need to install materials and meters at your premises to provide our Services. You may need to pay for additional services and equipment needed to support the Services. You indemnify Us against any liability we incur, any loss or damage We suffer and any costs We incur relating to or arising out of the removal or tampering of the installed materials and meters.
  3. If We need to carry out work at a premises to provide You with the Services, You may nominate Your own electrician, in which case You acknowledge and agree that:
    1. The electrician will on Your behalf:
      1. be present at the location and at time agreed with Us to connect your Services;
      2. make any decisions necessary to connect our Services (including the locations of wiring and meters);
      3. accept all charges for the work undertaken by Us at the premises.
  4. Alternatively, We may nominate Our own electrician to conduct the work and terms under this clause will apply.
  5. If You wish to integrate an existing:
    1. monitoring/data gateway solution,
    2. metering solution, or
    3. inverter solution,

We may request that You provide Us with the relevant login credentials to enable Diagno via the manufacturers API, FTP or otherwise.

Using our Services

  1. We aim to provide, but do not promise, continuous or fault-free Services. There may be instances where Situations arise preventing You from accessing your Services. You cannot make a claim against Us where a Situation affects the Services.
  2. You must maintain and repair Your equipment. If your equipment causes a fault in your Service, We may charge You a call-out fee and Our reasonable charges for rectifying the fault.
  3. Our Services are only to be used for the purposes set out in the Scope of Services. You must only allow the Services to be used for those specific purposes.
  4. You are responsible for and must pay for our Services, despite the results received.
  5. You must not use our Services to commit an offence or allow anybody else to do so.

Activation Fee

Each device onboarded onto the Diagno platform is subject to a one-time activation fee. This fee is payable upon onboarding a new device to the platform. In the event that any device within a customer’s portfolio is updated, replaced, or otherwise modified, this will be treated as a new device, and a new activation fee will apply. Additionally, if the data stream from any device is interrupted, resulting in the need for reconfiguration, re-onboarding, or re-establishing a previously existing data stream, this will also incur a new activation fee.

Scope of Activation

The activation fee solely covers the process of onboarding a device onto the Diagno platform and does not in any way guarantee the continuous availability, performance, or functionality of the Diagno service. Diagno reserves the right to suspend or terminate the platform’s services at any time, for any reason, without liability, and without any entitlement to further service or refund for users.

Third-Party Changes

In the event of any changes in third-party fees, API structures, server costs, or other costs associated with maintaining the Diagno platform, Diagno reserves the right to modify, suspend, or terminate the user’s access to the data from affected devices without notice or liability. Diagno will not be responsible for any costs incurred due to these changes or for any interruptions or limitations caused by such third-party alterations.

Data Retention and License

Once a customer provides data access to Diagno, whether through device data, meta-data, or any other form of information (“Customer Data”), the customer grants Diagno a perpetual, irrevocable, non-exclusive, worldwide, royalty-free license to store, use, analyse, and otherwise process the Customer Data. This license includes, but is not limited to, the right to use de-identified and aggregated Customer Data for any purpose, including for the development and improvement of Diagno’s services, research, analytics, training machine learning models, and for any commercial or non-commercial purposes at Diagno’s sole discretion.

De-Identification and Meta-Data

Diagno reserves the right to use, reproduce, modify, and create derivative works from de-identified versions of Customer Data and meta-data. All personal identifiers will be removed in compliance with relevant privacy laws, ensuring that the data cannot reasonably be associated with an identifiable individual. Diagno is not obligated to delete, purge, or destroy any Customer Data once provided, as such data becomes integrated into Diagno’s broader data sets, models, and training environments.

Data Security and Compliance

Diagno is committed to securing Customer Data in accordance with internationally accepted standards and guidelines, including but not limited to those outlined by ISO/IEC 27001, ISO27017, ISO27701, ISO27018, General Data Protection Regulation (GDPR), and other relevant frameworks. While Diagno will take all reasonable steps to safeguard data from unauthorized access, breach, or loss, Diagno does not warrant or guarantee the security of any information transmitted through the platform.

Data Liability Limitation and Indemnification

Diagno reserves the right to use, reproduce, modify, and create derivative works from de-identified versions of Customer Data and meta-data. All personal identifiers will be removed in compliance with relevant privacy laws, ensuring that the data cannot reasonably be associated with an identifiable individual. Diagno is not obligated to delete, purge, or destroy any Customer Data once provided, as such data becomes integrated into Diagno’s broader data sets, models, and training environments.

Data Sovereignty and Jurisdiction

Customer Data may be stored and processed in jurisdictions outside of the customer’s home country, including but not limited to countries with differing data protection laws. By using the platform, you consent to such data transfers and storage practices.

Term

The Services will commence on the date that You accept our Fee and will continue for the period specified in the Letter.

Fee

  1. You will pay to Us the amount agreed to in writing plus all taxes by Us in respect of the Services (Fee).
  2. We may, at any time before commencing the Services, provide You with a notice to increase the Fee to reflect any increase to the cost to Us due to a factor beyond Our control, any delay caused by You, or any variation to the Services.

Payment

  1. We will collectively nominate the billing frequency with a quote based on the selected service.
  2. We will include all Fees relating to a Service period but there may be some instances where Fees may include charges from previous Service periods.
  3. Where You have provided details of a debit or credit card for payment to Us, You agree and authorise Us to charge or make deductions from the debit or credit card to satisfy the Fee without notice to You.
  4. We may charge an additional 1.75% to You where You have provided details of a debit or credit card for payment to Us.
  5. We will be entitled to charge You interest calculated at 10% per annum, on the balance of all overdue accounts and invoices from the date of due payment until the date of actual payment.

Completion and Delays

  1. Any time or date named and accepted by Us for completion, delivery, or arrival of the Services is an estimate only.
  2. If You become aware of any matters that are likely to result in a delay to the Services, You must notify Us of the nature and estimated impact of the delay.
  3. You will pay for Our extra fees necessarily incurred for any delay or extension.

No Warranty

  1. We will not be liable in any circumstances for any loss or alleged damage incurred and arising out of any
    1. failure to follow Our recommended instructions for the installed components;
    2. conditions, warranties and terms implied by statute or general law or custom except any implied condition or warranty the exclusion of which would contravene any statute or cause this clause to be void; and
    3. alleged liability to you in contract or consequential or indirect loss arising out of or in connection with the provision of the Services or the Letter, including without limitation, lost profits and damages suffered because of claims by a third party.
  2. We will use best efforts to ensure the Services are completed by the due date. We do not guarantee delivery on that date and will not be liable for any damages, loss, costs or charges incurred by You due to late delivery ensuring from any circumstances whatsoever.

No Liability for Third Parties

  1. You acknowledge and agree that We are not liable for:
    1. any damage to the provision of Services by a third party, including a third party engaged by Us; and components;
    2. any defects attributable to the change of our Services by third parties.

Liability and Indemnity

  1. We will not be liable to You or any other party in contract, tort, warranty liability for any direct, indirect, consequential, incidental, damages, or for any claim for loss of profits arising out of the Services. Under no circumstances shall Diagno be liable for any loss including but not limited to loss of data, device failure, service interruptions, or lost profits arising from your use or inability to use the Diagno platform, even if Diagno has been advised of the possibility of such damages. Diagno’s total liability in connection with any claim arising out of or relating to the platform shall not exceed the activation fees paid in connection with the specific device at issue.
  2. By using the Diagno platform, you agree to indemnify, defend, and hold harmless Diagno, its affiliates, officers, employees, and agents from and against any and all claims, damages, liabilities, losses, or expenses (including legal fees) arising out of or related to your use of the platform and Our Services, including but not limited to device malfunctions, data interruptions, or any changes to third-party services.

Variations

  1. Any variation to the Services or Letter must be agreed to in writing between Us and You, confirming:
    1. the scope of the variation;
    2. the amount that You are to pay Us for the variation; and
    3. any change to the Fee because of the variation.

Cancellation

If You request to cancel the Services under the Letter before the expiration of the Term, you must make a request in writing to Us (Cancellation Request). We may, in our sole discretion, accept or reject the Cancellation Request.

  1. If We agree to the Cancellation Request:
    1. You will pay Us for all Services provided by us to date, up to and including the date of cancellation; and
    2. We may retain any sum of money paid by you and apply this in reduction of any sum of money owed or owing by You to Us under this clause.
  2. We reserve the right to terminate or suspend your access to the platform, in whole or in part, at any time, without notice and without liability, if we determine, in our sole discretion, that you have violated these terms or that termination or suspension is necessary to comply with applicable laws or to protect the integrity of the platform.

Notices

A notice will be deemed validly served if it is sent and received by email.

Intellectual Property

  1. All Intellectual Property Rights are owned by Us and will remain with Us even in the event of termination of this Agreement for any reason.
  2. You will allow Us to use all Intellectual Property Rights to advertise our business at the completion of the Services.

Insolvency

If We become insolvent, any money paid to Us by You is non-refundable.

GST

Where applicable, GST is payable on our Fee and will be clearly shown on Our tax invoices. By accepting these Terms, You agree to pay us an amount equivalent to the GST imposed on these charges.

Counterpart

Our Terms may be executed in any number of counterparts, where all counterparts taken together constitute one agreement.

Changing our Terms

We may change Our Terms unilaterally.

Governing Law

The governing law of this Agreement is the law of New South Wales.