Terms of Service

1. About these Terms

These Terms of Service ("Terms") are a legal agreement between Phy Energy ("Phy", "we", "us", "our") and the person or entity that accesses or uses the Phy platform ("you"). They govern access to and use of our websites, web and mobile applications, dashboards, application programming interfaces ("API"), and related services (together, the "Platform").

Phy provides a platform-as-a-service that supports two connected areas of functionality:

• Utility Management — metering, validation, tariffing, billing runs, invoicing, allocation, payments, reconciliation, accounting synchronisation, and reporting for electricity, water, gas, HVAC, solar, genset, and similar utilities.
• EV Charger Management— configuration, monitoring, session management, tariffing, and payment collection for electric vehicle charging stations ("Phy Charge").

By creating an account, accessing the Platform, calling the API, or starting a charging session, you agree to these Terms. If you do not agree, you must not use the Platform.

2. Who these Terms apply to

The Platform is used by two broad groups:

• Business customers("Organisations") — utility managers, landlords, property managers, body corporates, site owners, charge point operators, and partner companies that subscribe to the Platform or integrate with the API to manage utilities, charging, billing, and payments for their own customers, tenants, or sites.
• Individual end users("End Users") — residents, tenants, occupants, and EV drivers who receive utility bills, make payments, top up prepaid wallets, or use charging stations through the Platform.

Where you accept these Terms on behalf of an Organisation, you confirm that you are authorised to bind that Organisation, and "you" refers to that Organisation. Additional written agreements (for example an order form, master services agreement, API partner agreement, or data processing agreement) may apply to Organisations and, where they conflict with these Terms, those agreements take precedence.

3. Roles of the parties

Phy provides the software, calculation engines, and infrastructure that Organisations use to run their own utility and charging operations. Except where Phy is expressly stated to be acting in another capacity (for example as a disclosed collection agent for payments, as described in Section 7):

• the Organisation is responsible for its relationship with its own customers, tenants, and End Users, including the underlying supply of utilities or charging, the lawfulness of its tariffs and charges, and the accuracy of the data it configures;
• Phy is a technology provider and does not itself supply electricity, water, gas, or other utilities, does not own or operate the metered premises or charging hardware unless separately agreed, and is not the biller of record or utility of record for End Users;
• for personal information processed through the Platform about End Users, the Organisation is the responsible party / controller and Phy acts as its operator / processor, as further described in our Privacy Policy and any applicable data processing agreement.

4. Accounts, access, and security

• You must provide accurate registration information and keep it up to date. Accounts are for the named user or Organisation and may not be shared except through the Platform's own team-member and role features.
• You are responsible for all activity under your account and API credentials, for keeping passwords, API keys, and tokens confidential, and for enforcing appropriate access controls and multi-factor authentication for your users.
• You must notify us promptly at info@phy.energy of any suspected unauthorised access or security incident affecting your account.
• We may suspend or restrict access where we reasonably believe it is necessary to protect the Platform, other customers, End Users, or third parties, or to comply with law.

5. Organisation responsibilities

If you use the Platform as an Organisation, you are responsible for:

• the accuracy and completeness of the data you enter or import, including property and site hierarchies, occupancy records, meters and multipliers, tariffs, escalation rules, allocation and split rules, and opening balances;
• holding all rights, consents, licences, and lawful bases needed to meter premises, to bill and charge your customers and End Users, to redistribute or recover shared utility costs, and to share End User personal information with Phy for processing;
• complying with all laws and regulations that apply to your activities, including utility supply, metering, sub-metering, rental housing, consumer protection, tax and VAT, and electric vehicle charging rules in your jurisdiction;
• reviewing billing runs, charge runs, validation states, and billing errors before releasing invoices, and for the final decision to issue, adjust, credit, or withdraw any invoice or charge;
• setting your own tariffs, fees, wallet rules, disconnection and relay-switching policies, and refund policies, and for communicating these to your End Users;
• responding to your End Users' billing queries, disputes, complaints, and data subject requests.

6. End User terms (utilities and charging)

If you are an End User, you access the Platform to view utility charges, make payments, top up or draw down prepaid wallets, and use charging stations that an Organisation has made available to you. In that case:

• your underlying relationship for the supply of utilities or charging, including the applicable tariffs and terms of supply, is with the relevant Organisation (for example your landlord, property manager, or charge point operator), not with Phy;
• charges are calculated from metered or device-reported consumption and the tariffs and rules configured by the Organisation; readings and session data may be estimated, adjusted, or corrected in line with the Organisation's processes and applicable metering rules;
• when you start a charging session or confirm a payment or wallet top-up, you authorise the resulting charge to your chosen payment method through our payment provider;
• electricity, water, and other utilities actually delivered, and completed charging sessions, are generally non-refundable, but if you believe you have been charged in error you should raise it with the Organisation, or contact us at info@phy.energy and we will route your query appropriately;
• for EV charging, the standalone EV Charging Terms & Conditions also apply to your session and, in the event of a conflict for that session, take precedence over these Terms.

7. Fees, payments, and remittance

7.1 Platform fees

Organisations pay subscription fees, usage-based fees, and platform fees for use of the Platform and API as set out in the applicable order form, pricing page, or partner agreement. Unless stated otherwise, fees are exclusive of VAT and other taxes, are payable in advance, and are non-refundable except where required by law. We may change fees on renewal or on prior notice.

7.2 Collection and remittance of End User payments

End User payments (utility payments, invoice settlements, prepaid wallet top-ups, and charging session payments) are processed through Phy's platform-wide payment gateway account. Phy collects these amounts as a disclosed agent on behalf of the relevant Organisation, and then remits the collected funds to that Organisation, retaining a per-organisation commission together with the payment gateway's processing fee. This is not a bring-your-own-gateway arrangement. The Organisation remains the principal in respect of the underlying supply and is responsible for issuing valid tax invoices and accounting for VAT on its charges to End Users.

7.3 Prepaid wallets and vending

Where prepaid functionality is enabled, wallet balances represent value held for future utility consumption for the relevant meter or account, are drawn down as energy or utilities are consumed, and may trigger automated relay switching (for example disconnection at zero balance and reconnection on top-up) in line with the Organisation's configuration and applicable law. Wallet balances are not a bank deposit, earn no interest, and are subject to the Organisation's refund and transfer rules.

7.4 Taxes

Each party is responsible for its own taxes. Where Phy is required to collect tax on its own fees or commission, it will do so in addition to those amounts.

8. Billing accuracy and metering disclaimers

• The Platform produces calculations from the data, telemetry, tariffs, and rules provided to it. It does not independently verify the physical accuracy of meters, sensors, or charging hardware, or the correctness of Organisation-configured tariffs and allocation rules.
• Readings may be missing, delayed, estimated, or later corrected. Charge runs and allocations are immutable once invoiced; corrections are made by generating new runs, and historical financial records are retained.
• We do not warrant uninterrupted metering, data ingestion, session availability, connector compatibility, or charging speed, all of which depend on hardware, connectivity, grid conditions, third-party networks, and vehicle-side factors outside our reasonable control.
• Reporting, analytics, carbon, and ESG outputs are provided for information only and must not be relied on as the sole basis for regulatory, financial, or statutory reporting.

9. API and partner integrations

• API access is subject to these Terms, any partner or integration agreement, and our technical documentation, including authentication, versioning, rate limits, and fair-use requirements.
• You must keep API credentials secure, use the API only for the permitted integration, and not use it to build a product that replicates or competes with the Platform, or to on-sell Platform access beyond the scope agreed with us.
• You are responsible for your end customers' use of any product you build on the API, including providing them with your own terms and privacy notices and an appropriate lawful basis for the data you send to us.
• We may change, deprecate, or rate-limit API endpoints on reasonable notice, and may throttle or suspend access that threatens Platform stability or security.

10. Acceptable use

You must not, and must not permit any user or End User to:

• use the Platform unlawfully, fraudulently, or to bill or charge anyone without a lawful basis;
• upload malware, attempt to gain unauthorised access, probe or scan the Platform, or circumvent access controls, tenant isolation, rate limits, or usage metering;
• access or attempt to access data belonging to another Organisation or End User;
• reverse engineer, decompile, or copy the Platform except to the extent this restriction is prohibited by law;
• interfere with the integrity or performance of the Platform, or use it to send unsolicited communications.

11. Intellectual property

Phy and its licensors own all rights in the Platform, including its software, calculation engines, models, documentation, and branding. We grant you a non-exclusive, non-transferable, revocable right to access and use the Platform during your subscription for your internal business purposes (for Organisations) or personal use (for End Users). You retain all rights in the data you submit ("Customer Data"), and you grant us a licence to host, process, and transmit Customer Data to provide and improve the Platform, to generate aggregated and de-identified analytics, and to comply with law. Feedback you give us may be used without restriction.

12. Third-party services

The Platform integrates with third-party services, including payment processing and accounting synchronisation (for example Xero). Your use of those services is governed by their own terms, and enabling an integration authorises the exchange of relevant data with that provider. We are not responsible for third-party services or for changes they make to their functionality or terms.

13. Availability and support

We aim to keep the Platform available and to provide support through our published channels, but the Platform is provided on an "as available" basis. Any service levels, uptime commitments, or support response times only apply where expressly set out in a written agreement with an Organisation. We may perform maintenance and will use reasonable efforts to give advance notice of planned downtime.

14. Suspension and termination

• Either party may terminate a subscription as set out in the applicable order form or, if none, on 30 days' written notice. End Users may stop using the Platform at any time.
• We may suspend or terminate access immediately for material or repeated breach of these Terms, non-payment, risk to the Platform or others, or where required by law.
• On termination, your right to access the Platform ends. For a limited period after termination we will make Customer Data available for export; after that period we may delete it, subject to records we are required to retain, including immutable financial and audit records, in line with our Privacy Policy and applicable law.
• Termination does not relieve you of amounts already due, including for utilities consumed or sessions completed.

15. Disclaimers

To the maximum extent permitted by law, the Platform is provided "as is" and "as available", and we disclaim all warranties, whether express or implied, including merchantability, fitness for a particular purpose, non-infringement, and any warranty that the Platform will be uninterrupted, error-free, or that calculations, estimates, or outputs will be accurate or complete.

16. Limitation of liability

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, or consequential loss, or for loss of profit, revenue, data, goodwill, or anticipated savings. Phy is not liable for loss arising from meter or hardware faults, grid or utility outages, third-party networks or payment processors, inaccurate data or tariffs supplied by an Organisation, or an Organisation's decisions about billing, charging, relay switching, or disconnection.

Except for liability that cannot be limited by law (including liability for death or personal injury caused by negligence, or for fraud), each party's total aggregate liability arising out of or related to the Platform is limited to the fees paid or payable by the relevant Organisation to Phy for the Platform in the twelve months before the event giving rise to the claim, or, for an End User with no such fees, to ZAR 5,000.

17. Indemnity

Organisations will defend and indemnify Phy against third-party claims, losses, and costs arising from the Organisation's Customer Data, its tariffs, charges, and billing decisions, its breach of these Terms, or its failure to hold the rights, consents, or lawful bases required for its use of the Platform.

18. Confidentiality

Each party will protect the other's non-public information disclosed in connection with the Platform, use it only to perform under these Terms, and disclose it only to those who need it and are bound by similar obligations, except where disclosure is required by law.

19. Changes to these Terms

We may update these Terms from time to time. If we make material changes we will give reasonable notice, for example by email or an in-Platform notice. Changes take effect on the date stated, and continued use of the Platform after that date means you accept the updated Terms. For a specific charging session or payment, the version of the Terms in effect at the time of that session or payment applies.

20. Governing law and disputes

These Terms are governed by the laws of the Republic of South Africa, and the courts of South Africa have exclusive jurisdiction, without prejudice to any mandatory consumer protections available to you in your place of residence. The parties will first attempt to resolve any dispute in good faith through their designated contacts before commencing proceedings.

21. General

These Terms, together with any order form, partner agreement, data processing agreement, and the policies referenced here, are the entire agreement between the parties on this subject. If any provision is unenforceable, the rest remains in effect. Neither party may assign these Terms without the other's consent, except Phy may assign to an affiliate or in connection with a merger, acquisition, or sale of assets. A failure to enforce a provision is not a waiver.

22. Contact

Phy Energy — info@phy.energy. You can also reach us through our contact page.