These Terms of Service ("Terms") are an agreement between 1333701 BC Ltd., a British Columbia company doing business as Retrolux ("Retrolux", "we", "us" or "our"), and the organization that accepts an order, quote or statement of work, accepts these Terms at checkout, or uses the Service ("Customer" or "you"). They govern the Retrolux web application at app.retrolux.com, the Retrolux mobile apps, our APIs and related support (the "Service"), and your use of www.retrolux.com (the "Site").

You accept these Terms by accepting an order, quote or statement of work that references them, by accepting them at checkout (for example, by selecting the terms checkbox), by accepting them in the Service, or by using the Service. Where acceptance happens at checkout, we record the version accepted, the date and the account used. If you accept on behalf of an organization, you confirm that you have authority to bind it. The Service is for business use only and is not offered to consumers. If you only visit the Site, Section 19 tells you which parts of these Terms apply to you.

Existing customers. The Retrolux business, including its customer subscriptions and the data associated with them, has moved from Retrolux, Inc. to 1333701 BC Ltd., doing business as Retrolux. If you subscribed before this version was published, the terms you accepted continue to apply until the earlier of the date you accept a new or renewed subscription through checkout, or December 1, 2026, when these Terms replace them. Your existing licensed configuration, price and billing cadence continue without interruption unless we agree to a change in writing.

1. Definitions

Order Details: the subscription plan, price, billing cadence, start date, Subscription Term, licensed configuration and any usage limits, and any other commercial terms shown on the applicable checkout page, renewal notice, invoice or other written confirmation accepted by Customer, or set out in an order, quote or statement of work signed by both parties. A subscription that began before these Terms is treated as having Order Details on its existing plan, price, billing cadence and licensed configuration. Where the DPA refers to an Order Form, it means the Order Details.
Authorized User: an employee or contractor of Customer or its Affiliates whom Customer allows to use the Service under Customer's account.
Affiliate: an entity that controls, is controlled by or is under common control with a party.
Customer Data: data and files that Customer or its Authorized Users submit to the Service, such as audits, projects, site addresses, contacts, photos, documents, financing applications and proposals.
Documentation: the then-current user guides and help articles we make available for the Service. Documentation explains how to use the Service; it does not add committed functionality beyond what the Order Details and Section 13 describe.
Usage Data: technical and usage information that the Service generates about how it is used and how it performs.
Subscription Term: the subscription period in the Order Details, including renewals, and any minimum commitment stated there even if Fees are billed monthly.

2. How these documents fit together

The agreement between us consists of the Order Details, these Terms, the Data Processing Agreement ("DPA") and the Documentation. If they conflict, the Order Details control, then the DPA for anything about personal data, then these Terms, then the Documentation. The Documentation is incorporated as use instructions, not as a separate specification of committed functionality. Purchase orders and other terms that you issue have no effect, even if we accept or pay against them.

3. Access to the Service

During the Subscription Term, and subject to these Terms and payment of Fees, we grant Customer a non-exclusive, non-transferable right for its Authorized Users to access and use the Service for Customer's internal business purposes. Each mobile app is licensed, not sold, for use with the Service. Usage limits, such as Authorized User counts, are set out in the Order Details.

Existing subscriptions. If Customer's subscription began before these Terms, its licensed configuration, price and billing cadence continue when the business and the subscription move to 1333701 BC Ltd., unless the parties agree to a change in writing. A new or renewed subscription accepted at checkout continues the existing licensed configuration unless the Order Details say otherwise.

Each login is for one named person and may not be shared. Customer is responsible for its Authorized Users' compliance with these Terms, for keeping credentials confidential and for activity under its account. Tell us promptly at support@retrolux.com if you suspect unauthorized access.

4. Acceptable use

Customer will not, and will not allow anyone else to:

Sell, resell, sublicense, rent or otherwise make the Service available to anyone other than Authorized Users, or use it to provide a service bureau or competing product.
Reverse engineer, decompile or attempt to discover the source code of the Service, except to the extent applicable law expressly permits it despite this restriction.
Circumvent usage limits, access controls, Cloudflare Turnstile or other security measures, or probe, scan or test the vulnerability of the Service without our written consent.
Scrape or bulk-extract the Service or the Site, or use them to build a database, except through features or APIs we provide for that purpose.
Upload malware, or content that is unlawful, infringing or that you do not have the right to share.
Use the Service in violation of applicable law, including privacy, anti-spam and export control laws.
Interfere with or overload the Service, or use it in a way that harms other customers.

5. Customer Data

Ownership. As between the parties, Customer owns Customer Data. Customer grants Retrolux a worldwide, non-exclusive, royalty-free licence to host, copy, process, transmit and display Customer Data only as needed to provide, secure, support and maintain the Service, to prevent abuse, and as otherwise described in the DPA or permitted by Customer.

Your responsibilities. Customer is responsible for the accuracy and legality of Customer Data and for having the rights, notices and consents needed to submit it, including personal information about Customer's own clients, building contacts and occupants. Submit business tax identifiers, bank account details and signatures only through the Service's financing features, which are designed for them. Do not submit health information, personal government identifiers such as social insurance or social security numbers, or payment card numbers. Card details for paying Retrolux belong only in our payment processor's forms.

No AI training. We do not use Customer Data to train or fine-tune artificial intelligence or machine learning models. We use only providers whose terms do not allow them to train models on Customer Data, and we opt out of any such use where a provider offers the choice. If we introduce AI features, they will follow this rule, and any new provider involved will be listed on our subprocessors page under the notice process in the DPA.

Aggregated data. We may collect Usage Data and create aggregated or de-identified data from use of the Service, for example industry benchmarks for energy savings or project costs. We may use that data to operate, improve and promote our products, as long as it does not identify Customer, any Authorized User or any other individual. We will not attempt to re-identify it.

6. Privacy and data protection

Our Privacy Policy explains how we handle personal information for which we decide the purposes, such as Authorized Users' account, usage and support information, billing contacts and marketing information. When we process personal information in Customer Data on Customer's behalf, the Data Processing Agreement applies and forms part of these Terms automatically. Customer can ask for a countersigned copy at support@retrolux.com. The providers we use are listed on our subprocessors page.

7. Security

We maintain administrative, technical and physical safeguards designed to protect Customer Data, as described in Annex 2 of the DPA. If we become aware of a security incident that affects Customer Data, we will notify Customer without undue delay and in any case within 72 hours, as described in the DPA.

8. Third-party services

The Service can connect to third-party products and data sources, such as utility incentive databases and financing partners. When Customer chooses to send data to a third party, for example by referring a project to a financing partner, that third party receives the data under its own terms and privacy policy. Retrolux is not responsible for third-party products, data sources or their availability. Rebate, incentive and financing information comes from third parties and may change without notice.

9. Fees, billing and taxes

Customer will pay the fees in the Order Details ("Fees"). Unless the Order Details say otherwise, Fees are stated and payable in US dollars and are invoiced in advance for each billing period in the Order Details, due when charged or on receipt of invoice. If the Order Details provide for an annual commitment billed monthly, the commitment covers the full Subscription Term and each monthly payment is an instalment of the annual Fees. Fees are non-cancellable and non-refundable except as these Terms expressly provide.

Stripe Managed Payments. We use Stripe, including Link, to process payments. For transactions processed through Stripe Managed Payments, Stripe acts as merchant of record. Stripe collects payment from the method Customer saves at checkout, calculates, collects and remits applicable indirect taxes, issues invoices and receipts, and handles transaction-level payment support, refunds and disputes. Customer authorizes Stripe to charge the saved payment method when each billing period begins, including on renewal, and to send any refund to that method. Stripe handles payment information under Stripe's privacy policy. We set the price and subscription terms and remain responsible to Customer for the Service under these Terms.

Where Stripe acts as merchant of record, it calculates, collects and remits applicable indirect taxes, such as sales, use, goods and services, harmonized and value-added taxes. Customer is responsible for any taxes not collected that way, other than taxes on Retrolux's income. If Customer disputes an invoice or charge in good faith, it must tell us within 30 days of the invoice date, and both parties will work promptly to resolve the dispute. Customer must still pay the undisputed amount.

Suspension for non-payment. If an undisputed amount is unpaid 15 days after the invoice date, we may suspend access to the Service after giving at least 10 days' written notice. We will restore access promptly once the overdue amount is paid. Suspension does not delete Customer Data.

10. Term, renewal and price changes

Each Subscription Term starts and ends on the dates in the Order Details. Unless the Order Details say otherwise, a Subscription Term renews automatically for successive periods equal to the expiring term, unless either party gives written notice of non-renewal at least 30 days before the current term ends. Email to support@retrolux.com is enough. Customer may also cancel through the billing portal or the subscription management tools that Stripe or Link provides; a cancellation made there before the renewal date prevents the next renewal without separate 30-day notice.

We may change the Fees for a renewal term by notifying Customer at least 30 days before the current term ends. The new Fees apply from the start of the renewal term. If Customer does not accept them, it may give notice of non-renewal at any time before the renewal date, even if the 30-day non-renewal deadline has passed.

11. Termination and suspension

Either party may terminate the Order Details if the other party materially breaches these Terms and does not cure the breach within 30 days of written notice, or if the other party becomes insolvent or enters bankruptcy, receivership or similar proceedings. If Customer terminates for our uncured breach, we will refund prepaid Fees for the remainder of the Subscription Term.

We may suspend access immediately and without prior notice if it is reasonably necessary to prevent harm to the Service, to other customers or to any person, or to comply with law. We will limit any suspension to what is necessary and tell Customer as soon as we can.

When the Subscription Term ends, Customer's right to use the Service ends, except to export Customer Data under Section 12, and Customer must pay any Fees that remain due. Sections 5, 7 (for as long as we hold Customer Data), 9 (for amounts owed), 12, 14 to 18, 20 and 22 survive.

12. Data export and deletion

For 30 days after the Subscription Term ends, Customer may export Customer Data using the Service's export features or by asking us at support@retrolux.com. Within 90 days after it ends, we will permanently delete Customer Data from our production systems. Copies in backups are overwritten on their normal rotation and remain protected by these Terms until then. We may keep information we are required to retain by law, such as billing records.

13. Support, availability and changes

We provide support by email and in-app chat during our normal business hours, Pacific Time. We work to keep the Service available but do not guarantee uninterrupted availability. Uptime commitments, service credits and extended support apply only if Order Details for an Enterprise plan include them. We try to schedule maintenance outside North American business hours.

We improve the Service continually and may change or remove features. We will not materially reduce the core functionality of the Service during a paid Subscription Term. Features labelled beta, preview or early access are optional, provided as-is and may change or end at any time.

14. Intellectual property and feedback

Retrolux and its licensors own the Service, the Site, the Documentation, Usage Data, and all related software, designs and intellectual property, including improvements. "Retrolux" and related logos are our trademarks. Except for the rights expressly granted in these Terms, no rights are transferred to Customer. If you give us suggestions or feedback, we may use them without restriction or obligation to you.

15. Confidentiality

Each party may receive non-public information from the other that is marked confidential or that a reasonable person would understand to be confidential ("Confidential Information"). Customer Data is Customer's Confidential Information, and pricing, non-public product information and security documentation are ours. The receiving party will use Confidential Information only to perform under these Terms, and will protect it with at least reasonable care. It will share it only with its employees, contractors and advisers who need to know it and are bound by obligations at least as protective. These obligations do not cover information that is or becomes public through no fault of the receiving party, that was lawfully known to it already, or that it develops independently. A party may disclose Confidential Information when the law requires it, after giving the other party reasonable notice where the law allows.

16. Warranties and disclaimers

Each party warrants that it has authority to enter into these Terms. We warrant that the Service will perform materially in accordance with the functionality of the plan identified in the Order Details, as described on the Site when Customer accepted those Order Details, during the Subscription Term. The Documentation helps Customer use the Service and does not expand this warranty. If the Service does not meet this warranty and Customer tells us, we will use reasonable efforts to correct the problem. If we cannot do so within 30 days, Customer may terminate the affected Order Details and receive a refund of prepaid Fees for the remainder of the Subscription Term. This is Customer's sole remedy for breach of this warranty.

Estimates are not advice. The Service and the Site produce estimates of energy savings, project costs, rebates, incentives, financing and payback. Their accuracy depends on the data entered, product data, utility program rules and site conditions. You are responsible for reviewing all output, confirming rebate eligibility and funding with the utility, and for the proposals you send to your own clients. Nothing in the Service or on the Site is engineering, electrical, financial, tax or legal advice.

Except as expressly stated in these Terms, and to the fullest extent permitted by law, the Service and Site are provided "as is" and "as available". Retrolux disclaims all other warranties and conditions, whether express, implied or statutory, including those of merchantability, merchantable quality, fitness for a particular purpose, title and non-infringement. We do not warrant that the Service or Site will be error-free or uninterrupted.

17. Indemnities

By Retrolux. We will defend Customer against any third-party claim alleging that the Service, as provided by us, infringes that party's intellectual property rights. We will also pay the resulting damages, costs and reasonable legal fees finally awarded or agreed in settlement. If such a claim occurs or is likely, we may obtain the right for Customer to keep using the Service, or modify it so it no longer infringes. If neither is commercially reasonable, we may terminate the affected Order Details and refund prepaid Fees for the remainder of the Subscription Term. We have no obligation for claims arising from Customer Data, third-party products, combinations not provided by us, or use in breach of these Terms.

By Customer. Customer will defend Retrolux against any third-party claim alleging that Customer Data, or Customer's use of the Service in breach of Section 4, infringes or misappropriates that party's rights or violates applicable law. Customer will also pay the resulting damages, costs and reasonable legal fees finally awarded or agreed in settlement. This does not apply to the extent the claim is caused by Retrolux's breach of these Terms or the DPA.

Process. The indemnified party must promptly notify the indemnifying party of the claim, give it sole control of the defence and settlement, and provide reasonable cooperation. Any settlement that imposes obligations on the indemnified party, other than payment, needs that party's consent, which it will not unreasonably withhold.

18. Limitation of liability

Excluded damages. To the fullest extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, revenue, goodwill or data, even if advised of their possibility. For a breach of Section 7, of Section 15 as it applies to Customer Data, or of the DPA, the following are treated as direct damages and are not excluded: reasonable costs of investigating the incident, notifying affected individuals and regulators, providing credit monitoring where the law requires it, and restoring lost Customer Data, together with fines and penalties imposed by a regulator to the extent the law allows them to be recovered.

General Cap. Except as set out below, each party's total liability arising out of or relating to these Terms will not exceed the Fees paid and payable by Customer in the 12 months before the event giving rise to the claim (the "General Cap").

Data Protection Cap. For breaches of Section 7, of Section 15 as it applies to Customer Data, or of the DPA, each party's total liability will not exceed two times the General Cap (the "Data Protection Cap"). The Data Protection Cap is a separate aggregate limit: claims under it do not reduce the General Cap, and other claims do not reduce it.

IP Indemnity Cap. Our total liability under the first paragraph of Section 17 will not exceed two times the General Cap (the "IP Indemnity Cap"). The IP Indemnity Cap is separate from the General Cap and the Data Protection Cap.

Exceptions. These limits do not apply to Customer's obligation to pay Fees, to Customer's indemnity obligations in Section 17, to Customer's breach of Section 4, or to liability arising from a party's gross negligence, wilful misconduct or fraud. Our indemnity in Section 17 is subject to the IP Indemnity Cap.

19. Website visitors

If you use the Site without a Retrolux subscription, this section and Sections 4, 14, 16, 18, 20, 21 and 22 apply to you, and references in them to "Customer" include you. We grant you a limited, revocable licence to view the Site for evaluating Retrolux and contacting us. Our Privacy Policy explains how we handle information you send through the contact form. Please do not send passwords, payment details or other sensitive information through it. Site content, including calculators, sample figures and prices, is illustrative and may change. Instead of the caps in Section 18, our total liability to a Site visitor who is not a customer will not exceed one hundred US dollars (USD 100).

20. Governing law and disputes

These Terms are governed by the laws of the Province of British Columbia and the federal laws of Canada that apply there, without regard to conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. The parties submit to the exclusive jurisdiction of the courts of British Columbia, sitting in Vancouver. Either party may seek urgent injunctive relief in any court of competent jurisdiction. Before starting proceedings, each party will first try in good faith to resolve the dispute by escalating it to a senior representative of each party for at least 30 days.

21. Changes to these Terms

We may update these Terms by posting a new version on this page. For customers, a change that is materially adverse to Customer takes effect at the start of the next renewal term, and we will notify Customer's account administrators by email at least 30 days before that term begins. If Customer objects to a material change, it may terminate the affected Order Details before the change takes effect and receive a refund of prepaid Fees for the remainder of the Subscription Term. Changes required by law, changes needed to address a security risk, and clarifications that do not adversely affect Customer may take effect immediately. For Site visitors, changes take effect when posted.

22. General

Notices. We send notices to the email addresses of Customer's account administrators or the contact in the Order Details. Send notices to us at support@retrolux.com. Notices to us about breach, termination or legal claims must start their subject line with "Legal Notice".
Assignment. Neither party may assign these Terms without the other's written consent, which will not be unreasonably withheld. Either party may assign them without consent to an Affiliate or to a successor in a merger, acquisition or sale of substantially all of the relevant business or assets, provided the successor agrees in writing to be bound by these Terms and the assigning party promptly notifies the other party.
Force majeure. Neither party is liable for delays caused by events beyond its reasonable control, such as natural disasters, war, labour disputes, internet or utility failures, or acts of government. This does not excuse payment obligations.
Export and sanctions. Customer will comply with Canadian, US and other applicable export control and sanctions laws, and will not use the Service in, or make it available to persons in, embargoed countries or on restricted-party lists.
Publicity. Neither party will use the other's name or logo in marketing without prior written consent.
Relationship. The parties are independent contractors. These Terms create no partnership, agency or employment relationship, and there are no third-party beneficiaries.
Entire agreement. These Terms, the Order Details, the DPA and the Documentation are the entire agreement between the parties about their subject matter, and replace all prior agreements and terms on that subject. A waiver is effective only in writing. If a provision is unenforceable, it will be limited to the minimum extent necessary and the rest of these Terms stays in effect.
Language. The parties have required that these Terms and all related documents be drawn up in English. Les parties ont exigé que la présente convention et tous les documents connexes soient rédigés en anglais.
Electronic signature. Order Details may be accepted electronically and in counterparts.

23. Contact us

1333701 BC Ltd., doing business as Retrolux, British Columbia, Canada. Questions about these Terms: support@retrolux.com.

Terms of Service