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 signs an Order Form 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 signing an Order Form that references them, by accepting them in the Service, or by using the Service. 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, has moved from Retrolux, Inc. to 1333701 BC Ltd.. If you subscribed before this version was published, the terms you accepted continue to apply until December 7, 2026, when these Terms replace them.

1. Definitions

Order Form: an order, quote or statement of work signed by both parties, or a subscription purchased or renewed online, that sets out the plan, usage limits, Fees, billing period and Subscription Term. A subscription that began before these Terms is treated as an Order Form on its existing plan, price and billing period.
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 user guides and help articles we make available for the Service.
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 an Order Form, including renewals.

2. How these documents fit together

The agreement between us consists of the Order Form, these Terms, the Data Processing Agreement ("DPA") and the Documentation. If they conflict, the Order Form controls, then the DPA for anything about personal data, then these Terms, then the Documentation. 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 Form.

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 each Order Form ("Fees"). Unless the Order Form says otherwise, Fees are stated and payable in US dollars, invoiced in advance for each billing period in the Order Form, and due on receipt of invoice. We process invoices and payments through Stripe. If Customer pays by card or another saved payment method, Customer authorizes us to charge it for Fees when each billing period begins, including on renewal. Fees are non-cancellable and non-refundable except as these Terms expressly provide.

Fees exclude taxes. Customer is responsible for all sales, use, goods and services, harmonized, value-added and similar taxes on its purchases, other than taxes on Retrolux's income. If Customer disputes an invoice 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 Form. Unless the Order Form says 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.

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 an Order Form 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 an Order Form 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 an Order Form ends, Customer may export Customer Data using the Service's export features or by asking us at support@retrolux.com. Within 90 days after the Order Form 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 an Enterprise Order Form includes 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 as described in the Documentation during the Subscription Term. If it does not 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 Form 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 Form 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.

Exceptions. These limits do not apply to Customer's obligation to pay Fees, to either party'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.

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 material change takes effect at the start of the next renewal term, or 30 days after we notify Customer's account administrators by email, whichever comes first. If Customer objects to a material change within that 30-day period, it may terminate the affected Order Form and receive a refund of prepaid Fees for the remainder of the Subscription Term. Changes required by law, or changes 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 Form. 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 is not a competitor of 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 Forms, 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 Forms may be signed 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