Legal and policies
TERMS AND CONDITIONS FOR GRUNDFOS iSOLUTION CLOUD FOR WASTEWATER NETWORKS - SCHEDULE - PARTICULAR CONDITIONS
GENERAL INFORMATION
This schedule contains terms and conditions supplementing and amending General Terms and Conditions of Sale of Digital Services (the “General Terms and Conditions – Digital Services”) as part of the Agreement between [customer name] (the “Customer”) and [Grundfos name] (”Grundfos”).
GENERAL SUPPLEMENTS / AMENDMENTS TO THE AGREEMENT
1. TERM AND TERMIANTION
1.1 The Agreement takes effect as from [date] (“Commencement Date”).
1.2 [The Agreement is non-terminable until [date], at which time it automatically expires. Contractual non-terminability shall not prevent termination as a consequence of material breach.]
2. NOTICES
2.1 All substantial notices (e.g. notices of termination or force majeure) must be given in writing and delivered personally or sent by pre-paid first class recorded delivery post or e-mail to the relevant party
· if to the Customer at [customer name], [Address], [postal code and city], [country], attention: [title] (at the time the Agreement enters into force: [name])
· if to Grundfos at [Grundfos name], [Address], [postal code and city], [country], attention: [title] (at the time the Agreement enters into force: [name])
or at such other address and/or attention-person as either party may hereafter specify in writing to the other party.
2.2 Grundfos may provide all other information (e.g. information on updates and other system information) through the Digital Services.
2.3 All communication according to this clause and regarding amendment to specifications and terms regulated by this Agreement shall be in [language].
2.4 Any notice sent by pre-paid first class recorded delivery post shall be deemed to have been duly served when a recipient has signed for the receipt at the notice address as per clause 2.1. Any notice sent by electronic means shall be deemed to have been duly served at the time of transmission (if transmitted during normal business hours at the location of the recipient and if not so transmitted then at the start of normal business hours on the next business day commencing at such location after the time at which the transmission was made).
3. PRICES
3.1 The agreed prices are described in the appendix, Deliverables and Fees.
4. MONITORING EQUIPMENT
4.1 To enable Grundfos to deliver the Digital Services under the Agreement, Grundfos will deliver and install the agreed Monitoring Equipment at the Premises, cf. the appendix, Monitoring Equipment.
4.2 The Customer shall ensure that the Monitoring Equipment is duly locked away so that it cannot be accessed by any unauthorized third party. Grundfos is not responsible to the Customer for any loss – including loss of data – caused by unauthorized access to the Monitoring Equipment.
5.1 The place(s) of delivery of the Monitoring Equipment is / are the premises (the “Premises”) listed in the appendix, Deliverables and Fees.
6.1 Grundfos’ total liability (including in regard to payment of financial credits (if any) and third-party claims) towards Customer in respect of any and all losses arising under or in connection with the Agreement and the cooperation hereunder, whether in contract, tort (including negligence), breach of statutory duty or otherwise is in one year (meaning the 12 months’ period starting on 1 January and ending on 31 December the same year) limited to a maximum amount of 30 % of the total fee paid by Customer (excl. VAT) under the Agreement in the preceding year. For the first year of the contract, the limitation is the agreed total annual fee for the first year of the Agreement.
6.2 This clause 6 applies in addition to, and has no impact on the limitations in the General Terms and Conditions – Digital Services.
7. APPENDICES TO THIS SCHEDULE
7.1 The following appendices form an integral part of this schedule:
APPENDIX: Deliverables and Fees
APPENDIX: Particular Conditions for Grundfos iSolution Cloud for Wastewater Network (version 1.0)
APPENDIX: Particular Conditions for Monitoring Equipment (version 1.1)
APPENDIX: Marketing approval
APPENDIX – DELIVERABLES AND FEES
PREMISES
The Monitoring Equipment will be delivered and installed at the following Premises:
· [Address1], [postal code] [city], [Country]
· [Address2], [postal code] [city], [Country]
· [Address3], [postal code] [city], [Country]
· [etc.]
DIGITAL OFFERINGS AND DIGITAL SERVICES
Grundfos shall provide the following Digital Offerings and Digital Services to the Customer:
Digital Offering Digital Service No. of licenses Particular Conditions
Grundfos Predictive Maintenance 1 Particular Terms
iSolution Cloud Overflow Warning 1 for Grundfos iSolution
for Wastewater Actual Flow 1 Cloud for Wastewater
Network Infiltration Flow 1 Network (v 1.0)
Pumping Station 1
capacity Utilisation 1
The license(s) above includes 25 end-user accounts, and the Customer has not purchased further accounts.
The license(s) above includes 25 end-user accounts. The Customer has purchased additional end-user accounts, so that the total number of end-user accounts are:
MONITORING EQUIPMENT
Grundfos expects to deliver the following Monitoring Equipment:
[insert description and specifications of Monitoring Equipment to be delivered – incl. number of devices to be delivered]
FEE
Digital Offering Digital Service Monthly Fee in DKK
Grundfos Predictive Maintenance XX
iSolution Cloud Overflow Warning XX
for Wastewater Actual Flow XX
Network Infiltration Flow XX
Pumping Station XX
capacity Utilisation XX
TOTAL FEE XX
Monitoring Equipment is included in the fee.
Grundfos charges the first fee, when a) the Monitoring Equipment has been installed and connected and b) Grundfos has granted access to the Customer to the Digital Services.
APPENDIX – PARTICULAR CONDITIONS FOR GRUNDFOS iSOLUTION CLOUD FOR WASTEWATER NETWORK
1. APPLICATION
1.1 This appendix sets the particular conditions for Grundfos’ provision to the Customer of Digital Services, which are a part of Grundfos iSolution Cloud for Wastewater Network (“GiC WWN”).
1.2 Grundfos’ provision of GiC WWN is subject to an agreement (the “Agreement”) between the Customer and Grundfos, which directly or indirectly refers to these Particular Conditions for Grundfos iSolution Cloud for Wastewater Network. Grundfos General Terms and Conditions of Sale of Digital Services apply.
2. DEFINITIONS
2.1 Capitalized words and phrases not otherwise defined herein have the same meaning as set forth in the other documents of the Agreement unless the context dictates otherwise.
2.2 For clarification purposes, the term “end-user” when used in the Agreement means any physical person (i.e. employee, representative, third party etc., incl. the person appointed to be administrator) with access to the Customer’s GiC WWN account.
3. SCOPE OF DIGITAL SERVICE
3.1 GiC WWN consists of different Digital Services. GiC WWN and each of the Digital Services are described here: https://www.grundfos.com/campaigns/isolutions/water-utility/grundfos-isolutions-cloud-for-wastewater-networks.html.
3.2 The Customer will have access to those of the Digital Services, which the Customer is granted a license to in this Agreement.
4.1 Grundfos provides GiC WWN as an online service, which the Customer may access via its internet browser. Thus, to connect to the GiC WWN, the Customer must have a PC or a mobile devise with a compatible internet browser and internet connection. Information regarding compatible internet browser can be found here: https://www.grundfos.com/campaigns/isolutions/water-utility/grundfos-isolutions-cloud-for-wastewater-networks.html.
4.2 To access GiC WWN, the Customer must arrange for the agreed Motoring Equipment to be delivered and installed by Grundfos. An eSIM-card is embedded in the Monitoring Equipment to establish a connection between GiC WWN and the Monitoring Equipment. Grundfos is not responsible for issues resulting from inadequate connection or bandwidth.
5. LICENSE AND USE
5.1 The Digital Services and number of licenses granted to the Customer is described in the appendix, Deliverables and Fees. For each license, the Customer is granted a non-exclusive, non-sub-licensable, non-transferable and limited right to use the Digital Service for the agreed Monitoring Equipment, delivered and installed by Grundfos under the rights and limitations set out in the Agreement and in the EULA (defined in clause 6.2) with the following specific limitations:
i. The license covers only the agreed Digital Service.
ii. One license to a Digital Service is limited to one piece of Monitoring Equipment, delivered and installed by Grundfos.
6. END-USER ACCOUNT AND ACCESS TO GiC WWN
6.1 For the Customer to access and use GiC WWN, the Customer must register for a Grundfos Global Login account (“Global Login”).
6.2 To access the Customer’s GiC WWN account, each end-user must setup a Global Login account. When an end-user creates a Global Login account, he / she may be asked to inform Grundfos of their name, e-mail, address and other personal details. Furthermore, to register for a user account, the end-user must accept an end-user license agreement (an “EULA”). The terms and conditions of the EULA can be found here: https://auth.grundfos.com/login/TandC.jsp.
6.3 Upon the Customer’s request Grundfos sends a username and a password to the person, which the Customer has appointed to be administrator. The administrator grants the other end-users access to the Customer’s Global Login account, as per Grundfos instructions.
6.4 GiC WWN contains a user guide, which can be accessed via the GiC WWN interface.
7.1 As part of providing GiC WWN, Grundfos collects, stores and processes operational data from the Monitoring Equipment for Digital Services and the use thereof. The collected data includes for example pressure, flow and energy consumption. Grundfos may process and store data anywhere Grundfos (or its third-party data processors) maintain facilities for the purpose of enabling product features, development of GiC WWN and other services or products, administer use, personalize experience and otherwise support or improve use of GiC WWN and other services or products.
7.2 Grundfos may migrate operational data to / from third-party data processors from / to another third-party data processor or store data at servers owned by Grundfos. Upon request from the Customer, Grundfos will provide the Customer with a list of current countries where content stemming from the Customer may be processed. Please contact Grundfos first level support by telephone on +45 87 50 50 50.
7.3 Upon the termination / expiry of the Agreement and upon the Customer’s request, Grundfos will send to the Customer an electronical copy of the data displayed in the dashboard in an excel sheet. If Grundfos has not received a request from the Customer within 30 days from the time the Agreement terminates / expires, Grundfos may delete the data without further notice.
8. PERSONAL DATA
8.1 Personal data is collected as part of the creation of a Global Login user account, cf. the EULA.
8.2 As part of GiC WWN, the Customer may receive personal data regarding the end-users of the GiC WWN. Such personal data is subject to the Data Privacy Schedule.
8.3 The Customer may only collect personal or other types of data from the end-users, if the Customer has obtained a sufficient consent from the specific end-user.
9. THIRD PARTY COMPONENTS
9.1 GiC WWN might include open source components and / or other third-party components subject to additional terms and conditions, including open source availability obligations (“Third-Party Notices”). Third-Party Notices can be acquired by contacting Grundfos.
9.2 The Customer accepts to be bound by the terms and conditions of the Third-Party Notices, and if the Customer breaches the Third-Party Notices, the Customer shall accept legitimate claims from Grundfos and direct claims from the issuing third party. The Customer's obligation applies regardless of whether a license to the software being part of the Digital Services delivered by Grundfos (i) has been obtained by Grundfos to the effect that the Customer derives its limited right from Grundfos; or (ii) has been obtained directly by the Customer. Disclaimers as well as limitations and exclusions of Grundfos’ liability set forth in the Agreement (incl. this appendix) applies in addition to the Third-Party Notices.
APPENDIX – MONITORING EQUIPMENT FOR GIC WWN
1. USE OF MONITORING EQUIPMENT
1.1 This appendix governs Grundfos’ provision, installation and commissioning of Grundfos monitoring equipment (“Monitoring Equipment”) to the Customer under the Agreement.
1.2 Unless otherwise agreed, Grundfos installs and commissions the Monitoring Equipment at the Premises. The Customer shall not move or uninstall Monitoring Equipment; if the Customer wish for the Monitoring Equipment to be uninstalled, the Customer must contact Grundfos and Grundfos will perform the uninstallation.
As part of the installation of the Monitoring Equipment, Grundfos will, as a standard setup, split data signals from the Monitoring Equipment to provide the necessary data for the GIC WWN solution. In the event that the Customer does not want a split in the data signal from the Monitoring Equipment, the Customer may purchase additional sensors to provide such additional data.
1.3 The Customer may only use the Monitoring Equipment
a) at the Premises and shall not move the Monitoring Equipment from the installation site at the Premises, and
b) for the purpose for which the Monitoring Equipment is installed.
1.4 The Customer shall use the Monitoring Equipment strictly in accordance with any installation, operation and maintenance instructions (applicable from time to time) and shall ensure that the Monitoring Equipment is not subjected to any careless, unusually or needlessly rough usage.
1.5 Without prior written consent from Grundfos, Customer shall not make any alterations or changes to the Monitoring Equipment. The Customer may not remove, alter or cover up any numbering, lettering or insignia displayed upon the Monitoring Equipment. Further, the Customer shall not open or take any actions to reverse engineer the Monitoring Equipment and any software in the Monitoring Equipment.
2. OWNERSHIP OF MONITORING EQUIPMENT
2.1 Grundfos retains at all times ownership of the Monitoring Equipment and nothing contained herein grants Customer any rights in and to the Monitoring Equipment other than those expressly specified in this Agreement.
2.2 The Customer acknowledges that the Monitoring Equipment is movable property and will be installed on the Premises. Notwithstanding any such installation, Grundfos has the right to remove, or demand the removal and return of the Monitoring Equipment upon termination of this Agreement for any reason whatsoever.
3. HAND-OVER, RISK, HAND-BACK OF MONITORING EQUIPMENT
3.1 Grundfos shall install and commission the Monitoring Equipment at the Premises at the time agreed between the Parties (the “Handing-Over Time").
3.2 Customer shall ensure that all necessary products, infrastructure and facilities (except from what is to be delivered by Grundfos) to enable the Monitoring Equipment to be installed, commissioned, operated, maintained and uninstalled are in place and in good order. Grundfos is not responsible for any losses suffered by the Customer as a result of any fault or deficiency of whatsoever nature in such infrastructure or facilities.
3.3 The Monitoring Equipment shall at Handing-Over Time be in good working order.
3.4 All risk in and to the Monitoring Equipment passes to the Customer as from the date the Monitoring Equipment is placed at the Customer’s Premises irrespective of whether the Monitoring Equipment has been installed and commissioned. All risk in and to the Monitoring Equipment passes back to Grundfos at Handling-Back Time (as defined below), provided Grundfos has taken possession of the Monitoring Equipment.
3.5 As from termination of the Agreement for whatever reason, the Customer shall surrender the Monitoring Equipment to Grundfos at the Premises. The specific time for uninstallation of the Monitoring Equipment will be agreed between the Parties (the “Handing-Back Time"). Grundfos carries out the uninstallation of the Monitoring Equipment. The Customer shall surrender the Monitoring Equipment tidy and in a state corresponding to that at the Handing-Over Time, i.e. in good working order and well maintained without defects of any kind and with all installations in a proper state of repair and working order (fair wear and tear excepted). The Customer shall be liable for the cost of any repairs necessary to restore the Monitoring Equipment to such condition.
3.6 The Customer acknowledges that for Grundfos to install, commission and remove the Monitoring Equipment, production stop may be required. The parties will agree on a time schedule for installation, commission and uninstallation of the Monitoring Equipment.
4. MAINTENANCE
4.1 Grundfos shall maintain, including making any necessary renewal of, the Monitoring Equipment in a way that keeps the Monitoring Equipment in good repair. The Customer shall ensure that Grundfos is granted access to the Premises to maintain the Monitoring Equipment.
5. DEFECTS AND LIABILITY
5.1 Grundfos delivers and installs the Monitoring Equipment to the Customer only to enable the delivery of the Digital Services, and Grundfos gives no warranty in relation to the Monitoring Equipment alone. The Customer can only legitimately raise a warranty claim against Grundfos, if and to the extent that Grundfos is in breach of its obligations to provide Digital Services – not based on defective Monitoring Equipment and/or the installation thereof alone. For the avoidance of doubt, any claim related to the data content and / or quality is governed by Grundfos General Terms and Conditions – Digital Services and any amendments and supplements thereto.
6. INSURANCE
6.1 Customer shall take out and maintain (i) good local standard “all risk” insurance; and (ii) any mandatory insurances applicable by law against its liability, which may arise under this Agreement. The Customer shall on request deliver for inspection satisfactory insurance certificate to substantiate that the insurances referred to in this Clause are being properly taken out and maintained.
APPENDIX – MARKETING APPROVAL
By signing this appendix, the Customer accepts that Grundfos Holding A/S and its subsidiaries without payment to the Customer may use the Customer’s data collected under the Agreement for marketing-related activities. Such marketing-related activities may include the creation of: a showcase based on the Customer’s data, statistical data based on several customers using the Digital Services, exhibitions, films, seminars, events, customer meetings and online marketing (e.g. on Grundfos websites and social media platforms).
Grundfos shall ensure that marketing material does not contain any personal data unless such data has been anonymised.
Grundfos Holding A/S and its subsidiaries may disclose the name and identity of the Customer and the location of the Premises in marketing-related activities:
Yes No
Grundfos Holding A/S and its subsidiaries may use images and video footage of the Premises in marketing-related activities:
Yes No
The Customer may at any time withdraw this approval by notifying Grundfos in accordance with the section “Notices” in the Agreement. A withdrawal will have effect on data collected after the time the notice of withdrawal was received by Grundfos. Grundfos Holding A/S and its subsidiaries may continue to use data collected before the time of withdrawal in accordance with this approval sheet.
Customer name:
Name of signatory:
Title of the signatory:
Date: / 20
Signature: