NorthQ Terms and Conditions (B2B EULA)

(SOFTWARE-AS-A-SERVICE)
Connected Building Hub & Installer Hub

1 Introduction

1.1 Thank you for choosing NorthQ! The use of NorthQ’s Services (as defined in section 3) is subject to this licence agreement (“Agreement”) between you as the user (“User”) and NorthQ (“NorthQ”).

1.2 BY CHOOSING “I AGREE” AT THE END OF THE DOCUMENT USER AGREES TO ALL TERMS AND CONDITIONS HEREIN. IF THE USER DOES NOT ACCEPT AND/OR COMPLY WITH THIS AGREEMENT, THE USER IS NOT LICENSED TO USE THE SERVICE.
 

1.3 NorthQ may amend the terms and conditions of this Agreement at any time by reasonable notice, including without limitation by posting revised terms and conditions on the Website (as defined below). The User agrees that the amended terms and conditions shall be binding.

 

1.4 NorthQ will keep a copy of this Agreement on file and send a copy hereof to the User following acceptance of this Agreement. The applicable terms and conditions will at all times be available on the Website (as defined below). This Agreement is only available in English.

 

2 NorthQ

NorthQ is a Danish company registered under business registration number 31048850 and is domiciled at Bryggervangen 19, 2. sal., 2100 København Ø. NorthQ conducts its business from i.a. www.northq.com, www.connectedbuidinghub.com, www.connectedhomehub.com and www.homemanager.tv (”Website”). Inquiries can be addressed to sales@northq.com.

 

3 The Services

3.1 The Services consists of the following:

 

3.1.1 The service provided via the Website, including the software accessed by way of the website (“SAAS”);

 

3.1.2 Collecting User data enabling the User to get an overview of User’s consume of energy enabling User to take action in order to reduce its energy consume;

 

3.1.3 Collecting and making available offers to the User from third parties as further described on the Website www.northq.com/legal;

 

3.1.4 Any software as described on the Website provided for use with the SAAS;

 

3.1.5 Any software apps provided for use with the SAAS, e.g. through the Apple App Store or Google Play;

 

3.1.6The provision of data (as described in clause 7) in a structured form (i.e. based on NorthQ’s database hereof); and

 

3.2 NorthQ provides no warranty as to the User’s energy consumption while using the Service and NorthQ is not responsible for Users actual consume of energy. 

 

3.3 Software and software apps may be subject to individual User license terms. In such case, this Agreement shall only govern the User’s use of the SAAS through such software and software apps – not the license to the software or software apps themselves.

 

4 PERMITTED USE of the Services (license)

 

4.1 NorthQ grants the license as set out in this Agreement for the Service (Software-as-a-Service). The license is:

  • Solely for the use hereof as provided by NorthQ (and not for e.g. copying, distribution or public display of any kind, whether in the original or amended/embedded form);

  • Only for the use of the User for its own purposes;

  • Non-exclusive;

  • Non-transferrable in any way, whether by sale, renting sub-licensing or gifting;

  • Freely revocable;

  • Conditional on the registration and maintenance of an active user account for the User with NorthQ (i.e. use is not permitted without such active user account);

  • Royalty bearing (i.e. conditional upon payment of as set out in clause 6);

  • Time limited to the period this Agreement is in force (i.e. it terminates upon termination of this Agreement for whatever reason);

  • Conditional upon the User having the authority to legally bind the User and/or the User’s company and/or employer (if applicable).

  • Subject to compliance with each of the terms and conditions set out in this Agreement.

 

4.2 The User is not permitted to use or access the Services in any other way or format than as provided by NorthQ, including by way of decompilation, reverse engineering or modification.

4.3 This Agreement constitutes a license and not a sale of the Services. Consequently, it does not transfer to the User a title or ownership of the Services or a copy of any software or data as part hereof. Except for the limited rights granted in section 4.1, NorthQ (or its licensors) retains all rights, title and interest, including all intellectual property rights, in and to the Services.

 

4.4 When the User signs up for the Service, the User must open a user account with NorthQ and provide NorthQ with accurate and complete information as requested by NorthQ.

 

4.5 As the use of the Software and the Service may include downloading software to the Users’ computer or apps to a mobile device, the User agrees that NorthQ may automatically update such software and apps and that this Agreement will apply to all upgraded versions too.

 

4.6 This section 4 (and sections referred to herein) constitutes license terms for the use of any intellectual property comprised by the Services. Regardless of whether any terms in this Agreement should be found not to be accepted by the User or in other ways not be part of the Parties agreement, the license shall continue to apply as a condition for the User’s use of any intellectual property comprised by the Services.

 

5 SERVICE STANDARDS and disclaimer

 

5.1 NorthQ will use commercially reasonable efforts to make the Services available at all times, except for planned downtime and any unavailability caused by external events, incl. force majeure circumstances (e.g., fires, floods, acts of God, acts of government, civil unrest, Internet service provider failures or delays, denial of service attacks, etc.), and to provide the Services in accordance with applicable laws and government regulations.
 

5.2 NOTWITHSTANDING THE FOREGOING, THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND.

 

5.3 NORTHQ MAKES NO PROMISES, REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESSED, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICES, INCLUDING THEIR CONDITION, CONFORMITY TO ANY REPRESENTATION, DESCRIPTION OR SERVICE LEVELS, OR THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS, AND NORTHQ SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE AND ALL OTHER IMPLIED OR STATUTORY WARRANTIES, AS WELL AS ANY LOCAL JURISDICTIONAL ANALOGUES TO THE ABOVE.

 

5.4 NORTHQ DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE OR THAT THE SERVICE WILL WORK WITHOUT INTERRUPTIONS.

 

5.5 The Services may at the sole discretion of NorthQ be subject to changes from time to time, including by addition or removal of features. Such changes may occur without notice, however, NorthQ will use commercially reasonable efforts to notify the Users in advance.

 

5.6 If the User experiences any service outages, delays, unavailability, loss of data or incidents in general, the User is encouraged to immediately report such incidents to NorthQ using the contact details located on the Website. NorthQ will use its best efforts to correct any incidents, but expressly disclaims any legal obligations to do so, as stated above.

 

6 FEES

6.1 The User is permitted to use the Services (or other services available on the Website) against payment of the fees stated in relation to a specific Service on the Website from time to time.

 

6.2 The registration of a user account as well as the use of certain Services may be permitted without monetary payment, as stated on the Website from time to time. Regardless, consideration is provided e.g. by way of the data provided to NorthQ.

6.3 All fees are subject to changes with 14 days’ notice either on the Website or by e-mail to the User’s registered e-mail account. Changed fees will not be effective retroactively but will only affect the Services from the stated effective date of the change.

7 DATA PROVIDED TO NORTHQ

7.1 The User will directly or indirectly provide data to NorthQ.  

 

7.2 The data may include e.g. GPS-data, data on electrical or gas consumption, price data concerning electrical or gas consumption, utility used and data on the User’s building(s) (e.g. construction year, reconstruction/modification year, area size, number of floors, total size of area used for residential purposes, total size of area used for commercial purposes, size of attic, size of building extensions, roof type, type of power used, number of light sources, number of electronic devices installed.

 

7.3 Such data may include personal data relating to an identified or identifiable natural person. When NorthQ process personal data on behalf of the User in relation to the delivery of the Services (as a processor), such processing will take place in accordance with the Data Processor Agreement attached as appendix 1.  

 

7.4 NorthQ may anonymize data directly or indirectly provided by the User or separate the data from data allowing for identification of a natural person (“Anonymized Data”). NorthQ owns any and all rights to the Anonymized Data

 

7.5 User’s Obligations concerning data submitted to NorthQ

 

7.5.1 The User is the sole responsible party for any information or data submitted to NorthQ, including by way of the Services, including for the legality hereof and the legality of NorthQ’s use hereof, as set out in this Agreement.

 

7.5.2 NorthQ explicitly do not accept content on that is; pornographic or sexual (also including any kind of photos, drawings, animations etc. showing nudity or in general having an adult nature), racially offensive, discriminating towards individuals or minorities, illegal, violently, violating the laws of Denmark or the Users home jurisdiction.

 

8 The Installer

 

8.1 In order to provide the services, NorthQ conducts and installation of requested by the User devices. The installation is performed by a professional (“the Installer”) employed and trained by NorthQ. The Installer uses Installer Hub app for installation and is granted a temporary access to the building and User’s data, that are necessary for installation process to be conducted correctly (e.g. the electricity consumption data from the last 15 minutes are required for the Installer to check if the meter reader is collecting the data correctly and without any interruption). Once the installation is finalized, the Installers access is revoked, leaving User as the admin of the account.

9 Termination of user account and this agreement

9.1 This Agreement may be terminated for convenience by either party with one months’ notice to the end of a month. In case of termination for convenience by the User, no fees paid or payable will be refunded, regardless of whether such fees cover a period extending beyond the effective date of the termination. Neither party shall have any claims against each other in case of termination for convenience, except for a claim for unpaid fees.

 

9.2 This Agreement may be immediately terminated for cause pursuant to the general provisions of Danish law. In any event, NorthQ may terminate this Agreement in the following situations:

 

9.2.1 If the User or its user account – in the sole judgement of NorthQ - violates or is suspected of violating this Agreement or other applying conditions. This includes situations where NorthQ thinks the User is creating problems, legal liabilities (whether they are actual or potential), infringing intellectual property rights, engaging in fraudulent, immoral or illegal activities, or for other similar reasons.

 

9.2.2 If the User does not pay any fees due in accordance with the applicable payment conditions, and in any event if full payment has not been received 10 days following transmission of notice of non-payment to the User.

 

9.3 Upon termination, for whatever reason, this Agreement and the license granted to the Services will terminate per the effective date of the termination. Any rights granted to NorthQ shall survive termination of this Agreement.

10 Limitations of liability

10.1 IN NO EVENT SHALL NORTHQ HAVE ANY LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS OF ANTICIPATED PROFITS OR LOSS OR INTERRUPTION OF USE OF ANY FILES, DATA OR EQUIPMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

10.2 IN NO EVENT SHALL NORTHQ’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE FEES PAID FOR THE SERVICES FOR THE 12 MONTH PERIOD PRECEEDING THE LIABILITY EVENT (OR SUCH SHORTER PERIOD IF 12 MONTHS HAVE NOT YET PASSED).

 

10.3 THE LIMITATIONS ABOVE SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE PARTIES AGREE THAT THE FOREGOING LIMITATIONS REPRESENT A REASONABLE ALLOCATION OF RISK UNDER THIS AGREEMENT.

 

10.4 The User shall indemnify, defend and hold NorthQ harmless from any claim, action, suit or proceeding made or brought against NorthQ arising out of or related to (I) the User’s breach of any term of this Agreement, or (II) NorthQ’s use of any Anonymized Data.

 

11 Assignment

11.1 The User may not assign this Agreement or any rights or obligations hereunder, directly or indirectly, by operation of law or otherwise, without the prior written consent of NorthQ.

 

11.2 NorthQ may freely assign this Agreement.

 

12 Governing law and JURISDICTION

 

12.1 This Agreement is governed by and construed under the laws of Denmark without reference to conflict of laws principles. All disputes arising out of or related to this Agreement will be subject to the exclusive jurisdiction of the City Court of Copenhagen.

 

13 Personal Data related to the User

 

13.1 In connection with fulfilment of the Agreement, NorthQ may process personal data related to the User e.g. data about a contact person or the signer of the Agreement. Such processing will take place in accordance with NorthQ’s Privacy Policy (https://northq.com/privacy-policy).  

 

14 Acceptation of the Terms and Conditions.

 

14.1 By choosing “I accept”, I hereby confirm to have read and accepted the terms and conditions as set out in this Agreement.

 

APPENDIXES

  • Appendix 1: Data Processor Agreement (https://northq.com/data-processor-agreement)

Published on 01.09.2018
Revised on 23.10.2018

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NorthQ ApS | Bryggervangen 19, 2100 København Ø, Denmark | VAT DK31048850

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