Terms and conditions for sensor solutions and data deliveries by HedeDanmark a/s
1 Description of the solution and its components
HedeDanmark a/s (henceforth HD) offers a complete data collection solution on terms of subscription. The Customer subscribes to one or more sensors and gain access to HD’s digital data portal, where the Customer can access and download the collected data from the sensor through an interface (API).
The Customer orders the sensors via the order site on HD’s web portal. These terms and conditions apply for sensors, equipment and subscriptions.
2 Sensors and equipment
2.1 Product description
The separate sensor- and equipment solutions are described on HD’s web portal. It is the Customer’s responsibility to get acquainted with the product descriptions of the solutions they wish to use. This includes the elements they measure, where and how they are installed, maintenance, etc. Prices on HD’s products and services can be found on HD’s web portal.
2.2 Shipping and installation
The product is shipped to the Customer and the Customer is responsible for the installation, as per the installation guide of the product unless otherwise instructed on the product.
Feel free to contact HD’s support cf. item 4.2, should there be questions regarding the installation or guides.
Shipping is included in the price unless otherwise instructed on the product site. If the installation is managed by HD, the Customer is responsible for providing an installation prepared location. The sensor solutions’ descriptions can include exceptions of free shipping.
Approximate times of shipping and installation will show on HD’s web portal, if the installation is managed by HD. Installation by HD only need further agreements, if the place of installation is not easily accessible. Delivery and installation times are only indicative – HD will contact the Customer with a new expected time of delivery/installation.
2.3 Risks for sensors and equipment
The Customer is responsible for sensors and equipment post shipping. In case of theft, malicious damage, etc. The costs of new units and shipping are charged to the Customer, cf. the prices found on HD’s web portal. In case the solution is installed by HD, the Customer will also be charged with the cost revolved hereof, cf. the prices on HD’s web portal.
2.4 Maintenance and notification of fault
The Customer will receive a notification through the digital platform, in case the sensor is of fault. The error can be caused by external circumstances like malicious damage or theft, sensor defects, or a dead battery. The Customer is responsible of checking the type of error and inform of the sensor’s condition by sending an image with a short description to HD.
The Customer’s observations are reported through the support function cf. item 4.2 below.
In case of lacks and errors in the sensor, a new unit will be shipped to the Customer, for instance a new battery, and the cost is held by HD unless the fault falls to the Customer. The sensor in question must be returned to HD with all costs reserved by the Customer. In case the battery needs to be changed, it is commonly done by the costumer. If the unit is installed by HD, the Customer is not responsible for new installations or change of battery and the cost hereof, so forth is not categorized as the costumer’s responsibility.
Should equipment other than sensors, like iPads, measurement devices, etc. be damaged, then they must be shipped to HD. The cost of shipping and reparation is held by costumer, if the fault lies here cf. item 2.3. Should the error lie elsewhere than cf. 2.3, then all costs are reserved by HD.
2.5 Network and lack of connection
Sensors and equipment are dependent of the connection to a third-party network (e.g. Sigfox). HD disclaim all responsibility from external networks controlled by a third party. Downtime and irregularities can therefore occur, without HD being responsible or able to solve it.
HD cannot guarantee the necessary coverage at all locations. The Customer can annul the order and at their own expense return the unit, if it turns out that a location is not covered by the network. In that case, the start-up fee and cost of subscription will be returned. Should a location experience changes in the connection, then the Customer can annul the subscription instantly, but will not be able to claim the start-up fee. Alternatively, the Customer can acquire a repeater, which can be tested by the Customer, to see if it solves the problem. The complete setup is to be returned at the expense of the Customer, if the connection problem cannot be solved. If so, the entire purchase will be credited.
2.6 Deinstallation and return
The sensors and other equipment must be returned to HD in a functional condition, when the subscription is terminated.
When the subscription is terminated – cause irrelevant – the following conditions are enforced:
- The Customer is responsible for the deinstallation and return of units installed by the Customer, with cost and risk reserved by the Customer. The Customer will be billed for the unit according to the, at any time, valid cost, so forth the unit is received in a damaged state at HD.
- Sensors installed by HD provide the Customer with a choice of deinstallation: either deinstall the unit with the provided tools, and return it to HD at their own risk, which must happen within a week of terminating the subscription. Or, request HD to manage the deinstallation, at which further appointments must be made. The cost of the latter can be found on HD’s web portal. If the sensor is not returned within a week, or if HD has not been requested to deinstall the unit, then the Customer will be billed with the full cost of the unit at the given time cf. the price of the sensor.
- Data delivery
3.1 The digital portal and the API
A digital data portal is available to the Customer, as part of the subscription through HD. Here the Customer can monitor and read the measurements of the sensor. The portal also shows data history and previous periods’ measurements, as well as other standard functionalities. The portal’s functionality is described on HD’s web portal, where it will be updated accordingly. The portal cannot be customized to the needs of individual customers.
The Customer can download and export data from the digital portal through the interfaces/APIs, which are made accessible by HD. The technical specification of the APIs can always be requisitioned at HD, but the Customer is responsible for checking these standard APIs and make any adjustments they might need. The Customer cannot demand to have the APIs customized or developed for specific needs.
3.2 Data and quality
Data from the sensors are automatically collected, if the sensors and connection are fully functional. HD does not provide monitoring of the data or quality check the registered data. HD only pass on the data, which is registered via the digital portal.
The Customer can contact the support function cf. item 4.2, if they believe it is the wrong data, they have available. HD will follow up on the request, by conducting an assessment and error diagnostic for possible errors in the digital portal. Should the sensor proved faulty, HD will continue the error diagnostics according to item 2.4 above.
HD does not guarantee uninterrupted registration and delivery of data, due to the multiple sources of error that can occur without HD being responsible, e.g. errors and fault to the sensor, low battery, change in physical conditions around the sensor, missing communication with the sensors.
3.3 Availability and back-up
HD’s digital data portal always strive to be online. However, no guarantee is provided, due to the need for scheduled maintenance as well as sudden urgent circumstances that require immediate action. It is required by HD to perform said maintenance to a degree of least disturbance for the customers, but the entire portal or parts of it may be shut down at times. The reasons include maintenance, security updates, virus, or external attacks, etc.
Scheduled maintenance which influence the Customer’s use of the digital data portal will to the best of our ability be notified via e-mail or on the portal. Said notification will include a short description of the causes for a shutdown and in which time the portal will be partially or fully unavailable. Customers will, to the best of our ability, also be informed of an approximate duration for the shutdown, especially in case of acute cases of security breaches. The same guidelines are in effect in case of maintenance of the APIs.
The Customer is recommended to regularly download their data from the data portal. HD does conduct a back-up of the solution, as well as the data, once a day. HD is responsible for the reestablishment of lost/damaged data in the portal and to do so within a reasonable time, if the data does not provide an unnecessary high cost compared to the amount of data lost. The Customer cannot demand further compensation for lost/damaged data and there will, in case of serious losses and break downs, be permanent loss of data from the latest back-up and up to the cause of the breakdown.
HD use a third party to manage and host the digital data portal (pro tem Microsoft Azure) and HD disclaim responsibility for any error or flaws in the third party’s services – including problems with availability and running time – HD must reserve the right to take distance from partial or full breakdowns in the third party’s services. HD will continue to make customers aware of any flaws in the third party’s services but has no control of redressing time.
- Standard conditions
4.1 Additional purchases
The Customer is always welcome to make additional purchases cf. HD’s web portal. Present terms and conditions exist with said purchases.
4.2 Support and error corrections
The Customer can contact HD through HD’s service desk, either by phone or e-mail, in case the sensors, equipment or digital data portal notify of errors. The current and valid contact information will always be evident on HD’s web portal. The service desk is staffed all weekdays from 9-16.
The Customer must expect a solving time of up to 5 days in relation to error diagnostics, including the shipping of a new unit or battery.
Lasting interruptions to the digital data portal during the service desk’s opening hours, will result in an inquiry and the redressing will happen as soon as possible. Any lasting interruptions of a third party’s services, will be passed on the third party as soon as possible.
Errors to the digital data portal that is not considered significant, will be redressed in good time.
Larger updates and error corrections will be scheduled to interfere as little as possible.
4.3 Rights to data and the use thereof
HD retain the rights to the data generated by sensors and equipment, as well as the accumulated data base of all its data. Data is defined by its relation to the sensors’ monitoring and the facts of such (e.g. time, temperature, humidity, clicks and other customized solutions). It also includes the sensor’s geographical location, history and performance. All of it referred to as the monitoring data.
HD is free to use all monitoring, including sales to other customers and partners.
The Customer acquires a non-exclusive access and right to use the monitoring data in the time of their subscription. The data is limited to what is generated by sensors and equipment covered in the subscription.
The Customer can use own data for own purposes, including import of said monitoring data through the API to internal systems. Consultants to the Customer are, likewise, included in the access to download monitoring data from the API for their internal systems, provided that these data are solely used to service the Customer. The Customer can publish and show monitoring data in own materials, including data collections, and to publish them on web sites, etc. The Customer is not allowed to sell the data or sell goods which include the data. The Customer is not allowed to provide a third-party access to a live data feed on HD’s API or own APIs providing the same access.
4.4 Intellectual property rights
Intellectual proper rights, such as copyrights and access rights to HD’s web portal and the digital data portal and its software, APIs, graphical user faces, databases etc., belongs to HD.
The Customer gains a time limited non-exclusive access to the digital data portal and API, to access own measuring data. The Customer alone can use this access to see and use the measuring data, as well as the APIs HD provide access to. The Customer is not allowed to attempt access to the digital data portal by other means, such as other software that can automate the data collection (scraping tool) or similar.
4.5 Terms of payment and price regulations
The sensor solutions require a start-up fee, which include 12 months’ subscription except otherwise instructed. The subscription is extended 12 months more, when the first period is up. The prices are available on HD’s web portal and on the Customer’s order of the sensor solution.
All prices are excl. VAT and billed ahead. Bills are due for payment 14 days after its billing date. Late payments are charged with a fee of 100 DKK (14 EURO) apiece with a default interest of 2% for each month or start of month.
HD can regulate the price of subscription with a 4 months’ notice, starting from the following subscription period. The Customer can terminate the subscription cf. item 4.10, if they cannot accept the change.
4.6 Limitation of liability and compensation
Sensor solutions have multiple sources of error, which can influence the process of data. The Customer is therefore responsible for setting up warning and quality mechanisms, to ensure and monitor the data available by the API. The main causes for lost data revolve around automated actions and mechanisms. HD is to no extent responsible for the loss or damage caused by said mechanisms and actions.
HD disclaim any and all responsibility for direct and indirect loss or damage, including consequential damage of defective or lost data caused by APIs or operational obstructions breakdowns to HD’s digital data portal, as well as other services provided by HD. The exemption of liability includes any form of product liability as well.
HD’s total liability for damages can at no time exceed the amount which HD in the 12 months before the time of damage, has received by the Customer in payment of said sensor solution that caused the damage.
4.7 Force majeure
One party cannot be held responsible to the damage or loss the other party might suffer directly or indirectly from a delay or cancellation due to force majeure situations. Said situation can include war, mobilization, terror attacks, natural catastrophes, strike, lockout, fire, flooding, external water damage, extreme weather conditions, import and export restrictions, virus attack, power failure, flaws/breakdown in third party’s phone connection, as well as other circumstances which the party could not within reason have prepared for or prevented.
The Customer can cancel the subscription, in case a force majeure situation has gone on for more than 30 days and HD is obligated to return the related cost of the remaining subscription within 30 days of the cancellation.
4.8 Anticipatory breach
HD can legitimately stop the Customer’s access to their measuring data, in case the Customer has neglected payment by the due date. Access will be reestablished once the due amount(s) has been paid.
In case of significant anticipatory breach, the non-breaching party can terminate the subscription with a 14 days’ warning, if the anticipatory breach is not remedied beforehand. Unauthorized access to HD’s systems or violating item 4.3. and 4.4 are considered significant anticipatory breach, which terminates the subscription without warning.
A relational amount must be returned, if the Customer terminates the subscription. The Customer must pay the subscription’s cost until the time at which the Customer could have terminated it, if HD is the terminating party cf. item 4.10.
HD retain the rights to convey present terms and conditions to a third party according to the terms and conditions. The Customer cannot convey present terms and conditions to a third party according to the terms and conditions without HD’s preceding approval and then only with the continued use of said terms and conditions.
4.10 Duration and Termination
Subscriptions are not terminatable to any party in the subscriptions’ period. Afterwards, the subscriptions can be terminated with a 3 months’ written warning. A relational amount of the subscription’s cost will be returned, if the termination warning expires during a subscription period.
4.11 Applicable law and venue
Any dispute that might erupt from present terms and conditions, or from the Customer’s use of the sensor solution, is settled according to Danish law at Viborg court’s first authority.
Viborg, November 2nd, 2018