Terms of service

1. CLIMIFY provides an online solution for easy control and monitoring of indoor environment. CLIMIFY grants Customer a non-transferable and non-exclusive right to use the Services subject to the terms and conditions set out in this Agreement and Customer's payment of all applicable fees under the Agreement.
2. Customer may only use the Services for Customer's business purposes in accordance with these Terms of Service and the Documentation. Customer may not decompile, modify, reverse engineer, or create derivative works of the Services.
3. Customer agrees not to transfer, sublicense, lease, lend, or in any other way make available the Services in whole or in part to any third party. Subject to an adjusted Fee, Customer may, however, make available the Services to third parties managing locations registered by Customer. Customer is responsible for such third party's compliance with these Terms of Service.
4. The Services, or any data contained therein, is not intended to be used as the basis for, or as a component of, monitoring employees and employee behaviour. The Services are only to be used for the purpose of controlling and monitoring the indoor climate of Customer and CLIMIFY will not be liable for any use of the Services outside this scope of intended use.

The Services are partially comprised of certain open-source software components as set out in the Documentation, which is subject to the terms and conditions of the respective open-source license agreements.

1. The Services include provision of an online solution for easy monitoring and control of the indoor environment by processing indoor climate data from Customer's owned IoT devices, and, where available, from buildings' management systems and occupants' feedbacks.
2. Customer may upgrade the scope of the Services. A new Purchase Order will be sent to Customer upon confirmation. The corresponding changes to the Fees shall accrue from the date thereof.
3. Customer accepts that CLIMIFY makes Updates. CLIMIFY shall inform Customer of major Updates. CLIMIFY is not obligated to provide or procure any Updates, except such Updates necessary to keep the Services in an operational state.

1. Each individual Authorised User will upon request be provided with an authentication for the Services only to be used by that individual. Customer is responsible for the users' authentications and all activity carried out in relation to the users' accounts, including any potential use by third parties that take place through the users' accounts. Customer and the users must keep authentications confidential, and Customer undertakes to immediately shut down accounts of users who are no longer Authorised Users. Customer must notify CLIMIFY immediately in case of any possible misuse of authentications or any security incident related to the Services.
2. When using the Services, each individual Authorised User shall have such user rights as designated by Customer. Customer is obliged to control which of its employees have access to the Services.
3. Authorised Users shall have access only to their own data by default. Authorized Users who are granted admin user rights shall have access to other Authorised Users' data.

1. To use the Services, running the latest version of a common, generally approved operating system is required, i.e. Microsoft Windows, Mac OS, iOS, Linux, and Google Android. Further technical requirements may be set out in the Documentation.
2. The Services are accessed through a web browser. To use the Services, running the latest version of a common, generally approved web browser is required, i.e. Edge, Firefox, Chrome, or Safari.

1. CLIMIFY shall provide the Services in accordance with the service description provided in the Documentation.
2. Customer is aware of and accepts that planned, as well as unplanned, downtime can occur and that CLIMIFY does not guarantee a specific uptime, operational stability, response time, or performance. Should downtime occur, the CLIMIFY server will not receive live stream data from Customer to provide the Services. If data is not stored by Customer, data generated during downtime will not be recoverable by CLIMIFY. CLIMIFY strives to avoid downtime.

1. CLIMIFY shall provide support for all service requests regarding the Services. CLIMIFY is responsible for the life-cycle management of all error categorization and Support as well as service requests and for keeping Customer informed of progress and advising on workarounds.
2. All communication regarding Support and maintenance shall take place via CLIMIFY's support email at info@climify.com or via the support chat available on the website www.climify.com.
3. CLIMIFY offers Customer 5 hours of onboarding services free of charge as part of the first Purchase Order. Onboarding services above 5 hours are subject to separate payment.
4. CLIMIFY offers to add support for new sensors not yet supported by the service for the Customer against separate payment.

1. Customer shall follow all reasonable directions given by CLIMIFY in respect of use of the Services. Customer shall cover any additional costs of CLIMIFY incurred by Customer not fulfilling its obligations
2. Customer shall make sure sensors, actuators and gateways are connected, powered and transmit to the network server. Customer is responsible for pushing data from the sensors to the gateways and network servers and for CLIMIFY's access thereto.
3. Customer is responsible for configurating sensors to the gateways. CLIMIFY offers to configurate the sensors for the Customer against separate payment.

CLIMIFY's Support, maintenance, back-up and recovery services do not cover the following or in the following situations:

• Hardware, software, or other components which are not part of the Services, including Customer's sensors;
• Errors or problems caused by or contributed to by hardware, batteries, software, network connection or other components which are not prov
• Errors or problems caused by Customer or an end user not following the instructions and recommendations from CLIMIFY;
• If Customer has rejected the implementation of any Update;
• Errors or problems caused by third parties not acting on behalf of CLIMIFY; or
• Customer not fulfilling its obligations in this Agreement, including as set out in Clause 8 (Customer Obligations).

1. The fees are specified in the Purchase Order.
2. All fees are exclusive of VAT and other applicable taxes which shall be paid by Customer.
3. Fees are based on the number of rooms registered by Customer. Customer may on average set up maximum 10 sensors per room. If the average number of sensors in Customer's rooms exceeds 10, Customer will be invoiced for additional rooms until the average number of sensors per room is 10 or below.
4. If not otherwise agreed in the Purchase Order, CLIMIFY shall be entitled to invoice Customer yearly in advance. All invoices issued by Customer shall be paid within 30 (thirty) days from the date of the invoice.
5. Late payments will incur interest at a rate of 2% (two per cent) per month until payment is received.
6. If not otherwise agreed, the fees shall be subject to indexation every year on 1 January in accordance with changes in the preceding year (from 1 April to 1 April) in the Danish net price index for services (currently, price index number 13.2, available on www.statistikbanken.dk/pris6). If the change in the index is negative, no adjustment will be made.
7. CLIMIFY may change the applicable fees from time to time by giving Customer thirty (30) days' notice. Customer will have thirty (30) calendar days from the notification date to object to the change in writing to CLIMIFY. Such objection will entitle the Customer to terminate the Agreement with effect thirty (30) days from the date of the termination notice.

1. Each Party shall maintain confidentiality of the other Party's confidential information. In particular, Customer shall keep the terms of this Agreement, any deliveries, and all other information obtained by Customer, its employees or advisors in connection with this Agreement confidential.
2. Customer may provide access to the Services or the Agreement to a third-party providing services to Customer, provided such third party to whom the information is disclosed is made aware of the confidentiality obligations under this Agreement and provided Customer imposes similar confidentiality obligations on such third party. Customer shall be liable for any misappropriation or disclosure of any of the materials set out above by such third party in breach of this Agreement.
3. Upon termination of this Agreement, for whatever reason, the Parties shall immediately return or irrevocably delete all documents or other materials, which have been received from the other Party, except materials that in accordance with statutory requirements must be maintained for archiving purposes or personal data subject to the Data Processing Agreement in Schedule 1. Upon the other Party's request, each Party shall confirm the deletion in a written statement to the other party.
4. CLIMIFY shall not in any way be restricted from using any general and specific knowledge and knowhow obtained from Customer.

1. Customer data is stored via the Services is the property of Customer.
2. CLIMIFY is entitled to process Customer's data for the purpose of Customer's use of the Services.
3. Each Party shall retain ownership to its own or its licensors' intellectual property rights. Customer shall indemnify and hold CLIMIFY harmless from any claim that Customer data infringes third party intellectual property rights or infringes applicable law.
4. Customer is responsible for downloading and storing Customer data itself. Upon request, Customer is entitled to (i) receive a copy of Customer's data in a standard industry format defined by CLIMIFY or (ii) have CLIMIFY delete Customer's data. Customer is to pay CLIMIFY to do so. CLIMIFY will only store and make available data going back 5 years.
5. CLIMIFY shall protect any Customer data, including personal data and any data confidential in nature in accordance with Clause 11 (Confidentiality) and in accordance with the Data Processing Agreement in Schedule 1.
6. Irrespective of Clause 11 (Confidentiality) and this Clause 12, CLIMIFY may use Customer data (excluding personal data) for the purposes of improving the Services or other of CLIMIFY offerings. No personal data is processed by CLIMIFY in pursuit of CLIMIFY's purposes.
7. Notwithstanding Clause 11.3 and 12.4, CLIMIFY shall be entitled to keep anonymised data which have been generated through Customer's use of the Services, including questions asked and answers given.

1. Customer shall comply with applicable data protection law and shall be considered data controller for any personal data processed under this Agreement.
2. Any processing of personal data carried out by CLIMIFY on behalf of Customer is done solely pursu^Bant to Customer's instructions. The Parties have agreed on the Data Processing Agreement in Sched^Bule 1, which stipulates the rights and obligations of the Parties regarding processing of personal data.

1. CLIMIFY shall not be liable for any of the following losses or damage (whether such losses or damage were foreseeable, known or otherwise):
   • Loss of revenue or any other loss of business;
   • Loss of actual or anticipated profit;
   • Damage or corruption to or loss of data or programmes and any consequences of not having access to data or programmes;
   • Damage or corruption to or loss of data or programmes and any consequences of not having access to data or programmes;
   • Loss of goodwill;
   • Loss of data;
   • Loss of anticipated savings;
   • Business interruption;
   • Subject to Clauses 15.2-15.7 any loss related to third party claims of whichever nature, including claims related to the delay of implementation or upgrading projects; or
   • Any indirect, special, or consequential loss.
2. The total aggregate liability of CLIMIFY in any one calendar year under this Agreement, including by way of tort and indemnity in any form, shall in no event exceed the Fees paid in the 12 months leading up to such liability event

1. Any CLIMIFY IP Rights shall remain solely with CLIMIFY.
2. If a third-party claim that CLIMIFY or the Services infringe third party rights, Customer shall immediately inform CLIMIFY in writing and CLIMIFY shall take over the defence of the claim. CLIMIFY shall at its cost have full control of any proceedings arising out of any infringement of third-party rights. Customer may not make any admission as to liability and shall not agree to any settlement or compromise any action without the prior written consent of CLIMIFY. Customer shall give CLIMIFY all reasonable assistance in respect of any such proceedings.
3. CLIMIFY agrees to indemnify Customer against any damages and costs imposed on Customer by a court of competent jurisdiction or any settlement sum approved by CLIMIFY as a result of a claim by a third party that the use by Customer of the Services in accordance with the terms of this Agreement infringes the intellectual property rights of that third party, provided that such indemnity shall only apply if and to the extent that Customer has not been provided with a work around solution or an alternative license obtained by CLIMIFY from such third party.
4. If CLIMIFY cannot on commercially reasonable terms provide a work around or an alternative license, then CLIMIFY can terminate the Agreement with respect to the affected parts of the Services (as relevant). Customer shall refrain from using the affected parts of the Services and CLIMIFY shall not charge further on-going fees to the affected parts of the Services.
5. The foregoing rights of Customer shall be the sole remedies available to Customer in the event of third-party infringement claims.
6. CLIMIFY shall not be liable for indemnifying Customer for any costs or damages if the infringement claim (i) is based on the use of an amendment, change, or modification made to the Services by any person other than CLIMIFY or any supplier to CLIMIFY; (ii) is based on a combination of the Services with other systems not provided by CLIMIFY; (iii) if the Services are not being used in accordance with the Documentation; or (iv) if the alleged infringement would have been avoided or otherwise eliminated by the use of an Update which Customer has rejected.
7. If Customer becomes aware of any infringement or potential infringement of CLIMIFY IP Rights, it shall promptly notify CLIMIFY in writing.

1. The Agreement remains in effect one (1) year from the date of the Purchase Order. The Agreement is automatically renewed for a one (1) year-period each year until Customer terminates the Agreement with effect on the last day of such a one (1) year-period by giving three (3) months' written notice.
2. CLIMIFY may terminate the Agreement with effect on the last day of a month by giving three (3) months' written notice.
3. If Customer or CLIMIFY is in material breach of any of its obligations under this Agreement and such breach is not remedied within thirty (30) days after the receipt of a written notice hereof, or if the breach is not curable, the non-breaching party shall without further notice, be entitled to terminate the Agreement with immediate effect.
4. In case of termination of this Agreement, irrespective of the reason therefore, Customer shall immediately cease any use of the Services and be under an obligation to return all material related hereto to CLIMIFY, including Documentation. In case of termination due to Customer's material default, Customer shall not be entitled to receive repayment of any of the payments made under the Agreement.
5. All obligations of the Parties under Clauses 15 (Intellectual Property Rights) and 11 (Confidentiality) shall survive the termination of the license granted under this Agreement in addition to those Clauses that in accordance with their content are of a surviving nature.

1. CLIMIFY may change these Terms of Service or the Data Processing Agreement in Schedule 1 from time to time. The current version of these Terms of Service and the Data Processing Agreement in Schedule 1 are available on CLIMIFY's website at climify.com/tos and climify.com/dpa. CLIMIFY will notify Customer directly of all material changes with reasonable notice (in no event less than one (1) month). If such material changes have material adverse effects for Customer, Customer will have thirty (30) calendar days from the notification date to object to the change in writing to CLIMIFY. The objection of the Customer must be well-founded. Such objection will entitle the Customer to terminate the Agreement with effect from the date of the material changes. Absence of any objections from Customer shall be deemed a consent to the change.
2. CLIMIFY shall notify Customer regarding developments, which could significantly impede CLIMIFY's current or future ability to provide the Services.

1. CLIMIFY shall be responsible for its use of any subcontractors, as if CLIMIFY had performed such services itself.
2. Entering into this Agreement, CLIMIFY makes use of the subcontractors set out in the Documentation, which Customer hereby approves. Customer accepts the standard terms of the chosen subcontractor for underlying cloud infrastructure in effect from time to time.
3. Irrespective of the above, CLIMIFY may freely perform further outsourcing or chain outsourcing of services.

CLIMIFY agrees to comply with laws, regulatory requirements, and guidelines applicable to it as a service provider during this Agreement.

Neither Party shall be liable for failure or delay in performance of its responsibilities hereunder when such failure or delay is caused by wars, riots, uprisings, general strikes or labour disturbances, fire, flooding, natural disasters, monetary restrictions, trade embargoes, epidemics, transportation delays, interruption or breakdown in energy or internet supplies, compliance with the laws, acts, orders, rules, or regulations of any Government body, or any other cause whether or not similar to those specified herein, beyond the reasonable control of the said Party.

1. CLIMIFY reserves the right to transfer its rights and obligations under this Agreement to another party, provided: (i) that such party is controlling, controlled by, or under common control with CLIMIFY; or (ii) that transfer is made to a third party in connection with a bona fide transfer of all or a part of CLIMIFY's business.
2. Customer shall be entitled to assign its rights and obligations under this Agreement to another party, provided that such party is controlling, controlled by, or under common control with the Customer.

CLIMIFY shall have the right to use Customer as a reference, e.g. on its website, in press communications, and other marketing material, including case stories.

1. This Agreement shall be governed and construed in accordance with the laws of Denmark applied without giving effect to the UN Convention on Contracts for the International Sale of Goods and any conflict of law principles.
2. If the Parties do not succeed in solving a dispute amicably, the dispute shall be settled by the City Court of Copenhagen of first instance, unless the dispute according to Danish law must be settled by the Copenhagen Maritime and Commercial Court as the court of first instance.

The invalidity or unenforceability of any term or any part of any term of, or any right arising pursuant to, this Agreement shall not affect the validity or enforceability of any other terms or rights or the remainder of any such term or right which shall continue in full force and effect except for any such invalid or unenforceable provision or part thereof.

This Agreement constitutes the entire agreement and supersedes any previous agreements between the Parties relating to its subject matter. In the event of a conflict between terms of the Agreement, specific deviations expressly stated in the Purchase Order shall take precedence over these Terms of Service.