Climify - Terms of service
In these Terms of Service, defined terms shall have the meaning set out below:
- Agreement means the Purchase Order, these Terms of Service and the appended Data
Agreement as well as any Customer-specific supplementary agreement.
- Authorised Users means the users or groups of users authorised by CLIMIFY to make
of the Services
as set out in the Purchase Order.
- Clause means the clauses of these Terms of Service.
- CLIMIFY means CLIMIFY ApS.
- CLIMIFY IP Rights means copyrights, designs, patents, trademark rights, any other
proprietary intellectual property rights, and know-how to the Services including the
software, any Updates, and the Documentation.
- Customer means the legal entity specified as such in the Purchase Order.
- Deliverables means any applications, widgets, extensions or other software and
thereto delivered by CLIMIFY as part of the Services.
- Documentation means the description of the Services, Support contact details, and
technical prerequisites as set out in a dedicated webpage provided by CLIMIFY and as
amended by CLIMIFY from
time to time.
- Fees means the annual fees for the applicable Services payable throughout the
- Party means Customer or CLIMIFY, respectively, and Parties means Customer and
- Purchase Order means the purchase order sent to Customer based on the order made by
- Services means the software-as-a-service available at www.climify.com, including
Support, maintenance, and underlying application server infrastructure provided by
CLIMIFY in accordance with these
Terms of Service and the Purchase Order.
- Schedule means a schedule to the Agreement.
- Support means the software support operated and made available by CLIMIFY as
Clause 7 (Support).
- Terms of Service means these CLIMIFY Terms of Service.
- Update means software or patches, fixes, and/or enhancements to the software
created and released by CLIMIFY as part of the Services.
USE OF THE SERVICES
- 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
- 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.
- 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.
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.
LICENSING OF THIRD-PARTY SOFTWARE
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
SCOPE OF SERVICES
- 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.
- 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.
- 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.
- 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
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.
- 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.
- 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.
ACCESS TO THE SERVICES
- 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.
- 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.
- CLIMIFY shall provide the Services in accordance with the service
description provided in the Documentation.
- 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.
- 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.
- All communication regarding Support and maintenance shall take place via
CLIMIFY's support email
at firstname.lastname@example.org or via the support chat available on the website
- 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.
- CLIMIFY offers to add support for new sensors not yet supported by the
service for the Customer
against separate payment.
- 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
- 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.
- 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
- 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;
- Customer not fulfilling its obligations in this Agreement, including as set
out in Clause 8 (Customer Obligations).
PRICE AND PAYMENT
- The fees are specified in the Purchase Order.
- All fees are exclusive of VAT and other applicable taxes which shall be paid
- 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
- 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
- Late payments will incur interest at a rate of 2% (two per cent) per month
until payment is received.
- 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.
- 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
- 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
- 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
- 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.
- CLIMIFY shall not in any way be restricted from using any general and
knowledge and knowhow obtained from Customer.
- Customer data is stored via the Services is the property of Customer.
- CLIMIFY is entitled to process Customer's data for the purpose of Customer's
use of the Services.
- 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.
- 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.
- 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.
- 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.
- 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.
- Customer shall comply with applicable data protection law and shall be
considered data controller
for any personal data processed under this Agreement.
- Any processing of personal data carried out by CLIMIFY on behalf of Customer
is done solely pursuant to Customer's instructions. The Parties have agreed
on the Data Processing Agreement in Schedule 1, which stipulates the rights
and obligations of the Parties regarding processing of personal
LIMITATION AND EXCLUSION OF LIABILITY
- 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;
- Any indirect, special, or consequential loss.
- 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
INTELLECTUAL PROPERTY RIGHTS
- Any CLIMIFY IP Rights shall remain solely with CLIMIFY.
- 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.
- 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.
- 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.
- The foregoing rights of Customer shall be the sole remedies available to
Customer in the event of
third-party infringement claims.
- 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.
- If Customer becomes aware of any infringement or potential infringement of
CLIMIFY IP Rights, it
shall promptly notify CLIMIFY in writing.
TERM AND TERMINATION
- 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.
- CLIMIFY may terminate the Agreement with effect on the last day of a month
by giving three (3)
months' written notice.
- 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.
- 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.
- 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.
NOTIFICATION OF CHANGES
- 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.
- CLIMIFY shall notify Customer regarding developments, which could
significantly impede CLIMIFY's
current or future ability to provide the Services.
USE OF SUBCONTRACTORS
- CLIMIFY shall be responsible for its use of any subcontractors, as if
CLIMIFY had performed such services itself.
- 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.
- Irrespective of the above, CLIMIFY may freely perform further outsourcing or
chain outsourcing of
COMPLIANCE WITH LAW AND POLICIES
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
when such failure or delay is caused by wars, riots, uprisings, general strikes or
fire, flooding, natural disasters, monetary restrictions, trade embargoes,
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.
- 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.
- 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.
GOVERNING LAW AND JURISDICTION
- 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.
- 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
these Terms of Service.