Terms & Conditions
Terms and Conditions of Purchase and Use
Company Details
Aguardio ApS
CVR: 38512048
c/o The Spring
Hasselager Allé 8
8260 Viby J
Denmark
www.aguardio.com
General Terms and Conditions
1. DEFINITIONS
1.1. In these Terms of Sale the following expressions have the following meanings:
1.2. “Aguardio” means Aguardio ApS (Danish Business Registration No. (CVR) 38512048) with an address for business purposes at Hasselager Allé 8, 8260 Viby J, Denmark.
1.3. “Data” and “Data Use License” is defined in Clause 11.
1.4. “Data Subject” means a physical person using such water-using facilities where one or more Sensors are installed and connected.
1.5. “End-User” means the final owner of the Sensor.
1.6. “Products, spare parts and/or services” means the products, spare parts and/or services to be supplied by Aguardio.
1.7. “Sensor Data” means any data collected by the product at the installation site.
1.8. “Terms” means the terms set out in this document together with any additional terms agreed in writing.
1.9. “Contract” means the contract for the supply of the Products, spare parts and/or services incorporating these Terms.
2. Responsibility
2.1. Aguardio ApS commits to perform the Contract in accordance with the principles of the UN Global Compact Initiative. Hence, Aguardio will support and respect the protection of internationally proclaimed human rights and ensure that Aguardio is not complicit in human rights abuses.
2.2. Aguardio will also uphold work to the freedom of association and the effective recognition of the right to collective bargaining, support the elimination of all forms of forced and compulsory labour, and support the effective abolition of child labour and the elimination of discrimination in respect of employment and occupation.
2.3. Furthermore, Aguardio will approach to environmental challenges with precaution, undertake initiatives to promote greater environmental responsibility, and encourage the development and diffusion of environmentally friendly technologies. Finally, Aguardio will work against corruption in all its forms including extortion and bribery.
3. NATURE OF CONTRACT
3.1. These Terms exclude any other terms and conditions, including any contained in a purchase order, confirmation of purchase order, specification or other document, unless explicitly agreed and accepted by Aguardio.
3.2. These Terms constitute the entire agreement between Customer and Aguardio. Any use of Aguardio’s solutions is equal to actively accepting these terms of use.
3.3. Any quotation given by Aguardio is valid for a period of 30 days from the date of its issue unless stated otherwise in the quotation.
3.4. Any purchase order issued by Customer is subject to acceptance by Aguardio.
3.5. No purchase order or accepted quotation submitted by Customer shall be deemed to be accepted by Aguardio until confirmed in writing. Purchase orders and quotations submitted by Customer shall be deemed to be accepted by Aguardio in case Aguardio does not send a confirmation within 7 days after receiving the purchase orders and quotations from the Customer.
3.6. Each purchase order or accepted quotation for Products, spare parts and/or services by Customer from Aguardio shall be deemed to be an offer by Customer to buy the Products, spare parts and/or services subject to these Terms.
4. PRICE
4.1. The price of the Products, spare parts and/or services shall be Aguardio’s quoted price or the list price at the time of acceptance of order.
4.2. Unless otherwise stated all prices quoted are as delivered ex works, exclusive of VAT, and all costs or fees in relation to packaging, loading, unloading, carriage and insurance, which are to be paid by Customer in addition when Customer is due to pay for the Products, spare parts and/or services.
5. Price increase
5.1. Aguardio may increase the list price of its Products, spare parts and/or services upon a 30 day notice.
5.2. Prior to delivery, Aguardio may at any time to increase the price without notice to take into account any change in delivery dates, quantities or specification for the Products, spare parts and/or services which is requested by Customer or any other increase in cost to Aguardio for any reason beyond Aguardio’s control.
5.3. Aguardio may increase the agreed price of the Data Use License upon a 30 day notice if nothing else has been agreed.
6. DePOSIT
6.1. Aguardio may require a deposit from Customer of a proportion of the price to be paid. Aguardio shall be entitled to retain this deposit in partial payment of any sums due.
7. PAYMENT
7.1. The price shall be due and payable by Customer not later than 30 days from invoice date if nothing else has been agreed.
7.2. The Data Use License shall be due and payable as agreed in the Contract.
7.3. If payments by credit card or otherwise incur a handling fee or other charge Aguardio may recover this sum from Customer.
7.4. Without prejudice to any other right or remedy available to Aguardio, if Customer fails to make any payment on the due date Aguardio may (a) rescind the Contract or suspend any further deliveries of the Products, spare parts and/or services, or (b) demand security for payment; (c) charge Customer interest at 2 per cent per month on the amount unpaid, such interest being deemed to accrue on a day to day basis from the due date for payment until payment in full is made; and/or (d) suspend Aguardio’s performance of all or any of Aguardio’s contractual obligations under or in connection with any other contract with Customer.
7.5. Customer shall have no right to off-set against any sums due to Aguardio the amount of any claim which Customer may have against Aguardio.
8. DELIVERY OF THE Products, spare parts and/or services AND THE BUYER’S TRANSPORT COSTS
8.1. Delivery of the Products, spare parts and/or services will be deemed to have been effected when the Products, spare parts and/or services leave Aguardio’s premises whether the products, spare parts and/or services have been collected by Customer or on Customer’s behalf or the Products, spare parts and/or services have been delivered to Customer by Aguardio or on Aguardio’s behalf.
8.2. The Products, spare parts and/or services may be delivered before the quoted delivery date upon giving reasonable notice to Customer and part deliveries are allowed.
8.3. If Customer fails to take delivery of the Products, spare parts and/or services then, without prejudice to any other right or remedy available to Aguardio, Aguardio may (a) store the Products, spare parts and/or services until actual delivery and charge Customer for the reasonable costs incurred awaiting delivery (including storage and insurance); or (b) sell the Products, spare parts and/or services at a reasonably obtainable price and (after deducting all reasonable costs incurred including storage, insurance and selling expenses) account to Customer for any excess over the price already paid by Customer under the Contract or charge Customer for any shortfall below the price payable by Customer under the Contract.
8.4. Aguardio shall be under no liability for any shortage or defect in the Products, spare parts and/or services at the time of delivery that would be apparent on careful inspection (whether or not such inspection has been carried out).
8.5. In any event Aguardio will not be liable if no written complaint is delivered to Aguardio later than 8 working days of delivery detailing the alleged shortage or defect.
9. LEGAL TITLE
9.1. The Products or spare parts shall remain the property of the Aguardio until paid for in full.
10. USAGE
10.1. Products, spare parts and/or services are designed for indoor use in wet environments within the European Economic Area (EEA) and the United Kingdom.
10.2. Aguardio is not liable for any loss or damage from other usage or from any usage outside the European Economic Area (EEA) and the United Kingdom.
11. Data Use License to access digital information on the end-users’ usage of the Products and/or Services both for purchase, and for loan of Aguardio’s DEVICES OR products
11.1. The Data Use License will give the Customer a limited and non-exclusive right and license to use (“Access”) digital information (“Data”) on the end-users’ and data subjects’ usage of the Products and/or Services, as consolidated data.
11.2. Customer confirms to never scan a QR code in the private household of a tenant/user or to otherwise access direct data, where such an access encompasses a person.
11.3. Customer is obligated to reset the product when changes occur that has impact on the data processing, such as changing of tenant agreement.
11.4. Data is stored with the purpose of providing documentation as to whether the consolidated data is correct according to Aguardio’s Privacy Policy.
11.5. Aguardio owns and retains all rights in the Data. The Data may contain copyrighted material and other proprietary information of Aguardio and its licensors. Aguardio does not warrant or have any liability or responsibility for any Data, unless it follows by law.
11.6. Aguardio cannot be held responsible toward end user unless by law.
11.7. Customer must keep passwords private and protect the Data with the same level of security measures that Customer uses to protect own data but no less than reasonable measures.
11.8. Aguardio may update the Access without warning. Customer’s rights and obligations under the Data Use License may be modified from time to time. In case of material modification, Aguardio will post a notice on the Aguardio website by email. Access of the website and use of the Data upon modification shall imply Customer’s acceptance of such modification.
11.9. The Data Use License is paid for by a non-refundable fee (“Fee”).
11.10. Not needing measures to renew the Data Use License from time to time, the Data Use License will give access to the Data until either party notifies the other party with a 30 days’ notice that the License will not be renewed for a subsequent subscription period. In case of non-renewal and/or Termination of the Agreement, the Customer will not be able to access the Data.
11.11. The use of Aguardio products and solutions with data access, means acceptance to receive support messages, notifications and e-mails that are essential to functionality. This does not include marketing, but includes important system updates and news in Aguardio HUB which are essential for the use of the solution, including invitation to webinars relating to Aguardio HUB.
12. DEFECTs
12.1. Aguardio shall remedy any defect in the Products, spare parts and/or services resulting from faulty design, materials or workmanship within reasonable time, or send another Product, spare part and/or service to the Customer.
13. WaRRANTY
13.1. Products, spare parts and/or services are free from defect in the Products, spare parts and/or services resulting from faulty design, materials or workmanship which appear within a period of one year from the date of delivery.
13.2. For parts, which have been repaired or replaced Aguardio shall have the same liability for defects as for the original goods for a period of one year.
13.3. Transport for repair or replacement purposes shall be at the Customer’s risk and expense. If covered by the Warranty, transport to the Customer shall be at Aguardio’s risk and expense.
14. LIABILITY
14.1. Aguardio shall be liable for its Products, spare parts and/or services according to the laws of Denmark with the following precisions; however, Aguardio’s liability shall in any event be limited to the transaction value of the products, spare parts and/or services relevant to such liability.
14.2. Aguardio’s liability for death or personal injury caused by Aguardio’s negligence or breach of statutory liability shall not be excluded or limited.
14.3. Aguardio will be under no liability to Customer for any consequential loss or damage of any kind however caused whether financial loss, loss of profit or use or opportunity or otherwise unless caused by gross negligence on the part of Aguardio.
15. intellectual property rights; NO REVERSE ENGINEERING
15.1. Aguardio owns and retains all intellectual property rights in and to Products, spare parts and/or services as well as Data including patents and designs, trademarks, copyrights and trade secrets.
15.2. In case Products or spare parts infringes any third party rights, Aguadio shall at its own expense (a) legally ensure the Customer rightful usage of the Products, spare parts and/or services and/or Data, or (b) buy back the Products, spare parts and/or services at the agreed net price reduced with 50 pct per year since delivery took place.
15.3. Customer waives all other rights pertaining to intellectual property rights infringements.
15.4. The Customer shall not, and shall not help others, reverse engineer Products, spare parts and/or services or Data.
15.5. The Customer shall not sell or otherwise transfer Data to third parties.
16. FORCE MAJEURE
16.1. Aguardio shall not be liable to Customer or deemed to be in breach of the Contract by failure to perform or any delay in performing any of Aguardio’s obligations in relation to the Products, spare parts and/or services or Data arising from any cause beyond Aguardio’s reasonable control.
16.2. If unable to perform Aguardio’s obligations due to a cause beyond Aguardio’s reasonable control Aguardio shall give Customer written notice of this fact as soon as reasonably practicable.
16.3. If Aguardio’s inability to perform Aguardio’s obligations under the Contract due to a cause beyond Aguardio’s reasonable control continues for six months after Customer receives Aguardio’s notice then either Customer or Aguardio may give written notice to the other to terminate any unperformed element of the Contract without liability.
17. SALES PROMOTION DOCUMENTS AND SPECIFICATIONS
17.1. Aguardio reserves the right to make changes in the specifications of the Products, spare parts and/or services or Data and/or the design of or material used in the Products, spare parts and/or services or Data as may be required to conform with any applicable safety or other statutory requirements or which in Aguardio’s opinion will be an improvement to the Products, spare parts and/or services or Data, or which do not materially affect their quality or performance or which are otherwise required due to any cause beyond Aguardio’s reasonable control.
17.2. Whilst Aguardio sets out to take every precaution in the preparation of Aguardio’s catalogues, illustrations, drawings and other technical literature these documents are for Customer’s general guidance only.
17.3. No dimensions, details, statements or other particulars contained in them shall constitute representations by Aguardio.
18. TERMINATION AND SUSPENSION OF THE CONTRACT
18.1. Aguardio shall be entitled by notice in writing to Customer to terminate the Contract if Customer fails to remedy any breach of the Contract within 14 days of notice of such breach.
18.2. Aguardio shall be entitled to immediately terminate the Contract or suspend any further deliveries of Products, spare parts and/or services under the Contract without liability to Customer if Customer cease, or threaten to cease, to carry on business or fail to make payments as they fall due.
18.3. Aguardio shall be entitled to immediately suspend Aguardio’s performance of the Contract upon any breach of the Contract by Customer until such breach is remedied to Aguardio’s satisfaction.
19. confidentiality
19.1. Aguardio and Customer shall take all steps which are reasonable to safeguard the confidentiality of offers and contracts, and proprietary rights to confidential information (“Confidential Information”) of the other party which may be disclosed hereunder (including, but not limited to, technical specifications, customer data) (but excluding aggregated and anonymized data).
19.2. Particular Confidentiality shall be safeguarded with regard to data regarding end-users and/or data subjects.
19.3. Without the prior written consent of the other party, Aguardio and Customer shall refrain from (a) using such Confidential Information for its own benefit or the benefit of any third party except for purposes provided for in these Terms, and from (b) disclosing such Confidential Information to any third party.
19.4. This shall not apply to restrict the disclosure of information which (i) is publicly known in its complied form at the time of its disclosure to a party, (b) is lawfully received by a party from a third party not bound in a confidential relationship to Aguardio or Customer, or (c) was already known by Aguardio or Customer before entering into the Contract.
19.5. This provision shall survive termination of this Agreement for an indefinite period.
20. NOTICES
20.1. Any notice to be given or required or permitted to be given by either party to the other under the Contract or these Terms shall be in writing and shall be deemed to have been duly given if sent or delivered to the party concerned at its registered office.
21. Assignment
21.1. Customer may not assign the Contract or any of Customer’s rights or obligations under the Contract without Aguardio’s prior consent in writing. Aguardio may assign part or whole of a Contract to any of Aguardio’s group companies or member of Aguardio’s dealer network.
22. LAW
22.1. Irrespective of where the Products, spare parts and/or services are delivered the validity, construction and performance of the Contract and these Terms shall be governed by Danish Law with the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
23. Venue
23.1. Customer agrees to submit to the exclusive jurisdiction of the Courts of the Kingdom of Denmark.
Updated 04.2024