1. Parties to the Agreement

This Agreement regarding the use of Ento Labs ApS’ energy optimization platform (“the Platform”) is made by and between

Ento Labs ApS
Jægergårdsgade 97, st.
8000 Århus C
Danmark
Cvr. Nr. 40184120

hereinafter referred to as “Ento Labs”

and

you, the user of the Platform (“the User”)

2. Definitions‍

2.1 The User

In the following and in these Terms, “the User” shall be defined as:

1. Any person, company or organization using the Platform
2. Direct customers of Ento Labs who have purchased the Service directly from Ento Labs and who have shared their data directly with Ento Labs (also mentioned as “Direct Customer”)
3. Companies who have access to the Service through a customer relationship with one of Ento Labs’ partners and who have shared their data directly with Ento Labs (also mentioned as “Direct Customer”)
4. Ento Labs’ partners who have been given access to specific customer data on the platform (also mentioned as “Limited User”)
5. Third parties who have been given specific access to a customer’s data by the Direct Customer (also mentioned as “Limited User”)

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2.2 The Direct Customer’s data

In order for Ento Labs to provide its Service via the Platform, the User must consent to Ento Labs collecting energy data from all relevant sources including but not limited to datahub, utility company, energy management system, API, database or other service provider (“Data provider”).

The User assures that the User at any time has the power of attorney to grant Ento Labs the consent to collect the Direct Customer’s data.

The consent granted to Ento Labs to collect the Direct Customer’s data can be revoked according to the Data Provider’s terms applicable at any time.

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2.3 The Service

Ento Labs’ services include:

Access to the Platform, where the Direct Customer’s data is available, provided that consent has been granted to the collection of the Data and/or the User has uploaded or entered Data.

On the Platform the Direct Customer’s Data is analyzed, visualized and benchmarked against the Data of other users, and it is supplemented with external data sources, whereby the User has an overview of energy related conditions and proposals for energy and CO2 savings and optimizations (“Proposals”).

The Platform allows the User to receive status updates on current projects, alerts and notifications (“Updates”).

The Proposals, on the Platform and in the Updates, are based on algorithms and comparison with other similar buildings, installations etc. (“Consumption types”).

Hereafter collectively referred to as “the Service”.

Ento Labs is entitled to implement all changes, updates, additions and limitations etc., which Ento Labs may find relevant or necessary. Such updates, improvements and changes may occur with or without notice and may affect the Service, including information and Data uploaded to or provided by Ento Labs’s Platform.

3. Subscriptions and prices‍

3.1 Subscription types and prices

Ento Labs offers a variation of subscriptions as well as customized consultancy services on an hourly basis. For subscription types and prices, please contact us at sales@ento.ai.

Access to the Platform is delivered on an ongoing basis monthly, quarterly or yearly depending on the chosen subscription and is renewed automatically.

Additions to subscriptions during a billing cycle will be invoiced on a pro rata basis until the next renewal wherafter the updated price will be billed automatically.

Ento Labs may, at its sole discretion and at any time, modify the subscription types and prices.

3.2 Offers

All offers are excluding relevant taxes and only valid by written acceptance within 14 days from the date of the offer. Offers that are not accepted within 14 days of submission will lapse unless otherwise agreed upon in writing.

3.3 Fee changes

Any fee change relating to subscriptions shall become effective at the end of the current billing cycle (monthly, quarterly or yearly depending on the chosen subscription).

Ento Labs shall provide the User with reasonable prior notice of any fee changes in relation to subscriptions to give the User an opportunity to terminate its subscription before the new fees enter into effect.

The User’s continued use of its subscription after the modified fee comes into effect constitutes the User’s agreement to pay said modified subscription fee.

4. Payment‍

4.1 Payment by bank transfer

Payment is completed by bank transfer, and the User must provide Ento Labs with complete, accurate and updated billing and contact information. Ento Labs will then provide you with an invoice.

The time limit for payment is 30 days from the date of invoice.

4.2 Overdue Charges

Ento Labs reserves the right to charge a reminder fee and calculate an interest rate of 1.5 % per month.

5. Data protection and ownership of property

‍5.1 Information regarding the User (“Personal data”)

As part of the User’s use of the Platform, Ento Labs continuously collects information about the User, including contact data, master data, payment data and data regarding the User’s use of Ento Labs’s Platform.

By using Ento Labs’ Service, the User acknowledges that information about it and its employees will be processed by Ento Labs in accordance with our Privacy Policy and Cookie Policy.

5.2 Access to the Direct Customer’s Data

Limited Users may not disclose the Direct Customer’s Data, any results related to the Direct Customer’s data, or any other information about the Direct Customer, which has come to the knowledge of the Limited User through the Platform, to any third party or allow it to be disclosed to any third party without the prior written consent from the Direct Customer.

Ento Labs does not pass on the Direct Customer’s Data to a third party, unless required by law. Se, however, Article 5.7 Usage rights.

5.3 Revocation of consent

The Direct Customer may at any time revoke its consent for Ento Labs to collect the Direct Customer’s Data.

Revocation of the consent to collect the Direct Customer’s Data does not result in the termination of this agreement and the User may not claim that the Platform is deficient in the period after the consent has been revoked and until the expiry of this agreement.

5.4 The Direct Customer’s Data upon revocation of consent and/or termination of the agreement.

When the User revokes the consent to collect Data, Ento Labs refrains from collecting additional Data.

Ento Labs will upon specific request delete Data collected, entered or provided by the User. However, Ento Labs is not obliged to change, clean or in any other way alter the models, algorithms or parameters that the Direct Customer’s Data has helped to train, develop or improve during the term of the agreement.

Data already collected or Data provided or entered by the User and which Ento Labs has not been asked to delete, will continue to be included in Ento Labs’s overall data set, including for the development of Ento Labs’s algorithms, statistics and business, as well as for the purpose of anonymous comparison and benchmarking for other of Ento Labs’s customers.

‍5.5 Ento Labs’ ownership of intellectual property and data

Ento Labs is the exclusive owner of all rights, registered or non-registered in connection to the Service offered, including but not limited to all code that the product is built up around, designs, texts, functionality and overall impression.

The User has the right to use Ento Labs’ Service to the extent and as per the Terms agreed between the User and Ento Labs, including the right to access the relevant data.

Ento Labs keeps and processes the disclosed data and personal data relating to its Service and thus retains the ownership of data relating to the products and remains an independent data controller for personal information which Ento Labs processes in relation to the Service.

5.6 Data uploaded by the User

The User is responsible for any data that it uploads, including its lawfulness, reliability, accuracy, and appropriateness.

The User represents and warrants that Ento Labs’ use of the uploaded data does not violate the data protection and privacy rights, copyrights, or other intellectual property rights, contractual rights or any other rights of any third party.

If any data is unlawful, Ento Labs reserves the right to remove such content from its website without prior notice.

5.7 Usage rights

The User grants to Ento Labs an unlimited, exclusive, worldwide, royalty-free license to use the Direct Customer’s Data (in anonymized form only) for the development of Ento Labs’s algorithms, statistics and business, for the purpose of comparison and benchmarking for other of Ento Labs’s customers as well as for research projects and publication of results.

5.8 Publicity

The User agrees that Ento Labs may identify it as a user of the Service, and in relation thereto grant Ento Labs a royalty-free license to use the User’s trade mark, trade name and/or logo for marketing purposes, e.g., on our website, in sales presentations and general marketing materials, provided that such use is in accordance with good business practice.

6. Limitation of liability and warranty disclaimer

6.1 Proposals and third-party data

Ento Labs assumes no responsibility for the accuracy of the Proposals, including whether these are practically possible, legal or profitable and disclaims all liability arising from negligence or otherwise in respect to the Proposals.

Ento Labs does not guarantee or warrant that the results of using its Service will meet the User’s requirements.

Ento Labs assumes no responsibility for any Data collected from a third party and disclaims all liability arising from negligence or otherwise in respect of such conduct or content by third parties.

6.2 Limitation of liability in relation to programming errors and server crashes

Ento Labs makes reservations for programming errors and server crashes, including with its cloud providers, and cannot be made liable for direct or indirect loss that has happened in connection with the use of Ento Labs’s Platform. Ento Labs is also not liable for hacker attacks, viruses or other forms of force majeure.

Ento Labs is held indemnified for any claim or loss due to product liability, third party loss or liability to third parties to the extent that it originates from the User’s use of Ento Labs’s Platform or the User’s perception or interpretation of the Platform’s Proposal.

Ento Labs strives for the highest possible operational stability, but is not liable for breakdowns or operational disruptions, including operational disruptions caused by factors beyond Ento Labs’s control, including but not limited to power outages, equipment failures, internet connections, telecommunication connections or the like.

In the case of breakdown or disturbances, Ento Labs strives to restore normal operation as soon as possible and without unnecessary delay.

7. Accounts with Ento Labs

7.1 Information on the User’s account

When the User creates an account with Ento Labs, it must provide information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of these terms and conditions, which may result in the suspension or termination of the User’s account.

7.2 User names and intellectual property

The User may not use a username which constitutes:

(i) the name of another person or entity
(ii) a name or trademark that is subject to any rights of another person or entity other than the User without appropriate authorization
(iii) a name that is otherwise offensive, vulgar or obscene.

Failure to comply with the above constitutes a breach of these terms and conditions, which may result in termination of the User’s account.

7.3 Limited accounts

Limited User’s may have limited access to features or specific data. The Limited User’s access is specified by the Direct Customer.

8 Termination and suspension of subscriptions

8.1 Termination by the User

The User can terminate its subscription at any time in writing to sales@ento.ai and the User will receive a confirmation of the termination.

If the User terminates a subscription during a billing cycle, the User will not receive a refund unless the termination is due to Ento Labs’ material, uncured breach (within 30 days from the User’s written notice) or a refund is required by law.

Subscriptions are automatically renewed unless the User gives notice of termination no later than 14 days from the end of the billing cycle.

8.2 Termination by Ento Labs

If the User is in breach of these Terms, including lack of payment, unlawful disclosure of the Direct Customer’s Data, or in case of bankruptcy, reconstruction or liquidation, misuse or unauthorized and/or criminal use, Ento Labs may terminate the User’s account and subscriptions without prior notice or liability. Terminations in accordance with this provision and which happen during a billing cycle does not exempt the User from claims of payment for the remaining part of the agreement period, just as prepayments are not refundable.

8.3 Suspension of account

Should payment for the User’s subscriptions fail, Ento Labs will inform the User up to four times and may attempt to process the payment up to 28 days. Should payment not succeed within the 28 days, the User’s subscription will be suspended without prior notice or liability until payment is successful. The User will then lose its access to the Platform and the Data contained on the Platform.

9. Changes and updates of the Terms

Ento Labs may at its sole discretion at any time change and update these terms and conditions and information regarding rights (“Terms”) without prior notice. The applicable Terms will always be available on Ento Labs’s website.

In case of significant changes of the Terms Ento Labs will notify the User of such changes either via e-mail or in connection with login to the Platform. What constitutes a significant change shall be determined by Ento Labs at its sole discretion.

The continued use of the Service after any changes will constitute the User’s acceptance of the revised terms and conditions.

10. Entire agreement

10.1 Terms contain the entire agreement

These Terms contain all the agreements, understanding, representations, conditions, warranties, and covenants, and constitutes the sole and entire agreement between the User and Ento Labs hereto pertaining to the subject matter hereof and supersedes all prior communications or agreements, written or oral.

10.2 Invalid provisions

If any provision of these terms and conditions is declared invalid or unenforceable, the remaining provisions of these terms and conditions shall remain in full force and effect.

10.3 Invalidity in certain jurisdictions

If any provision of these terms and conditions is declared invalid or unenforceable under a certain jurisdiction’s laws, the provisions of these terms and conditions shall remain in full force and effect in all other jurisdictions.

11. Governing law

11.1 Choice of law

Any dispute arising in connection with these terms and conditions, or the breach, termination, or invalidity hereof, is to be settled in accordance with the laws of Denmark without regard to conflict of law rules.

11.2 Venue

Any disputes between the User and Ento Labs, which cannot be solved amicably, must be settled with the City Court in Aarhus as the first instance.

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