Terms of Use

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Acutro Terms of Use

These Terms & Conditions ("Agreement") form a legal agreement between Acutro Ltd. with offices at 1 Kings Avenue, London, United Kingdom, N21 3NA (“Acutro”) and You (or “Your” as set out herein). You have accepted the terms of the Agreement, acknowledge these terms, agree to be bound and furthermore acknowledge consideration inherent in the contractual relationship between Acutro and You.

This Agreement, the Services Agreement and the Statement of Work will govern Your access to and use of the Services offered by Acutro either under this website and/or a Statement of Work. If You are entering into this Agreement on behalf of a company, organisation, or any legal entity (an “Entity”), You are agreeing to this Agreement for that Entity and representing to Acutro that You have the authority to bind such Entity to this Agreement and that Acutro can rely upon such. If You do not agree to this Agreement, You must not request / sign up for an Acutro account, request any service(s) and/or a solutions from Acutro and You shall not make use of any of the Services available through this Site (if any). By accessing or using the Services, You acknowledge that You have read, understood, and agree to be bound by the terms of this Agreement. If You do not agree, please do not access, or use the Services. In the event of any dispute between documents a Statement of Work shall take priority over the Services Agreement and this Agreement shall have the least priority.

Where the words “include(s),” “including” or “in particular” are used in this Agreement, they are deemed to have the words “without limitation” following them, and where the context permits, the words “other” and “otherwise” are illustrative and shall not limit the sense of the words preceding them.

Definition

- “Confidential Information” shall mean any information that is marked or otherwise designated as “Confidential” or is clearly by its nature confidential and is disclosed to You by Acutro, including all Acutro manuals, materials, and documentation in connection with this Agreement.

- “Data” shall mean the content created, shared, or stored by You with Acutro using the Services.

- “Effective Date” shall mean the date of an SOW or the date/time You request the creation of an Acutro Account, whatever is the earlier.

- “Fee” shall mean the money agreed to be paid to Acutro under the relevant SOW;

- “Service(s)” shall mean the Software solution and its functionalities as developed, introduced and described in this Site by Acutro from time to time. Acutro will provide the Customer value created from Acutro’s proprietary Software. Acutro will deliver value in the following areas for the client, as specified in the SOW: energy management building performance maintenance workforce productivity asset lifecycle compliance air quality occupancy.

- “Site” shall mean the website from which You will sign up/ sign in to use the Services.

- “Software” means the Acutro Platform (Saas). The Acutro Platform ingests any or all live building data from any system/asset/device across the built environment, then transforms that into useful intelligence for the user. The Platform has AI built-into its rules-engine making it smarter as it accrues more data over time. It leverages data-science and predictive analytics applications.

- “SOW” shall mean the statement of work prepared by Acutro and executed with You with respect to the performance of the Service(s).

- “Third Party” or “Third Parties” shall mean the website from which You will sign up/ sign in to use the Services.

- “Us” or “our” shall mean Acutro.

- "You” or “Your” shall mean a person, whether natural or legal, acting in the course of a business, and who agrees to be bound or agrees on behalf of an authorising entity to be bound by the terms contained in this Agreement.

Description

Acutro offers cloud hosted Software and platform solutions that will help businesses to enhance their buildings performance through data analytics and reporting. You agree to pay the Fee for the Service outlined in the SOW within thirty (30) days of receiving an invoice relating to an SOW.

Modifications to the Terms

Acutro may modify the terms of this Agreement from time to time. In case of any significant changes which may affect Your rights under this Agreement, You will be provided with a 30 days’ advance notice of such changes by email to the email address associated with Your account. You agree that such notification shall constitute an adequate notice in this regard.

License & Restrictions

You appoint Acutro on an exclusive basis to provide the Services to You. For the agreed Fee in the SOW, Acutro shall grant You a limited, non-exclusive, and non-assignable license to use the Services, for Your internal business purposes, in accordance with the terms of this Agreement and the SOW. If You wish to use the Services in any other manner, say for example to provide managed services, You should obtain express written consent from Acutro. Acutro does not warrant that the Services will be interruption or error-free. You agree to maintain commercially reasonable security measures and ensure Your usage of the Services are in line with good industry practice.

Term

The term for this Agreement shall be one (1) year and thereafter shall automatically extend for a period of one (1) further year unless terminated by You giving Acutro not less than three (3) months’ notice.

In addition to the other terms & conditions of this Agreement, You agree not to:

I. resell, transfer, lease, sub-license, or modify the Services;
II. permit any third parties to use the Services except where such access is required for You to effectively use a communication or collaboration mechanism that forms part of the Services;
III. interfere with the Services or disrupt the integrity of any data contained therein.
IV. violate any applicable law; or
V. use the Services in violation of this Agreement unless such use is expressly permitted by Acutro.

Your obligations

You need to sign up for a user account by providing Your name, official email address and/ or official phone number to use the Services. You agree to: a) provide Acutro with true, accurate, current and complete information about You while signing up for the Services; and b) maintain and promptly update this information during Your course of use of the Services.

You are responsible for keeping and maintaining Your login credentials strictly confidential. Acutro shall not be held responsible for any unauthorized access to Your account arising from Your failure to keep Your login credentials safe and secure. You are responsible for payment of the Fee.

Fees and Payment Terms

You agree to pay to Acutro the Fee and any further fees determined and formally notified to You at the time of signing up for the Services. You also agree that You will be solely responsible for payment of any sales, use, import, export, value added or property tax, duties or other amounts that arise in connection with Your use of Acutro’s Services in Your location. Acutro is a company based in England and shall comply fully with all law, rules, and regulations applicable in this region including in respect of taxes and charges.

Acutro will send invoices to You for Your use of the Services, and You agree to make payment to Acutro within thirty (30) days of receipt of such invoice(s).

Acutro reserves the right to modify the fees for the Services periodically and at any time by providing a thirty (30) days’ prior written notice to You.
Acutro reserves the right to charge interest at 3% in respect of late fees and/or suspend support services.

Intellectual Proprietary Rights

All proprietary rights, including intellectual property rights in the Services and any documentation related thereto are the exclusive property of Acutro. Acutro does not grant to You or anyone acting for You any right or title to such proprietary rights, or the permission to use such proprietary rights, except for the limited purposes expressly provided under the licensing section in this Agreement. No part of this Agreement shall be construed as transferring any element of such proprietary right to You.

Data Ownership

You grant to Acutro an irrevocable, perpetual, non-exclusive, transferable, and a worldwide license to copy, store, use, retain, transmit, scan, reformat, edit, translate, excerpt, adapt and distribute the content created by You, solely for the purpose of providing the Services to You. Except for the right expressly granted herein, You retain entire ownership on the data created or stored by You using Acutro Services.

Confidentiality

You agree (i) to hold Acutro’s Confidential Information in strict confidence, using at least the same degree of care with which You protect Your own confidential or proprietary information; (ii) not to use such Confidential Information for any purpose outside the scope of this Agreement; and (iii) not to disclose such Confidential Information to third parties not authorized by Acutro to receive such Confidential Information.

These obligations shall survive for a period of five (5) years from the date of termination of this Agreement.

Information Security

Acutro shall maintain commercially reasonable security measures that are designed to ensure the security of the Customer’s Confidential Information stored by or in possession of Acutro and also to protect against any unauthorised access to or use of the Customer’s Confidential Information as stored by or in possession of Acutro. You agree to do the same in respect of Confidential Information stored by or in possession of You.

Indemnity

You agree to indemnify and hold harmless Acutro from and against all claims, actions and proceedings arising out of or resulting from and against any losses, damages, fines and expenses (including attorney's fees and costs) arising out of or relating to any claims that You have used the Services (i) in violation of a third party's rights, (ii) in violation of any law, (iii) in violations of any provisions of this Agreement, or (iv) any other claim related to your use of the Services, except where such use is authorized by Acutro.

Confidentiality

You agree (i) to hold Acutro’s Confidential Information in strict confidence, using at least the same degree of care with which You protect Your own confidential or proprietary information; (ii) not to use such Confidential Information for any purpose outside the scope of this Agreement; and (iii) not to disclose such Confidential Information to third parties not authorized by Acutro to receive such Confidential Information.

These obligations shall survive for a period of five (5) years from the date of termination of this Agreement.

Indemnity

You agree to indemnify and hold harmless Acutro from and against all claims, actions and proceedings arising out of or resulting from and against any losses, damages, fines and expenses (including attorney's fees and costs) arising out of or relating to any claims that You have used the Services (i) in violation of a third party's rights, (ii) in violation of any law, (iii) in violations of any provisions of this Agreement, or (iv) any other claim related to Your use of the Services, except where such use is authorized by Acutro.

Warranty & Disclaimer

Acutro warrants that the Services will perform in accordance with the documentation provided for this Service. Except for the warranties explicitly provided under this Agreement, Acutro shall offer the Services on an "as is" basis without warranties of any kind including but not limited to the implied warranties of merchantability, fitness for a particular purpose, or non-infringement of intellectual property.

Limitation of Liability

Except for the breach of confidentiality obligations, under no circumstances and under no legal theory, whether tort (including negligence), product liability, contract, or otherwise, shall Acutro be liable to You for any indirect, special, incidental, or consequential damages, even if You have been informed of the possibility of such damages. Furthermore, the maximum Acutro liability to You shall be no more than three times the Fees actually paid by You in the year that You actually make a claim. Neither Acutro nor You shall indemnify the other under this Agreement.

Subcontracting

Acutro shall be entitled to sub-contract the whole or any part of its obligations hereunder to such sub-contractors and upon such terms and conditions as Acutro shall determine in its sole discretion, provided that Acutro shall remain responsible for the performance of its duties and obligations hereunder shall exercises commercially reasonable skill and care in its selection and appointment.

Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of England. Acutro and You hereto irrevocably consent to the exclusive jurisdiction of the English courts in any suit or proceeding based on or arising under this Agreement and agree that all claims in respect of such suit or proceeding may be determined in such courts.

Termination

Subject to the specific provisions in the SOW, You may terminate Your account, with or without cause, by providing a ninety (90) days prior written notice to Acutro and paying the Fee and/or any other monies owing to Acutro.

Acutro may terminate Your account:

I. if You fail to pay the Fee or fail to make any payment in respect of the Services;
II. if You are in breach of any the terms in this Agreement and fail to cure within fifteen (15) days of receiving a notice of such breach from Acutro; or
Acutro may immediately terminate Your account if You breach any of the restrictions concerning confidentiality, intellectual property, payment of Fees and/or licensing under this Agreement.

Upon termination, You agree

I. to make payment of all dues accrued during the term of this Agreement; and
II. not to access or use the Services for Your internal business purposes.

End of Terms

Please write to us at hello@acutro.com if you have questions or clarifications regarding this Agreement.
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About

Acutro provides building monitoring products to empower its users to have greater oversight of their built environment.

contact

hello@acutro.com
1 Kings Avenue,
London,
United Kingdom,
N21 3NA
© 2021 Acutro | Company Number 13012301
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