TERMS AND CONDITIONS

NORTHQ’S HOME MANAGER

(SOFTWARE-AS-A-SERVICE)

1 INTRODUCTION

1.1 Thank you for choosing NorthQ! The use of NorthQ’s Services (as defined in section 3) is subject to this licence agreement (“Agreement”) between you as the end user (“End User”) and NorthQ (“NorthQ”).

1.2 BY SELECTING THE “ACCEPT” BUTTON AT THE END OF THIS AGREEMENT – OR BY USING THE SERVICES – THE END USER AGREES TO ALL THE TERMS AND CONDITIONS HEREIN. IF THE END USER DOES NOT ACCEPT AND/OR COMPLY WITH THIS AGREEMENT, THE END USER IS NOT LICENSED TO USE THE SERVICE.

1.3 THE END USER EXPLICITLY PROVIDES THE CONSENT TO THE PROCESSING OF PERSONAL DATA SET OUT IN SECTION 7.1.

1.4 NorthQ may amend the terms and conditions of this Agreement at any time by reasonable notice, including without limitation by posting revised terms and conditions on the Website (as defined below). The End User agrees that the amended terms and conditions shall be binding.

1.5 NorthQ will keep a copy of this Agreement on file and send a copy hereof to the End User following acceptance of this Agreement. The applicable terms and conditions will at all times be available at the Website (as defined below). This Agreement is only available in English.

2 NORTHQ

NorthQ is a Danish company registered under business registration number 31048850 and is domiciled at Strandvejen 157, 2900 Hellerup. NorthQ conducts its business from i.a. www.northq.com and www.homemanager.tv (”Website”). Inquiries can be addressed to info@northq.com.

3 THE SERVICES

3.1 The Services consists of the following:

3.1.1 The service provided via the Website, including the software accessed by way of the website (“SAAS”);

3.1.2 Collecting End User Data enabling the End User to get an overview of End User’s consume of energy enabling End User to take action in order to reduce its energy consume;

3.1.3 Collecting and making available offers to the End User from third parties as further described on the website www.homemanager.tv;

3.1.4 Any software as described on the Website provided for use with the SAAS;

3.1.5 Any software apps provided for use with the SAAS, e.g. through the Apple App Store or Google Play;

3.1.6 The provision of the Data (as defined in clause 7.3.1) in a structured form (i.e. based on NorthQ’s database hereof); and

3.1.7 Documentation provided for use with the SAAS as available on.

3.2 NorthQ provides no warranty as to the End User energy consumption while using the Service and NorthQ is not responsible for End Users actual consume of energy.

3.3 Software and software apps may be subject to individual end user license terms. In such case, this Agreement shall only govern the End User’s use of the SAAS though such software and software apps – not the license to the software or software apps themselves.

4 PERMITTED USE OF THE SERVICES (LICENSE)

4.1 NorthQ grants the license as set out in this Agreement for the Service (Software-as-a-Service). The license is:

  • Solely for the use hereof as provided by NorthQ (and not for e.g. copying, distribution or public display of any kind, whether in the original or amended/embedded form);
  • Strictly personal and only for the use by the End User for its own purposes;
  • Nonexclusive;
  • Non-transferrable in any way, whether by sale, renting sub-licensing or gifting;
  • Freely revocable;
  • Conditional on the registration and maintenance of an active user account for the End User with NorthQ (i.e. use is not permitted without such active user account);
  • Conditional on all consents for the processing of personal data requested by NorthQ being given;
  • Royalty bearing (i.e. conditional upon payment of as set out in clause 6);
  • Time limited to the period this Agreement is in force (i.e. it terminates upon termination of this Agreement for whatever reason);
  • Conditional upon the End User (1) being of the age of 18 or above and (2) having the authority to legally bind the End User and/or the End User’s company and/or employer (if applicable).
  • Subject to compliance with each of the terms and conditions set out in this Agreement.

4.2 The End User is not permitted to use or access the Services in any other way or format than as provided by NorthQ, including by way of decompilation, reverse engineering or modification.

4.3 This Agreement constitutes a license and not a sale of the Services. Consequently, it does not transfer to the End User a title or ownership of the Services or a copy of any software or Technical Data as part hereof. Except for the limited rights granted in section 4.1, NorthQ (or its licensors) retains all rights, title and interest, including all intellectual property rights, in and to the Services.

4.4 When the End User signs up for the Service, the End User must open a user account with NorthQ and provide NorthQ with accurate and complete information as requested by NorthQ.

4.5 As the use of the Software and the Service may include downloading software to the End Users computer or apps to a mobile device, the End User agrees that NorthQ may automatically up-date such software and apps and that this Agreement will apply to all upgraded versions too.

4.6 This section 4 (and sections referred to herein) constitutes license terms for the use of any intellectual property comprised by the Services. Regardless of whether any terms in this Agreement should be found not to be accepted by the End User or in other ways not be part of the Parties agreement, the license shall continue to apply as a condition for the End User’s use of any intellectual property comprised by the Services.

5 SERVICE STANDARDS AND DISCLAIMER

5.1 NorthQ is in the business of keeping its customers happy. NorthQ will thus use commercially reasonable efforts to make the Services available at all times, except for planned downtime and any unavailability caused by external events, incl. force majeure circumstances (e.g., fires, floods, acts of God, acts of government, civil unrest, Internet service provider failures or delays, denial of service attacks, etc.), and to provide the Services in accordance with applicable laws and government regulations.

5.2 NOTWITHSTANDING THE FOREGOING, THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND.

5.3 NORTHQ MAKES NO PROMISES, REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICES, INCLUDING ITS CONDITION, ITS CONFORMITY TO ANY REPRESENTATION, DESCRIPTION OR SERVICE LEVELS, OR THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS, AND NORTHQ SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE AND ALL OTHER IMPLIED OR STATUTORY WARRANTIES, AS WELL AS ANY LOCAL JURISDICTIONAL ANALOGUES TO THE ABOVE.

5.4 NORTHQ DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE OR THAT THE SERVICE WILL WORK WITHOUT INTERRUPTIONS.

5.5 The Services may at the sole discretion of NorthQ be subject to changes from time to time, including by addition or removal of features. Such changes may occur without notice, however, NorthQ will use commercially reasonable efforts to notify the End Users in advance.

5.6 If the End User experiences any service outages, delays, unavailability, loss of data or incidents in general, the End User is encouraged to immediately report such incidents to NorthQ using the contact details located on the Website. NorthQ will use its best efforts to correct any incidents, but expressly disclaims any legal obligations to do so, as stated above.

5.6.1 NorthQ considers protection of the End Users’ privacy as a very important and a top priority issue. NorthQ continuously aim at protecting the End Users privacy by implementing modern physical and technological security devices. NorthQ will comply with its privacy policy located on the Website, which is incorporated by reference into this Agreement.

6 FEES

6.1 The End User is permitted to use the Services (or other services available on the Website) against payment of the fees stated in relation to a specific Service on the Website from time to time.

6.2 The registration of a user account as well as the use of certain Services may be permitted without monetary payment, as stated on the Website from time to time. Regardless, consideration is provided e.g. by way of the Data provided to NorthQ.

6.3 All fees are subject to changes with 14 days’ notice either on the Website or by e-mail to your registered e-mail account. Changed fees will not be effective retroactively but will only affect the Services from the stated effective date of the change.

7 PERSONAL AND TECHNICAL DATA

The End User will provide two types of data to NorthQ; Personal Data (as defined in section 7.1.1) and Technical Data (as defined in section 7.2.1).

7.1 Personal Data; Processing

7.1.1 “Personal Data” shall mean any and all (1) data as defined in Section 3(1)(1) of the Danish Act on the Processing of Personal Data and (2) provided by the End User though, or obtained by, the Services and the registration of the user account necessary to use the Services. Personal Data may include e.g. the End User’s name, age, gender, e-mail, address, telephone number, IP-address, identification data used with the End User’s utility (e.g. customer number, meter number etc.), data on energy consumption etc.

7.1.2 NorthQ will not process nor disclose, distribute or sell Personal Data to any third party except as specified in this section 7.1.

7.1.3 Personal Data will be processed by NorthQ. NorthQ may from time to time use sub-suppliers to store and process the Personal Data on behalf of NorthQ. This will always occur under and subject to instructions from NorthQ and in accordance with this Agreement. Such sub-suppliers may include third parties contacted to obtain offers for different services or products offered by such third parties to be provided to the End User.

7.1.4 Personal data will be processed for the purpose of providing the End User with information on his energy consumption as well as obtaining offers from third parties in relation to the following services.

7.1.5 Further the Personal Data will be processed to the extent necessary in order to fulfil this Agreement with the End User, including to deliver the Services. NorthQ may also from time to time use third parties to verify and certify your identity but any Personal Data passed for this purpose may not be utilized for any other purpose by such third party.

7.1.6 NorthQ may also process Personal Data for its own marketing purposes, special offers, new products or services, including products and services from third parties, cf. section 7.1.4, and the like. The End User accepts that NorthQ may contact the End User for such purposes by way of telephone, mail, e-mail and other electronic messages, including SMS.

7.1.7 The End User approves and explicitly agrees that Personal Data may be disclosed to the utility used by the End User as provided by the End User during the registration process as well as for such third party’s own marketing purposes.

7.1.8 NorthQ may further from time to time disclose general data on the End User to third parties for such third parties own marketing purposes, in which case the End User will be given the opportunity to object to such disclosure.

7.1.9 The End User approves and explicitly agrees that processing of Personal Data as set forth above, may take place outside the European Community Area. Personal Data may thus be exported by NorthQ for processing on behalf of NorthQ.

7.1.10 NorthQ will disclose Personal Data if legally bound to disclose such information. Further, in case of takeover of all or the majority of NorthQ’s activities, any Personal Data may be transferred to a purchaser but only for the purpose to continue the Services.

7.1.11 The End User may at any time access, modify and delete information you provide during the registration of your user profile. However, some information may not be deleted unless the entire user profile is deleted and thus the right to use the Services terminated.

7.1.12 The consents given in this section 7.1 can in whole or in part be recalled by giving written notice to NorthQ. However, if the End User chooses to recall the consent, NorthQ reserves the right to immediately terminate this Agreement.

7.2 Technical Data

7.2.1 “Technical Data” shall mean any and all data

1) provided by the End User through the Services, including where provided, directly or indirectly, by any hardware used together with the Services, and

2) which is not Personal Data (but which may have been Personal Data that has been anonymized to an extent to exclude it from the statutory definition of Personal Data).

Technical Data may include e.g. GPS-data, data on electrical or gas consumption, price data concerning electrical or gas consumption, utility used and data on the End User’s building(s) (e.g. construction year, reconstruction/modification year, area size, number of floors, total size of area used for residential purposes, total size of area used for commercial purposes, size of attic, size of building extensions, roof type, type of power used, number of light sources, number of electronic devices installed – all provided that the Technical Data has either been anonymized or separated from Personal Data allowing for identification of the End User.

7.2.2 NorthQ shall have a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, right to exercise any and all information copyright, trademark, publicity, and database rights (including the right to sublicense) that the End User have in and to any Technical Data on any media, in any format and through any platform and application known now or in the future. NorthQ is thus entitled to, independently from the End User, use, disclose and transfer any Technical Data for whatever purpose – including marketing purposes – and to any party, whether commercially or non-commercially, with respect of any prior third party rights.

7.2.3 For the avoidance of doubt, NorthQ shall retain all rights to the structuring of Technical Data in databases etc. The End User shall only have the right granted to use such databases, including structured display hereof, as set out in section 4.1.

7.3 End User’s Obligations concerning Data

7.3.1 Personal Data and Technical Data are jointly referred to as “Data”.

7.3.2 The End User is the sole responsible party for any information or Data submitted to NorthQ, including by way of the Services, including for the legality hereof and the legality of NorthQ’s use hereof, as set out in this Agreement.

7.3.3 NorthQ explicitly do not accept content on that is; pornographic or sexual (also including any kind of photos, drawings, animations etc. showing nudity or in general having an adult nature), racially offensive, discriminating towards individuals or minorities, illegal, violently, violating the laws of Denmark or the End Users home jurisdiction.

8 TERMINATION OF USER ACCOUNT AND THIS AGREEMENT

8.1 This Agreement may be terminated for convenience by either party with one months’ notice to the end of a month. In case of termination for convenience by the End User, no fees paid or payable will be refunded, regardless of whether such fees cover a period extending beyond the effective date of the termination. Neither party shall have any claims against each other in case of termination for convenience, except for a claim for unpaid fees.

8.2 This Agreement may be immediately terminated for cause pursuant to the general provisions of Danish law. In any event, NorthQ may terminate this Agreement in the following situations:

8.2.1 If the End User or its user account – in the sole judgement of NorthQ – violates or is suspected of violating this Agreement or other applying conditions. This includes situations where NorthQ thinks the End User is creating problems, legal liabilities (whether they are actual or potential), infringing intellectual property rights, engaging in fraudulent, immoral or illegal activities, or for other similar reasons.

8.2.2 If the End User does not pay any fees due in accordance with the applicable payment conditions, and in any event if full payment has not been received 10 days following transmission of notice of non-payment to the End User.

8.3 Upon termination, for whatever reason, this Agreement and the license granted to the Services will terminate per the effective date of the termination. Any rights granted to NorthQ shall survive termination of this Agreement.

9 LIMITATIONS OF LIABILITY

9.1 IN NO EVENT SHALL NORTHQ HAVE ANY LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS OF ANTICIPATED PROFITS OR LOSS OR INTERRUPTION OF USE OF ANY FILES, DATA OR EQUIPMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 IN NO EVENT SHALL NORTHQ’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE FEES PAID FOR THE SERVICES FOR THE 12 MONTH PERIOD PRECEEDING THE LIABILITY EVENT (OR SUCH SHORTER PERIOD IF 12 MONTHS HAVE NOT YET PASSED).

9.3 THE LIMITATIONS ABOVE SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE PARTIES AGREE THAT THE FOREGOING LIMITATIONS REPRESENT A REASONABLE ALLOCATION OF RISK UNDER THIS AGREEMENT.

9.4          The End User shall indemnify, defend and hold NorthQ harmless from any claim, action, suit or proceeding made or brought against NorthQ arising out of or related to (I) the End User’s breach of any term of this Agreement, or (II) NorthQ’s use of any Data.

10 ASSIGNMENT

10.1 The End User may not assign this Agreement or any rights or obligations hereunder, directly or indirectly, by operation of law or otherwise, without the prior written consent of NorthQ.

10.2 NorthQ may freely assign this agreement.

11 GOVERNING LAW AND JURISDICTION

This Agreement is governed by and construed under the laws of Denmark without reference to conflict of laws principles. All disputes arising out of or related to this Agreement will be subject to the exclusive jurisdiction of the City Court of Copenhagen.

12 HERE IS A LIST OF COOKIES THAT WE USE. WE’VE LISTED THEM HERE SO YOU CAN CHOOSE IF YOU WANT TO OPT-OUT OF COOKIES OR NOT

Session_id, unique token, sessional, Allows NorthQ to store information about your session (referrer, landing page, etc) and use it in Google Analytics;

NorthQ_visit, no data held, Persistent for 30 minutes from the last visit, Used by our website provider’s internal stats tracker to record the number of visits;

NorthQ_uniq, no data held, expires midnight (relative to the visitor) of the next day, Counts the number of visits to a store by a single customer;

Cart, unique token, persistent for 2 weeks, Stores information about the contents of your cart;

Secure_session_id, unique token, sessional;

Storefront_digest, unique token, indefinite If the NorthQ has a password, this is used to determine if the current visitor has access.