1.1 Terms and conditions. These Terms of Service (the “Terms of Service”) are issued by:
Unipi Technology s.r.o.
Business ID number: 09872248, VAT ID number: CZ09872248
having its registered office at Okružní 834/29a, Lesná, 638 00 Brno
registered at the Regional Court in Brno, section C, file 131615
e-mail: [email protected]
phone: +420 533 533 392
web: www.unipi.technology
(the “Provider”).
The Provider agrees to provide to the Customer (the “Customer”) the services specified in these Terms of Service (the “Services” and “Terms of Service”). Conditions not expressly provided for in these Terms of Service will be governed by other terms and conditions agreed as part of the offer (specification of the Services, fee, maturity of the fee or other terms and conditions). Except as otherwise agreed, the provisions of these Terms of Service will apply.
1.2 The Services are offered exclusively to businesses
2.1 The Provider agrees to provide the Customer with services, the scope of which is determined by the Customer´s order confirmed by the Provider. In some cases, the Provider may send a quote to the Customer before the execution of the relevant order.
2.2 The Provider may also provide the Customer with services outside the agreed scope of the Services. In such a case, these Terms of Service and the specific conditions under which the contractual relationship between the Provider and the Customer was concluded will always apply.
2.3 The Services may include the Unipi administrative tool Mervis Scada manager for the provision of a non-exclusive license to use the “Mervis SCADA” software for dispatching, data collection and energy management (SCADA), a more detailed specification of which is available on the website http://mervis.info, including any updates (the “Computer Program” and “License”) for the duration of the contractual relationship under these Terms of Service to the extent and for the purpose consistent with the nature of the Services.
2.4 The owner of the Mervis SCADA system is Energocentrum Plus s.r.o. The Provider is an intermediary for marketing of the Mervis SCADA system and also the owner of the Unipi administrative tool Mervis Scada manager and provides the Customer with the management and hosting of technological data in the Mervis SCADA system, which includes the services and components described below.
2.5 Components of the Mervis SCADA system
2.5.1 SCADA
The basic component of the entire dispatching system is SCADA (Supervisory Control And Data Acquisition). SCADA provides the basic functions of the system, which are needed by the technician (dispatcher) to monitor and control the technology. For each connected building or site, a data file is defined that specifies the means of communication with the end devices and the means of data display.
2.5.2 Database of historical data
Values from the data points defined in the configuration file (see above) are periodically stored in the historical data database. Historical data is stored in the database in a special format that allows large amounts of data to be stored and managed (on the order of a billion or more entries), while allowing the required data to be quickly retrieved and displayed.
2.5.3 Notification server
The notification server is a special module that manages the processing of information about non-standard situations, faults and accidents. The system can communicate by sending information e-mails. The system allows to set the work-flow, i.e. when, to whom and how the messages will be sent. The system stores all alarms in a historical overview and allows further evaluation and processing.
2.6 Technical conditions of operation of Mervis SCADA
- backup of Data Projects and historical data once every 24 hours
- unlimited number of users of the Data Project
- unlimited storage of historical data
- unlimited number of users accessing the system
3.1 Services are provided for a compensation (the “Fee”). The amount of the Fee is determined by the maximum usage of the service provided in a month.
3.2 Prices are contractual. The price may be automatically increased by the annual inflation rate announced by the Czech Statistical Office.
4.1 The Fee is payable in arrears for a calendar month on the basis of a tax document (the “Invoice”) maturing fourteen (14) days after issue. The Service will be invoiced monthly, after the end of the relevant month and according to the actual volume of service drawn.
4.2 The Provider will send the Invoice by e-mail in PDF format to the address specified by the Customer.
4.3 The Customer´s obligation to pay the invoiced Fee is fulfilled once the relevant amount is credited to the Provider´s bank account.
4.4 The Invoice must contain the essential elements of a tax document in accordance with the applicable laws and regulations.
4.5 In the event of delay in payment of the Invoice, the Customer will pay the Provider contractual interest on late payment in the amount of 0.05% of the amount due for each commenced day of delay.
5.1 For the avoidance of doubt, it is expressly agreed that the operation of the Computer Program by the Customer will be understood to mean, and is therefore permitted, such use of the Computer Program for the benefit of a third party that includes access by the third party´s employees to the environment of the Computer Program or its outputs (including without limitation a dedicated virtual dispatching center available to the given third party – Customer´s client – if this functionality is part of the Computer Program). However, the Customer´s operation will not in any case mean (and is therefore not permitted) such use of the Computer Program by a third party that would provide any functionality (e.g. additional virtual dispatching centers, if they are part of the Computer Program) to other third parties. The Customer is therefore entitled to provide access to the Computer Program or its outputs to its potential clients, but not for the purpose of further provision of the Computer Program by such clients to other third parties.
5.2 The Provider authorizes the Customer to exercise the right to extract and use the databases that are part of the Computer Program, to the extent corresponding to the scope of the License. By way of example and in no way limited, the Customer is not entitled to extract or use the databases forming part of the Computer Program separately from the Computer Program (e.g. with the Customer´s or other third party´s own software. The databases forming part of the Computer Program are adequately protected for this purpose and allow their contents to be identified even after any unauthorized transfer to third party software.
6.1 The Customer is obliged to keep confidential all information it encounters in connection with the contractual relationship under these Terms of Service and the disclosure of which to a third party could inflict injury to the Provider, including without limitation information that constitutes trade secrets, information of a commercial or business-useful nature, even if it is not a trade secret (the “Confidential Information”). The disclosure of Confidential Information to an auditor or public authority entitled to receive it by law will not constitute a breach of the duty of confidentiality. In all other cases, disclosure of Confidential Information is subject to the Provider´s consent.
6.2 Upon the Provider´s request, but no later than on the date of termination of the contractual relationship under these Terms of Service, the Customer will return all Confidential Information to the Provider. As far as Confidential Information in electronic form is concerned, the Customer will destroy all copies on its data carriers after handing over the data carriers containing such Confidential Information.
6.3 The Customer is obliged to deliver to the Provider all information, including without limitation data files, documentation, protocols, etc. for individual services, which form a part of the Services, prior to the commencement of the Services.
6.4 The Customer is entitled to use the Computer Program only in accordance with the purpose for which the Computer Program was created.
6.5 The Customer is not entitled to reproduce, translate, process, modify or otherwise alter the Computer Program, translate it into other programming or national languages, into source code or assembler form, combine it with another computer program and use such computer program in any way and interfere in any way with the internal structure of the Computer Program, except in cases where such steps are expressly permitted in this License or by Act No. 121/2000 Sb., on copyrights, rights related to copyrights and on amending certain acts (Copyright Act), as amended (the “Copyright Act”). The Parties exclude the Customer´s right under Section 66(1)(b) of the Copyright Act.
6.6 The communication protocols contained in the Computer Program are the Provider´s trade secrets; the Customer is not entitled to examine the communication protocols used by the Computer Program.
6.7 The Customer will not be entitled to use the Computer Program otherwise than as provided in these Terms of Service. In the event of a breach of these Terms of Service, the Customer will indemnify the Provider for any property damage or personal injury.
6.8 The Customer will not assign or sublicense the License to any extent without the express written consent of the Provider.
6.9 The Provider may render other services to the Customer in addition to the agreed scope of Services.
6.10 The Customer acknowledges and understands that the Computer Program collects limited information about its use and, if an Internet connection is available, will disclose such information to the Provider for anonymous use for the purpose of further improvement of the Computer Program. Where such information also contains personal data, the Provider´s Privacy Policy available on the Provider´s website will apply. http://mervis.info.
7.1 The Provider will render the Services properly and with professional care.
7.2 Before commencing the Services, the Provider will acquaint itself with all facts and the state of documentation and the existing provision of services to be taken over.
7.3 The Provider will notify the Customer of the risk of damage in connection with the Services insofar and to the extent the Provider becomes aware of such risk during the provision of the Services. The Provider will also inform the Customer if there is a need for work and repairs beyond the scope of the Services provided, insofar and to the extent the Provider discovers this in the course of the Services.
7.4 The Provider will advise the Customer if there are any problems with instructions, documents or information provided by the Customer in connection with the Services provided. If the Client insists on its instructions or the documents or information submitted, the Provider will not be obliged to compensate for any possible injury resulting therefrom and will not be liable for any delay.
8.1 The Services provided carry a (6) month guarantee. The Provider may rectify any defects in the Services at its discretion, but generally by providing a discount or a repaired version of the Computer Program to the Customer within a reasonable time limit specified by the Provider.
8.2 Unless otherwise expressly agreed, the Computer Program that is part of the Services is provided “as is”. The Customer acknowledges and understands that the Computer Program may contain some errors which will not fall within the Provider´s liability. The Customer is obliged to prevent any potential damage, including performing regular backups of its data and securing an alternate solution in the event the Computer Program is inoperable.
8.3 The Provider will not be liable for any injury caused by improper use of the Computer Program in violation of these Terms of Service. The Provider will only be liable for injury to a person´s natural rights or caused by the Provider intentionally or through gross negligence. The total compensation for any other injury during the term of the contractual relationship under these Terms of Service is expressly limited by the Parties to the amount of the fee for the Services duly and timely paid by the Customer for the period of 6 months preceding the occurrence of damage.
9.1 The contractual relationship under these Terms of Service is for an indefinite term. Termination of the contractual relationship under these Terms of Service will also terminate the License.
9.2 The Provider is entitled to terminate the obligation under these Terms of Service at any time for convenience and without giving any reason. The notice period is one (1) month commencing on the date of dispatch of the notice to the Customer.
9.3 The Provider is also entitled to terminate the relationship with immediate effect if the Customer breaches any provision of these Terms of Service.
9.4 For the purposes of any notices to the Customer by the Provider (including termination), an e-mail sent to the Customer at the contact details provided by the Customer as its current contact details will also be deemed to constitute written form.
9.5 The Customer is entitled to withdraw from the Agreement. The notice period is one (1) month starting on the date of dispatch of the notice to the Provider. Withdrawal from the Agreement will not terminate the Customer´s obligation to reimburse the Provider for the Services provided at the date of termination in accordance with these Terms of Service.
10.1 The Customer´s consent to these Terms of Service is granted upon the creation of the domain.
10.2 The Customer´s consent to these Terms of Service is expressed by placing an order with the Provider or by confirming the Provider´s offer.