Mervis Cloud service Terms of Use

1. Opening provisions

1.1 Terms of use for providing the Mervis Cloud service establish the basic technical, organizational, operational and business terms of providing this service. 

1.2 These Terms of use are considered an extension of Terms of Service and other provisions published at the https://www.unipi.technology/ webpage.

1.3 By ordering the Mervis Cloud service, both the customer and the provider declare their obligation to observe and obey the terms of use in the same fashion as they would with a printed and signed agreement. 

1.4 The Mervis SCADA software is covered by the relevant authorship law and the international intellectual property protection agreement.

1.5 The license provider, the Faster CZ spol. s.r.o. company reserves a non-exclusive right to manage the software. The owner and data administrator of the software is the Energocentrum plus s.r.o. company. 

1.6 “Product” is defined as the software itself and provision of Mervis SCADA, Mervis DB, Unipi portal and Mervis Proxy services. 

1.7 The Mervis Cloud service is currently in a test phase and its use is not subject to any fees. Termination of the test phase and the resulting price is described in Annexe 1.  

1.8 These terms of use are complemented by numbered annexes which amend or expand the terms of use and which validity is stated. 

2. Terms of Use of the Mervis Cloud services

2.1 Mervis Cloud services are provided continuously (eg. 24 hours a day, 7 days a week) by the provider.

2.2 The provider reserves the right to a previously announced service downtime with the purpose of major modifications of software and/or hardware. The provider is obligated to notify the users at least 48 hours in advance via the provider’s webpage. 

2.3 Temporary limitations or unscheduled downtimes may occur during the service’s operation. The provider will make a maximum possible effort to restore the service in the shortest time possible. 

2.4 The provider is not responsible for downtimes or limitations caused by third-party activities, force majeure or failures of equipment managed by other parties (power outages, telecommunication connection outages etc.)

2.5 The provider is not responsible for any financial, material or other losses caused by the service downtime, data corruption or data loss. In case of downtimes or unavailability of the service, the provider’s liability is equal only to the already paid subscription for the given month. 

2.6 The provider recommends the customer to take the possibility of downtime or malfunction into account to minimize or prevent any damages caused by downtimes or malfunctions. 

2.7 A project created in the product provided by the provider is always under the management of the physical or legal person that registered the project. A person performing the registration is responsible for the project. 

2.8 In case of interest in the SLA guarantee, the customer can send a request to info@unipi.technology. 

3. Customer rights and obligations

3.1 The customer has the right for continuous use of the Mervis Cloud system in the 24/7 mode according to terms described in the previous article.

3.2 The customer has the right to report any malfunctions or deficiencies of the service using a technical support telephone number available on the https://www.unipi.technology/ webpage. 

3.3 Within the product usage, the customer is forbidden from offering or spreading any content in conflict with the Czech Republic laws and the international agreement the Czech Republic is a signatory of. 

3.4 The customer is responsible for any damage caused by unauthorized use of the Mervis Cloud service, both intentional and unintentional. 

3.5 The customer is obliged to pay all fees related to the Mervis Cloud service according to Article 5 and the relevant numbered annexe. 

4. Provider rights and obligations

4.1 The provider has the obligation to provide a continuous Mervis Cloud service in the 24/7 mode according to the terms described in Article 2. 

4.2 The provider has the right to receive payments from the customer related to the usage of the Mervis Cloud service according to Article 5 and the relevant numbered annexe.

4.3 The provider reserves the right to collect data with the purpose of anonymous statistical analyses.

5. Mervis Cloud cost and payment conditions

5.1 The Mervis Cloud service is provided free of charge for the first 3 months after creating a project.

5.2 The Mervis Cloud cost is described in the relevant numbered annexe. The cost depends on the number of data points used in a Mervis SCADA project. 

5.3 The free Mervis Cloud tariff, as listed in the relevant numbered annexe, is presented without technical support and does not include services from other tariffs that are subject to Mervis Cloud fees.

5.4 Invoicing has the form of a subscription for the following month.

5.5 If the monthly fee is not paid, the customer loses their right for all paid services and technical support. 

5.6 If three consecutive monthly fees are not paid, the customer will lose access to their project. All data in the project will be stored for 6 months with the option to restore them. Upon expiration of this period, the data will be deleted.

5.7 The provider reserves the right to amend the valid pricelist. The provider is obliged to inform the customers about the pricelist amendments at least 30 days in advance, using a suitable form such as the provider’s webpage, via an e-mail sent to addresses used for registration, etc. 

6. Termination of the contractual relationship

6.1 The contractual relationship between the provider and the customer is concluded for an indefinite period. 

6.2 Both the customer and the provider have the right to terminate the contract without giving any reason. A one month notice takes effect upon terminating the contractual relationship, starting from the 1st day of the month following after delivery of the termination to the other party. 

6.3 If the customer decides to terminate the contract and has already paid a subscription to the following month, they are not entitled to any refunds of fees already paid for the period the service was unused or will remain unused. 

6.4 If the contract is terminated by the provider, the customer is entitled to a partial refund of the subscription paid for the unused period. The customer is not entitled to the refund if the contract is terminated due to the customer’s violation of any obligation listed in Article 3. 

6.5 Contract termination does not affect the provider’s right to receive payment of all due costs for services ordered. 

7. Closing provisions

7.1 The provider and the customer consider the information included in this contract as confidential, and will not disclose them or make them accessible for any third party without the signed consent of the other party. The non-disclosure agreement is valid for 3 years from the day of contract termination. 

7.2 Non-disclosure agreement does not apply to:
- information about the contract being concluded;
- terms of use of Mervis Cloud;
- providing credentials and the necessary documentation that may be the subject of business
- secrets to law enforcement institutions or a court as part of a judicial proceeding between the customer and the provider;
- all information requested by courts, administrative offices, law enforcement institutions or auditors for purposes sanctioned by the relevant laws. 

7.3 The provider reserves the right to amend these terms of use.

7.4 The provider has the obligation to notify the customer about terms of use amendments at least 30 days in advance, using a suitable form such as the provider’s webpage, via an e-mail sent to addresses used for registration, using a notice on an invoice etc.

Annexe 1, in effect from 28th April 2020

1. The Mervis Cloud is in a test phase, in which the product is offered free of charge. The test phase ends on 30th June 2021, after which the product cost will be governed by this annexe, the following valid annexes and Article 5 of the terms of use. 

2. The Mervis Cloud service is offered free of charge for 3 months from creating a project. 

3. Invoicing is performed in the form of a monthly subscription for the following month.

4. Cost of the Mervis Cloud service is dependent on the number of data points used. A data point is defined as a variable stored to Mervis DB or used in a Mervis SCADA project.

5. For calculating the price charged for the following month, the number of data points in Mervis DB and Mervis SCADA valid as of the last day of the month is used.

6. For domains and projects within the "Mervis Cloud free of charge" the following restrictions apply: 

- Maximum number of projects in a domain: 5
- Maximum number of schematics in a project: 10
- Maximum number of graphs in a project: 10
- Maximum number of images in a project: 10
- Maximum number of data points in a project: 1000
- Maximum number of files in a project: 150
- Maximum total file size in a project: 5 MB
- Maximum total size of data files in a project: 1 MB
- Enabling data point scripts in a domain: Forbidden 

Datapoint price in the Mervis Cloud service will be specified.