Agreement
This is an Agreement between you (“Customer”) and Monitor Hut Limited (“Monitor Hut”) regarding the use of the Monitor Hut software as a service and/or hardware, which purpose is to provide business data analytics and energy performance consumption at the Customer’s designated site(s) via the Monitor Hut cloud platform from equipment installed at the Customer’s designated sites. The Software as a Service purchased is confirmed on the invoices received. According to the specific purchased plan in the invoice, the Customer will be designated an account and a specific Monitor Hut cloud platform set of functionalities.
By accessing or using our information the Customer is accepting: (a) To be bound by our terms and conditions contained in this agreement, and (b) All details contained on an exchange of emails, order confirmation and invoice.
Products and Applicability
This agreement applies to the online Monitor Hut software as a service and relative plans, metering hardware purchased from or through Monitor Hut and the Monitor Hut software that may be preinstalled on a device or acquired from a retailer/distributor and installed, the media on which you received the software (if any), any fonts, icons, images or sound files included with the software, and also any Monitor Hut updates, upgrades, supplements or services for the software unless other terms come with them. If this agreement contains terms regarding a feature or service not available on your device or online software, then those terms do not apply.
Additional Monitor Hut and third party terms may apply to your use of certain features, services, and apps, depending on your hardware capabilities, how it is configured, and how the Customer uses it. Please be sure to read them. Some Monitor Hut apps provide an access point to or rely on, online services, and the use of those services is sometimes governed by separate terms and privacy policies. The Customer can view these terms and policies by looking at the service terms of use or the app’s settings, as applicable. The services may not be available in all regions.
Monitor Hut or the installer may include additional apps, which will be subject to separate license terms and privacy policies. The software and apps may include third party programs that are licensed to you under this agreement, or under their own terms.
Data privacy and data protection are of high priority for Monitor Hut which implements security processes to maintain data confidentiality. Monitor Hut reserve the right to research and use the energy data collected for the enablement of other functionalities and services for the benefit of Customers.
Customer Data and Warranties
The Customer alone is responsible for the accuracy, quality, integrity, legality, reliability, suitability and intellectual property rights in the use of all Customer Data uploaded or transmitted by the Customer to the Service, and neither Monitor Hut nor its suppliers will be responsible for its elimination, correction, destruction, damage, loss or error arising during the storage of the Customer Data.
The Customer alone is responsible for Customer Data, for the use of the Customer Data and to make sure that any activities in connection with the Service do not violate, infringe or misappropriate any third party’s rights.
Any Customer Data may be retained, deleted and/or discarded on notice to Customer if the Customer fails to fulfil any of its obligations or breaches any conditions of this Agreement, including without limitation the obligation to pay fees for the Service.
The Monitor Hut Service is provided “as is” and all other implicit or explicit conditions, representations and warranties, whether legal or of any other kind, including without limitation warranty of merchantability, satisfactory quality, or fitness for a particular purpose or non-infringement, are disclaimed to the maximum extent permitted by the applicable law.
There is no warranty that the Service will be uninterrupted or error free; nor any warranty as to the results that may be obtained from the use of the Service or as to the accuracy, reliability, or content of any information or services contained in or provided through the Service. You agree not to hold Monitor Hut liable for the content or loss of any data transferred either to or from you by you via the Service.
For purposes of maintenance, statistics and for developing, improving and providing Monitor Hut’s products and services, the data read from the Customers’ measuring devices may be randomly and anonymously recorded and processed by Monitor Hut and its technology suppliers.
Agreement Period
This Agreement shall be in force for the term set out on the accepted quote/invoice, which for software as a service is a minimum of one year unless a different agreement has been provided by Monitor Hut and shared with the Customer by email or in the invoice.
The Commencement date of the agreement is set out on the date the Customer receives credentials to access the dashboard.
From time to time Monitor Hut may make alterations to the Data or service that the Customer enjoys and pricing associated with the service. Monitor Hut will take all reasonable steps to inform you of these changes with as much advance warning as possible. You might be contacted during this Agreement period regarding new developments and products.
Evergreen
The software-as-a-service subscription value is dynamically calculated each year(s) depending on Customer’s use of the Services and may include subscription fees for the remainder of Customer’s applicable billing period and overage fees for the prior year and according to your specific agreement.
The subscription and agreement terms will automatically renew for an additional same number of years as specified in the item description of the invoice unless terminated by either party. A Customer can request a cancellation by giving written notice by email to hello@monitorhut.co.uk. For annually rolling licenses, renewal cancellation requests must be sent by the Customer to Monitor Hut at least 60 days before the renewal anniversary.
By providing credit card information and agreeing to purchase any Monitor Hut Services, the Customer hereby authorises Monitor Hut (or its designee) to automatically charge Customer’s credit card on the same date of each calendar month/year (or the closest prior date, if there are fewer days in a particular month/year) during the Subscription Term for all fees accrued as of that date (if any) in accordance with the applicable Order Form. The Customer acknowledges and agrees that the amount billed and charged each month may vary depending on Customer’s use of the Services and may include subscription fees for the remainder of Customer’s applicable billing period and overage fees for the prior month/year.
The Customer agrees that the subscription is payable for all the registered data points (or data feeds) as shown on the platform and according to the subscribed pricing plan for as long as Monitor Hut has not received a termination notice from the Customer and the platform is available through web login, even in the case of no data or in the case of noncommunicating metering devices or in case of the platform showing historical data only.
Charges and Payment
In consideration of Monitor Hut providing you with the Services, materials, and information you agree to pay the amount specified in your order confirmation on the times and dates specified therein. For hardware and software purchase, unless otherwise specified in the Order Confirmation or invoice all payments must be made upfront.
Elastic Pricing: The Monitor Hut technology allows the Customer activating / deactivating meters/data points as required and pay for what is active in a given month, while the minimum activation period for a given point in one month (only for credit card-based subscribers).
The Customer agrees that Monitor Hut may review the Standard prices for the Service. Any price increase to the Standard price would only come into effect at the time of annual renewal or upon the start of a new agreement. Monitor Hut will give you one at least two months’ notice of the said increase before the renewal of each twelve-month Agreement period.
The price for the Service shall be exclusive of any value-added tax which amount you will pay in addition when it is due to pay for the Service.
If the Customer fails to pay Monitor Hut any sum due pursuant to the contract, the Customer shall be liable to pay interest to Monitor Hut on such sum from the due date for payment at the annual rate of 7% above the base lending rate from time to time of ECB, accruing on a daily basis until payment is made, whether before or after any judgment. Monitor Hut reserves the right to claim interest under the EC (Late Payment in Commercial Transactions) Regulations 2002.
If payment is not successfully settled due to expiration of a credit card, insufficient funds, or otherwise, the Customer remains responsible for any amounts not remitted to Monitor Hut and Monitor Hut may, in its sole discretion, either (i) invoice the Customer directly for the deficient amount, (ii) continue billing the credit card once it has been updated by the Customer (if applicable) or (iii) terminate this Agreement.
Password and Security
Monitor Hut will provide the Customer with an account name with a unique username and password to enable the Customer to access the service via a designated cloud platform.
Obligations, Hardware Warranties, and Limitation of Liability
Monitor Hut warrants that as from the date of delivery the Monitor Hut hardware and all their component parts, where applicable, are free from any defects in design, workmanship, construction or materials.
Specifically, Monitor Hut gives the Customer no warranty or assurance about the contents of the information, materials or database. Whilst Monitor Hut does endeavor to maintain the accuracy and the quality of the information, materials, and database, they may be incorrect due to changes out of our control. Therefore, any use the Customer makes of the information, materials or database is at Customer’s own risk.
Monitor Hut disclaims all liability in the contract (including negligence) or otherwise in connection with the Service for any indirect, incidental, third party, special or consequential loss, loss of profit, revenue, savings or data which may result from the use, delays in use, or inability to use the Service.
Monitor Hut’s entire liability in respect of all claims arising out of or in connection with this agreement or its subject matter in any month period (considered retrospectively from the date on which the course of action arose) shall not exceed an amount equal to the sums payable by the Customer to Monitor Hut in respect of that month period.
Nothing in this clause 7 or any other provision of this Agreement shall seek to exclude or limit liability for death, personal injury or fraudulent misrepresentation.
If Monitor Hut believes that the Customer has breached any provision of this Agreement or in the event of Customer’s insolvency or bankruptcy, Monitor Hut may, with immediate effect and without notice, terminate this Agreement or suspend access to the Service.
Suspension and Termination of Recurring Billing
If Customer’s account is fourteen (14) days or more overdue, in addition to any of its other rights or remedies (including but not limited to any termination rights set forth herein), Monitor Hut reserves the right to suspend Customer’s access to the applicable Service (and any related services) without liability to Customer until such amounts are paid in full. Monitor Hut also reserves the right to suspend Customer’s access to the Services without liability to Customer if Customer’s use of the Services is in violation of the acceptable use policies.
Customer agrees that in case of Suspension or Termination of this Agreement, Monitor Hut may stop the data acquisition and will have no liability in case of data loss, Customer access loss to the platform, or any other inconveniences caused.
To terminate a Customer agreement with Monitor Hut, Customer must send an email to hello@monitorhut.co.uk. The agreement will be terminated by the end of the agreement period. A termination notice can also be served by recorded first class post to the registered address of Monitor Hut(*)
Effect of Termination
On termination of this agreement for whatever reason, Customer must take reasonable steps to delete any proprietary Monitor Hut information, and neither the Customer nor any third party will make any further use of the platform.
Indemnity
Customer agrees to indemnify, defend and hold Monitor Hut, its parents, subsidiaries, affiliates, officers and employees harmless from any loss, cost, damage, claim, award or demand, including reasonable legal fees: (a) Made by any third party or incurred or suffered by Monitor Hut or its parents, subsidiaries, affiliates, officers or employees in connection with the Customer’s use of the Service in breach of this agreement or negligence or (b) Made by the Customer relying on the contents of the information, materials or in any other way connected to the provision of the Service.
Force Majeure
Monitor Hut will not be liable for failure to perform any obligation under this agreement if such failure is caused by the occurrence of any unforeseen contingency or circumstances beyond the reasonable control of Monitor Hut, including without limitation Internet outages, communications outages, fire, flood war or act of God.
These terms shall survive any termination of this Agreement.
Confidential Information
Each party (as “Receiving Party”) agrees that all code, inventions, know-how, business, technical and financial information it obtains from the disclosing party (“Disclosing Party”) constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any Monitor Hut Technology, performance information relating to any Service, and the terms and conditions of this Agreement will be deemed Confidential Information of Monitor Hut without any marking or further designation.
Except as expressly authorised herein, the Receiving Party will (1) hold in confidence and not disclose any Confidential Information to third parties and (2) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under this Agreement. The Receiving Party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know (including, for Monitor Hut, the subcontractors, provided that such representatives are bound to confidentiality obligations no less protective of the Disclosing Party than this Section 15 and that the Receiving Party remains responsible for compliance by any such representative with the terms of this Section.
The Receiving Party’s confidentiality obligations will not apply to information that the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may make disclosures to the extent required by law or court order, provided the Receiving Party notifies the Disclosing Party in advance and cooperates in any effort to obtain confidential treatment. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.
Miscellaneous
If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck out and the remaining provisions shall remain enforceable.
The parties confirm their intent not to confer any rights on any third parties by virtue of this Agreement and accordingly the Contracts (Rights of Third parties) Act 1999 shall not apply to this Agreement.
The failure of Monitor Hut to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such a right. This Agreement constitutes the entire agreement between Customer and Monitor Hut in relation to the Service.
Notwithstanding any other term of this agreement, Monitor Hut does not limit or exclude liability for death or personal injury arising from its negligence.
(*) The registered address of Monitor Hut Ltd.
Company Number: 14659104