Gateway Exploration Terms and Conditions

The Gateway exploration service is provided by Envio Systems.  This service will involve hardware “Tria Gateway device” and Software “VNC Software”.  This service is performed by a member of Envio Systems and/or its subsidiaries to gain insights into your building management system, and the devices installed in your building.  This service is provided free of charge, and will be completed prior to a signed Contract and Statement of Work (SOW).  

By plugging in the Gateway device, the Customer agrees to accept the terms and conditions of the Gateway Exploration service detailed herein.  If you are entering into this agreement on behalf of a company or legal entity, you represent that you have the authority to bind such entity to these Terms and Conditions.  If you do not have such authority or if you do not agree with the terms of conditions, you must not accept these terms and conditions nor use the Gateway device and accompanying VNC Software.

1. Definitions
“Building Management System” (BMS) is a computer-based control system installed in buildings that controls and monitors the building’s mechanical and electrical equipment
“Customer” means the natural person or legal entity which agrees and signs these terms and conditions
“Confidential Information” means any information, trade secrets or other proprietary information which is either designated as confidential or is by its nature confidential, including Customer Communications and Deliverables.
“EU Data Protection Laws”: EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR.
“GDPR”: EU General Data Protection Regulation 2016/679.
“Personal Data” means any information relating to an identified or identifiable natural person.
“Remote access” is the ability to access a computer or a network remotely through a network connection.
“Statement of Work” (SOW) means a statement of work that describes scoped Professional Services.
“Tria Gateway Device” – is a device used to scan your building management system (BMS) for mechanical and electrical equipment operating within the building and BMS
“Virtual Networking Computing” (VNC) Software is a graphical desktop-sharing system that uses the Remote Frame Buffer protocol (RFB) to remotely control another computer. 

2. Remote Access to BMS Computer

2.1 By installing the VNC Software provided by an Envio Systems GmbH (Envio) Sales employee you grant us permission to remotely access the computer containing your building management system.

2.2 By providing Envio remote access you grant permission for Envio to explore the building management system, which may include but is not limited to gathering information on installed equipment (number of devices, type of equipment, age, maintenance schedules) building floor plans (mechanical and electrical), system schedules (run-time of devices), type of building management system installed (e.g KNX, Lonworks, etc).

2.3 Envio may download or take screen-shots of information contained within the system.  The Customer may request in writing the deletion of any and all data collected at anytime

2.4 Envio confirms that any accessed information will be kept confidential as pertained in section 5

2.5 The Customer agrees to provide Envio with a set time to remotely access the computer.  The Customer agrees not to use the computer during this period.

2.6 Envio hereby confirms that no personal data will be downloaded, copied, forwarded or saved during the exploration service.  If personal data exists on the machine, Envio agrees to keep all data confidential and comply with all GDPR and Privacy laws within the operating jurisdiction.

2.7 During the exploration Service, Envio may, as part of the testing phase make slight modifications to areas within the building management system.  These changes made are not permanent, and are modified for a short period of time to test reaction time of devices and the system. Any modifications will be noted and reverted prior to completion of the exploration service.

2.8 The Customer acknowledges that Envio may need to restart the BMS head-end computer to update the operating system or install new software.  Customer hereby grants permission for Envio to make changes to the BMS computer if necessary.  

2.9 Envio confirms that if any new software is required, notification prior to installation will be provided to Customer. 

3. Data Protection and Security

3.1 Envio will implement and maintain reasonable administrative, physical and technical safeguards that are designed to prevent any unauthorized use, access, processing, destruction, loss, alteration, or disclosure of any of Customer’s data, including any applicant or employee data furnished by Customer (“Customer Data”) as may be held or accessed by Envio.  Envio agrees that it will not sell, disclose, transfer, share or rent any Customer Data under any circumstances except, in each case, to an Affiliate in connection with the Services.

3.2 Access to BMS Computer and Building Management System. Access, if any, to Customer’s computer, telecommunication or other information systems (“Systems”) is hereby granted solely to provide the Services described in this Agreement and is limited to those specific systems, time periods, and personnel as are reasonably needed to effect the purpose of this Agreement.  Access is subject to business control and information protection policies, standards, and guidelines as may be provided by Customer. Without limiting the foregoing, Envio warrants to Customer that it has adequate security measures in place to comply with the above obligations and to ensure that access granted hereunder will not impair the integrity and availability of Customer’s systems.

3.3 Access is subject to business control and information protection policies, standards, and guidelines as may be provided by Customer.  Without limiting the foregoing, Envio warrants to Customer that it has adequate security measures in place to comply with the above obligations and to ensure that access granted hereunder will not impair the integrity and availability of Customer’s systems.

4. Tria Gateway Device usage

By connecting the Gateway to the network of the Building Management System the Customer grants permission to Envio to use the Gateway device to:

4.1 Scan the network for devices and data

4.2 Collect equipment and device information

4.3 Collect device information points, this may include but is not limited to energy data, temperature, air quality, device runtime etc.

5. Intellectual Property

5.1 Customer Data. Customer retains all rights, title and interest in its Customer data, and this agreement does not grant envio any rights to customer data or intellectual property rights embodied in customer data except for the limited rights expressly set forth in this agreement.

5.2 Blind Data.  Notwithstanding anything to the contrary, Envio will be free (during and after the term hereof) to, without any obligation to Customer to collect, develop, create, extract, compile, synthesize, analyze and commercialize statistics, benchmarks, measures and other information based on “Aggregated Data.” “Aggregated Data” means Customer Data that is: (i) anonymized by removing any personal or other information so the data is in no way attributable to a specific customer or any individual; (ii) combined with the other data; and (iii) presented in a way which does not reveal the Customer’s or any individual’s identity.

6. Confidentiality 

6.1 Each party agrees to maintain all Confidential Information received from the other party in secrecy and confidence during the term of the Agreement, and for a period of five (5) years after the termination or expiry of the Agreement, using the same degree of care as it used to protect its own confidential information. In no event will the receiving party use less than a commercially reasonable degree of care.

6.2 Each party will limit the disclosure of the other party’s Confidential Information to those of its employees and contractors and the employees and contractors of its Affiliates with a need to access such Confidential Information for a party’s exercise of its rights and obligations under this Agreement, and then only to employees and contractors subject to binding disclosure and use restrictions at least as protective as those in this Agreement. 

6.3 Each party’s obligations under this Section will remain in effect during, and for five years after termination of this Agreement. Receiving party will, at the disclosing party’s request, return all originals, copies, reproductions, and summaries of Confidential Information and other tangible materials and devices provided to receiving party as Confidential Information, or at the disclosing party’s option, certified destruction of the same.

6.4 The Receiving Party’s non-use and non-disclosure obligations hereunder will not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known by it prior to receipt of the Confidential Information; (ii) is or becomes publicly available through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party without restriction on use and/or disclosure from a third party; (iv) is independently developed by or for employees of the Receiving Party without use of or reference to any Confidential Information of Disclosing Party; or (v) is required to be disclosed pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party).

7. Liability

7.1 Limitation of Damages. Except with respect to breaches of section 6 of this agreement, neither party will be liable for any indirect, special, incidental, punitive or consequential damages of any kind (including lost profits), regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise, even if informed of the possibility of such damages in advance.

7.2 Limitation of Liability. in no event will either party or their respective directors, officers, agents, or employees, be liable to the other party for any reason, whether in contract or in tort, for any claims, suits, liability or damages arising out of or based upon this agreement, in the aggregate, exceed the amount actually paid by customer to envio under this agreement in the twelve (12) months preceding the first incident out of which the liability arose, regardless of the form in which any legal or equitable action may be brought.

7.3 Limitation of Claims. Any claim or cause of action arising out of or related to use of the Service or to the Agreement must be filed within one (1) year after such claim or cause of action arose, or be forever waived.

8. Waiver

8.1 Waiver. No failure or delay by a party to exercise (partially or completely) any right or remedy provided under these Terms and Conditions or by law will constitute a waiver or restriction of that or any other right or remedy.

I hereby agree to the terms and conditions outlined within this document.