Terms and Conditions

Service Level Agreement PULSE CORE
SLA PULSE CORE Services, 21-12-2022, Version 4.0 Page 1 Definitions

In this service level agreement, the following terms are defined as:
“Processed data”: Raw data that is processed and enriched by SPIE for the purpose of the Service(s). “Service(s)”: all activities agreed upon between SPIE and the Client regarding PULSE. “Client”: a natural person or legal entity with whom SPIE enters into a legal relationship as contractor. “Agreement”: the agreement between SPIE and the Client for the performance of the Service(s). “PULSE Analytics”: SPIE’s online platform that monitors data from sensors and measurement systems of technical installations for irregularities and malfunctions, among other things, or provides insights to improve building performance and maintenance. “PULSE Connect - fault reporting”: receipt and analysis of fault reports submitted to and read out by measurement and control systems at PULSE. “PULSE Connect – Remote Access”: PULSE BMS Access Portal used for all (relevant) BMS systems to make SPIE services accessible remotely. “PULSE Display” - display functionality that can be implemented at the Client's premises for the graphical display of building-related data and additional content such as news and traffic information. “Raw data”: data from the Client's installations and systems that are subjected to Software systems without processing. “SLA”: description of the agreements and responsibilities between SPIE and the Client regarding the PULSE Services provided by SPIE. “Software systems”: SPIE system for optimal service provision regarding mapping the functioning of the Client's installations and systems. Such as PULSE Analytics, PULSE Connect, and PULSE Display. SPIE: SPIE Building Solutions B.V.

Article 1 – Data and Information Processing
1.1. The Client shall provide SPIE with access, if necessary—remotely if necessary—to the Raw Data and systems on which the Client’s software, apps, etc. operate.
1.2. The Client shall provide access (remotely) as referred to in paragraph 1 by means of a secure connection (such as a VPN connection).
1.3. SPIE shall endeavor to ensure uninterrupted use and continuity of the services to the best of its ability and knowledge.
1.4. In the event of changes, including but not limited to: changes to the purpose and/or functionality of the buildings, installations, and grounds, the parties shall consult regarding the possible consequences for the continuation of the Service(s).
1.5. The Client is responsible for the correct, available, and secure operation of software, systems, sensors, connections, and/or databases used by the Client or third parties.
1.6. To the extent that the Client has the data and/or ICT managed by a third party, the Client guarantees the correct execution of the Agreement by such third party(ies).
1.7. Changes to the Building Management System and concurring systems configured for the Service(s) shall take place in consultation with SPIE.
1.8. The impact of a change as referred to in paragraph 7 shall be assessed by SPIE, as well as the possibility of continuing the Service within the current agreement.
1.9. Work arising from paragraph 7 and/or paragraph 8 shall be calculated by SPIE reasonably and charged to the Client.

Article 2 – (Intellectual) property and user rights
2.1. All (intellectual) property rights of the Processed data and of the Software systems shall at all times rest with SPIE.
2.2. SPIE obtains from the Client all user rights to the Raw data for the purpose for which it is intended.
2.3. SPIE is entitled to use the Raw and Processed data for the purpose for which it was obtained, being the improvement of SPIE's services.
2.4. For the purposes of the Agreement, SPIE grants the Client a non-transferable right to use the Software systems via the infrastructure made available by SPIE.
2.5. The user right for the Software systems applies for the duration of the Agreement and is valid from the moment SPIE has received a written, signed order from the Client and when the associated monetary fees have been paid in accordance with the agreed payment terms.

Article 3 – Management & Support
3.1. SPIE manages its Software systems and will endeavor to do what is reasonably possible to optimize the availability of the systems. Regular management includes the execution of security patches, updates, and/or release upgrades, as well as:

• the necessary actions to detect errors present in the most recent version of the Software systems.
• Detecting and correcting software errors in SPIE's Software systems (bug fixing);
• SPIE ensures data protection and the continuity of its systems through daily backups and monitoring of these backups. These backups are non-disruptive, which means that they do not hinder the availability and access to the systems;
• Fallback tests performed within the framework of redundancy of the software systems and data;

3.2. SPIE will implement redundant data storage and software for which proprietary systems are used to prevent loss of received data and to maximize availability. For data storage in the cloud, locally redundant storage in the Netherlands is used.
3.3. If the Client uses a telephone connection for fault reporting or data transfer (outdated technology), it is not possible to switch to the redundant location for the relevant service provision.
3.4. SPIE will endeavor to report deviations in monitored data to the Client, depending on their relevance. The costs for the work involved in repairing and optimizing the systems are not part of the Service provided.
3.5. It is necessary for the Client to carry out (or have carried out) the required control engineering maintenance in order to effectuate, at the very least, the performance improvement of the building-related systems.

Article 4 – Security
4.1. SPIE applies an information security policy to its PULSE Services based on the security standard ISO/IEC-27001:2017.
4.2. The Client is responsible for adequate security and availability of its own infrastructure, including installations, building management systems, ICT network, and the access thereof to SPIE and/or parties and platforms in accordance with applicable laws and regulations and the latest state of the art, including applicable security software updates. Service Level Agreement PULSE SLA PULSE Services, 21-12-2022, Version 4.0 Page 2.
4.3. The Client is responsible for the careful confidentiality and use of the assigned access codes and passwords and the units/products/components purchased therewith.
4.4. SPIE shall, insofar as access to its systems is concerned, endeavor to create a secure environment for its users, through, among other things, secure VPN connections and 2-factor authentication for the GBS portal.
4.5. Changes to personal accounts shall be communicated by the Client to SPIE's account manager.
Article 5 – Cooperation
5.1. The Client shall provide the cooperation required for the execution of the Services, including but not limited to: guidance, provision of information, and granting access to premises, work areas, and systems or installations linked to one of the PULSE modules.
5.2. Upon termination of the Agreement of which this SLA forms part, the Client shall cease using the Processed data and Software systems and shall immediately return the relevant documents to SPIE. SPIE is entitled to verify (or have verified) compliance with this, to which the Client shall cooperate.

Article 6 – Liability
6.1. SPIE is not liable for damage caused by third parties who have gained access in any way to the Client's installations, building management systems, and ICT networks.
6.2. SPIE is not liable for loss of Raw Data, unless the data loss is caused by an attributable failure on the part of SPIE.

6.3. SPIE shall in any event not be liable if a failure is the result of:

• causes not attributable to SPIE;
• force majeure, including all circumstances whereby SPIE is temporarily or permanently unable to fulfill its obligations, such as a nationally recognized strike, transport difficulties, fire, government regulations, including in any case import and export bans, quotas and operational disruptions at SPIE or at its suppliers, as well as attributable failures by its suppliers, as a result of which SPIE can no longer fulfill its obligations towards the Client;
• disruptions in the energy supply, in communication links or in equipment or software of the Client, SPIE, or third parties;
• actions by a third party who has not received written permission from SPIE to access the Software systems;
• unauthorized action or failure to act by the Client, if this action is required for the execution of the Service; failure to follow advice from SPIE, including modifying / using a delivered Service differently; failure to comply with the connection conditions as described in Article 7.

  6.4. If a circumstance such as the above-mentioned occurs, SPIE shall, in order to limit adverse consequences arising therefrom for the Client, take such measures as can reasonably be expected of it.
  6.5. To the extent that SPIE is demonstrably in default in its Services, SPIE shall at all times be liable exclusively for direct damage up to a maximum of the contract sum for the relevant Service, but shall never exceed € 25,000.
  6.6. In no event shall SPIE be obliged to compensate the Client or third parties for indirect damage, including but not limited to business damage, production loss, loss of turnover and/or profit.
  6.7. The Client shall indemnify SPIE against claims from third parties related to the Service(s) performed pursuant to the Agreement.
  6.8. If hardware is installed by SPIE for the Services, including but not limited to Haeppey sensors and PULSE Connect equipment, the Client is obliged to take the measures that can reasonably be expected of him to prevent loss, theft, or damage.
  6.9. To the extent that the obligation referred to in paragraph 8 has demonstrably not been met, SPIE is entitled to reasonably charge the costs for such loss, theft, or damage to the relevant equipment.

  
  Article 7 – Connection Conditions
  7.1. The Client must ensure that the systems using “PULSE Connect – fault reporting” are equipped with a maintenance mode that prevents notifications from being created incorrectly in the event of maintenance.
  7.2. The maintenance mode as referred to in paragraph 1 must be made available to SPIE by the Client or a third party designated by him by means of a login option to the BMS.
  7.3. In the event that “PULSE Connect” is used, the Client agrees that the source software of the BMS will be managed by SPIE.
  7.4. In the event that “PULSE Connect” is used, the Client agrees that an authorized person within SPIE will be granted full rights to the BMS software.
  7.5. In the event that “PULSE Connect – fault reporting” is used, the Client shall cooperate in classifying notification groups according to a standard used by SPIE, which allows for a distinction to be made regarding the urgency of different notifications.
  7.6. SPIE has the right to temporarily block malfunctions of the BMS systems if these prove to be unjustified and/or irrelevant, or are already being processed, while simultaneously unnecessarily (over)loading SPIE’s systems.
  7.7. The Client shall ensure that systems using “PULSE Connect – fault reporting” are equipped with a built-in test message allowing the operation of the fault reporting to be verified via the Software systems.
  7.8. In the event that the “PULSE display” is used, the Client agrees that the data shared with the displays may also be viewed by a third party, for example, the manufacturer of the specific PULSE hardware required.
  7.9. If energy meters with an EAN code must be used for the Services, SPIE obtains permission to view and disclose the electricity and/or gas consumption data.
  7.10. If an export of Raw Data from the Client is required for the Services, the Client shall cooperate in supplying usable Raw Data to SPIE.
  7.11. The Parties shall calibrate sensors that are relevant to the performance of the Services within the applicable calibration period.

  
  Article 8 – Termination
  8.1. This SLA terminates upon termination of the Agreement.
  8.2. The Client has the option to request the provision of Raw Data to the Client within 30 days after termination of the Agreement. After the 30-day period, SPIE is entitled to delete the data, or SPIE has the right of use to use this data in an anonymized form to improve its services.

  8.3. SPIE has the right to freely (re)use the Processed data in anonymized form, at least after the termination of the Agreement.