General terms and conditions for Camfil digital services

1. DESCRIPTION OF CAMFIL DIGITAL SERVICES

1. Camfil Group provides air purifiers and other clean air solutions (the “Products”). Some Products are equipped with sensors that are either integrated with the Products or installed separately (collectively called “Sensors”). The City Connect Air purifier is an example of a Product with integrated Sensor and the Air Image Sensor and GoldLink+ are examples of separate Sensors.
2. When a Sensor has been activated, it will continuously collect and transmit information regarding the environment where the Product is placed, such as temperature, particle grades and humidity, etc. (the “Data”). Camfil Group provides various digital services using the Data and analytics of the Data (the “Services”).
3. The Services are intended to increase the value of Camfil Group’s Products. Depending on the Products and Sensors, the Services may, for example, allow Customer to, (a) see the Data and Data statistics via a dashboard; (b) receive warnings, e.g. if the humidity level exceeds normal values or if the filter in the Product needs to be replaced; or (c) regulate the environment by entering required values and thereby controlling the environment where the Product is located. Depending on the Product, the Services are either made available via a Web Portal and accessed through an Account or made available via an URL Link.
4. These terms and conditions (the “Terms”) regulate the use of the Services. For the avoidance of doubt, the Terms do not regulate the sale of the Products.

2. DEFINITIONS

The following expressions shall, when used in these Terms and on the Web Portal, have the meaning assigned to them in this Section 2:           

3. ACCEPTANCE OF TERMS AND ACCESS TO THE SERVICES

3.1 These Terms are included in the purchase agreement (which may be entered into by way of email, phone call, acceptance of a quote, order confirmation or similar) between Camfil and Customer by reference. 
3.2 Where Customer is an FM Provider or a Reseller, providing the Services to its own Customers, the FM Provider or Reseller must include the Terms in its agreement with its own Customers, to ensure that all use of the Services is regulated by these Terms. To the extent the FM Provider or Reseller use the Services, it shall also comply with the Terms itself. For the avoidance of doubt, a Customer that purchases the Services from an FM Provider or Reseller has no contractual relationship with Camfil.
3.3 Section 4 shall apply specifically to Services accessed through the URL Link, and Section 5 shall apply specifically to Services made available through the Web Portal.

4. SERVICES MADE AVAILABLE THROUGH URL LINK

4.1 Subject to the conditions below, and provided that the relevant Product enables such Service functionality, the Services may be accessed directly on the URL Link, including on the touch panel placed on the Product, without any need to create an Account. 
4.2 To access the Services, Customer must connect the Product to a Wi-Fi network with Internet connectivity. It is the responsibility of Customer to connect the Product to a secure Wi-Fi network. Customer is recommended, from an information security perspective, to connect the Product to a network that is separate from the network used for Customer’s core business data.
4.3 Customer acknowledges that Software updates may be provided by Camfil Over-the-air (OTA), without prior notice. 
4.4 The URL Link may be accessed by as many Customer devices as necessary. However, Customer acknowledges that the URL Link shall be kept confidential, and the URL Link may only be shared with eligible employees or representatives of Customer.

5. SERVICES PROVIDED THROUGH WEB PORTAL

5.1 In order to use Services provided through the Web Portal, Customer must:
(a) Sign up for and create an Account, as further described in Section 5.2-5.4.
(b) Obtain the necessary Product and Sensor to utilize the Services.
(c) Follow Camfil’s instructions from time to time regarding the Services, for example relating to Software updates required for the continued use of a Service. 
(d) Upon Camfil’s request, provide access to the Product or Sensor, in order to enable Camfil to perform Software updates.
(e) Pay the subscription fees, as applicable.
5.2 Camfil will perform the initial registration of the Sensors at the Web Portal. To access the Services, Customer must activate the SIM-card on the Web Portal.
5.3 At the time of a new Customer’s first request to use/subscript to the Services, Customer shall enter the information required to active the Sensor and/or Web Portal as instructed by Camfil. 
5.4 User ID’s and passwords must be handled with care and be kept confidential by the User. 

6. GENERAL REQUIREMENTS FOR USE OF THE SERVICES

6.1 Customer shall only use the Services for its intended purposes and in accordance with these Terms and applicable laws and regulations.
6.2 Customer shall take reasonable precautions, in accordance with generally accepted IT-security standards, to ensure that no data is uploaded, or otherwise introduced, to the Services that could damage the Services in any way, such as malware, viruses or similar harmful data.
6.3 Customer is responsible for that all Users use the Services in accordance with these Terms.

7. INTELLECTUAL PROPERTY RIGHTS

7.1 Customer acknowledges that Camfil AB (or a third party) holds all intellectual property rights to the Services and the Software, including documentation and user manuals, and that Camfil AB holds the intellectual property rights to the trademark Camfil. Customer therefore acknowledges and agrees that Customer does not obtain any intellectual property rights to the Software, to the System or to Camfil AB’s registered trademarks and/or trade names.
7.2 Customer may not copy, replicate, alter, modify, adapt, decompile, disassemble, create a derivative work of, reverse engineer, or otherwise attempt to discover any source code of the Software, except to the extent expressly permitted by Camfil AB or under mandatory law. 
7.3 Customer also acknowledges and agrees that, unless otherwise indicated, the Web Portal, the URL Link and their contents are the property of Camfil AB. The copyright and the material contained on the Web Portal and the URL Link belong to Camfil AB (or a third party), and the trademarks appearing on the Web Portal and the URL Link are protected under trademark law. Customer may not copy, replicate or redistribute any of the content of the Web Portal or the URL Link or create a database in electronic form or manually by downloading and storing any such content.

8. CHANGES IN THE SERVICES 

8.1 Camfil may modify the Services, applicable fees for the Services, or these Terms at any time in Camfil’s sole discretion. Any material change to a Service negatively affecting its functionality and noticeable to the User, a change to these Terms, or a change to the applicable fees for the Services, shall take effect thirty (30) days after a written notice regarding the change was served to Customer by a message sent via e-mail or uploaded on the Web Portal. 
8.2 Customer is entitled to terminate its subscription of the Services with immediate effect by written notice if a material change, as referred to above, is not acceptable to Customer. Customer’s continued use of the Services for more than ten (10) days after Camfil’s written notice was served to Customer will constitute the Customer’s acceptance of Camfil’s changes to the Services or these Terms. 

9. COLLECTION AND USE OF DATA 

9.1 The activation of a SIM-card, the connection of a Product to a Wi-Fi with internet connectivity, and the use of the Services will result in the automatic gathering of Data. 
9.2 All Data uploaded to the Services by Customer is owned by Customer. All other Data is owned by Camfil AB. Camfil Group is entitled to access, process, utilize, analyse and aggregate and otherwise process all Data for its own business purposes, including for the purpose of improving, maintaining, supporting, testing and developing the Services and new services, and generating analytics and statistics. 
9.3 Camfil Group is free to disclose any de-identified or aggregated Data to third parties and publicly. Camfil Group’s right to access, process, utilize and publish de-identified or aggregated Data may not be revoked or terminated. 
9.4 For the avoidance of doubt, if Customer is an FM Provider or Reseller and provides the Sensor to its own Customers and administrates the Services or their own related services, FM Provider or Reseller shall also be entitled to use Data, to provide such services to their Customers. 

10. DATA PROTECTION AND SECURITY

10.1 Personal data will be processed by Camfil in cases where an Account is created to access the Services. In such cases Camfil will process personal data for the purpose of administrating, improving, generating statistics and analytics of the Services and to provide access to the Web Portal. The personal data that is collected is restricted to (i) contact information of the User that has created an Account, (ii) User ID’s, password, IP-address and metadata, and (iii) such other personal data that the User disclose regarding himself/herself. For such data processing, Camfil will be the data controller. 

10.2 Camfil undertakes to ensure that the processing of personal data is performed in accordance with applicable data protection legislation, including the General Data Protection Regulation (EU) 2016/679. 
10.3 Camfil provides more detailed information concerning the processing of personal data in accordance with Section 10.1 on its, from time to other, applicable integrity policy on https://www.camfil.com/en/privacy-policy.
10.4 To the extent FM Provider or Reseller administrates the Services on behalf of its Customer, the FM Provider or Reseller will be the data controller for the processing of personal data concerning the Users of its Customer and Camfil acts as sub-processor in relation the FM Provider or Reseller.  

11. CONFIDENTIALITY 

Customer agrees not to disclose any confidential information of Camfil Group. Confidential information includes all business, marketing, technical or other information of a confidential or sensitive nature belonging to, or licensed to, Camfil Group and disclosed to Customer as part of or in connection with the Services. Information shall not be considered confidential to the extent that such information is: (i) already known by Customer free of restriction at the time it is obtained; (ii) subsequently learned from an independent third party free of restriction; or (iii) available publicly. 

12. PRICES AND PAYMENT TERMS 

12.1 Unless otherwise agreed, the Services are provided free of charge. If Camfil should introduce or increase subscription fees for Services, Section 8 applies.
12.2 An FM Provider or Reseller may use a different commercial model in relation to its own Customers than the one set out in 12.1. 
12.3 Unless otherwise agreed and to the extent applicable, (i) Camfil will invoice for the Services monthly in advance, (ii) each invoice must be paid thirty (30) days from the date of the invoice, and (iii) Camfil shall be entitled to interest in accordance with the Swedish Interest Act (1975:635) on any overdue amount, including accrued interest.
12.4 Service fees paid by Customer are non-refundable.

13. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY 

13.1 To the extent not expressly stated otherwise in these Terms, neither Camfil, nor any other entity in Camfil Group, have made or shall be deemed to have made any representation or warranties in respect of the Services, the Web Portal, the URL Link or the Software. Thus, they are provided without any warranties, to the fullest extent permissible by mandatory law. 
13.2 Customer understands and agrees that Camfil will have no responsibility or liability for any damage arising as a result of any inaccuracy in the information or Data processed as part of the Services or as a result of a failure to store Customer’s input information or Data. Customer also understands and agrees that the provision of the Services contains elements of hosting services and communications, and that the provision of such services might not be free from errors, meaning that the provision of the Services may be interrupted or suspended, and that Camfil will have no liability with respect thereto.
13.3 Services provided by Camfil using sub-contractors are subject to the third party supplier’s, from time to time, applicable terms and conditions and Camfil cannot grant any additional rights, or take any additional responsibility or liability in excess of such terms.
13.4 Camfil will have no liability for any of the following loss or damage: (a) loss of revenue; (b) loss of actual or anticipated profits or savings; (c) loss of business; (d) loss of goodwill or reputation; (e) loss or corruption of, or damage to data, system or programs; or (f) any indirect or consequential loss or damage howsoever caused, except as provided under mandatory law. Further, Camfil’s liability for potential damages under these Terms shall, for each contract year, be limited to a maximum amount equal to 10,000 EUR.
13.5 Customer shall indemnify and hold harmless Camfil and any other entity of the Camfil Group from and against any and all claims, liabilities, losses and damages, costs and expenses (including but not limited to any fines and legal expenses), caused by Users, its employees or other representatives or by its third parties or arising out of the Customer’s breach of any of its obligations under these Terms or any of its obligations under laws in connection with its use of the Services, including the Software, the URL Link and the Web Portal.

14. FORCE MAJEURE

Camfil shall not be liable for any failure to perform its obligations under these Terms if such failure is caused by a force majeure event such as any failure by a third party supplier of goods or services, communications outages or interruptions, accidents, strikes, labour trouble, earthquakes, flood, fire, riot, revolt, acts of war or terrorism, acts of governmental authority or the occurrence of any other event beyond the reasonable control of Camfil. 

15. ASSIGNMENT, ETC. 

Customer is not entitled to assign, delegate or pledge any right or obligation under its subscription and these Terms, either in whole or in part, against payment or free of charge, without the prior written consent of Camfil. Camfil is entitled to assign, delegate or pledge any right or obligation under these Terms, or these Terms in their entirety, to Camfil AB or any direct or indirect subsidiary of Camfil AB. 

16. TERM AND TERMINATION

16.1 The Services are valid until further notice and may be terminated by either party with three (3) months written notice. Service fees for subscription-based Services paid by Customer in advance are non-refundable in accordance with Section 12.4. 
16.2 Each of the parties is entitled to terminate the Services with immediate effect if (a) the other party commits a breach of these Terms that, if capable of being cured, is not cured within ten (10) working days after the party was informed about the breach or (b) the other party is declared bankrupt, goes into liquidation or can otherwise reasonably be considered as being insolvent. 

17. GOVERNING LAW AND DISPUTE RESOLUTION 

17.1 These Terms shall be governed by and interpreted, and all rights and obligations of the parties shall be determined, in accordance with the substantive laws of the country in which Camfil is based. Any dispute, controversy or claim arising out of or in connection with the Services or these Terms, or the breach, termination or invalidity thereof shall be settled by general Court of Law in the county in which Camfil is based.