Netilion is a multi-brand and cloud-based IIoT ecosystem, designed for processes in industrial process engineering. It connects the physical and the digital world. With Netilion the Endress+Hauser Group uses the digitalization to make knowledge available to its customers to support and optimize their processes and make fact-based decisions fast – anywhere at any time. With its scalable approach and the different digital offerings, Netilion provides options that are precisely tailored to the customer needs.
"Affiliate" means any and all companies or business entities which are a Party’s ultimate parent company and any company which is directly or indirectly controlled by such ultimate parent company. For this purpose, “control” means direct or indirect beneficial ownership of at least fifty percent (50%) of the voting stock, or at least fifty percent (50%) interest in income of such corporation or other business or the right to appoint the majority of the board of the company.
"Content" means any data, contribution, multimedia material, information, or any other material uploaded or shared on the Netilion platform by the user.
"Order" means an offer by customer to purchase Services as set out in customer purchase order in accordance with these Condition of Sale or Your acceptance in writing of Our Quotation, as the case may be
"Order Confirmation" means the document issued in writing to customer confirming the Order at which point and on which date the Contract shall come into existence
"CONTRACT" means the Agreement between the parties
In order to achieve the aforementioned objectives, the Endress+Hauser Group operates worldwide through a large number of different companies to achieve the best results tailored to the local customer’s needs. The ordering customer’s (the “Customer”) contractual partner is the Endress+Hauser legal entity stated in the Offer and Order Confirmation responsible for the customer's area (“Endress+Hauser”; Customer and Endress+Hauser each a “Party” and collectively the “Parties”). The provision of the Services subject to this agreement and the related commercial details will be governed by a separate agreement between Endress+Hauser and the Customer consisting of the offer, the order and the corresponding Order Confirmation including the applicable local Endress+Hauser General Terms and Conditions of Sale (collectively “the Contract”). Thus, the Contract exclusively governs all and any rights and/or obligations arising in connection with the provision of Netilion, unless expressly stated otherwise. These terms shall apply to the Contract to the exclusion of any other terms that Customer seeks to impose or incorporate. For the avoidance of doubt only such supplying entity will have any obligation or liability in connection with or respect to the supply of Services by such purchasing entity; and Endress+Hauser’s ultimate parent entity or any Affiliate thereof (other than the supplying entity) will not be deemed a party in connection with Orders placed by such purchasing entity; Customer acknowledges that Endress+Hauser’s ultimate parent entity and each Affiliate thereof is a separate and distinct entity that manages its own affairs; Endress+Hauser’s ultimate parent entity or any of its Affiliates shall have not any liability or obligation under this Agreement or in connection with the sale of Services pursuant hereto; and Customer hereby irrevocably waives any claim it may have against Endress+Hauser’s ultimate parent entity or any other Affiliate of the selling entity with respect to the sale of Services by the selling entity or any other obligation of the selling entity hereunder.
The Netilion Platform and its services enables the Customer to gather, store, and visualize instrument field data in the cloud (for more information see: https://netilion.endress.com/ ; hereinafter: “Netilion”). The Netilion Platform is required for all services stated in sec. 3.1-3.3 below (“Service(s)”).
If the Customer has chosen one of the following Services, the further technical details of each chosen Service is set out in a corresponding Definition of Service Annex/Attachment attached to the Contract.
Endress+Hauser offers various application solutions to the Customer for monitoring and improving the Customer's own production plant.
Endress+Hauser also offers services tailored to the customers’ specific needs which are provided by Endress+Hauser’s professionals, which are specifically trained.
Endress+Hauser offers the ability to connect devices to the Netilion platform. To build such connectivity, Endress+Hauser offers i) hardware that acts as an intermediary between measuring devices and Netilion (edge device) or ii) Connectivity for hardware that is used for measuring with the ability to communicate directly with Netilion (IIOT Devices). For the avoidance of doubt, this Agreement does not cover the sales and supply of any hardware including the above-mentioned devices.
Endress+Hauser will provide the Services as agreed between the Parties in the Contract.
To enable the Customer to use the Services to their full extent, Endress+Hauser shall make Netilion available to the Customer according to the Service Level Agreement in Addendum 2 (SLA).
Endress+Hauser may use third parties to provide the Services and/or Netilion (“Third Parties”). Further information on the Third Parties involved in the provision of Services and/or Netilion can be found in Addendum 3 (Third Party Management).
Prices/Services Fees and any other commercial terms and conditions in connection with the use of the Services and Netilion are subject to the Contract, including but not limited to prices, payment terms.
The use of Netilion is subject to the Customer meeting the technical requirements defined for the respective Service which are attached as an addendum to this Agreement in accordance with sec. 3 above. In addition, the Customer needs to create a Netilion account (“Registration”).
The Customer shall be entitled to allow access to Netilion to a defined number of its employees (“Authorized Users”). The number of Authorized Users entitled to access the Services is defined in the Order. The Customer will ensure that all Authorized Users comply with the Customer’s obligations under this Agreement. If the Customer becomes aware of any violation of its obligations under this Agreement by an Authorized User or any unauthorized access of the account of an Authorized User, the Customer will immediately notify Endress+Hauser and terminate the relevant Authorized User access to Netilion. The Customer is responsible for any act or failure to act by any Authorized User or any person using or accessing the account of an Authorized User in connection with this Agreement. The Customer acknowledges and agrees that Authorized Users who submit declarations, notifications, or orders to Endress+Hauser act on Customer’s behalf and have the legal authority to bind the Customer.
The Customer ensures that the Customer and any Authorized Users will use Netilion only for the purpose intended by the Contract. All and any other and/or exceeding usages are prohibited by the Customer. Further details are set out in Addendum 4 (Acceptable Use).
Endress+Hauser hereby grants to the Customer the non-exclusive, worldwide, nontransferable, non-sublicensable, limited right to access and use and permit Authorized Users to access and use Netilion for the internal purposes of the Customer, solely in accordance for the purpose and term of the Contract . No title or ownership to Netilion, or any part thereof, shall be assigned or transferred to Customer. For all and any manuals, descriptions, drawings and other documents published or otherwise made available by Endress+Hauser to the Customer relating to the use and operation of Netilion (“Documentation”), Endress+Hauser grants the Customer a non-exclusive, worldwide , nontransferable, non-sublicensable, limited license to use the Documentation for Customer’s internal business purposes, solely in accordance with and during the term of this Agreement.
Endress+Hauser claims no ownership or control over any of Customer Content. Customer retains copyright and any other rights they already hold on the Content and Customer is responsible for protecting those rights as appropriate. Endress+Hauser and its Affiliates will use any data provided by the Customer and processed via Netilion (“Customer Content”), and have a worldwide, non-exclusive, transferable, sub-licensable, royalty-free right to use, host, copy, store, process, remove, configure, perform analyze, aggregate, display, and transmit Customer Content for the purpose of providing, improving and continuously developing the Services and/or Netilion, for analytical purposes, or as otherwise permitted by this Agreement or agreed by the Parties. Rights resulting hereof inure to Endress+Hauser and extend past the termination of this Agreement. The Customer is responsible for the content, management, transfer, use, accuracy, and quality of Customer Content and the means by which the Customer acquires such Customer Content, in particular, the Customer is responsible to ensure that the Customer Content is free of third-party rights.
If the Customer provides any ideas or feedback regarding any Services or Netilion, including suggestions for changes, improvements, or enhancements, support requests (including any related information), and error corrections (collectively “Feedback”), this Feedback may be used by Endress+Hauser and its Affiliates, in addition to the Customer, without condition, restriction, or obligation for compensation.
Any matters concerning security and protection of data are governed by Addendum 5 (Privacy Policy) concerning data protection, Addendum 6 (Data Localization) concerning local solutions for data storage and data processing and Addendum 7 (Security Policy) concerning safety measures.
Endress+Hauser warrants that Netilion is suitable for providing the Services; the provisions of Addendum 2 shall remain unaffected. To the extent permissible under Applicable Law, the Customer’s sole and exclusive remedy for a breach of this warranty is that Endress+Hauser will use commercially reasonable efforts to restore Netilion as soon as reasonable possible so that it complies with this warranty.
Notwithstanding anything else in the Agreement or Purchase Order to the contrary, the aggregate liability of each party to the other party (or any successor thereto or assignee thereof) for any and all claims and/or liabilities arising out of or relating in any manner to the Agreement or Purchase Order or to either Party’s rights or obligations hereunder, whether based in contract, tort (including negligence), strict liability, or otherwise, shall not exceed the price of the Services. To the extent permitted by law, in no event shall Endress+Hauser’s liability extend to include incidental, indirect, consequential or punitive damages. The term “consequential damages” shall include but not be limited to, loss of anticipated profits, revenue or use and costs incurred.
This Agreement will commence on the date of the Order Confirmation by Endress+Hauser.
This Agreement shall commence on the Effective Date and shall continue for a period of one (1) year (“Initial Term”) unless terminated in accordance with this paragraph.
At the end of the Initial Term this Agreement shall automatically extend for an additional one (1) year period thereafter ("Renewal Term”) unless or until terminated by either Party by giving written notice at least ninety (90) days prior to the expiration of the Initial Term or the Renewal Term, or unless terminated as provided in this paragraph.
Either Party may terminate the Agreement for good cause with immediate effect. In particular, such cause entitling either Party to terminate this Agreement with immediate effect exists in the event of the other Party’s material breach – in particular but not limited to breaches of provisions of Addendum 4 – of this Agreement which remains unresolved for a period of thirty (30) days from receipt of notice specifying the breach.
Upon termination of this Agreement the license under sec. 6 shall also expire.
Due to technical changes or changes in the economic conditions of Netilion's operations, an adjustment of this Agreement may be necessary. Changes to this Agreement shall be offered in text form (e.g. email or via Netilion) to the Customer no later than three (3) months prior to the supposed effective date. If the Customer does not object to the changes within the three (3) months, changes shall be deemed to have been agreed. If the Customer objects to the changes, this agreement stands terminated from the day such objection is raised by the customer, without any compensation and with immediate effect.
In the event of any conflicts or inconsistencies between the provisions of the following agreements and documents, the agreement or document with the lower number (number 1 as the lowest) shall prevail, unless an agreement or document of a higher number expressly provides otherwise (i.e. standard wording in purchase orders or similar standard documents shall not be sufficient):
This Agreement is subject to the laws which are applicable at the seat of Endress+Hauser.
The place of jurisdiction shall be at the seat of Endress+Hauser. Endress+Hauser shall also be entitled to take legal actions against the Customer at the Customer’s seat.
Except for sec. 10.3 amendments or supplements to this Agreement, including this sec. 11.4, shall not be effective unless agreed upon in writing and explicitly stating the deviation from this Agreement. No side agreements have been made to this Agreement.
In the event that any provision of this Agreement is or becomes void or unenforceable, the validity of the remaining provisions and the existence of this Agreement shall not be affected thereby. The void or unenforceable provision is hereby replaced by such other provision that comes as close as possible in terms of its economic content to the void or unenforceable provision. The same shall apply if the Agreement is silent about an issue, which should have been stipulated by the Agreement.