Terms and Conditions of Services: Software & Equipment as a Service Subscription and Support
Release date: 03 January 2023
The terms and conditions detailed herein, together with the VPInstruments’ Standard Terms and Conditions of Sale available at the VPInstruments website incorporated by reference in its entirety (collectively “Agreement”), apply to your (“Customer”, “You”, and “Your”) purchase from VPInstruments to the software / equipment as a service subscriptions (mentioned as “Service or Services”) and support described in this document. VPInstruments (Van Putten Instruments BV) as identified on the quote, order acknowledgment, or invoice, is mentioned as “VPI” as from hereon. By placing an order with VPI, Customer agrees to be bound by the terms of this Agreement and acknowledges that they have read this agreement in full.
These Terms and Conditions are available at VPI’s website.
The Service provides the following benefits:
a. Use of the Software. Customer has the right to make use of the software for the duration as specified in the order, which is typically 12 months from the date the annual subscription fee has been paid.
b. In case of an equipment as a service agreement: In addition to use of the software, Customer has the right to use the supplied equipment from the date the annual fee has been paid.
c. Software and firmware Updates. Software and firmware updates, at the time of their release and at no additional cost, will be pushed to the VPVision energy monitoring system during the period of the Software Subscription. The Software and firmware updates will include:
- i. Major updates
- ii. Patches
- iii. Bug fixes
- iv. Additional features. From time to time, additional features will be implemented in VPVision and associated sensors which have a valid subscription.
- v. When applicable, firmware updates for associated sensors are included in the subscription. Update frequency may be limited due to physical limitations depending on the location of the equipment and is typically carried out as part of a re-calibration/ service.
d. Remote support. Remote support is included as part of the Software Subscription and Support Service Agreement. Remote support includes support by email, phone, and via a remote connection to the VPVision energy monitoring system. The VPRouter is mandatory for remote support. Additional costs may be charged when a VPRouter is not in place.
e. Equipment maintenance (For equipment as a service agreements): All associated equipment is maintained by VPInstruments. Customer has the right to send sensors back for annual re-calibration. In case of repair, VPInstruments can replace the product with a similar device, which may be new or refurbished.
f. Shipping costs and customs fees for returning the equipment to VPInstruments are to be paid for by Customer.
g. Shipping costs and customs fees for returning the equipment to customer are paid for by VPInstruments according to our standard terms and conditions of sale.
2. License to use
For Software only subscriptions: In this case, the Subscription and Support Service License covers software only. Hardware is covered by our standard warranty terms (see terms and conditions of sale for details).
For equipment as a service: In addition to the software license, an Equipment as a Service agreement also covers the right to use the equipment for the duration of the contract.
a. Pricing of the Software Subscription is based on the number of measurands (Measurement channels) that are available for connection to the VPVision monitoring hardware. Check with your VPInstruments Sales representative for details. The number of available channels can be seen in the software backend.
b. Pricing of the equipment is based on the actual project configuration, which is described in a quotation or a system description document, which can be found in the annex of the agreement.
c. Costs for recalibration and service may be part of the agreement, depending on customer requirements. These costs cover the re-calibration and service which is a result of normal use, within the specifications of the associated equipment.
4. Start date
Unless otherwise agreed to in a signed, written agreement by VPInstruments, the subscription begins on the date of the original invoice from VPInstruments (or shipment from VPInstruments—whichever is later), regardless of whether you have purchased the Service Program directly from VPInstruments or through a reseller.
When VPInstruments takes care of project management, the subscription start date is the agreed commissioning date of the equipment and/or software.
The standard contract period is 1 year, and license fees are charged in advance, on an annual basis.
6. Additional features during the contract period
Additional hardware products or software channels can be purchased during the period of the Agreement. The Customer will be invoiced for the number of months remaining in the Agreement period for the number of added measurands, or for additional equipment as a service. The number of additional items will be included in the annual cost for renewing the Software Subscription and Service Agreement.
Should the Customer decide to cancel the subscription, the Customer will have the time remaining on the Subscription period to download data. On the expiration date, VPVision software will cease to collect data from the instruments or download software updates. Cancellation needs to be done in writing (electronic or on paper)30 days in advance of the expiration date. All equipment that was offered “equipment as a service” needs to be returned within 30 days after termination of the contract.
All subscription agreements will be renewed automatically for additional periods of 12 months.
9. Overdue payments
If the payment is overdue, depending on the nature of the software and equipment involved, functionality may be limited or suspended. Customer needs to pay the renewal subscription to re-activate the software. A “late fee” may be applicable.
10. Requirement for continuous remote access
For use of VPVision, a continuous remote internet connection is required to use the Software License and for VPInstruments to provide remote support. The VPVision monitoring system hardware includes a cellular router, which provides remote access over a cellular connection and a virtual private network (VPN). When a cellular connection is not possible, the Customer must provide access via a permanent wired Ethernet connection. This may result in additional service fees to be paid.
11. Internet access and VPRouter usage
VPInstruments provides a fair use policy for the VPRouter (via a cellular connection), which means that the Customer can incidentally use the VPRouter to view the VPVision system from remote. Data usage is being monitored and Customer will be invoiced when the fair use limit of 1 GB/ month is exceeded. For intensive users, Customer is welcome to use their own data plan and SIM card with the VPRouter to gain remote access on a 24/7 basis. Remote access will be via the VPCloud and VPInstruments will provide an ID and password. The Customer is responsible for verifying with VPInstruments that the cellular provider they intend to use is compatible with the VPRouter. The Customer is responsible for assuring that the remote connection via their data plan functions on a continuous basis
12. Data backup
Customer is responsible for making and keeping a separate backup copy of any application software and data. VPINSTRUMENTS IS NOT RESPONSIBLE FOR LOST OR CORRUPTED DATA, DAMAGED OR LOST MEDIA, INCLUDING CUSTOMER’S CONFIDENTIAL, PROPRIETARY, OR PERSONAL INFORMATION
13. Network infrastructure
VPVision may become part of Customer’s own Ethernet network. VPInstruments does not take any responsibility for VPVision when integrated in an industrial network that includes third-party products. If you use the VPVision monitoring system together with third-party products, such use is at your own risk. VPInstruments does not provide support or guarantee ongoing integration support for products that are not a native part of the VPVision system.
VPInstruments only provides guidelines based on “best knowledge” on how to integrate the VPVision system and remote IO hardware in an existing Ethernet network but does not take any responsibility for the data transfer over the Ethernet network. Changes in network policy and/or upgrading of network hardware/software might result in remote IO modules becoming unreachable or communication becoming unstable.
14. Project documentation
VPInstruments only provides support on projects which are documented properly. Lack of proper documentation of the system and associated network components may result in additional charges for support.
15. Third-Party Products
Third-Party Products that VPInstruments resells may not be supported by VPInstruments. It may be necessary to address any issues with Third-Party Products directly with the publisher/ manufacturer.
Performance. VPInstruments warrants that: (a) for a period of 90 days from the Delivery Date or longer as stated in Documentation the VPVision Software substantially complies with the Documentation and (b) during the Usage Term, it provides the Cloud Services with commercially reasonable skill and care in accordance with the Documentation and Product Specific Terms.
Warranty is void when software or equipment on which it is authorized for use: (a) has been altered, except by VPInstruments or its authorized representative; (b) has been subjected to abnormal physical conditions, accident or negligence, or installation or use inconsistent with this agreement or VPInstruments instructions; (c) is acquired on a no-charge, beta or evaluation basis; (d) is not a VPInstruments-branded product or service; or (e) has not been provided by an Approved Source. See VPInstruments terms and conditions of sale for further information.
Privacy and confidentiality: All data and system information of the client will be treated as confidential and cannot be shared with other parties without prior consent.
Warranty on hardware equipment, when part of an Equipment as a Service agreement applies for the entire duration of the agreement, if the equipment is used within the specifications as published in the respective user manuals. Damage caused by misapplication, fire, water, or another external event is not covered by warranty. In those cases, additional costs may apply for support hours and support equipment supplied by VPInstruments.
In case of warranty, VPInstruments strives to replace faulty components in the fastest and best possible way. VPInstruments is not liable for any consequential damage due to delay in delivery. In case of Equipment as a service, a used product may be replaced by a refurbished product.