NTI Remote Contractor TD Service Agreement
This is an agreement between BETWEEN The company NTI Boilers Inc. headquartered at 30 Stonegate drive, Saint John, New Brunswick, registered in the New Brunswick Canada Trade and Company Register as number 012169, Represented by: Andrea Monti Guarnieri, President & CEO Hereinafter referred to as "[the Company]"
AND
The entity you represent as per the information entered into the Platform master data. Hereinafter referred to as “TD User”
"The Distributor and the TD User are also hereinafter referred to individually as the "Party" or collectively as the "Parties".
WHEREAS
- The Company has developed a service, called “NTI Remote Contractor" which allows:
- To connect to the internet the Company’s products equipped with a specific gateway (either embedded or stand-alone)
- The contractors authorized to deal with the Company's products, to monitor the system also by receiving messages indicating any malfunctions and to intervene, with the prior authorization of the end user, so as to adjust the main operating parameters or restore a limited number of functions remotely via a web application, i.e. remote diagnosis, hereinafter referred to as “TD Service”.
Now, therefore, according to and in consideration of the foregoing recitals, the Parties hereby agree and as follows.
CLAUSE 1 – Purpose
- By entering into this agreement (hereinafter: "Agreement") the Company undertakes to grant the TD User internet access to the platform ("Platform") made available by the Company on its server ("Server"), for the sole purpose of using the service " NTI Remote Contractor" by the TD User pursuant to the terms of the Agreement, as may be integrated and/or amended over time.
- In order for the TD User to make use of the TD Service, the Company shall provide the TD User with a specific "user name" and password (hereinafter "Credentials"), which must be properly protected and kept secret by the TD User. Such Credentials shall be used only by the TD User and in particular by persons specifically identified in writing to the Company. The TD User undertakes to notify the Company in the case of loss or suspected loss of Credential confidentiality and in this case must immediately change the password. The TD User will be solely responsible for all use of its Credentials.
- The TD User undertakes to use the TD Service only for the products associated with the TD User in the manner permitted by the Platform " NTI Remote Contractor ".
- The TD User undertakes to promptly notify the Company of any problems, in particular of a technical or IT nature, such as to compromise, or which may have already compromised, one or more of the functions of the TD Service or the transfer of data between the TD User's central operations area and the products connected via the Server.
CLAUSE 2 – Rights and duties of the Company
- The Company is entitled to: a) upgrade or modify NTI Remote Contractor at any time; should TD User not be satisfied with the changes made by the Company, the latter shall be entitled to terminate the Agreement even without prior notice; b) terminate NTI Remote Contractor at any time by giving the TD User at least 6 (six) months prior written notice. In no case the Company shall be liable for claims, losses, costs or damages incurred or borne by the TD User resulting from any event as per paragraph a) and/or b) above.
- The Company reserves the right to interrupt or suspend, at its own discretion and without advance notice, NTI Remote Contractor, for its emergency maintenance or due to factors beyond the Company’s reasonable control, events that cannot reasonably be expected or that reasonably require an immediate action, also to protect data integrity and/or security. Without prejudice to the provisions of the preceding paragraph, the Company shall notify the TD User by e-mail at least one week in advance of any interruption and/or suspension of NTI Remote Contractor, for scheduled maintenance interventions to be done during business hours.
- Under no circumstances will the TD Service or NTI Remote Contractor be used by TD User for purpose other than to the extent necessary for the performance of the Permitted Purpose.
- Ownership of all rights concerning TD Service and NTI Remote Contractor shall vest and shall remain vested absolutely in the Company. The Company is and will be the sole holder of any and all intellectual property rights relating to TD Service (functionality, layout, graphics, organization of TD Service, interfaces, databases, software, etc...). To this end, TD Users undertake to keep the information they become aware of in connection with the use of TD Services strictly confidential.
- All rights, licenses and permissions granted by the Company under this Agreement are non-exclusive.
- All internet, network and other connectivity (including all related costs) for access to the TD Service are the sole responsibility of the TD Users.
CLAUSE 3 – Purpose and Usage
The TD User may use the TD Service only for the purposes specified below (the “Permitted Purpose”):
- Monitor the functioning status of the products;
- Monitor the connection status of the gateway;
- Monitor and adjust, with the consent of the End User, of the main operating product parameters;
- Restore the functionality of products where necessary and possible
- Interaction, if necessary and possible, with the end user through the tools made available (e.g. email, pushnotification, etc.) to inform the end user of the product functionality restoration and maintenance expiration.
- Optimize the management of the products installed (heating generator model, serial number, installation date, connection type, etc.)
- Optimize the management of employees, i.e. technicians (assign a site to a technician, set a maintenance intervention date, etc.)
- Schedule of maintenance operations.
Clause 4 – Privacy
4.1 Pursuant to the Personal Information Protection and Electronic Documents Act (Canada) (“PIPEDA”) and article 28 of European Regulation no. 679/2016 (the “GDPR”) and with reference to the processing of the personal data of the holders of the Company's products (hereinafter "End Users") covered by the TD Service, the Company appoints the TD User as the data processor for its own personal data (as better specified below). In this Agreement, “personal data” includes “personal information” as defined in PIPEDA. A reference to a particular article of the GDPR shall be deemed to refer to any analogous provision in PIPEDA. It is hereby agreed that:
- the treatment term related to personal data will be equal to the term of the Agreement;
- the aims of the processing shall only be the ones essential to the enforcement of the Agreement;
- Personal data processed will fall within the following types and categories: personal data, contact details; usage data; data regarding the location of the plant communicated by the internet connection device during the first configuration, reconfiguration and software updating phase; personal data that can be obtained from the operation of the equipment if referring to natural persons;
- The Company shall retain any proprietary rights over personal data and shall be entitled to verify the performance of the Agreement by the TD User.
TD User: a) shall process personal data only on the basis of the Agreement or upon documented instruction of the Company. (b) shall ensure that persons authorized to process personal data have agreed upon confidentiality or have entered into an adequate statutory confidentiality obligation; c) shall adopt suitable security measures, bearing any responsibility regarding the choice made.
In addition, TD Users must seek authorization from The Company to engage another data processor from time to time; d) in view of the nature of the processing, it must support The Company with appropriate technical and organizational measures, to the fullest possible extent, in order to fulfill the Company's obligation to comply with requests for the exercise of data subject's rights; e) shall support the Company in fulfilling its obligations under Articles 32 to 36 of the GDPR, taking into account the nature of the processing and the information available to the data processor; f) shall, upon Company's choice, delete or return all personal data (existing both on paper or electronic support) to the Company within the timeframe indicated in paragraph 4.1.i above. Upon termination of the effects of the Agreement the TD User is obliged to deliver to the Company all the paper documentation concerning the personal data of the Users (information to the data subjects and consents); and g) make available to The Company all information necessary to prove compliance with the obligations under this Article and allow and support the review activities, including inspections, carried out by the data controller or another entity engaged by the data controller.
4.2 The TD User undertakes to comply with all laws and regulations, including any provision of any authority that is applicable in relation to the TD Service provided to each End User and to be directly liable to end-users and authorities concerned for any breach or non-compliance of such Laws.
To this end, the TD User, also in relation to the data and/or information collected during the use of the TD, agrees to:
- provide each End User with any disclosure required by any applicable law;
- collect from each End User any necessary or appropriate consent and/or authorization to collect and use the data and/or information, without prejudice to the fact that such use shall be limited to Permitted Purposes, except for the right of the TD User to pursue any other purpose until a new additional agreement is reached;
4.3 In case the TD User enables the TD Service for an End User who does not have a " NTI Remote Contractor " personal account, the TD User, in this context, may, at its sole discretion, decide whether or not to collect, and consequently fill in immediately into the Platform, the personal data relating to the End User.
If the TD User collects and fills in the End User's personal data into the Platform, it agrees, to send to the Company, within 7 days, by e-mail, the privacy policy relating to the specific End User using the service and duly signed by the same End User.
Should the TD User fail to comply with this obligation, the Company shall be entitled to disable access to the Platform by the TD User only for the End User whose notice has not been sent to the Company.
CLAUSE 5 - Compensation
Compensation for access to the Platform, if any, shall be treated separately from this agreement.
CLAUSE 6 – Liability
6.1 The TD User undertakes to indemnify and hold the Company harmless from any request or claim made by third parties for damages of any nature however occurred due to interventions and/or operations carried out, even remotely, by the TD User on the products, while performing the service NTI Remote Contractor.
6.2 The TD User shall be liable for any breaches of laws, decrees or regulations that may occur during the term of this agreement, directly bearing the related costs and expenses and indemnifying the Company from any liability whatsoever, even jointly and severally.
6.3 More in detail, the TD User guarantees full compliance with current and applicable laws, including civil, tax and social security laws.
CLAUSE 7 – Duration and Termination
7.1 This Agreement comes into effect on the date of signature and shall remain into force until either Parties decide to terminate it upon written notification, given to the other party, with at least (6) six month of notice; this termination will be without penalty or other additional payment.
7.2 The Company is entitled to terminate the Agreement at any time, without notice, if the TD User fails to comply with any of the obligations arising from even just one of the following articles of the Agreement: 2.4, 3, 4.2, 5, 9.
7.3 From the termination for any reason of the Agreement, the TD User undertakes not to sign new contracts for the provision of the “NTI Remote Contractor” service, nor to renew the expiring ones.
7.4 In the event of termination of the Agreement for reasons other than breach by the Company, the TD User shall not be entitled to any claim, right or allowance, for any reason whatsoever against the Company, expressly waiving from now on.
7.5 The TD User undertakes - in the event of termination of the agreements entered into with the End Users and having as purpose the TD Service - to delete such End Users from TD User account and - in case, of TD Service without a “NTI Remote Contractor” personal account, yet filled in personal data - to immediately notify the Company by registered letter with return receipt containing at least the following information: name of the End User involved and termination date of the relevant agreement.
7.6 Should the Agreement no longer be in effect for any reason; the TD User hereby gives its consent for the service “NTI Remote Contractor” provided to be rendered by a different party. To this end, the TD User will take any suitable or necessary effort to transfer to the different User the ongoing contracts with the above-mentioned End Users.
CLAUSE 8 – Consequences of termination
8.1 Termination of the Agreement will not affect accrued rights, indemnities, existing commitments or any contractual provision intended to survive termination.
- Whenever the Agreement terminates its effects, TD User shall:
- delete or return, upon Company's choice, each copy of final user personal information;
- discontinue any use of credentials received, which will be disabled by the Company;
- discontinue any use or attempts whatsoever to use TD
CLAUSE 9 – Confidentiality
The TD User agrees to take all necessary measures to ensure that any information or knowledge in any way concerning the Company or NTI Remote Contractor in part third parties is used exclusively for the purposes of the agreement. The TD user is committed to complying with these obligations for (5) five years after the relationship has ended.
CLAUSE 10 – Applicable law and Jurisdiction
10.1 The Parties agree that this Agreement is governed by law in the Province of New Brunswick.
10.2 The Courts of New Brunswick will have exclusive jurisdiction on any litigation arising from this agreement affecting its validity, efficacy and interpretation.
CLAUSE 11 – Assignment/Delegation
The TD User may not assign, voluntarily or by operation of law, any of its rights or delegate any of its duties under this Agreement without the prior written consent of the Company which consent may be withheld in its sole discretion.
CLAUSE 12- Entire Agreement
This Agreement set forth the entire understanding between the Parties and supersedes all prior agreements, oral or written, made between the Parties with respect to the subject matter of this Agreement; any other agreements relating to different subject matters shall be valid.
CLAUSE 13 – Amendment
No modification, amendment, waiver or release of any provision of this Agreement or of any right, obligation, claim or cause of action arising under it shall be valid or binding unless in writing and duly executed by the Party against whom enforcement is sought.
CLAUSE 14 - Waiver
No waiver by either Party of any breach, or the failure of either Party to enforce any of the terms and conditions of this Agreement, shall affect, limit or waive that Party’s right to enforce and compel compliance with all terms and conditions of this Agreement, or to terminate this Agreement according to its terms.
CLAUSE 15 - Notice
All notices, requests, demands and other communications must be in writing and are and shall be deemed to have been duly given on the date delivered if delivered in person or by overnight courier service, or on the date received, if mailed by certified mail, return receipt requested, to the respective Contract Administrators at the addresses set forth in this Agreement, which addresses may be amended by providing notice.
CLAUSE 16 – Code of Ethics
16.1 The Company abides by the values and the rules of conduct listed in the Code of Ethics of Ariston Thermo Group when carrying out of its business activities (both documents are available in the web site of Ariston Thermo S.p.A.).
16.2 By signing the present Agreement, the Supplier declares that it read and understood the Code of Ethics of Ariston Thermo Group, and the Supplier fully and unconditionally accepts the principles and the rules provided by such document that it undertakes to scrupulously respect.
16.3 The Supplier acknowledges and recognizes that any breach of the Code of Ethics of Ariston Thermo Group shall immediately terminate the present Agreement.
CLAUSE 17 - Negotiation
The Parties mutually acknowledge that the Agreement is the result of an amicable negotiation.
CLAUSE 18 – Recitals
The Recitals on the first page of this Agreement are an integral and substantial part of the Agreement.
The Parties have executed this Agreement as of the date of submission of the form.
