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Products other than Software
TERMS AND CONDITIONS OF SALE FOR NEPTRONIC PRODUCTS OTHER THAN SOFTWARE AND HARDWARE
1. SCOPE AND DEFINITIONS
1.1
SCOPE
These Terms and Conditions of Sale apply to all purchases of Products (as defined herein) other than software and hardware, regardless of the mode in which such purchases are made including, without restriction, by Purchase Order, Electronic Purchase Order, through an agent or authorized distributor or directly with Neptronic.
For purchases of Neptronic’s software and hardware products, please consult the Terms and Conditions of Sale for Neptronic Software, Cloud SaaS Software and Hardware Products, which can be found by visiting one of the Neptronic Websites listed below which corresponds to the product you wish to purchase.
The Customer hereby acknowledges having read and understood these Terms and Conditions of Sale and agrees to be bound by the terms hereof as of the moment the Customer submits to Neptronic a request for quotation, a Purchase Order or an Electronic Purchase Order, receives an Order Confirmation, an invoice or confirmation of shipment of the Product(s), whichever occurs first.
1.2
Interpretation and Definitions
Interpretation
The words of which the initial letter is capitalized have meanings defined under the following conditions.
Definitions
Whenever used in this Agreement, the terms referred to below shall have the following meanings:
“Affiliates” means any of the entities that control, are controlled by or are under common control of the Parties. For purposes of this definition, “control” shall mean the possession, directly or indirectly, of a majority of the voting power of such entity (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise).
“Agreement” means these Terms and Conditions of Sale together with any other agreement, document, addendum or schedule forming an integral part hereof.
“Confidential Information” means the Intellectual Property and trade secrets and any other information of proprietary or confidential nature, which belongs to Neptronic.
“Customer” or “you” means the person, company, firm, enterprise or other entity identified on a request for quotation, Purchase Order, Order Confirmation or invoice with respect to the purchase of Product(s).
“Electronic Purchase Orders” means Purchase Orders placed online on any of the Neptronic Websites applicable to different Products.
“Force Majeure” means an event or occurrence due to causes beyond either Party’s reasonable control including, but not limited to, strike, war, riots, acts of civil or military unrest or insurrection, judicial actions, acts of God, fire, epidemic or pandemic, or any other casualty or natural calamity.
“Incoterms 2020” means Incoterms 2020, published by the International Chamber of Commerce.
“Intellectual Property or Intellectual Property Rights” means the rights and title to all intellectual property owned by Neptronic, including, without limitation, (a) all inventions and improvements thereto whether patentable or not, (b) patents, patent applications and disclosures, (c) all copyrights, copyrightable works and all applications, registrations and renewals in connection therewith, (d) trademarks (e) service marks, (f) trade names, (g) logos, (h) trade secrets, (i) industrial designs, (j) licenses and sublicenses and (k) know-how, and any related applications and/or registrations thereof in any jurisdiction.
“Neptronic” means Neptronic, a division of National Environmental Products Ltd. and its Affiliates.
“Neptronic Website(s)” means any of the following Neptronic websites applicable to different Products offered by Neptronic:
as well as any other Neptronic Website which may be constructed in the future.
“Order Confirmation” means a Purchase Order, including an Electronic Purchase Order, which has been accepted in writing by Neptronic.
“Parties” means collectively Neptronic and the Customer, each being referred to individually as a “Party”.
“Privacy Policy” means a privacy policy statement issued by Neptronic and available on its website, regarding the treatment and processing of Customer Data and the security measures implemented with respect thereto.
“Product(s)” means a physical, tangible product or products designed, developed and distributed by Neptronic relating to the HVAC industry, including but not limited to units, parts, and accessories, and any other such product that may be made available for sale by Neptronic in the future. It does not include software products.
“Purchase Order” means a purchase order submitted by the Customer to Neptronic regardless of the mode in which it is conveyed including Electronic Purchase Orders, orders placed through an agent or authorized distributor or orders placed directly with Neptronic, unless agreed otherwise in the Agreement.
“Terms and Conditions of Sale” means these Terms and Conditions of Sale for Neptronic Products other than Software and Hardware.
1.3
The Customer hereby acknowledges having read and understood the present Agreement and agrees to be bound by the provisions hereof which the Customer accepts by any of the following (i) submitting a request for quotation, (ii) signing and returning Neptronic’s quotation, (iii) submitting a Purchase Order to Neptronic, (iv) receiving an Order Confirmation, (v) submitting instructions to Neptronic to ship the Product, (vi) instructions to Neptronic for delivery of the Product; or (vii) accepting or paying for the Product.
1.4
In the event of a conflict between any provision contained in these Terms and Conditions of Sale, the Purchase Order, Order Confirmation or any other document, the provisions of these Terms and Conditions of Sale shall prevail unless otherwise expressly agreed in writing between the Parties.
1.5
All terms of the purchase and sale of Product(s) between the Customer and Neptronic including, without limitation, price, delivery, transfer of risk, insurance, etc., shall be interpreted and governed in accordance with the terms of Incoterms 2020, unless otherwise expressly agreed in writing between the Parties.
2. PURCHASE ORDERS, ORDER CONFIRMATION AND CANCELLATION
2.1
Neptronic shall not be deemed to have accepted a Purchase Order until Neptronic provides an Order Confirmation in writing to the Customer.
2.2
A Purchase Order, once accepted by Neptronic in the Order Confirmation, shall not be cancellable regardless of the mode in which it is placed, whether online, through an agent, authorized distributor or directly with Neptronic. All forms of conveyance of a Purchase Order shall be equally binding on the Customer.
2.3
Neptronic reserves the right to accept or reject any Purchase Order, in whole or in part, at Neptronic's sole discretion.
2.4
The Customer shall be responsible for verifying all information contained in the Order Confirmation and shall immediately notify Neptronic in writing of any discrepancy or inconsistency therein. Any correction or change to be made to the Order Confirmation shall be subject to acceptance of same by Neptronic by the issuance of a revised Order Confirmation confirming such change or correction. Furthermore, without limiting the foregoing and subject to the provisions of Section 2.2 above, should the Customer wish to modify any of the terms of the Purchase Order concerning, without limitation, Product(s) or any services relating thereto such as, for example, delivery, packaging, etc., such requested modifications shall be subject to Neptronic’s acceptance by way of a subsequent Order Confirmation confirming same.
2.5
The delays for processing Purchase Orders vary depending on the geographical area. The minimum delays required for processing Purchase Orders are:
-For Purchase Orders within North America: 48 hours
-For International Purchase Orders: 72 hours
-For Electronic Purchase Orders: 24 hours
Neptronic cannot commit to the above delays for any non-standard Product which involves customization as per the Customer’s requirements and specifications. For such Products you should contact Neptronic’s representative.
3. APPLICATION, INSTALLATION AND OPERATION OF PRODUCTS
3.1
Neptronic makes no representations whatsoever with respect to the ordered Products and its suitability for the purposes for which the Customer wishes to purchase them, the Customer hereby renouncing to any claim against Neptronic in this regard. Consequently, the Customer shall, prior to placing a Purchase Order, ensure that the Product and its specifications are suitable in all respects for the Customer’s intended use and waives any claim against the Neptronic in this respect.
3.2
The Customer confirms having the necessary knowledge and skills for the purposes of a proper installation and operation of the Product, failing which, the Customer shall hire the services of a competent professional technician for that purpose. The Customer acknowledges and agrees that Neptronic shall not be liable for an improper installation or operation of the Product and waives any claim against Neptronic in this regard.
3.3
Neptronic will offer assistance to the Customer by providing drawings and/or specifications for a Product which may be required for approval by an engineering consulting firm or any other thirdparty having interest. Notwithstanding the foregoing, the Customer acknowledges that Neptronic’s assistance in this regard shall not be deemed as Neptronic’s responsibility to ensure the conformity of the Product to the required specifications and/or drawings. The Customer understands and expressly acknowledges that it is the Customer’s responsibility to ensure such conformity.
3.4
When an ordered Product is subject to customization, Neptronic may require a confirmation of the approval by an engineering consulting firm of the specifications and/or drawings relating to the Product. Neptronic reserves its right not to commence production until Neptronic receives a written approval from such engineering consulting firm confirming that the Product conforms to the specifications and/or drawings.
4. PRICES
Unless otherwise expressly stated by Neptronic in the Order Confirmation:
4.1
except as otherwise expressly agreed in writing the Parties, all prices are in U.S. Dollars and are net and are exclusive of all taxes, charges, tariffs, transportation costs, customs duties and import fees and shall be valid for a period of thirty (30) days from the date of quotation, subject to Section 4.3 below.
4.2
prices quoted are EXW (Ex Works, Neptronic’s facility, Montreal) as per Incoterms 2020.
4.3
prices shall be subject to adjustment due to fluctuation in exchange rates, change in costs of materials or labor, governmental regulations, shipment arrangements or other factors beyond Neptronic’s control.
4.4
the minimum amount required to place a valid Purchase Order is Fifty Dollars ($50.00) and the minimum shipping and handling charge is Five Dollars ($5.00).
4.5
unless confirmed in the Order Confirmation in accordance with this Agreement, prices published in catalogs, bulletins, on Neptronic Websites or price lists are subject to change, at Neptronic’s discretion, upon thirty (30) days prior notice sent to the Customer by any of the means of transmission indicated in Section 13.2 below, or from the date of posting of such price changes on the Neptronic Website applicable to a particular Product affected by the price change.
4.6
Neptronic may elect to discontinue the sale of any Product even if such Product is featured in a catalog, bulletin, on Neptronic Website or price list and even if previously quoted to the Customer.
5. TERMS OF PAYMENT
5.1
Payment for the Products purchased by a Customer shall be made either:
- C.O.D.;
- by prepayment;
- with major credit cards (please refer to the terms and conditions of Neptronic’s form “Credit Card Authorization Form”); or
- by credit upon Neptronic’s having approved the Customer’s application for credit at its sole discretion (please refer to the terms and conditions set forth on Neptronic’s form “Application for Credit”).
5.2
Where satisfactory open account credit is established in accordance with Neptronic’s credit approval policy, unless otherwise specified, invoices shall be due and payable within thirty (30) days from the date of the invoice. Neptronic reserves the right, at any time, to revoke any such credit extended to the Customer if, at its sole discretion, Neptronic is of the opinion that the Customer's financial situation and credit worthiness do not justify the granting of credit privileges to the Customer. If the Customer's credit is revoked, Neptronic may cancel any unfilled Purchase Orders, unless the Customer, upon written notice, immediately pays for any Product(s) delivered or pays in advance for all Products ordered but not yet delivered, the whole at Neptronic’s sole option.
5.3
Neptronic will issue invoices upon delivery of Products. If deliveries are made in installments, each installment shall be invoiced and paid when due without regard to other scheduled installment deliveries.
5.4
Overdue and outstanding payments shall be subject to finance charges at a rate of 2% per month. The Customer agrees to pay to Neptronic its legal and other costs in connection with the collection of the amounts owing for unpaid invoices, the whole in accordance with the terms and conditions of the Application for Credit signed by the Customer.
5.5
Amounts owed by the Customer to Neptronic shall be paid without deduction, compensation or set off whatsoever regardless of any pending dispute between the Parties.
5.6
No new Purchase Orders shall be processed in the event there are outstanding amounts which remain unpaid sixty (60) days from the expiry of the terms of payment under the credit facility granted by Neptronic to the Customer.
5.7
Without limiting the provisions contained in this Article 5, in addition to its other recourses under the law, as security for payment for a Product, Neptronic shall have the right to denounce its contract with the Customer to the owner of the building in which the Product is installed, the whole in accordance with the provisions of the Civil Code of Quebec or other corresponding legislation applicable in a jurisdiction other the Province of Quebec.
6. TITLE AND TRANSFER OF OWNERSHIP RIGHTS
6.1
The Customer hereby acknowledges that the ownership title to and in Product(s) shall remain vested with Neptronic until paid in full, at which time it will pass to the Customer.
6.2
The foregoing shall not apply to any software which may be provided with or embedded in a Product as an integral part for the operation or application thereof, whether developed independently or modified by Neptronic to the specifications of and paid for by the Customer. In such cases, the ownership title to and in such software shall always remain vested with Neptronic. The Customer will benefit from a restricted software license as set forth in Section 6.3 below.
6.3
The Customer shall use the operational software solely and uniquely for the purpose and use for which it was intended, namely for operating the purchased Product and strictly in accordance with the instructions provided by Neptronic. This restricted license to use such operational software is hereby granted on the condition that the Customer shall not copy, modify or create derivative works based on such operational software, or decompile, disassemble, reverse engineer, or otherwise attempt to derive source code from such software, in whole or in part.
7. TERMS OF DELIVERY, SHIPMENT, DAMAGE AND RISK OF LOSS
7.1
Unless otherwise indicated in the Confirmation Order, all Products will be shipped EXW (Ex Works Neptronic’sfacility, Montreal) and all risk of loss or damage shall be borne by the Customer as of the time of delivery at Neptronic’s facility in accordance with the terms of Incoterms 2020. In cases where Neptronic takes on the responsibility to choose a carrier to ship a Product, the Customer shall assume all risk associated with the loss and/or damage of the Product and Neptronic shall be released of any liability as of the moment the Customer signs the packing slip upon delivery. When the terms of sale are on a CIF basis, Incoterms 2020, all risk associated with the loss and/or damage of the Product shall be assumed by the Customer upon signing of the packing slip in the port of delivery.
7.2
Delivery times are approximate and depend on the type of Product(s) ordered.
7.3
The Customer acknowledges that Neptronic requires sufficient lead times to manufacture the Product(s) ordered by the Customer. Neptronic will make commercially reasonable efforts to deliver orders within the times Neptronic has quoted to the Customer in writing. The times quoted for delivery will be from the date of the Order Confirmation and delivery by the Customer of all necessary information to enable Neptronic to commence manufacturing, whichever is later.
7.4
Neptronic will confirm in writing, and may amend as appropriate or necessary, the delivery schedule. In no event Neptronic will be liable for any costs, losses or damages, arising out of or caused by delay in delivery or for non-delivery of Product(s), due to unforeseeable events beyond Neptronic’s control or Force Majeure.
7.5
Except in the case of special instructions to the contrary agreed upon by Neptronic and the Customer, Neptronic will, at its sole discretion, select the most appropriate independent carrier to ship Product(s) to the Customer, without guaranteeing, however, that such carrier will offer the most cost-effective means of transportation.
7.6
Product(s) will be shipped to the Customer's address indicated on the Purchase Order.
7.7
Neptronic does not assume any liability in connection with the shipment nor shall the carrier be deemed to act as its agent. The Customer shall be responsible for making all claims relating to non-delivery, loss, damage or delay sustained during transportation with the carrier or, as the case may be, with the Customer’s insurers.
7.8
For international Purchase Orders, the Customer shall designate the freight forwarding agent and inform Neptronic in writing of same and such designation shall remain in effect until notified otherwise.
7.9
The Customer shall at the latest within five (5) days of delivery of Product(s) to the Customer’s address, advise Neptronic and the carrier in writing of any loss or damage sustained during transportation, the whole without any liability on the part of Neptronic for such loss or damage whatsoever.
7.10
The Products held or stored by Neptronic for the Customer shall be at the sole risk of the Customer, and the Customer shall be liable for the expense charged by Neptronic for holding or storing Products at the Customer's request.
8. RETURN OF PRODUCTS
Return of Product(s) shall be subject to the following conditions.
8.1
Any Product that qualifies for a return, as specified hereinafter, may not be returned without Neptronic’s written authorization and unless a number assigned Return Material Authorization Form (“R.M.A. Form”) has been issued by Neptronic to the Customer.
8.2
Unless otherwise stated on the R.M.A. Form, any Product deemed qualified for a return, in accordance with this Article 8, shall be in its original condition and sent to Neptronic’s facilities located at 400 Lebeau, Montreal (St-Laurent), H4N 1R6, Canada, together with a duly completed R.M.A. Form which shall be visibly placed on the return shipping packaging.
8.3
Returned Products, which are not shipped back to Neptronic in conformity with this Article 8, shall be deemed unauthorized and shall be refused by Neptronic.
8.4
Provided that all conditions set forth in this Article 8 regarding authorized returns are met and provided further that an authorized return occurs within 30 days from delivery of the Product to the Customer, Neptronic will issue a refund or credit, as the case may be, to the Customer which shall be subject to a 50% restocking fee. No returns will be authorized after the expiry of said 30- day period.
8.5
Shipment of returned Product(s) to Neptronic shall be freight prepaid and any Product(s) shipped freight collect shall be refused.
8.6
Electric heaters, duct heaters, steam distributors, humidifiers: SKD, SKA, SKV, SKH, SKG, SKS, SK300, SKE, SK300XL, and any humidifier with an outdoor enclosure, actuated valves and Products which have been customized for the Customer in accordance with the Customer’s specifications are non-returnable.
8.7
Except where the ordered Product does not conform to the Purchase Order and the Order Confirmation, the Product shall be deemed not qualified for a return in the event the Customer becomes aware that the Product, through no fault of Neptronic, is not suitable for the Customer’s intended use and purpose.
9. WARRANTY
9.1
Provided that the terms of payment are respected and no outstanding amounts are due to Neptronic, Neptronic shall provide a warranty on its Products for a period of: (i) twenty-four (24) months from the date of delivery, subject to Section 9.6 below, with the exception of actuators which are warranted for a period of thirty-six (36) months, and valves which are warranted for a period of twelve (12) months (“Warranty”).
9.2
A claim made under Warranty does not release the Customer from its obligation to pay all amounts due for the Product(s) and Neptronic reserves its right not to process any such claim until all amounts due have been paid by the Customer.
9.3
The Warranty covers faulty manufacturing, design and/or defective materials and is limited to the Product(s) and components.
9.4
The Warranty does not cover any labor costs or costs resulting from the loss of usage that may be incurred by the Customer in connection with a claim under the Warranty.
9.5
The Warranty shall be cancelled and cease to be valid in the event of improper installation, failure to operate the Product in accordance with the Product manual or to comply with Neptronic’s instructions, incorrect use thereof or for any other cause not attributable to defects of material or workmanship on the part of Neptronic.
9.6
In no event shall the Warranty apply in the event of physical damages to the Product(s) as a result of improper handling, storage or transportation during or after shipment.
9.7
Neptronic shall, at its discretion, repair or replace the Product or a component thereof, which Neptronic determines to be defective or issue a credit therefor.
9.8
Where Product or its component purchased from Neptronic is manufactured by a third party, the warranty for such Product(s) shall be deemed to be the warranty offered to Neptronic by such thirdparty manufacturer but in no event will such warranty exceed the terms of Neptronic’s Warranty.
9.9
Parts which have been repaired or replaced shall carry a warranty for the period corresponding to the balance remaining on the Warranty on the original Product, or ninety (90) days, whichever is longer.
9.10
The defective Product(s), components or parts covered under the Warranty shall be returned to Neptronic in accordance with Article 8 hereof, save and except for the cost of freight which shall be paid by the Customer. Neptronic is not responsible for any expenses incurred in connection with travelling time, dismantling and remounting.
9.11
Any repair done after the expiry of the Warranty on the original Product shall be warranted for a period of one (1) month from the date of repair.
10. FAIL-SAFE SYSTEM, DISCLAIMER, LIMITATION OF LIABILITY AND INDEMNIFICATION
10.1
Fail-Safe System. The Customer acknowledges that there can be no certainty or assurance that Products will always be error-free and not subject to failure. Therefore, the Customer will be responsible for taking appropriate safety precautions and measures to handle and deal with such possibility of product failure or malfunction in the context of operating or maintaining equipment controlled by a particular Product. In this respect, the Customer shall establish appropriate procedures and take the necessary measures in order to ensure to have in place an adequate fail-safe system to prevent any damage, harm or other adverse consequence or impact resulting from such error or failure.
10.2
Disclaimer. THE CUSTOMER AND END USER EXPRESSLY UNDERSTAND AND AGREE THAT NEPTRONIC'S PRODUCTS ARE PROVIDED BY NEPTRONIC “AS IS” AND “AS AVAILABLE.” NEPTRONIC AND ITS AFFILIATES DISCLAIM ALL WARRANTIES OF ANY KIND (EXCEPT AS OTHERWISE STATED HEREIN), WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IN PARTICULAR, NEPTRONIC AND ITS AFFILIATES DO NOT WARRANT THAT (i) THE PRODUCT AND/OR ANY RELATED SERVICES WILL MEET THE CUSTOMER'S REQUIREMENTS (ii) THE CUSTOMER'S USE OF THE PRODUCT OR RELATED SERVICE WILL BE FREE FROM FAULTS OR ERRORS (iii) THE PRODUCT OR RELATED SERVICE WILL FUNCTION IN AN UNINTERRUPTED AND SECURE MANNER.
10.3
Limited Liability. THE CUSTOMER EXPRESSLY UNDERSTANDS AND AGREES THAT, TO THE MAXIMUN EXTENT PERMITTED BY APPLICABLE LAW, NEPTRONIC AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER TANGIBLE OR INTANGIBLE LOSSES (EVEN IF NEPTRONIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM OR RELATING TO: (i) THE INCORRECT USE OR INABILITY TO USE THE PRODUCT IN ACCORDANCE WITH NEPTRONIC’S INSTRUCTIONS (ii) ANY CHANGES MADE TO THE PRODUCT; (iii) MISHANDLING THE PRODUCT OR FAULTY INSTALLATION THEREOF; or (iv) IN THE EVENT THE PRODUCT IS NOT FIT FOR THE PARTICULAR USE INTENDED BY THE CUSTOMER.
10.4
Limitation of Remedies. IN NO EVENT SHALL NEPTRONIC’S CUMULATIVE MONETARY LIABILITY IN CONNECTION WITH THE PRODUCTS PURSUANT TO THIS AGREEMENT EXCEED THE CUMULATIVE AMOUNTS PAID BY THE CUSTOMER FOR THE PRODUCTS OR ASSOCIATED SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING AN OCCURRENCE GIVING RISE TO SUCH LIABILITY, UNLESS AS MAY OTHERWISE BE REQUIRED UNDER APPLICABLE LAW.
10.5
Indemnification by Customer. The Customer agrees to defend, indemnify and hold Neptronic, its Affiliates, directors, officers, employees, agents, partners, contractors, and licensors harmless from any claim or demand, including reasonable attorneys’ fees, made by a third party, relating to or arising from (i) the Customer’s use of the Products or related services; (ii) any claims for actual or alleged infringement of patents, copyright, trademarks, trade secrets or other industrial or intellectual property rights or (iii) violation by Customer of any of these terms and conditions.
10.6
Indemnification by Neptronic. Neptronic shall, at its own expense, defend or, at its option, settle any claim, suit, or proceeding brought against the Customer by a third party for infringement or misappropriation of any intellectual property or other proprietary right of any third party in connection with the sale of the Products under the terms of this Agreement.
11. INTELLECTUAL PROPERTY RIGHTS
11.1
The Customer acknowledges and confirms that all Intellectual Property Rights in and to the Intellectual Property used, utilized or embodied in the Products are the sole and exclusive property of Neptronic and/or, as the case may be, its Affiliates.
11.2
The sale of any Product(s) under the terms of this Agreement does not and shall not be deemed to convey upon the Customer or any other third party any express or implicit license or right to the Intellectual Property by implication or otherwise with respect to the Product(s).
11.3
Under no circumstances will a sale of a Product to an OEM be deemed to be a transfer of Neptronic’s Intellectual Property Rights to such OEM regardless of the nature of the Product’s customization.
11.4
The Customer and its Affiliates shall not do anything, pose any act or take any action, nor allow any other third party to do so, that would violate or infringe in any way whatsoever, upon the Intellectual Property Rights. Should the Customer and its Affiliates learn that such Intellectual Property Rights are being infringed by a third party, the Customer shall promptly advise Neptronic of such violation or infringement.
12. CONFIDENTIAL INFORMATION
12.1
The Customer acknowledges that the Products and associated technology and processes purchased from Neptronic contain valuable Confidential Information and therefore, the Customer agrees(i) to hold all Confidential Information in strict confidence in accordance with the terms of this Agreement; (ii) not to use the Confidential Information for any purpose other than the permitted use and purpose pursuant to this Agreement; and (iii) not to disclose any Confidential Information to any third party except who have a need to know the Confidential Information for the sole purpose and use under the terms of this Agreement. The Customer agrees to promptly advise Neptronic of any improper disclosure, misappropriation or misuse of the Confidential Information that comes to your attention. The Customer shall be responsible for any breach of the terms hereof including a breach committed by any of your authorized agents or representatives and any other person to whom you may have disclosed the Confidential Information in the course of this Agreement. The Customer agrees to take appropriate measures and ensure proper safeguards to keep the Confidential Information out of the possession of or access by persons who are not authorized under the terms of this Agreement.
13. GENERAL PROVISIONS
13.1
Entire Agreement: The transaction of purchase and sale of Product(s) in accordance with the provisions of this Agreement shall constitute the entire agreement between the Customer and Neptronic Any modification or change to the Agreement shall not be enforceable unless agreed upon by the Customer and Neptronic in writing.
13.2
Notices: Except as otherwise provided in the Agreement, all notices and other communications between the Customer and Neptronic shall be in writing and shall be deemed effective when received and shall be transmitted by: (i) registered or certified mail, return receipt requested, (ii) express mail or courier or delivery service, (iii) personal delivery, (iv) electronic mail or (v) fax.
13.3
Force Majeure: With the exception of payment of amounts due under the Agreement, no default, delay or failure to perform on the part of either party shall be considered a breach of the Agreement of the parties if such default, delay, or failure to perform is due to any event constituting Force Majeure.
13.4
Governing Law: The Agreement between the Parties shall be governed by and construed in accordance with the laws of the Province of Quebec and Canada, applicable therein without giving effect to principles of conflicts of law rules that may direct the application of the law of another jurisdiction and excluding application of the United Nations Convention on Contracts for the International Sale of Goods. The Parties expressly exclude the effect of all of the provisions of the U.N. Convention on Contracts for the International Sale of Goods. Each Party hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of the Province of Quebec for any litigation or dispute arising from or relating to the Agreement between the Customer and Neptronic and the Parties confirm and agree that the exclusive venue for any such litigation shall be vested with a court of competent jurisdiction located in the Judicial District of Montreal.
13.5
Language: In the event of a conflict of interpretation between the French and English versions of the Terms and Conditions of Sale posted on the Neptronic Website(s), the provisions set forth in the French version will prevail.

(effective as of October 16, 2025)
The present Terms and Conditions of Sale are in force as of the above-mentioned date and are subject to change at any time without notice. Each time you use this Neptronic Website, you should check the date of these Terms and Conditions of Sale and any transaction concluded between you and Neptronic shall be governed by these Terms and Conditions of Sale then in force.
Software and Hardware
TERMS AND CONDITIONS OF SALE FOR NEPTRONIC SOFTWARE, CLOUD SAAS SOFTWARE AND HARDWARE PRODUCTS
1. SCOPE AND DEFINITIONS
1.1
SCOPE
These Terms and Conditions of Sale apply to all purchases of Neptronic Software, Cloud SaaS Software and Hardware products, regardless of the mode in which such purchases are made including, without restriction, orders placed online, through an agent or authorized distributor or directly with Neptronic.
For purchases of Neptronic’s standard non-software products, please consult the Terms and Conditions of Sale for Neptronic Products other than Software and Hardware by visiting one of the Neptronic Websites listed below which corresponds to the products you wish to purchase.
The Customer hereby acknowledges having read and understood these Terms and Conditions of Sale and agrees to be bound by the terms hereof as of the moment the Customer submits a request for quotation, a Purchase Order or an Electronic Purchase Order, receives an Order Confirmation, an invoice or confirmation of shipment of the Product(s), whichever occurs first.
1.2
Interpretation and Definitions
Interpretation
The words of which the initial letter is capitalized have meanings defined under the following conditions.
Definitions
Whenever used in this Agreement, the terms referred to below shall have the following meanings:
“Affiliates” means any of the entities that control, are controlled by or are under common control of the Parties. For purposes of this definition, “control” shall mean the possession, directly or indirectly, of a majority of the voting power of such entity (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise).
“Agreement” means these Terms and Conditions of Sale together with any other agreement, document, addendum or schedule forming an integral part hereof.
"Cloud SaaS Software” means a web hosting cloud-based software known as “software as a service” or “SaaS”, consisting of providing the necessary network infrastructure, third party software, database administration services and connectivity point at the Neptronic designated cloud site, developed and distributed by Neptronic and made available to the Customer and/or End User under the terms contained in this Agreement and in the SaaS Agreement.
“Confidential Information” means the Intellectual Property and trade secrets and any other information of proprietary or confidential nature, which belongs to Neptronic.
“Customer” or “you” means the person, company, firm, enterprise or other entity identified on a request for quotation, Purchase Order, Order Confirmation or invoice with respect to the purchase of Product (s).
“Customer Data” means any non-public data, information or material uploaded by the Customer or End User to and stored in its account through Cloud SaaS Software.
“Electronic Purchase Orders” means Purchase Orders placed online on any of the Neptronic Websites applicable to different Products.
“End User” means any person, including the Customer, company, firm, enterprise or other entity authorized to use the Software, the Cloud SaaS Software or the Hardware for their internal use and not for reselling or sublicensing.
“End User License Agreement” or “EULA” means the license agreement between Neptronic and an End User that grants the right to use the Hardware, the Software or the Cloud SaaS Software.
“Force Majeure” means an event or occurrence due to causes beyond either Party’s reasonable control including, but not limited to, strike, war, riots, acts of civil or military unrest or insurrection, judicial actions, acts of God, fire, epidemic or pandemic, or any other casualty or natural calamity
“Hardware” means Edge computers or any other similar computer or device from the Edge controller family of Products developed and designed by Neptronic and used in connection with the Software.
“Incoterms 2020” means Incoterms 2020, published by the International Chamber of Commerce.
“Intellectual Property or Intellectual Property Rights” means the rights and title to all intellectual property owned by Neptronic, including, without limitation, (a) all inventions and improvements thereto whether patentable or not, (b) patents, patent applications and disclosures, (c) all copyrights, copyrightable works and all applications, registrations and renewals in connection therewith, (d) trademarks (e) service marks, (f) trade names, (g) logos, (h) trade secrets, (i) industrial designs, (j) licenses and sublicenses and (k) know-how, and any related applications and/or registrations thereof in any jurisdiction.
“Neptronic” means Neptronic, a division of National Environmental Products Ltd. and its Affiliates.
“Neptronic Website(s)” means any of the following Neptronic’s websites applicable to different sets of Products:
as well as any other Neptronic website which may be constructed in the future.
“Order Confirmation” means a Purchase Order, including an Electronic Purchase Order, which has been accepted in writing by Neptronic.
“Parties” means collectively Neptronic and the Customer, each being referred to individually as a “Party”.
“Privacy Policy” ” means a privacy policy statement issued by Neptronic and available on the Neptronic website, regarding the treatment and processing of the Customer Data that is considered personal information and the security measures implemented with respect thereto.
“Product(s)” ” means, for the purposes of this Agreement, the Software, Cloud SaaS Software and Hardware designed, developed and distributed by Neptronic relating to the HVAC industry, as shown on the Neptronic Website, as well as any other such type of product in the software and hardware family that may be made available for distribution by Neptronic.
“Purchase Order” means a purchase order submitted by the Customer to Neptronic regardless of the mode in which it is conveyed including Electronic Purchase Orders, orders placed through an agent or authorized distributor or orders placed directly with Neptronic, unless the Parties agree otherwise in the Agreement;
“Reseller” means the Customer who acquires Product(s) for the purposes of further distribution to an End User.
“SaaS Agreement” means the SaaS agreement between Neptronic and the Customer setting out terms and conditions regarding the use of the Cloud SaaS Software and related SaaS services which can be viewed and downloaded from the official Neptronic Website at (https://neptronic.com/sales-conditions).
“Software” means the software designed and developed by Neptronic and distributed alone, or preinstalled on the Hardware, used and applied for the purposes of control and operation of HVAC equipment, as more fully described on the Neptronic Website applicable to this Product, and includes updates, upgrades, error corrections, changes and revisions delivered by Neptronic to the Customer under this Agreement.
“Terms and Conditions of Sale” means these Terms and Conditions of Sale for Neptronic Software, Cloud SaaS Software and Hardware Products.
1.3
The Customer hereby acknowledges having read and understood the present Agreement and agrees to be bound by the provisions hereof which the Customer accepts either by signing and returning Neptronic’s quotation, by sending a Purchase Order to Neptronic, by receiving an Order Confirmation, by submitting instructions to Neptronic to ship the Product or by accepting or paying for the Product.
1.4
In the event of a conflict between any provision contained in these Terms and Conditions of Sale, the Purchase Order, Order Confirmation or any other document, the provisions of these Terms and Conditions of Sale shall prevail unless otherwise expressly agreed in writing between the Parties.
1.5
All terms of the purchase and sale of Product(s) between the Customer and Neptronic including, without limitation, price, delivery, transfer of risk, insurance, etc., shall be interpreted and governed in accordance with the terms of Incoterms 2020, unless otherwise expressly agreed in writing between the Parties.
2. PURCHASE ORDERS, ORDER CONFIRMATION AND CANCELLATION
2.1
Neptronic shall not be deemed to have accepted a Purchase Order until Neptronic provides an Order Confirmation in writing to the Customer.
2.2
A Purchase Order, once accepted by Neptronic in the Order Confirmation, shall not be cancellable regardless of the mode in which it is placed, whether online, through an agent, authorized distributor or directly with Neptronic. All forms of conveyance of a Purchase Order shall be equally binding on the Customer.
2.3
Neptronic reserves the right to accept or reject any Purchase Order, in whole or in part, at Neptronic's sole discretion.
2.4
The Customer shall be responsible for verifying all information contained in the Order Confirmation and shall immediately notify Neptronic in writing of any discrepancy or inconsistency therein. Any correction or change to be made to the Order Confirmation shall be subject to acceptance of same by Neptronic by the issuance of a revised Order Confirmation confirming such change or correction. Furthermore, without limiting the foregoing and subject to the provisions of Section 2.2 above, should the Customer wish to modify any of the terms of the Purchase Order concerning, without limitation, Product(s) or any services relating thereto such as, for example, delivery, packaging, etc., such requested modifications shall be subject to Neptronic’s acceptance by way of a subsequent Order Confirmation confirming same.
2.5
The delays for processing Purchase Orders vary depending on the geographical area. The minimum delays required for processing Purchase Orders are:
-For Purchase Orders within North America: 48 hours
-For International Purchase Orders: 72 hours
-For Electronic Purchase Orders: 24 hours
Neptronic cannot commit to the above delays for any Product which involves customization as per the Customer’s requirements and specifications or non-standard software or hardware. For such products you should contact Neptronic’s representative.
3. APPLICATION, INSTALLATION AND OPERATION OF PRODUCTS
3.1
Neptronic makes no representations whatsoever with respect to the ordered Products and its suitability for the purposes for which the Customer wishes to purchase them, the Customer hereby renouncing to any claim against Neptronic in this regard. Consequently, the Customer shall, prior to placing a Purchase Order, ensure that the Product and its specifications are suitable in all respects for the Customer’s intended use and waives any claim against the Neptronic in this respect.
3.2
The Customer confirms having the necessary knowledge and skills for the purposes of a proper installation and operation of the Product, failing which, the Customer shall hire the services of a competent professional Information Technology (IT) technician for that purpose. The Customer acknowledges and agrees that Neptronic shall not be liable for an improper installation or operation of the Product and waives any claim against Neptronic in this regard.
4. PRICES
4.1
Unless otherwise expressly stated by Neptronic in the Order Confirmation:
(a)
all prices are in U.S. Dollars and are net and are exclusive of all taxes, charges, tariffs, transportation costs, customs duties and import fees and shall be valid for a period of thirty (30) days from the date of quotation, subject to Section 4.3 below;
(b)
prices quoted are EXW (Ex Works, Neptronic’s facility, Montreal) as per Incoterms 2020;
(c)
prices shall be subject to adjustment due to fluctuation in exchange rates, change in costs of materials or labor, governmental regulations, shipment arrangements or other factors beyond Neptronic’s control; and
(d)
the minimum amount required to place a valid Purchase Order is Fifty Dollars ($50.00) and the minimum shipping and handling charge is Five Dollars ($5.00).
4.2
Unless confirmed in the Order Confirmation in accordance with this Agreement, prices published in catalogs, bulletins, on websites or price lists are subject to change, at Neptronic’s discretion, upon thirty (30) day prior notice sent to the Customer by any of the means of transmission indicated in Section 13.2 hereof, or from the date of posting of such price changes on the Neptronic Website applicable to a particular Product affected by the price change.
4.3
Neptronic may elect to discontinue the sale of any Product even if such Product is featured in a catalog, bulletin, on website or price list and even if previously quoted to the Customer.
5. TERMS OF PAYMENT
5.1
Payment for the Products purchased by a Customer shall be made either:
(a)
- C.O.D.;
(b)
- by prepayment;
(c)
- with major credit cards (please refer to the terms and conditions of Neptronic’s form “Credit Card Authorization Form”); or
(d)
- by credit upon Neptronic’s having approved the Customer’s application for credit at its sole discretion (please refer to the terms and conditions set forth on Neptronic’s form “Application for Credit”).
5.2
Where satisfactory open account credit is established in accordance with Neptronic’s credit approval policy, unless otherwise specified, invoices shall be due and payable within thirty (30) days from the date of the invoice. Neptronic reserves the right, at any time, to revoke any such credit extended to the Customer if, at its sole discretion, Neptronic is of the opinion that the Customer's financial situation and credit worthiness do not justify the granting of credit privileges to the Customer. If the Customer's credit is revoked, Neptronic may cancel any unfilled Purchase Orders, unless the Customer, upon written notice, immediately pays for any Product(s) delivered or pays in advance for all Products ordered but not yet delivered, the whole at Neptronic’s sole option.
5.3
Neptronic will issue invoices upon delivery of Products. If deliveries are made in installments, each installment shall be invoiced and paid when due without regard to other scheduled installment deliveries.
5.4
Overdue and outstanding payments shall be subject to finance charges at a rate of 2% per month. The Customer agrees to pay to Neptronic its legal and other costs in connection with the collection of the amounts owing for unpaid invoices, the whole in accordance with the terms and conditions of the Application for Credit signed by the Customer.
5.5
Amounts owed by the Customer to Neptronic shall be paid without deduction, compensation or set off whatsoever regardless of any pending dispute between the Parties.
5.6
No new Purchase Orders shall be processed in the event there are outstanding amounts which remain unpaid sixty (60) days from the expiry of the terms of payment under the credit facility granted by Neptronic to the Customer.
5.7
Without limiting the provisions contained in this Article 5, in addition to its other recourses under the law, as security for payment for a Product, Neptronic shall have the right to denounce its contract with the Customer to the owner of the building in which the Product is installed, the whole in accordance with the provisions of the Civil Code of Quebec or other corresponding legislation applicable in a jurisdiction other the Province of Quebec.
6. TITLE AND TRANSFER OF OWNERSHIP
6.1
The Customer hereby acknowledges that the ownership title to and in Hardware shall remain vested with Neptronic until paid in full at which it will pass to the Customer.
6.2
Title and all proprietary rights in the Software, including the Cloud SaaS Software, shall remain vested with Neptronic, the Customer and/or End User benefitting from a restricted license to use Product(s) which shall be governed by the terms of the End User License Agreement. Any license granted under the terms of this Agreement shall be valid as long as the Customer pays the required fees and respects the terms of this Agreement.
7. TERMS OF DELIVERY, SHIPMENT, DAMAGE AND RISK OF LOSS
7.1
Unless otherwise indicated in the Confirmation Order, all Products will be shipped EXW (Ex Works Neptronic’s facility, Montreal) and all risk of loss or damage shall be borne by the Customer as of the time of delivery at Neptronic’s facility in accordance with the terms of Incoterms 2020. In cases where Neptronic takes on the responsibility to choose a carrier to ship a Product, the Customer shall assume all risk associated with the loss and/or damage of the Product and Neptronic shall be released of any liability as of the moment the Customer signs the packing slip upon delivery. When the terms of sale are on a CIF basis, Incoterms 2020, all risk associated with the loss and/or damage of the Product shall be assumed by the Customer upon signing of the packing slip in the port of delivery.
7.2
Delivery times are approximate and depend on the type of Product(s) ordered.
7.3
The Customer acknowledges that Neptronic requires sufficient lead times to manufacture the Product(s) ordered by the Customer. Neptronic will make commercially reasonable efforts to deliver orders within the times Neptronic has quoted to the Customer in writing. The times quoted for delivery will be from the date of the Order Confirmation and delivery by the Customer of all necessary information to enable Neptronic to commence manufacturing, whichever is later.
7.4
Neptronic will confirm in writing, and may amend as appropriate or necessary, the delivery schedule. In no event Neptronic will be liable for any costs, losses or damages, arising out of or caused by delay in delivery or for non-delivery of Product(s), due to unforeseeable events beyond Neptronic’s control or Force Majeure.
7.5
Except in the case of special instructions to the contrary agreed upon by Neptronic and the Customer, Neptronic will, at its sole discretion, select the most appropriate independent carrier to ship Product(s) to the Customer, without guaranteeing, however, that such carrier will offer the most cost-effective means of transportation.
7.6
Product(s) will be shipped to the Customer's address indicated on the Purchase Order.
7.7
Neptronic does not assume any liability in connection with the shipment nor shall the carrier be deemed to act as its agent. The Customer shall be responsible for making all claims relating to non-delivery, loss, damage or delay sustained during transportation with the carrier or, as the case may be, with the Customer’s insurers.
7.8
For international Purchase Orders, the Customer shall designate the freight forwarding agent and inform Neptronic in writing of same and such designation shall remain in effect until notified otherwise.
7.9
The Customer shall at the latest within five (5) days of delivery of Product(s) to the Customer’s address, advise Neptronic and the carrier in writing of any loss or damage sustained during transportation, the whole without any liability on the part of Neptronic for such loss or damage whatsoever.
7.10
The Products held or stored by Neptronic for the Customer shall be at the sole risk of the Customer, and the Customer shall be liable for the expense charged by Neptronic for holding or storing Products at the Customer's request.
8. SOFTWARE AND CLOUD SAAS SOFTWARE LICENSING RIGHTS
8.1
License. Subject to the provisions of the End User License Agreement and this Agreement, Neptronic grants to the Customer and End User, a limited, non-transferable, non-exclusive, revocable license to install, download, configure and use the Software and the Cloud SaaS Software, including any updates and upgrades. This license is hereby granted solely on the condition that the Software and/or the Cloud SaaS Software shall be used only in connection with the permitted use and purpose and in strict compliance with all the provisions of the EULA and this Agreement which shall be binding on the Customer and End User. The full text of the EULA, as same may be updated from time to time, can be found on the Neptronic Website.
8.2
License Restrictions. The license granted under the terms of this Agreement and the EULA is on a one license per user basis. Without limiting the EULA, neither the Customer nor the End User will use the Products in any manner or for any purpose other than as expressly permitted by these Terms and Conditions. Neither the Customer nor any End User will, or will attempt to (a) modify, copy, distribute, alter, tamper with, repair, or otherwise create derivative works; (b) decompile, disassemble, extract, or otherwise reverse engineer the Software or the Cloud SaaS Software or any part thereof, (c) decrypt or derive the source code, any trade secrets or any proprietary information or create any applications or any derivative works of any content of the Software or the Cloud SaaS Software.
The Customer and/or End User shall not assign, transfer, sublicense, charge or otherwise deal in, encumber or make available to any third party the Software or the Cloud SaaS Software, and any attempt to do so shall be null and void and shall constitute a material breach of this Agreement.
The Customer who is a Reseller shall not loan, rent, lease, give, transfer, publish, disclose, display, or otherwise make available the Software or the Cloud SaaS Software, in whole or in part, to any other person or entity except to a person or entity who is the End User of the Software or the Cloud SaaS Software and who agrees to be bound by the EULA.
8.3
End User License Agreement. This Agreement does not provide the Customer or End User with any right to install or use the Software or the Cloud SaaS Software or Hardware except as expressly provided in this Agreement. The EULA governs the use of the Software or the Cloud SaaS Software by the End User. The full text of the EULA, as same may be updated from time to time, can be found on the Neptronic Website.
8.4
Intellectual Property Rights under the EULA. It is understood, acknowledged and agreed by the Customer and End User that the license granted for the Software or the Cloud SaaS Software pursuant to the EULA does not in any way whatsoever, tacitly, implicitly or expressly, constitute or shall be deemed a transfer of any Intellectual Property Rights in and to the Software or the Cloud SaaS Software or Hardware which shall remain vested with and property of Neptronic.
9. SAAS TERMS FOR THE CLOUD SAAS SOFTWARE
9.1
SaaS Agreement. The SaaS Agreement sets out the terms and conditions applicable to use of the Cloud SaaS Software made available by Neptronic to the Customer who subscribes to the SaaS services. The full text of the SaaS Agreement, as same may be updated from time to time, can be found on the Neptronic Website. The SaaS Agreement shall take effect and be binding once the Customer has initiated the purchase process in accordance with Section 2 hereof.
9.2
Use Rights. . Subject to the Customer’s compliance with the terms and conditions of this Agreement, Neptronic: (a) will provide the Customer access to the SaaS via means authorized and provided by Neptronic (which may include online portals or interfaces such as https, or VPN); and (b) hereby grants to the Customer a limited, non-transferable, nonexclusive, revocable non-sublicensable right and license to: (i) access and use the SaaS through such means; (ii) download, install, update or allow Neptronic to update (when applicable), and use software Neptronic provides solely in support of the Customer usage of the SaaS; and (iii) use the relevant documentation for the SaaS as reasonably required in connection with the SaaS, in each case solely for the Customer’s internal business purposes (collectively, “SaaS Use Rights”). SaaS Use Rights continue for the period stated in the Order Confirmation. The Purchase Order may list metrics, including user number, data volume, sensors or other means to measure usage or fees. SaaS Use Rights are subject to SaaS usage metrics and any other restrictions in this Agreement. If the Customer exceeds SaaS usage metrics, Neptronic may suspend the Customer’s access until the Customer pays all required fees. The Customer, its employees and any party accessing the SaaS on the Customer’s or End User’s behalf (“Users”) may exercise SaaS Use Rights if the Customer binds them to the terms of this Agreement. The Customer is responsible, and Neptronic has no liability for Users’ compliance with this Agreement, and for any breach, act, or omission by them. The Customer may not resell SaaS Use Rights or permit third parties (except Affiliates or service providers) to be Users and may not make copies of the SaaS (except for back up), in each case except as agreed by Neptronic in writing.
9.3
Accounts. The Customer may be required to download an app, or visit a website, through which Customer accesses the SaaS and sets up accounts including issuance or authentication credentials. In operating Customer’s account Customer and Users must: (a) maintain strict confidentiality of user names, passwords or other credentials; (b) assign accounts to unique individuals and not allow others to use Customer’s credentials or access Customer’s account, including sharing among multiple Users; (c) immediately notify Neptronic of any unauthorized use or breach of security or security incident related to Customer’s account; (d) submit only complete and accurate information; (e) maintain and promptly update information if it changes; and (f) manage User access. Neptronic may use rights management features (e.g. lockout) to prevent unauthorized use.
9.4
Use of Account. The Customer and End User agree to use the account created through Cloud SaaS Software and services relating thereto, only for the purposes permitted by this Agreement and the SaaS Agreement, and only to the extent permitted by any applicable law, regulation, or generally accepted practice in the applicable jurisdiction. The Customer and End User will ensure that the content in the account created through the Cloud SaaS Software will not violate any provisions of this Agreement or any applicable law. The Customer and End User are solely responsible, waiving any claim against Neptronic in this regard, for the development, content, operation, maintenance, and the use of the account. The Customer, End User and their Affiliates, employees and agents are responsible for the Customer Data and for all activities that occur in the account and for compliance with this Agreement and shall use commercially reasonable efforts to prevent unauthorized access to or use thereof, and will notify Neptronic promptly of any such unauthorized access or use.
9.5
Security and Backup. When applicable, the Customer and End User shall be solely responsible for properly configuring and using the Cloud Saas Software. The Customer and End User will take appropriate action and measures to secure, protect and regularly and timely backup all data and content on the account and in a manner that will provide adequate security and protection thereof and hereby waives any claim against Neptronic in this regard.
9.6
Customer Data and Privacy Policy. The Customer and/or End User shall retain ownership, right, title and interest in and to the Customer Data as well as the content of the account. No ownership rights in such materials, data and information are transferred to Neptronic. Neptronic shall maintain reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of the Customer Data and processing thereof, the whole as more fully set forth in the Privacy Policy Statement which can be accessed on the Neptronic Website. Notwithstanding the foregoing, the Customer and/or End User grant to Neptronic and its Affiliates a non-exclusive, worldwide, sublicensable, perpetual right and license to use the Customer Data for purposes of various product performance analyses and to provide, maintain, protect, and improve Neptronic Products and associated services.
9.7
Temporary Interruption or Suspension. . Neptronic may interrupt the services associated with the Customer’s account for the purposes of periodic maintenance of its cloud system or due to service interruption caused by an IT system failure or global internet crash. Neptronic will diligently and promptly proceed to fix any such issues to the best of its ability in order to reinstate the cloud services and the use of the use of the Customer’s account. Neptronic will not be liable for any losses or damages caused by such service interruption.
9.8
Neptronic may, without any liability whatsoever in this regard on its part, suspend the Customer’s or End User’s right to access and use any portion of the account and any services relating to the use of the Cloud SaaS Software and services relating thereto immediately upon prior notice if Neptronic determines that:
(a) the use of the account (i) poses a security risk, (ii) could adversely impact Neptronic’s cloud system, the services or systems or content of any other Neptronic customer, (iii) could subject Neptronic or its Affiliates or any third party to liability, or (iv) could be fraudulent or illegal;
(b) the Customer and/or End User in material breach of this Agreement including EULA;
(c) the Customer is default of payment obligations under the terms of the Purchase Order; and
(d) the Customer has ceased to operate, made an assignment for the benefit of creditors or similar disposition of the assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.
9.9
If Neptronic suspends the right to access or use any portion of the account or services relating thereto, the Customer will be responsible for all fees and charges incurred during the period of suspension.
9.10
The Customer will not be entitled to any service credits under this Agreement or, any Service Level Agreement if one concluded by the Parties, for any period of interruption or suspension.
10. FAIL-SAFE SYSTEM, DISCLAIMER, LIMITATION OF LIABILITY AND INDEMNIFICATION
10.1
Fail-Safe System. The Customer acknowledges that there can be no certainty or assurance that Products will always be error-free and not subject to failure. Therefore, the Customer will be responsible for taking appropriate safety precautions and measures to handle and deal with such possibility of product failure or malfunction or data loss in the context of operating or maintaining equipment controlled by a particular Product. In this respect, the Customer shall establish appropriate procedures and take the necessary measures in order to ensure to have in place an adequate fail-safe system to prevent any damage, harm or other adverse consequence or impact resulting from such error or failure.
10.2
Disclaimer. THE CUSTOMER AND END USER EXPRESSLY UNDERSTAND AND AGREE THAT NEPTRONIC'S PRODUCTS ARE PROVIDED BY NEPTRONIC ON AN “AS IS” AND “AS AVAILABLE” BASIS. NEPTRONIC AND ITS AFFILIATES DISCLAIM ALL WARRANTIES OF ANY KIND (EXCEPT AS OTHERWISE STATED HEREIN), WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IN PARTICULAR, NEPTRONIC AND ITS AFFILIATES MAKE NO WARRANTY THAT (i) THE PRODUCT AND/OR ANY RELATED SERVICES WILL MEET THE CUSTOMER'S REQUIREMENTS (ii) THE CUSTOMER'S USE OF THE PRODUCT OR ASSOCIATED SERVICE WILL BE FREE FROM FAULTS OR ERRORS OR (iii) THE PRODUCT OR ASSOCIATED SERVICE WILL FUNCTION WITHOUT INTERRUPTION.
WITH RESPECT TO THE LICENSED SOFTWARE AND SERVICES RELATING THERETO, NEPTRONIC DOES NOT REPRESENT OR GUARANTEE THAT THEY WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, GLOBAL NETWORK INTERRUPTION OR CRASH OR OTHER SECURITY INTRUSION, AND NEPTRONIC DISCLAIMS ANY LIABILITY RELATING THERETO OR ARISING THEREFROM TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE HARDWARE, LICENSED SOFTWARE AND SERVICES RELATING THERETO IS ACCESSED AT THE CUSTOMER’S OR END-USER’S OWN DISCRETION AND RISK, AND THE CUSTOMER AND END USER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO THEIR DEVICE, COMPUTER, OR FOR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
10.3
Limited Liability. THE CUSTOMER EXPRESSLY UNDERSTANDS AND AGREES THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLIACBLE LAW, NEPTRONIC AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER TANGIBLE OR INTANGIBLE LOSSES (EVEN IF NEPTRONIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM OR RELATING TO: (i) THE USE OR INABILITY TO USE THE PRODUCT OR SERVICE (ii) ANY CHANGES MADE TO THE PRODUCT OR SERVICE OR ANY TEMPORARY OR PERMANENT CESSATION OF THE SERVICE OR ANY PART THEREOF; (iii) THE UNAUTHORIZED ACCESS TO OR ALTERATION OF DATA; (iv) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE AND/OR SEND OR RECEIVE DATA ON OR THROUGH THE SERVICE; AND (v) ANY OTHER MATTER RELATING TO THE PRODUCT OR SERVICE.
10.4
Limitation of Remedies. IN NO EVENT SHALL NEPTRONIC’S OR ITS AFFILIATES’ CUMULATIVE MONETARY LIABILITY IN CONNECTION WITH THE PRODUCTS AND SERVICES PURCHASED OR LICENSED BY CUSTOMER PURSUANT TO THIS AGREEMENT EXCEED THE CUMULATIVE AMOUNTS PAID BY THE CUSTOMER FOR THE PRODUCTS OR SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING AN OCCURRENCE SET FORTH IN THE SECOND PARAGRAPH OF SECTION 10.2 GIVING RISE TO SUCH LIABILITY, UNLESS AS MAY OTHERWISE BE REQUIRED UNDER APPLICABLE LAW.
10.5
Indemnification by Customer. The Customer agrees to defend, indemnify and hold Neptronic, its Affiliates, directors, officers, employees, agents, partners, contractors, and licensors harmless from any claim or demand, including reasonable attorneys’ fees, made by a third party, relating to or arising from (i) the Customer’s use of the Products or associated services; (ii) any claims for actual or alleged infringement of patents, copyright, trademarks, trade secrets or other industrial or intellectual property rights or (iii) violation by Customer of any of these Terms and Conditions of Sale.
10.6
Indemnification by Neptronic. Neptronic shall, at its own expense, defend or, at its option, settle any claim, suit, or proceeding brought against the Customer by a third party for infringement or misappropriation of any intellectual property or other proprietary right of any third party in connection with the sale of the Products under the terms of this Agreement.
11. INTELLECTUAL PROPERTY RIGHTS
11.1
The Customer acknowledges and confirms that all Intellectual Property Rights in and to the Intellectual Property used, utilized or embodied in the Products are the sole and exclusive property of Neptronic and/or, as the case may be, its Affiliates.
11.2
The sale of any Product(s) under the terms of this Agreement does not and shall not be deemed to convey upon the Customer or any other third party any express or implicit license or right to the Intellectual Property by implication or otherwise with respect to the Product(s).
11.3
Under no circumstances will a sale of a Product to an OEM be deemed to be a transfer of Neptronic’s Intellectual Property Rights to such OEM regardless of the nature of the Product’s customization.
11.4
The Customer and its Affiliates will not do anything, pose any act or take any action, nor allow any other third party to do so, that would violate or infringe in any way whatsoever, upon the Intellectual Property Rights. Should the Customer and its Affiliates learn that Intellectual Property Rights are being infringed by a third party, they will promptly advise Neptronic of such violation or infringement.
12. CONFIDENTIAL INFORMATION
12.1
The Customer acknowledges that the Products and associated technology and processes purchased from Neptronic contain valuable Confidential Information and therefore, the Customer agrees (i) to hold all Confidential Information in strict confidence in accordance with the terms of this Agreement; (ii) not to use the Confidential Information for any purpose other than the permitted use and purpose pursuant to this Agreement; and (iii) not to disclose any Confidential Information to any third party except who have a need to know the Confidential Information for the sole purpose and use under the terms of this Agreement. The Customer agrees to promptly advise Neptronic of any improper disclosure, misappropriation or misuse of the Confidential Information that comes to your attention. The Customer shall be responsible for any breach of the terms hereof including a breach committed by any of your authorized agents or representatives and any other person to whom you may have disclosed the Confidential Information in the course of this Agreement. The Customer agrees to take appropriate measures and ensure proper safeguards to keep the Confidential Information out of the possession of or access by persons who are not authorized under the terms of this Agreement. If Confidential Information consists of computer software disclosed in object code form, the Customer and/or End User shall not, and shall not permit any other third party, to reverse engineer, reverse compile or disassemble such object code or take other steps to derive an equivalent source code. In addition, if Confidential Information is embodied in an item such as a model or prototype, then except as specifically approved in writing by Neptronic, the Customer shall not, and shall not permit any other party to derive drawings, plans, designs, specifications or other embodied information and/or any such derived information shall constitute and be part of Confidential Information protected by this Agreement.
13. GENERAL PROVISIONS
13.1
Entire Agreement: The transaction of purchase and sale of Product(s) in accordance with the provisions of this Agreement shall constitute the entire agreement between the Customer and Neptronic. Any modification or change to the Agreement shall not be enforceable unless agreed upon by the Customer and Neptronic in writing.
13.2
Notices: Except as otherwise provided in the Agreement, all notices and other communications between the Customer and Neptronic shall be in writing and shall be deemed effective when received and shall be transmitted by: (i) registered or certified mail, return receipt requested, (ii) express mail or courier or delivery service, (iii) personal delivery, (iv) electronic mail or (v) fax.
13.3
Force Majeure: With the exception of payment of amounts due under the Agreement, no default, delay or failure to perform on the part of either Party shall be considered a breach of the Agreement of the Parties if such default, delay, or failure to perform is due to any event constituting Force Majeure.
13.4
Governing Law: The Agreement between the Parties shall be governed by and construed in accordance with the laws of the Province of Quebec and Canada, applicable therein without giving effect to principles of conflicts of law rules that may direct the application of the law of another jurisdiction and excluding application of the United Nations Convention on Contracts for the International Sale of Goods. The Parties expressly exclude the effect of all of the provisions of the U.N. Convention on Contracts for the International Sale of Goods. Each Party hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of the Province of Quebec for any litigation or dispute arising from or relating to the Agreement between the Customer and Neptronic and the Parties confirm and agree that the exclusive venue for any such litigation shall be vested with a court of competent jurisdiction located in the Judicial District of Montreal.
13.5
Language: In the event of a conflict of interpretation between the French and English versions of these Terms and Conditions of Sale posted on the Neptronic Website(s), the provisions set forth in the French version will prevail.

(in force as of October 16, 2025)
The above Terms and Conditions of Sale are in force as of the above-mentioned date and are subject to change at any time without notice. Each time you use this Neptronic Website, you should check the date of these Terms and Conditions of Sale and any transaction concluded between you and Neptronic shall be governed by these Terms and Conditions of Sale then in force.
END USER LICENSE AGREEMENT
END USER LICENSE AGREEMENT
This End User License Agreement (“EULA”) is hereby entered into between Neptronic, as licensor, and you as the End User. This EULA, together with the Terms and Conditions of Sale govern the use by the End User of: (a) the Licensed Software; (b) all printed or online documentation for the Licensed Software; and (c) all backup copies authorized and made in compliance with the terms of this EULA.
DEFINITIONS
For the purposes hereof:
“Affiliate” means any entity that controls, is controlled by, or is under common control with another entity. An entity “controls” another if it owns directly or indirectly a majority of voting interest in the subject entity.
“Agreement” means collectively this EULA and the Terms and Conditions of Sale.
“Confidential Information” means the Intellectual Property, trade secrets and other information of a proprietary and confidential nature which belongs to Neptronic.
“Customer” means any person, company, firm, enterprise or other entity that purchases the Licensed Software for either their internal use as End User or as reseller for the purposes of reselling to the End User.
“End User” or “you” means any person, company, firm, enterprise or other entity, as licensee, authorized to use the Licensed Software for its own internal use and not for reselling or sublicensing.
“End User License Agreement” or “EULA” means this agreement entered into between Neptronic, as licensor, and the End User, as licensee, which governs the End User’s rights to use the Licensed Software.
“Intellectual Property” means intellectual property designed, developed, created and owned by Neptronic including, without restriction, the Licensed Software and all related patents and inventions, copyrights, trademarks, trade names and styles, and logos and designs, documentation, algorithms, methods, modifications, improvements, derivative works, trade secrets, concepts, technical information, drawings, engineering procedures, designs, know-how and processes, inventions, hardware, software, and other industrial property including, without restriction, any and all pending applications for patents and/or trademarks and any Technology presently in use or under research directly or indirectly linked with the business carried on by Neptronic.
“Licensed Software” means the Software licensed under the terms of this Agreement.
“Neptronic” means Neptronic, a division of National Environmental Products Ltd. and its Affiliates.
“Permitted Third Parties” means the End User’s Affiliates, employees, contractors and network service providers.
“Representatives” means the End User’s Affiliates and duly authorized employees, contractors and service providers.
“Software” means the software purchased from Neptronic by the Customer as End User or as reseller for and on behalf of the End User which is designed and developed by Neptronic and embedded in the hardware known as edge-type computer or any other similar computer or device in the edge controller family of products manufactured and/or distributed by Neptronic with the software, containing applications used for the purposes of facilitating the control and operation of HVAC equipment. “Software” also includes any cloud-based software services made available by Neptronic on a software-as-a-service (SaaS) basis, as well as any other software that may be designed, developed or distributed by Neptronic in the future.
“Technology” means any technology, equipment, technical information, method, design, drawings, specifications, diagrams and documents related to the manufacturing and assembly, in whole or in part, of the Licensed Software as well as the hardware embedding the Licensed Software, developed, designed, manufactured or distributed by Neptronic.
“Terms and Conditions of Sale” means the Terms and Conditions of Sale for Neptronic Software, Cloud SaaS Software and Hardware Products.
“Updates” means upgrades, error corrections, changes or revisions to the Licensed Software.
IF YOU ARE PURCHASING, ACCESSING, INSTALLING, CONFIGURING, OPERATING OR USING THE LICENSED SOFTWARE THROUGH THE TECHNOLOGY AND MEANS PROVIDED BY NEPTRONIC ON BEHALF OF, OR FOR THE BENEFIT OF THE END USER, BY ACCEPTING THIS AGREEMENT YOU ALSO REPRESENT THAT YOU ARE EXPRESSLY AUTHORIZED BY THE END USER TO ACCEPT THE TERMS OF THIS EULA FOR THE BENEFIT AND ON BEHALF OF THE END USER. IF YOU DO NOT AGREE TO THE TERMS OF THE AGREEMENT, OR IF YOU ARE NOT EXPRESSLY AUTHORIZED BY THE END USER TO ACCEPT THE TERMS OF THIS AGREEMENT FOR AND ON BEHALF OF THE END USER, THEN YOU MUST IMMEDIATELY CEASE AND DISCONTINUE ANY INSTALLATION PROCESS OF OR ACCESS TO AND NOT USE THE LICENSED SOFTWARE.
1. License Grant
1.1
Subject to payment by the End User, or by the Customer on behalf of the End User, of the fees for the Licensed Software and strict compliance with the terms and conditions of this EULA, Neptronic grants you, on a one-license-per-user basis, a restricted, limited, non-transferable, non-exclusive license, without the right of sublicense or transfer, to install, configure, use and execute the Licensed Software together with all related documentation to the Licensed Software, including any Updates provided by Neptronic. Apart from the license expressly granted herein to the Licensed Software, no license or other right is granted by Neptronic to you under this Agreement, either directly or by implication, estoppel, or otherwise including, without limitation, the right to perform any derivative works. The license to use any cloud-based software services provided by Neptronic remains in effect only for the duration of the active subscription term for the SaaS services.
1.2
You shall use the Licensed Software solely and uniquely for your personal internal use and allow only the Permitted Third Parties to access and use the Licensed Software strictly for the purposes of providing services to you pursuant to the license granted to you under the terms and conditions set forth in this Agreement. You understand and agree that it is your responsibility and liability to bind the Permitted Third Parties to the terms of this EULA and to ensure their compliance with it and you confirm that you shall be responsible for such compliance and any breach by them and for their acts and omissions.
1.3
The Licensed Software is licensed and not sold. Subject to the license expressly granted in this EULA, Neptronic, on behalf of itself and its Affiliates, retains all rights in and to the Licensed Software and in all documentation and other related materials. The rights in the Licensed Software are valid and protected in all forms, media and Technologies existing now or hereafter developed. Any use of the Licensed Software other than expressly stated in this Agreement is strictly prohibited.
1.4
Evaluation License and Beta Access. Neptronic may, at its sole discretion, provide the End User with temporary access to the Cloud SaaS Software for evaluation, testing, or beta purposes (“Evaluation License”). The Evaluation License is granted on a limited, non-exclusive, non-transferable, revocable, non-sublicensable basis solely to permit the End User to assess and test the Cloud SaaS Software during the evaluation period specified by Neptronic. The End User agrees not to use such SaaS in a production or non-test environment. The Evaluation License is provided free of charge and “as is,” without any representations, warranties, or support obligations of any kind and is at the End User’s sole risk. Neptronic has no obligation to support, maintain or provide any assistance regarding the Evaluation License. Neptronic may modify, suspend, or terminate the Evaluation License at any time without notice and without liability. Upon expiration or termination of the evaluation period, the End User must immediately cease use of the Cloud SaaS Software and destroy or delete any related materials or credentials provided by Neptronic. All confidentiality, intellectual property, and limitation of liability provisions of this EULA shall apply equally to the Evaluation License.
2. License Conditions
2.1
The End User must fulfill, perform and observe the following obligations:
a) use the Licensed Software strictly in accordance with this Agreement;
b) run the Licensed Software only on the hardware or systems for which it was intended to operate;
c) use license keys (if applicable) provided only by Neptronic or its authorized provider;
d) treat the Licensed Software as Neptronic’s Confidential Information in accordance with Article 8 hereof;
e) use the Licensed Software only on as many computers or devices for which licenses were purchased from Neptronic and in such configurations as permitted by Neptronic;
f) regularly back up any data created, stored or preserved in connection with the use of the Licensed Software; and
g) comply with all laws and regulations applicable to its use of the Licensed Software, including without limitation data-privacy laws and cybersecurity standards.
2.2
Except as otherwise permitted by this EULA or by mandatory law imposed by relevant governmental authorities, the End User must not, and must not allow any Permitted Third Parties to, do any of the following:
a) modify or remove any proprietary notices or markings on or in the Licensed Software;
b) transfer license keys to any other person or entity;
c) download Updates from Neptronic or an authorized provider without Neptronic’s express authorization;
d) install Updates on servers, networking, storage, integrated solutions, and/or data protection appliances, etc., unless Neptronic expressly agrees in writing;
e) install or operate counterfeit versions of the Licensed Software (i.e., software provided by anyone other than Neptronic);
f) violate or circumvent any technological use restrictions in the Licensed Software;
g) sell, loan, rent, lease, sublicense, distribute or encumber the Licensed Software;
h) use any trademarks, service marks or logos of Neptronic or its Affiliates or suppliers ;
i) provide access to the Licensed Software or allow use by any third party, other than Permitted Third Parties, without Neptronic’s prior written consent;
j) copy (except for authorized backup purposes), publish, upload, post or transmit the Licensed Software in any way other than as permitted by this EULA;
k) modify or create derivative works based upon the Licensed Software, or decompile, disassemble, reverse engineer, or otherwise attempt to derive source code from the Licensed Software, in whole or in part;
l) undermine the security, integrity, authentication or intended operation of the Licensed Software;
m) create or permit others to create Internet "links" to the Licensed Software or "frame" or "mirror" the Software on any other server, wireless or Internet-based device;
n) share or publish the results of any benchmarking of the Licensed Software without Neptronic’s prior written consent;
o) use the Licensed Software for high-risk activities including, without limitation, online control systems, or use in hazardous environments requiring fail-safe performance, or in any other device or system in which function or malfunction of the Software could result in death, personal injury or physical or environmental damage;
p) assign this EULA, or any right or obligation under this EULA, or delegate any performance, without Neptronic’s prior written consent;
r) change the behavior of, or modify any application programming interface, whether by changing behavior of classes, by creating additional classes within any interface or otherwise causing the addition to or modification of the classes in an interface;
s) incorporate any code included with the Licensed Software or any documentation in any product created by you using the Licensed Software;
t) create, or permit to be used with the Licensed Software, any device integration into the Licensed Software that does not integrate through the driver framework of the Licensed Software;
u) access or use or allow direct or indirect access or use of the Licensed Software for development, provision or use of a competing software service or product;
v) input, upload, transmit or otherwise provide to or through the Licensed Software, any unlawful, injurious or malicious information, materials or code; and
w) alter or remove any proprietary rights notices or legends on or in the Licensed Software.
3. Compliance Verification
The End User must:
a) maintain and use systems and procedures that allow the End User to accurately track the End User’s use of the Licensed Software;
b) certify to Neptronic in writing, at Neptronic’s request, that the End User’s use of Licensed Software fully complies with this EULA, indicating the number of Software licenses deployed at that time; and
c) cooperate fully and timely with Neptronic and its auditors if Neptronic notifies the End User that it will conduct an audit to confirm the End User’s compliance with this EULA.
4. Support and Loss or Theft of Data
4.1
Neptronic shall have no obligation to provide technical support to you except as provided in a separate agreement signed by Neptronic. You are responsible for the selection of the Licensed Software and security, proper installation and use, including verifying the results obtained from use and taking appropriate measures to prevent loss or theft of data. To the maximum extent permitted by applicable law, Neptronic shall not be responsible or liable for (a) any injury or damage to any persons or property resulting from your licensed use of the Licensed Software, or (b) any problems, unavailability, delay or security incidents arising from or related to: (i) conditions or events due to force majeure or beyond of Neptronic’s control; (ii) cyberattack; (iii) the public internet and communications networks; (iv) data, software, hardware, services, telecommunications, infrastructure or networking equipment not provided by Neptronic; (v) acts or omissions of third parties you retain including the Permitted Third Parties; (vi) your negligence or failure to use the latest version or follow published documentation by Neptronic; (vii) modifications or alterations not made by Neptronic; (viii) loss or corruption of data; (ix) unauthorized access via your credentials; or (x) your failure to use commercially reasonable administrative, physical and technical safeguards to protect your systems or data or follow industry-standard security practices.
4.2
You acknowledge that (a) the use of the Licensed Software in your specific end user network environment including any problems or issues related to data, security and systems, including data in and from your network environment and systems, are all your responsibility and liability; (b) you are solely responsible and liable for the deployment and hosting of the Licensed Software in your end user network environment including any required set up, maintenance, installation, integration and/or configuration in connection therewith; (c) you are responsible for testing and compatibility of the Licensed Software in your end user network environment, the connectivity required to use the Licensed Software instance and for maintaining equipment, security and infrastructure in your end user network environment, in which the Licensed Software is deployed; (d) for Licensed Software deployed within you end user network environment, you will provide adequate connectivity to allow access to your data sources, configurations, certificates, opening ports and/or otherwise updating firewall rules to enable operability of the Licensed Software instance; (e) you will provide any necessary support to ensure that any periodic Updates to the Licensed Software which Neptronic may provide pursuant to an active software maintenance agreement purchased or obtained with a subscription by you or by the Customer on your behalf operate properly in your end user network environment; (g) you will implement commercially reasonable and customary administrative, physical and technical safeguards in you end user network environment to protect the Licensed Software and follow industry-standard security practices including, without limitation, to protect against the introduction of any computer virus; and (h) you will immediately notify Neptronic of any breaches of security or other issues in your end user network environment that may have adverse effect or impact on the Licensed Software.
4.3
You further acknowledge and agree that: (i) Neptronic shall not be responsible or liable for any injury, claim, loss or damage to any persons or property resulting from your use of the Licensed Software in your end user network environment or with other third-party components, in each case, to the maximum extent permitted by applicable law; (ii) Neptronic shall not be responsible or liable for the integrity, availability, or quality of data provided by third-party systems or software, in each case, to the maximum extent permitted by applicable law; (iii) Neptronic does not provide support for or guarantee interoperability with third-party systems, property or software that are not provided by Neptronic; and (iv) Neptronic does not provide any warranties and has no indemnification obligations for any claim arising from the set-up, configuration and operation of your end user network environment. In addition to the indemnification obligations set forth in Article 11 hereof, you agree and covenant to, at your cost and expense, defend, indemnify, and hold Neptronic and its Affiliates, directors, shareholders, officers, employees licensors or other duly authorized agents harmless from and against all losses, claims, fees, damages, awards, suits and other causes of action arising out of claims by third parties (i) resulting, directly or indirectly, from the operation of your end user network environment and/or (ii) infringement of that any of third party intellectual property rights integrated and/or used in connection with the end user network environment.
5. Fees
Fees and payment terms are stated in the purchase order you have placed with Neptronic or one placed by the Customer as reseller on your behalf, as the case may be. The license fees paid by you or on your behalf are paid in consideration of the license granted under this Agreement. Unless expressly agreed to the contrary by Neptronic in writing, the fees are non-refundable.
6. Termination
This EULA automatically terminates at the end of the End User’s subscription period in accordance with Customer’s purchase order for the Licensed Software unless Neptronic and the End User agree otherwise in writing. Neptronic may terminate this EULA if the End User or a Permitted Third Party commits a breach of this EULA including, without restriction, failure to pay all fees when due. Upon termination of this EULA, all licenses granted pursuant hereto shall automatically terminate and the End User must immediately cease use of the Licensed Software and return or destroy all copies of the Licensed Software and any associated documentation at Neptronic’s discretion, upon receipt of Neptronic’s notice to that effect. Except as otherwise agreed by Neptronic and the End User, no fees are refundable in connection with such termination.
7. Intellectual Property
The End-User acknowledges and confirms that all rights, title and interest in and to the Intellectual Property, including, without limitation, all intellectual property rights therein are owned by and vested with Neptronic, its Affiliates or licensors. You shall not have any right, title, or interest to the Intellectual Property other that the restricted license granted under the terms of this EULA. You may only use the Licensed Software as expressly provided for in this Agreement. You agree to take best commercial measures in order to secure and protect the Intellectual Property and Neptronic's proprietary rights therein.
8. Confidentiality
You acknowledge that the Licensed Software contains valuable Confidential Information and you agree to maintain the confidentiality of the Confidential Information and more specifically, the End User agrees: (i) to hold all Confidential Information in strict confidence in accordance with the terms of this Agreement; (ii) not to use the Confidential Information for any purpose other than the permitted use of the Licensed Software pursuant to the license granted herein; and (iii) not to disclose any Confidential Information to any person or entity other than your Representatives who have a need to know the Confidential Information for the sole purpose stated in this EULA. You agree to promptly advise Neptronic of any improper disclosure, misappropriation or misuse of the Confidential Information that comes to your attention. The End User shall be responsible for any breach of the terms hereof including a breach committed by any of your Representatives and any other person to whom you may have disclosed the Confidential Information in the course of this Agreement. The End User agrees to take appropriate measures and ensure proper safeguards to keep the Confidential Information out of the possession of or access by persons who are not authorized under the terms of this Agreement. Without limiting the restrictions set forth in Section 2.2 hereof, if Confidential Information consists of computer software disclosed in object code form, the Customer shall not, and shall not permit any other party, including the Permitted Third Parties and Representatives, to reverse engineer, reverse compile or disassemble such object code or take other steps to derive an equivalent source code. In addition, if Confidential Information is embodied in an item such as a model or prototype, then except as specifically approved in writing by Neptronic, the Customer shall not, and shall not permit any other party, including the Permitted Third Parties and Representatives, to derive drawings, plans, designs, specifications or other embodied information and/or any such derived information shall constitute and be part of Confidential Information protected by this Agreement.
9. NO WARRANTIES
THE LICENSE GRANTED FOR THE LICENSED SOFTWARE UNDER THE TERMS OF THIS AGREEMENT IS PROVIDED ON AN "AS IS," BASIS WITH NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY. NEPTRONIC SPECIFICALLY RENOUNCES AND DISCLAIMS ALL INDIRECT OR IMPLIED WARRANTIES TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, TITLE OR FITNESS FOR ANY PARTICULAR PURPOSE. NEPTRONIC IS NOT RESPONSIBLE OR LIABLE FOR THE USE AND/OR APPLICATION OF THE LICENSED SOFTWARE BY YOU OR ANY OTHER USER. NEPTRONIC DOES NOT WARRANT THAT THE LICENSED SOFTWARE WILL MEET YOUR REQUIREMENTS, WILL OBTAIN ANY RESULTS, OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY NEPTRONIC OR ITS AFFILIATES, DIRECTORS, SHAREHOLDERS, OFFICERS, EMPLOYEES LICENSORS OR OTHER DULY AUTHORIZED AGENTS SHALL CREATE A WARRANTY. WITH RESPECT TO THE LICENSED SOFTWARE AND SERVICES RELATING THERETO, NEPTRONIC DOES NOT REPRESENT OR GUARANTEE THAT THEY WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, GLOBAL NETWORK INTERRUPTION OR CRASH OR OTHER SECURITY INTRUSION, AND NEPTRONIC DISCLAIMS ANY LIABILITY RELATING THERETO.
10. Limitation of Liability
THE CUSTOMER AND THE END USER EXPRESSLY UNDERSTAND AND AGREE THAT NEPTRONIC AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER TANGIBLE OR INTANGIBLE LOSSES (EVEN IF NEPTRONIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR INABILITY TO USE THE PRODUCT OR SERVICE (ii) ANY CHANGES MADE TO THE PRODUCT OR SERVICE OR ANY TEMPORARY OR PERMANENT CESSATION OF THE SERVICE OR ANY PART THEREOF; (iii) THE UNAUTHORIZED ACCESS TO OR ALTERATION OF DATA; (iv) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE AND/OR SEND OR RECEIVE DATA ON OR THROUGH THE SERVICE; AND (v) ANY OTHER MATTER RELATING TO THE PRODUCT OR SERVICE.
NOTWITHSTANDING ANY PROVISION TO THE CONTRARY, IT IS UNDERSTOOD AND AGREED THAT IN NO EVENT SHALL NEPTRONIC’S OR ITS AFFILIATES’ CUMULATIVE MONETARY LIABILITY IN CONNECTION WITH THIS AGREEMENT OR LICENSED SOFTWARE COVERED BY THIS AGREEMENT EXCEED THE CUMULATIVE AMOUNTS PAID BY THE CUSTOMER FOR THE LICENSED SOFTWARE IN THE TWELVE (12) MONTH PERIOD PRECEDING AN OCCURRENCE GIVING RISE TO SUCH LIABILITY, UNLESS AS MAY OTHERWISE BE REQUIRED UNDER APPLICABLE LAW.
IN NO EVENT SHALL NEPTRONIC OR ITS AFFILIATES, DIRECTORS, SHAREHOLDERS, OFFICERS, EMPLOYEES LICENSORS OR OTHER DULY AUTHORIZED AGENTS OR BE LIABLE FOR ANY LOSSES, DAMAGES, CLAIMS OR INJURIES FROM ANY DISRUPTION, SUSPENSION OR CESSATION OF OPERATION. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE SOLELY AND EXCLUSIVELY LIABLE FOR ANY AND ALL LOSSES, DAMAGES, CLAIMS AND INJURIES THAT MAY RESULT FROM ANY CESSATION OF OPERATION, INCLUDING, WITHOUT LIMITATION, ANY LOSS OR BREACH OF SECURITY AND ANY LOSS OF DATA.
11. Security, Prevention and Indemnification
You acknowledge that there can be no assurances whatsoever that equipment control applications such as the Licensed Software will protect any individual or his or her property from harm. Consequently, the End User covenants and agrees to take appropriate safety precautions when operating or maintaining equipment connected to or operated or controlled by the Licensed Software. To the maximum extent permitted by applicable law, Neptronic assumes no responsibility or liability for any injury or damage to any persons or property resulting from the use by you and/or any other person authorized by you under the terms of this EULA of the Licensed Software. Unless Neptronic has provided its express written consent for a specific use or application of the Licensed Software, you will make commercially reasonable business efforts and arrangements to ensure that the Licensed Software is not used in any application in which the failure of the Licensed Software could lead to death, personal injury or severe physical or property damage, including, without limitation, environmental damage and Neptronic hereby expressly renounces to and disclaims any express or implied warranty or condition of fitness for such high-risk applications.
Furthermore, you shall indemnify and hold Neptronic and its Affiliates harmless from and against all losses, claims, damages and other causes of any nature or kind whatsoever (including reasonable attorney's fees) arising directly or indirectly out of third party claims concerning (i) a breach of any of your obligations, covenants, representations or warranties contained herein; (iii) any product developed by you using the Licensed Software; (iv) any combination of the Licensed Software, or any component of it, with any product developed by you or, a third party authorized by you, using the Licensed Software or with any other product, equipment, device, software, system or data not supplied by Neptronic, and (v) the negligence or intentional misconduct of you or your officers, employees, agents or contractors. You agree not to file any cross-claim, third party claim or action against Neptronic based on a claim, suit, action or proceeding threatened or commenced against you related to the Licensed Software.
12. Additional Terms
12.1
Waiver and Severability. Failure to enforce a provision of this EULA will not constitute a waiver of that or any other provision of this EULA. If a court of competent jurisdiction determines that any part of this EULA or document that incorporates this EULA by reference is unenforceable, that ruling will not affect the validity of all remaining parts.
12.2
Entire Agreement. You acknowledge having read and understood this EULA as well as the Terms and Conditions of Sale, which are incorporated herein by reference, and having obtained or expressly waived counsel with respect to the content hereof. You represent and acknowledge that you did not rely on any representations or statements that do not appear in this Agreement when accepting this EULA. This EULA and the Terms and Conditions of Sale constitute the entire agreement and understanding between the parties, supersede and render null and void any and all prior agreements between the parties. Except as otherwise expressly provided, no subsequent alteration, amendment, change or addition to this EULA shall be binding upon the parties unless signed in writing or expressly accepted, by technological means provided by Neptronic, by all the parties hereto.
12.3
Assignment. Except as permitted herein, you may not sublicense, assign, or transfer this EULA to another party, and any attempt to sublicense, assign or transfer any of the rights, duties or obligations under this EULA shall be null and void, without any legal effect, and deemed a breach of this EULA.
12.4
Relationship of the Parties. The Parties are independent contractors. Nothing contained in this EULA shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other party in any manner whatsoever.
12.5
Governing Law and Jurisdiction. This EULA shall be governed by and construed in accordance with the laws of Province of Quebec and Canada, applicable therein without giving effect to principles of conflicts of law rules. Each party hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of the Province of Quebec for any litigation or dispute arising from or relating to this EULA and the parties confirm and agree that the exclusive venue for any such litigation shall be vested with a court of competent jurisdiction located in the Judicial District of Montreal.
12.6
Force Majeure. With the exception of payment of the fees due under this EULA, no default, delay or failure to perform on the part of either party shall be considered a breach of the EULA of the parties if such default, delay, or failure to perform is due to any event constituting force majeure
12.7
Choice of Language. The parties hereby acknowledge that this EULA has been drawn up in both French and English and that the French version thereof has been made available to and received by the Customer prior to the entering into of this EULA. The parties have expressly requested and it is their wish that this EULA be made in the English language. / Les Parties reconnaissent que ce CLUF a été rédigé en français et en anglais et que la version française a été mise à la disposition du Client et reçue par lui avant la conclusion du présent CLUF. Les Parties ont expressément demandé et souhaitent que le présent CLUF soit conclu en langue anglaise.
12.8
Controlling Version. In the event of any discrepancy or inconsistency between the French and English versions of EULA, the French version shall prevail, unless otherwise required by law. En cas de divergence ou d'incohérence entre les versions française et anglaise du CLUF, la version française prévaudra, sauf disposition légale contraire.

(Effective as of October 16, 2025)
Privacy Policy
Privacy Policy
Neptronic - Who we are
Neptronic, a division of National Environmental Products Ltd. (“Neptronic”), is a private corporation that designs, manufactures and distributes Canadian-made products for the HVAC (heating, ventilation, and air conditioning) industry. The Neptronic product line includes intelligent controllers, electronic actuators, actuated valves, humidifiers and electric duct heaters which are sold to our customers around the world through our exclusive and solid distribution network. Neptronic sells its products almost exclusively to businesses rather than individual customers.
Our Commitment to the Protection of Personal Information
At Neptronic, we acknowledge the importance of protection of personal information and an individual’s right to privacy. Neptronic is committed to protecting the personal information it collects, uses and discloses in the course of operating its business. That is why we adopted this policy, which describes our practices to protect your personal information and privacy.
Scope
This Privacy Policy only applies to personal information about identifiable individuals and outlines how Neptronic collects, uses and discloses personal information about identifiable individuals in compliance with the Act respecting the protection of personal information in the private sector" (Quebec) (the "Act").
For the purpose of this Privacy Policy, “Personal Information” refers to any information, recorded in any form, whether written, graphic, computerized or other, which relates to an individual and allows that individual to be directly or indirectly identified, whether such information is held by an organization itself or by a third party.
Personal Information does not include certain contact information that enables an individual to be contacted at a place of business (“Business Contact Information”). Business Contact Information includes an individual’s name, position name or title, business telephone number, business address, business email address, business fax number, and may include other similar business information. Furthermore, it does not include information about a customer’s business and/or information sent to us by any technological means related to any projects or business opportunities.
It is important that you read this Privacy Policy together with any other privacy statements or other notices we may provide to you on specific occasions when we are collecting or processing your personal information so that you are fully aware of how and why we are using your Personal Information.
By providing us with your Personal Information or by using or accessing our websites or our mobile applications, you agree that we may process your personal information in the manner described in this Privacy Policy. Your use of our websites and mobile applications, and any information you provide through them, is subject at all times to this Privacy Policy and the applicable terms and conditions that apply to the websites.
Table of Contents
This Privacy Policy is broken into the following sections for ease of review, but should you have any questions or concerns regarding this Privacy Policy or your Personal Information, please contact our Privacy Officer as indicated in section 10 below.
1. Collection of Personal Information
2. The Purposes for which we Collect Personal Information
3. Limited Use and Disclosure of Personal Information
4. Consent
5. Security Against Personal Information Loss and Theft
6. Storage and Retention of Your Personal Information
7. Your Rights
8. Complaints Regarding Confidentiality
9. Additional Terms Applicable to Data Subjects in the European Union
10. Contact Us - Privacy Officer
11. Changes to this Privacy Policy
1. Collection of Personal Information
Neptronic collects Personal Information in a variety of ways including directly from you when you provide it, indirectly from your devices and online use, and from other third parties. We describe these ways in more detail below.
From you directly: We may collect Personal Information when you provide your information to us directly. Neptronic may collect information such as:
  • Your name, email address, address, country of residence, phone number, your resume, cover letter, qualifications for employment, employment history, education, assessments you complete, and reference and background check information when you apply for a job. This is the case, for example, when you send us your resume via fax, or through our Careers site https://www.neptronic.com/Careers/Careers.aspx or physically whether by mail or in person at our location .
  • Any sensitive and/or demographic information obtained during the hiring process such as Social Insurance Number, gender, your citizenship and/or nationality, etc.
  • Information relating to any previous applications you may have submitted to Neptronic and/or any previous employment history with Neptronic.
  • Banking information for direct deposit purposes, income history, income information, benefits information, and information regarding your beneficiaries.
  • Your name, contact information and related information when you visit one of our locations, attend one of our events, or are injured on, or suffer or cause property damage on, Neptronic’s premises.
  • Images, movements, actions, or other identifiable information about you, our customers or other visitors may be captured by video equipment monitoring our properties. The purpose of such monitoring is to enhance security, safety and reasonable use and enjoyment by all lawful users of the property.
  • Information provided by you when you register for an account to use our websites, including usernames and passwords.
From your devices, use of our websites and from other sources: We may collect Personal Information from your devices (including mobile devices), including:
  • Through our digital services and our software applications more fully described on our websites:
  • http://www.neptronic.com http://www.humidisoft.com http://www.neptronicdigital.com http://www.neptroniccloud.com http://www.nepconnect.ca
    In cases where our software products are used, account log-in information to our secure websites, system and event information relating to their setup, configuration and operation. For example, sensor data, equipment data, data regarding building spaces, energy usage data, fault data, event data, environmental data and other internal or external data, as well as product usage information and product personal data.
  • More specifically, after you connect to use our software applications, we may automatically collect usage information from such applications on a periodic basis, including status (such as whether a thermostat is off or on, and details about how it is performing) and aspects of its environment that may affect how it operates (such as input voltage, signal strength, and air temperature). We may also track and collect the software usage data, such as the date and time the software accesses our servers, your interactions with the software and what information has been downloaded to the software.
  • Automatically when you use our services on your device. This information may include your media address, type of computer or device, the IP address of your mobile device, screen resolution, operating system name and version, device manufacturer and model, language, Internet browser type and version, the name and version of the services you are using, your location information, and other statistics.
  • Automatically when you use our websites or services, via cookies if you have explicitly consented for our use of cookies.
  • Cookies are small text files or strings that a website can send to your device in order to identify your web browser and the activities of your computer on the website you are on and other websites. A cookie, by itself, cannot read other data from the computer’s hard disk or read other cookie files already on the computer. Cookies can be used to personalize your experience on the website, to assist you in using the website or to allow us to statistically monitor how you are using the website to help us improve our services. You have the ability to accept or decline cookies. If you choose to decline cookies or certain types of cookies, you may not be able to access and/or fully experience the interactive features of the website. When you visit our websites, you will be asked an explicit opt-in consent for our use of cookies. Please see our Cookie Policy.
  • In order to serve you better, we may also use a third-party web analytics service such as Google Analytics to help analyze the use of our website. These tools also use cookies to collect and generate information about your visits to our website (including your IP address) that is transmitted to their servers anonymously for processing. The purpose is to study patterns of website activity so we can improve the visitor experience to our sites. The use of these tools does not allow us or our analytics service providers to identify individuals. You may opt out of such activity by setting your browser to notify you when a cookie is sent and block analytics cookies if desired.
  • In connection with the use of Neptronic’s truck fleet, we use a GPS system on our trucks to obtain geolocation data and driving characteristics data. We use these GPS systems in order to comply with the conduct review policies for heavy vehicle owners, operators and drivers established by the Société de l’assurance automobile du Québec. The information gathered identifies our truck drivers, their driving characteristics and their location while driving our company trucks in the performance of their duties.
From other third parties: Subject to applicable law, we may also collect Personal Information from various third parties such as our distributors, Original Equipment Manufacturers (OEMs), public databases, consumer reporting agencies, government agencies, and other sources, and we may combine that data with Personal Information we have. For example:
  • In connection with job applicants or employees, Neptronic may collect application information from recruiters or information regarding your past employment (including performance information) from former employers. Neptronic may also collect information regarding your citizenship or eligibility to work in Quebec, Canada, or your credit history and/or criminal record if you consent to a credit check or background check and such checks are reasonably required and connected to the position you are applying for.
  • We also may receive information about you from other sources, such as public databases, publicly available Personal Information about you from sites such as LinkedIn or your current employer's website. You may also choose to provide us with access to certain Personal Information stored by third parties (for example, LinkedIn, Twitter, Google or Facebook). By authorizing Neptronic to have access to this Personal Information, you agree that we may collect, store and use this Personal Information in accordance with this Privacy Policy.
  • By reference or word of mouth (for example, through a referral from a current or former employee). For referrals, the person who is referring you will be responsible for obtaining your consent to provide us with your Personal Information.
2. The Purposes for which we Collect Personal Information
We identify to you the purposes for which we collect your Personal Information at or before the time of collection. We make this information available to you through this Privacy Policy and in the course of carrying on our business with you. We do not collect, use, or disclose Personal Information for a new purpose that was not previously identified without, first, explaining the new purpose to you and, second, obtaining consent by notifying you of the new purpose and giving you the opportunity to withdraw your consent.
We collect and use Personal Information for many purposes, including to:
  • To manage the application, hiring and recruiting process. We collect Personal Information of job applicants in order to evaluate the candidate’s application and determine whether to offer the candidate a position. Information may be collected from third parties, such as job references, background checks and employment pre-screening providers. If an applicant does not become a Neptronic employee, we typically keep the related information for a reasonable period of time in case a position becomes available or the applicant resubmits an application, unless an applicant asks us to delete his/her information. Candidate background checks are kept for a period of one year. If we hire the applicant, the related information is kept as part of the Neptronic employee’s employment file. We do not make hiring decisions based on automated decision-making processes or by the use of artificial intelligence technologies. Your Personal Information will be subjected to human-made decisions as the ultimate hiring decision will be made by the hiring manager.
  • To communicate with the applicant or employee. We may use your Personal Information to provide information to you, respond to your questions, notify you of changes to your compensation and benefits program, or notify you of emergencies. Neptronic also collects Personal Information in order to assess your performance, conduct pay reviews and handle any employment-related disputes.
  • To comply with recordkeeping requirements. We may use Personal Information to comply with applicable legally required or industry standard business and employment recordkeeping requirements and to respond to governmental requests for information.
  • To monitor the use of our information systems. We may use your Personal Information to monitor the use of our information systems and electronic resources, to conduct internal audits or investigations, and for the safety and security of Neptronic employees, visitors, and facilities. We may also use Personal Information to respond to violations of company policies and gather information for disciplinary actions. We may monitor any activity you perform online while using a Neptronic device or while connected to Neptronic’s internet such as monitoring the websites you visit and your activity on those websites. We may also track the emails you send using your Neptronic-provided email address, the phone calls you make using a Neptronic-provided device. We also may use such information to protect Neptronic against illegal activity and misconduct such as fraud, deceptive practices, and security investigations.
  • To improve of our products and services. We may need to improve and develop our products. From time to time, we may need to process your Personal Information to carry out product innovation and testing, analytics (e.g., Google analytics), market research and development.
  • To maintain secure and safe services and products: We may need to process your Personal Information to preserve and maintain the security of our websites, networks, systems and premises including protection against fraud and malicious security threats.
  • To create statistics to further our business. However, these statistics do not contain any information that could potentially identify any individual customer, supplier or others with whom we do business.
  • To address legal and security issues. More specifically, to defend or protect ourselves, and our employees or third parties, from harm or in legal proceedings, protect our security and the security of our employees and third parties, address legal and regulatory compliance, notify you of safety and security issues and complying with legal and contractual requirements. We may install video cameras or other recording devices in the public-access areas of our premises in order to protect the security of our employees, firm property, and client’s confidential information. We will post signs notifying individuals of the existence and purpose of any such recording devices. Our video cameras are motion triggered, have a fixed view, and do not collect audio. Video footage is only accessible to our internal administrators and is retained for 3-12 months, depending on traffic.
  • For permitted purposes. We may use your Personal Information for other reasons as required or permitted by the Act.
3. Limited Use and Disclosure of Personal Information
At times, it may be necessary to disclose your Personal Information to other parties for legitimate purposes. We are committed to always limiting information only to what is required and obtaining your consent, as required.
We do not use or disclose your Personal Information for purposes that are not identified at the time of collection, except with your consent or as otherwise required or permitted by law.
We may disclose Personal Information to third parties, including the following:
  • Within Neptronic. We may share your Personal Information internally within Neptronic and among Neptronic affiliates for purposes of recruiting and/or evaluating applicants, resource planning, talent retention, human resources, and business administration functions. All Neptronic employees who access or process Personal Information of job applicants are required to comply with Neptronic’s privacy and security policies.
  • Service providers. We may share your Personal Information with third-party service providers that help us provide and administer our talent and recruiting, human resources, and business functions. Each of our service providers is required to protect the privacy of your Personal Information, and to only handle your Personal Information for Neptronic’s purposes (and not for its own purposes).
  • Legal requirements. We will cooperate with law enforcement and other governmental and regulatory agencies. On rare occasions, we may disclose Personal Information without your knowledge or consent where we have reason to believe we are required or permitted by law to do so (e.g., in response to a warrant or subpoena, in an emergency that threatens life or safety, etc.). When we are required or permitted by law to disclose Personal Information, we take reasonable steps to verify the lawful authority (where applicable) for the request and we disclose only the information that is legally required or otherwise permitted to be disclosed. We may disclose Personal Information for the following legal purposes:
(a) if we believe in good faith, we are legally required to disclose that Personal Information or if we are advised to disclose Personal Information by our legal counsel;
(b) when necessary to identify, contact, or bring a legal action against someone who may cause or be causing harm to, or interfering with the legal rights of, Neptronic or any other party;
(c) for tax and payment purposes for our employees (e.g., provincial and federal taxation authorities);
(d) to protect our rights or property, the health and safety of our employees, or the health and safety of others or to respond to an emergency; and
(e) to detect and investigate fraud or illegal activity or to respond to a government request.
  • Professional advisors. We may share Personal Information with our professional advisors, such as our attorneys and accountants, in their capacity as advisors, including for advice on potential or actual litigation matters.
  • Business Transactions. We may also share certain Personal Information that we hold as part of a commercial transaction or in other situations provided for in the Act. We may provide Personal Information in connection with a due diligence process, or it could be transferred as part of the change in control to subsequent owner(s). Where applicable, we will take steps to require that your Personal Information be treated in accordance with this Privacy Policy and use and disclose it only for the purposes for which it was collected.
4. Consent
Neptronic only uses your Personal Information with your consent or as permitted by law. You may give your consent expressly, for stated purposes or implicitly when your consent can be inferred by your actions or by the relevant circumstances.
Neptronic obtains your consent to collect, use, and disclose your Personal Information, when:
  • you provide us with your Personal Information, or
  • you use our websites, such consent being provided to the extent described in this Privacy Policy, or
  • if you are a job applicant, you have sent us your resume via fax, or platforms such as Indeed or LinkedIn, or through our Careers site https://www.neptronic.com/Careers/Careers.aspx or
  • if you are an employee, you have signed the separate written request for consent which was submitted to you in accordance with our internal privacy procedures, or
  • we need to use your Personal Information for any purposes beyond the scope of your original consent as identified in this Privacy Policy.
However, we do not obtain your consent for every interaction with you. For example, we do not obtain your consent in some situations provided by law, such as to:
  • Comply with a court order or other enforceable request
  • Investigate a breach of contract or law
  • Prevent, cease or detect fraud
You may vary or withdraw your consent to the use and disclosure of your Personal Information, or opt-out of certain uses and disclosures, subject to legal and contractual restrictions. Please see section 7 “Your rights” below.
If you require any assistance in understanding the scope of the consent being sought or to vary or withdraw your consent, please contact our Privacy Officer as indicated in section 10 below for more information.
5. Security Against Personal Information Loss and Theft
Neptronic makes commercially reasonable efforts to protect your Personal Information. We protect Personal Information using technical and organizational measures designed to reduce the risks of loss, misuse, and unauthorized access, disclosure, alteration, and destruction of Personal Information appropriate to the type of Personal Information processed. For example:
  • Physical measures: your personal information is subject to restricted access (locking filing cabinets, restricted offices access). This means that only employees who need to know your information in order to carry out their duties have access to it.
  • Technological tools: electronic data is protected by technological means, such as firewalls, access controls, or encryption.
  • Organizational controls: we sensitize our personnel to the importance of safeguarding personal information from loss, theft or unauthorized access, use or disclosure.
Despite the measures outlined above and notwithstanding our security safeguards, it is impossible to guarantee 100% security in all circumstances. You have a role to play in protecting your Personal Information. You are responsible for safeguarding the security of any password, user ID, or other forms of authentication involved in obtaining access to password-protected or secure areas of any Neptronic-owned or licensed platforms. It is your sole responsibility to use the appropriate level of care whenever communicating with us.
If you have reason to believe that your interaction with us is no longer secure, you must immediately notify us of the problem. If a breach of your Personal Information occurs, we will notify you of the breach if and as required under applicable privacy laws and any other applicable law. In order to protect you and your Personal Information, Neptronic may suspend your use of any Neptronic programs or platforms without notice pending an investigation if any breach of security is suspected.
In the event of a confidentiality breach involving Personal Information, Neptronic follows the provisions of the Act in force and takes reasonable measures to mitigate the risks that a breach may cause to the individuals affected by the confidentiality breach. We are not liable for any illegal use of your Personal Information that is beyond our reasonable control.
6. Storage and Retention of Your Personal Information
Storage
Your Personal Information is stored at secure locations at our offices in Montreal and on servers controlled by Neptronic at our offices in Montreal. It may also be stored at the offices of our service providers. Neptronic takes reasonable contractual or other measures to protect customers’ Personal Information while processed or handled by these service providers and our corporate affiliates who are responsible and liable if they misuse any Personal Information. Your Personal Information is not stored outside the province of Quebec.
Retention for a limited time
Your Personal Information will be kept as long as needed to carry out the purposes described in this Privacy Policy or as otherwise required or permitted by applicable law.
Generally, this means for employees that your Personal Information will be retained until the end of your employment or work relationship with us plus a reasonable period thereafter to respond to employment or work-related inquiries or to deal with any legal matters, document the proper termination of your employment or work relationship, or to provide you with any ongoing benefits.
In the case of job applicants, if they are not offered a job at Neptronic, their information is kept for a reasonable period in case a position at Neptronic becomes available, or if the applicant reapplies for a job, unless the applicant requests that we delete their information.
When it is no longer necessary for us to maintain your Personal Information, whether based on law or otherwise, we will securely and effectively destroy or permanently erase your Personal Information from our systems.
7. Your Rights
As provided in the Act, you have the following rights regarding your Personal Information:
  • Right to be informed. The right to be informed about your Personal Information in our possession.
  • Right to access. The right to access your Personal Information. We will process your request within 30 days or within a longer period as set out by law. You will be notified if the timeframe is longer than 30 days.
  • Right to rectification. The right to rectify your Personal Information if it is incomplete or inaccurate.
  • Right to erasure. Individuals have the right to request the deletion of their personal information in certain cases. For example, the right to request de-indexation of your Personal Information, that is, that we cease any dissemination of your Personal Information, subject to applicable legal requirements.
  • Right to data portability. The right to exercise your right to data portability, which means to access the computerized Personal Information that you may have provided to us, in a structured and commonly used technological format, or to request that such access be granted to a third party.
  • Right to withdraw or change consent. The right to withdraw or change your consent to our processing of your Personal Information, subject to applicable legal and contractual restrictions.
To exercise these rights, please send a written request to our Privacy Officer.
8. Complaints Regarding Confidentiality
Any person who believes that their Personal Information or that of another person has been the subject of (i) access, use or sharing not authorized by the Act or (ii) loss or any other infringement of the protections provided for by the Act, is asked to file a complaint in writing to the Privacy Officer mentioned below.
The complaint must include the relevant details, namely the personal information concerned, the context, the potential or actual harm suffered, or which could be suffered, as well as the relevant dates. The details of the reported incident should be described as accurately as possible so that a response can be provided quickly.
Any employee who receives a complaint must forward it, upon receipt, to the Privacy Officer. After receiving a complaint, Neptronic will comply with its internal complaints handling procedure, in order to handle the complaint fairly.
9. Additional Terms Applicable to Data Subjects in the European Union
If you are in the European Economic Area (“EEA”), please note that this section applies to our processing of your Personal Information in addition to the other terms of this Privacy Policy. Any reference to “Personal Information” in this Privacy Policy should be understood as referring to “personal data”, which terms are defined under the General Data Protection Regulation (“GDPR”) as “any information relating to an identified or identifiable natural person (‘data subject’); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.”
Neptronic may collect personal data about you when you use our websites. Neptronic as data controller processes your personal data in compliance with the requirements of the GDPR, as amended from time to time.
Legal Bases Upon Which We Process your Personal Data
In connection with our commercial activities outside of the EEA, we process Personal Information with consent except where otherwise permitted or required by law.
In connection with our commercial activities in the EEA, we rely on one of the following legal grounds (as appropriate) to process Personal Information:
  • with your consent: for example, where you share details for particular purposes;
  • for performing the services or entering a contract with you, that is, you have requested from us or, upon your request, to take the steps necessary to provide you with such services;
  • to comply with our legal obligations, when processing personal data is necessary for compliance with a legal obligation to which Neptronic is subject;
  • in the furtherance of our legitimate interests in maintaining business relationships and communicating with you as a business contact, about Neptronic’s activities and services. We consider that our legitimate interests are in compliance with the GDPR and your legal rights and freedoms.
Additional Data Subject Rights
In addition to the rights described above under section 7, you may in some cases ask us to delete your personal data. You can also object to certain personal data about you being processed and request that processing of your personal data be limited. Please note that the limitation or deletion of your personal data may mean we will be unable to provide the services described above. If you disagree with how we process your personal data, you are also entitled to report this to the competent supervisory authorities in the European Union.
10. Contact Us- Privacy Officer
If you have any questions, complaints, or comments about this Privacy Policy, please contact our Privacy Officer at:
Ms. Alegria Mafoda, Privacy Officer
Neptronic
400 Lebeau Blvd.
Montreal, Quebec, Canada, H4N 1R6
Telephone: (514) 333-1433
confidentiality@neptronic.com
11. Changes to this Privacy Policy
The most current version of our Privacy Policy will be posted on our website at http://www.neptronic.com We may change our Privacy Policy, at any time and at our sole discretion, by posting the amended terms on our website. Changes will be effective immediately upon posting on the website. If you do not agree with the updated terms of the Privacy Policy, you should contact our Privacy Officer. Failing to do so indicates your acceptance of the updated terms of the Privacy Policy. It is your responsibility to regularly review this Privacy Policy.
Effective Date: November 27, 2024
SAAS SUBSCRIPTION AGREEMENT
SAAS SUBSCRIPTION AGREEMENT
This Neptronic SaaS Subscription Agreement (the “SaaS Agreement”) sets forth the standard terms and conditions under which Neptronic will provide the SaaS Services subscribed to by the Customer and any related Professional Services purchased in connection thereto. The general terms and conditions of this SaaS Agreement apply unless replaced or supplemented by a Customized SaaS Agreement executed by the Parties in accordance with its terms.
This SaaS Agreement, together with a Customized SaaS Agreement (if applicable), any Statement of Work for Professional Services, the Order Confirmation, the Terms and Conditions of Sale for Neptronic Software, Cloud Saas Software and Hardware Products, the Privacy Policy and the End User License Agreement, are collectively referred to as the “Agreement” and govern the Customer’s subscription and use of the SaaS Services and any related Professional Services.
The Customer hereby acknowledges having read and understood this SaaS Agreement and agrees to be bound by the provisions hereof which the Customer accepts voluntarily either by (i) signing and returning Neptronic’s quotation, (ii) sending a Purchase Order to Neptronic, (iii) receiving an Order Confirmation from Neptronic, (iv) submitting instructions to Neptronic to purchase a subscription to the Services (as hereinafter defined) or (v) accessing or using the Services. If you do not or cannot agree to be bound by this SaaS Agreement, you may not access or use the Services. If you are accessing or using the Services on behalf of a person or an organization, you are agreeing to this SaaS Agreement for that person or organization and representing to Neptronic that you have the authority to bind that person or organization to this SaaS Agreement.
1. DEFINITIONS
1.1
Incorporation by Reference Except as otherwise expressly defined in this SaaS Agreement, all capitalized terms shall have the meaning assigned to them in the Terms and Conditions of Sale for Neptronic Software, Cloud SaaS Software and Hardware Products (the “Terms and Conditions of Sale”), which are incorporated herein by reference and form an integral part of this SaaS Agreement. The Terms and Conditions of Sale are available on Neptronic’s website at https://neptronic.com/sales-conditions
1.2
Additional Definitions. For the purposes of this SaaS Agreement, the following expressions shall have the meanings set forth below:
(a)
“Account” means any account created by, or on behalf of a Customer, in accordance with Article 4 hereof.
(b)
“Agreement” means, collectively, this SaaS Agreement together with any Customized SaaS Agreement, any Statement of Work for Professional Services, the Order Confirmation, the Terms and Conditions of Sale, the Privacy Policy and the EULA.
(c)
“Beta Services” means services or features identified as alpha, beta, preview, early access, or evaluation, or words or phrases with similar meanings.
(d)
“Cloud SaaS Software” means the cloud-based software platform that is developed and maintained by Neptronic and made available to the Customer and/or End Users via the internet known as “software as a service” or “SaaS”. It includes the underlying software code, hosting infrastructure, databases, and the necessary connectivity to operate and access the Cloud Saas Software in accordance with this SaaS Agreement but does not include any customized modifications unless explicitly provided as Professional Services by Neptronic and made available to the Customer and/or End Users via the internet.
(e)
“Customer” or “you” means the person, company, firm, enterprise or other entity identified on a request for quotation, Purchase Order, Order Confirmation or invoice with respect to the purchase of the Cloud SaaS Software or any Customized Cloud SaaS Software.
(f)
“Customer Data” means any non-public data, information or material submitted, uploaded or imported by the Customer or End User to and stored in its Account through the Cloud SaaS Software or any Customized Cloud SaaS Software.
(g)
“Customized SaaS Agreement” means a separate, written agreement signed by both Parties that expressly modifies, amends, or supersedes this SaaS Agreement.
(h)
“Customized Cloud SaaS Software” means the Cloud SaaS Software that has been modified, tailored, customized or adapted for a specific Customer in accordance with a request to Neptronic for such modifications, to be delivered as part of a Professional Service and as specified in an Order Confirmation or a Statement of Work.
(i)
“Customer Portal” means a web-based user interface provided by Neptronic that allows the Customer and its End Users’ access, manage their Accounts, perform configuration, and utilize the features of the Cloud SaaS Software, including any Customized Cloud SaaS Software, as described in these SaaS General Terms and Conditions.
(j)
“Data Privacy Laws” means all applicable laws relating to the protection of personal information or personal data, including requirements for cross-border transfers, such as Québec’s Act respecting the Protection of Personal Information in the Private Sector (as amended by Law 25), Canada’s Personal Information Protection and Electronic Documents Act (PIPEDA), the European Union’s General Data Protection Regulation (GDPR) and any successor legislation, and any other applicable provincial, state, or federal privacy laws.
(k)
“Documentation” means the user manuals, features guides, operational instructions, and other technical materials related to the use, operation, and support of the Cloud SaaS Software, including any Customized Cloud SaaS Software, provided by Neptronic. Documentation is provided electronically or in other formats as specified and is intended solely for authorized End Users.
(l)
“Effective Date” means the date on which the SaaS Services are activated, unless a different date is defined by the Parties as being the effective date in the Order Confirmation.
(m)
“Neptronic Agreements” means the agreements listed in section 17.2 hereof which are published on Neptronic Websites and are incorporated herein by reference.
(n)
“Neptronic Materials” means any service software provided by Neptronic, specifications, Documentation and any and all other information, data, documents, materials, works and other content, devices, methods, processes, hardware, software and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans or reports, that are provided or used by Neptronic or its Subcontractor in connection with the Services or otherwise comprise or relate to the Services provided.
(o)
“Parties” means collectively Neptronic and the Customer, each being referred to individually as a “Party”.
(p)
“Professional Services” means any additional services provided by Neptronic beyond the SaaS Services and identified as such in the Order Confirmation or in a Statement of Work. The additional services may include, but are not limited to, customization of the Cloud Saas Software, personalized user training, specialized support, integration, enhancements, and development, as described in Article 5 hereof. Professional Services do not include SaaS Services.
(q)
“Professional Services Fees” means the fees and charges set forth in the Order Confirmation or the applicable Statement of Work for the Professional Services requested by the Customer and payable to Neptronic, as referred to in Section 9.3 hereof.
(r)
“Saas Fees” means the set-up and annual subscription fees set forth in the Order Confirmation and referred to in Section 9.1 hereof.
(s)
“SaaS Services” means the specific internet-accessible service that provides the use of the Cloud SaaS Software, including limited access and use rights to the Cloud SaaS Software platform delivered to the Customer through the Customer Portal, or as detailed in the Order Confirmation. SaaS Services do not include Professional Services.
(t)
“Scheduled Maintenance” means the pre-planned activities carried out by Neptronic to update, enhance, or perform routine checks on the SaaS, infrastructure, or systems to ensure optimal performance. These activities may include, but are not limited to, software updates, hardware upgrades, and security patch installations. Scheduled Maintenance is typically conducted during off-peak hours to minimize disruption and impact on service availability.
(u)
“Services” means, collectively, the SaaS Services and Professional Services.
(v)
“Software” means any proprietary software, applications, tools, or components provided by Neptronic under these SaaS General Terms and Conditions, including the Cloud SaaS Software and any Customized Cloud SaaS Software, as well as any related downloadable or installable software, updates, and associated documentation, made available to the Customer and/or End Users solely for use in connection with the SaaS Services.
(w)
“Statement of Work” or “SOW” means a written document agreed upon by the Parties that describes the scope, deliverables, timelines, fees, costs and expenses for the Professional Services.
(x)
“Subcontractors” means third parties engaged by Neptronic to provide the Services as set forth in Section 7.8 hereof.
(y)
“Term” means the Initial Term and any Renewal Term, as set forth in Article 14 hereof.
(z)
“Third-Party Materials” means materials and information, in any form or medium, including any open-source or other software, documents, data, content, specifications, products, equipment or components of or relating to the Services that are not proprietary to Neptronic.
Other terms are defined in the context in which they are used throughout these SaaS General Terms and Conditions.
2. ORDER CONFIRMATION / SCOPE OF SAAS SERVICES
2.1
Order Confirmation. The Order Confirmation will contain a description of the SaaS Services and/or Professional Services purchased by the Customer including, if applicable, the terms and conditions of any customization requested by a Customer or any other special terms and conditions applicable to such purchase including, without being limited to, any special payment terms, warranty, contract duration or renewal terms. Unless a Customer sends to Neptronic a notice of refusal in accordance with Section 2.2 hereof, the Parties acknowledge and agree that the Order Confirmation sent by Neptronic to the Customer shall constitute a mutually executed Order Confirmation which will set forth the terms and conditions under which the SaaS Services and/or Professional Services and/or customization services, as the case may be, will be delivered and performed. As indicated in Article 5 hereof, the description of Professional Services and the related terms may also be described in a separate Statement of Work.
2.2
Notice of Order Confirmation Refusal. If a Customer disagrees with the content of an Order Confirmation, it must provide Neptronic with a written notice of refusal of such Order Confirmation within five (5) business days of receipt of the Order Confirmation.
2.3
Provision of the SaaS Services. Subject to the terms and conditions hereof and the Order Confirmation, and upon Customer’s payment of the SaaS Fees, Neptronic shall host and make the SaaS Services available to Customer during the Term, except for: (a) Scheduled Maintenance or scheduled SaaS Services downtime or degradation due to a Force Majeure; (b) circumstances beyond Neptronic’sreasonable control, including without limitation, any use by Customer or any End User of Third-Party Materials, misuse of the SaaS Services or use of the SaaS Services other than in compliance with the express terms of these SaaS General Terms and Conditions; and/or (c) any suspension or termination of access to, or use, of the SaaS Services by Customer, any End User or Neptronic, as permitted by the Agreement.
3. GRANT OF ACCESS (SAAS USE RIGHTS)
3.1
Subject to the Customer’s timely payment of the SaaS Fees and the Professional Fees, if applicable, and compliance with this SaaS Agreement, the Terms and Conditions of Sale and the End User License Agreement (EULA), Neptronic grants Customer a limited, non-exclusive, non-transferable, revocable, nonsublicensable right to access and use Cloud SaaS Software, or any Customized SaaS Software, if applicable, solely for Customer’s internal business purposes, via interfaces authorized by Neptronic. No copy of the Cloud SaaS Software is delivered; no rights are granted except as expressly stated. The access and use of the Cloud SaaS Software or any Customized Cloud SaaS Software granted herein to the Customer do not transfer to the Customer any ownership, license, or intellectual property rights in the Cloud SaaS Software or any Customized Cloud SaaS Software or any underlying proprietary code. Reference is specifically made to Section 8-Software and Cloud Software Licensing Rights and Section 9 -SaaS Terms for the Cloud SaaS Software of the Terms and Conditions of Sale and to the terms of the End User License Agreement (EULA) for a detailed description of the SaaS Use Rights during the Term. The full text of the EULA, as same may be updated from time to time, can be found on the Neptronic Website at https://neptronic.com/sales-conditions
4. ACCOUNTS
4.1
Accounts. The Customer and End User agree to use the Account created through the Cloud SaaS Software, including any Customized Cloud SaaS Software, and services relating thereto, only for the Customer’s internal business purposes as permitted by this Agreement and the Terms and Conditions of Sale. The Customer must maintain unique user accounts and keep credentials confidential; no credential sharing. Customer is responsible for Users’ compliance, accuracy of Customer Data, and for its equipment, networks, and Internet connectivity.
4.2
Compliance with the End User License Agreement (EULA); Customer Restrictions. The license granted by Neptronic to the Customer pursuant to Section 3.1 hereof is granted subject to (a) the Customer restrictions set forth in Article 6 hereof, (b) solely on the condition that the Cloud SaaS Software, including any Customized Cloud SaaS Software, shall be used only in connection with the permitted use and purpose, and (c) in strict compliance with all the provisions of the Agreement which shall be binding on the Customer and End User.
4.3
Authorized End Users’ Access. Use of and access to the Services is permitted only by the End Users, the maximum number of which will be specified in the Order Confirmation. If the Customer is given API keys or passwords to access the Services, the Customer will require that all End Users keep API keys, user ID and password information strictly confidential and not share such information with any unauthorized person. User IDs are granted to individuals, named persons and may not be shared. The Customer will be responsible for any and all actions taken using the Customer’s Accounts and passwords. If any End User who has access to a user ID is no longer an employee or contractor of the Customer, then the Customer will immediately delete such user ID and otherwise terminate such End User’s access to the Services. Neptronic may use rights management features (e.g., lockout) to prevent unauthorized use.
4.4
SaaS Usage Metrics. The Order Confirmation may list metrics, including user number, data volume, sensors or other means to measure usage or fees. SaaS Use Rights are subject to SaaS usage metrics and any other restrictions contained in these SaaS General Terms and Conditions. Neptronic has the right to monitor usage and if the Customer exceeds SaaS usage metrics, Neptronic may suspend the Customer’s access until the Customer pays all required fees.
5. ANCILLARY PROFESSIONAL SERVICES
5.1
Additional Professional Services. A Customer may, from time to time, request additional Professional Services from Neptronic related to the Cloud SaaS Software. These services may include, but are not limited to, customization of the Cloud SaaS Software (the “Customized Cloud SaaS Software”), personalized user training, specialized support, integration, enhancements, and development, as detailed in the Order Confirmation or in a Statement of Work. The Order Confirmation or each Statement of Work will specify the Professional Services Fees, costs and expenses to be paid by the Customer to Neptronic, along with any assumptions or dependencies, as provided in Section 9.3 hereof. Deliverables created by Neptronic in connection with the performance of Professional Services may be used by the Customer solely for its internal business purposes.
5.2
Customer Responsibility and Approval. For Professional Services involving a Customized Cloud SaaS Software, the Customer is responsible for ensuring that the Customized Cloud SaaS Software complies with its internal systems and any applicable legal or regulatory requirements. The Customer must provide written confirmation to Neptronic that it has thoroughly tested and approved the final version of the Customized Cloud SaaS Software prior to deployment and use. All Intellectual Property Rights related to the Customized Cloud SaaS Software will remain the exclusive property of Neptronic.
5.3
Delivery Timeline. Neptronic will make reasonable efforts to deliver the Professional Services within the estimated timeline. However, all delivery dates are estimates only and not guarantees. Delivery of a Customized Cloud SaaS Software is contingent on the Customer providing timely input, such as clear and complete specifications, reviewing and approving samples promptly, and minimizing changes to the agreed specifications. Delays due to incomplete information, late responses, or excessive changes by the Customer may impact the delivery schedule. Neptronic shall assume no liability for delays beyond its reasonable control.
5.4
Limitation of Liablity. Neptronic’s liability for Professional Services is limited to the liability cap provided in Section 15.2(c) hereof. Neptronic shall not be liable for any indirect, incidental, or consequential damages resulting from the use or inability to use the Professional Services or the Customized Cloud SaaS Software.
5.5
Confidentiality. Neptronic shall maintain the confidentiality of any proprietary information provided by the Customer during the course of these Professional Services. Both Parties agree to adhere to applicable Data Privacy Laws.
5.6
Termination of Professional Services. Either Party may terminate the provision of Professional Services under a Statement of Work with written notice if the other Party materially breaches the terms of the Statement of Work and fails to remedy such breach within thirty (30) days of receiving notice. Termination of Professional Services does not affect the continuation of the SaaS Services under the Agreement unless explicitly stated.
6. CUSTOMER RESTRICTIONS
6.1
General Restrictions. The Customer will not (and will not permit any third party including its End Users to):
(a)
make the Services available to anyone other than the authorized End Users;
(b)
sell, resell, rent, lease, provide access to or sublicense the Services to a third party;
(c)
interfere with or disrupt the integrity or performance of the Services or any content contained therein;
(d)
attempt to gain unauthorized access to the Services or the underlying systems or networks;
(e)
use the Services or data derived therefrom to provide, or incorporate the Services into, any unauthorized product or service provided to a third party, or to create a competing offering;
(f)
reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or non-public APIs to the Services, except to the extent expressly permitted by applicable law (and then only upon advance notice to Neptronic);
(g)
circumvent any technical limitations in the Services that limit or restrict access to or use of Services or any content, file, or other work, except as expressly permitted by applicable law notwithstanding this limitation;
(h)
degrade, impede access, copy or modify the Services or any Documentation, or create any derivative work from any of the foregoing;
(i)
remove or obscure any proprietary or other notices contained in the Services;
(j)
publicly disseminate information regarding the performance of the Services;
(k)
use any Neptronic or other third party name or trademarks referenced in the provision of the Services in any manner without Neptronic’s written consent;
(l)
use the Services in manner outside of its intended purpose or in a manner that would reasonably be expected to cause liability or harm to Neptronic or its customers or breach these SaaS General Terms and Conditions;
(m)
derive drawings, plans, designs, specifications or other embodied information from a model or prototype containing Confidential Information belonging to Neptronic as any such derived information shall constitute and be part of Neptronic Confidential Information protected by these SaaS General Terms and Conditions;
(n)
use the Neptronic Confidential Information for any purpose other than the permitted use and purpose pursuant to these SaaS General Terms and Conditions; and
(o)
disclose any Neptronic Confidential Information to any third party except those who have a need to know such Confidential Information for the sole purpose and use in accordance with these SaaS General Terms and Conditions.
6.2
License Restrictions. Without limiting the EULA, neither the Customer nor the End User will use the Cloud SaaS Software, including any Customized Cloud SaaS Software, in any manner or for any purpose other than as expressly permitted by this SaaS Agreement and the Terms and Conditions of Sale.
6.3
No Resale. Except as expressly permitted under Section 6.4, the Customer may not resell, sublicense, or otherwise transfer SaaS Use Rights, nor allow any third party (other than its Affiliates or service providers acting on its behalf) to access or use the Cloud SaaS Software or any Customized Cloud SaaS Software. The Customer may not make copies of the Cloud SaaS Software or any Customized Cloud SaaS Software, except for reasonable backup purposes, unless otherwise agreed in writing by Neptronic.
6.4
Authorized Reseller Exception. Notwithstanding Section 6.3, if the Customer is designated as an authorized Reseller by Neptronic in an Order Confirmation or separate reseller agreement, the Customer may make the Cloud SaaS Software or any Customized Cloud SaaS Software available to End Users solely in accordance with the following conditions: (a) each End User must agree to be bound by the Agreement; (b) the Reseller shall not loan, rent, lease, give, transfer, publish, disclose, display, or otherwise make the Cloud SaaS Software or any Customized Cloud SaaS Software available to any person or entity other than an End User authorized under the Agreement; and (c) the Reseller remains responsible for compliance with all obligations under the Agreement and any applicable reseller terms.
6.5
Third Party Open-Source Components. Portions of the Services may include third party open source components that are subject to third party terms and conditions (“Third Party Terms”). In the event there is a conflict between the Third Party Terms and this SaaS Agreement, then the Third Party Terms shall prevail but solely in connection with the related third party open-source component. Notwithstanding anything in this SaaS Agreement to the contrary, Neptronic makes no warranty or indemnity hereunder with respect to any third party open-source component. A list of any third party open-source components and related Third Party Terms will be provided upon request made to Neptronic.
7. SUPPORT AND SERVICE LEVEL AGREEMENT
7.1
Set Up, Support. Initial set up and configuration are provided to the Customer for a fee if stated in the Order Confirmation and/or relevant services attachment or Statement of Work. Neptronic will manage, maintain and support the Cloud SaaS Software, including any Customized Cloud SaaS Software (the “Support”), in accordance with the policies specified in the Order Confirmation or applicable Statement of Work or, if none are specified, Neptronic will use reasonable efforts to maintain the Cloud SaaS Software, including any Customized Cloud SaaS Software, repair reproducible defects and make the SaaS available subject to scheduled downtime and routine and emergency maintenance. Except as expressly set out in this SaaS Agreement, the Customer is responsible for the connectivity required to use the SaaS and for maintaining the technology, equipment and infrastructure that connects the SaaS. Set up and Support excludes device or thirdparty application set up unless stated in the Order Confirmation. Neptronic is not responsible or liable for any issues, problems, unavailability, delay or security incidents arising from or related to:
(a)
conditions or events reasonably outside of Neptronic’s control;
(b)
cyberattack;
(c)
the public internet and communications networks;
(d)
data, software, hardware, services, virtual machines, telecommunications, infrastructure or networking equipment not provided by Neptronic, or acts or omissions of third parties retained by the Customer;
(e)
the Customer and End Users negligence or failure to use the latest version of the Cloud SaaS Software, including any Customized Cloud SaaS Software, orfollow published Documentation;
(f)
modifications or alterations not made by Neptronic;
(g)
loss or corruption of data;
(h)
the Customer’s failure to thoroughly test the final version of the Customized Cloud SaaS Software before use and deployment;
(i)
unauthorized access via the Customer or authorized End Users credentials;
(j)
the Customer’s failure to use commercially reasonable administrative, physical and technical safeguards to protect its systems or data or follow industry-standard security practices; or
(k)
The Customer’s or any third party’s network infrastructure or connectivity.
7.2
Service Uptime. Neptronic will use reasonable efforts to maximize the uptime of the Cloud SaaS Software. While Neptronic does not guarantee 100% availability, it shall use reasonable efforts to maintain a high level of availability with the exception of “exclusions” and Scheduled Maintenance as provided for in Sections 7.3 and 7.5 hereof.
7.3
Exclusions. Exclusions to availability include (a) use of the Services in a manner not authorized in these SaaS General Terms and Conditions; (b) general internet problems, Force Majeure or other factors outside of Neptronic’s reasonable control; (c) Customer’s equipment, software, network connections or other infrastructure; (d) third party systems; or (e) Scheduled Maintenance or reasonable emergency maintenance.
7.4
Temporary Services Interruption. In the event of a temporary interruption of the Customer’s Account for the purposes of periodic maintenance of its cloud system or due to service interruption caused by an IT system failure or global internet crash, Neptronic will diligently and promptly proceed to fix any such issues to the best of its ability in order to reinstate the Services and the use of the Customer’s Account. Neptronic will not be liable for any losses or damages caused by such service interruption.
7.5
Scheduled Maintenance. Neptronic will use reasonable efforts to notify the Customer in advance of any Scheduled Maintenance that is expected to cause noticeable downtime or service interruption.
7.6
No Future Functionality Representations. The Customer agrees that its purchases of the Cloud SaaS Software or any Customized Cloud SaaS Software are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments by Neptronic regarding the future functionality or features.
7.7
Modification of Software Features: Changes to Services. Neptronic reserves the right, in its sole discretion, to modify the Cloud SaaS Software features or to make any changes to the Services and Neptronic Materials that it deems necessary or useful to (a) maintain or enhance: (i) the quality or delivery of the Services to its Customers; (ii) the competitive strength of or market for the Services; or (iii) the cost efficiency or performance of the Services; or (b) to comply with applicable law.
Without limiting the foregoing, either Party may, at any time during the Term, request changes to the Services in writing. The Parties shall evaluate and, if agreed, implement all such requested changes. No requested changes will be effective unless and until memorialized in a written change order signed by both Parties. In the event of a deprecation of any material functionality, Neptronic will provide the Customer with an advance notice of thirty (30) days.
7.8
Subcontractors. Neptronic may, from time to time and at its discretion, engage third parties to perform the Services or some element thereof (each, a “Subcontractor”) and permit them to exercise the rights granted to Neptronic in order to provide the Services under these SaaS General Terms and Conditions, provided that Neptronic remains responsible for (i) compliance of any such Subcontractor with this SaaS Agreement and (ii) for the overall performance of the Services as required under these SaaS General Terms and Conditions.
7.9
Opening of a Support Ticket. The Customer may report errors or abnormal behavior of the Cloud SaaS Software, including any Customized Cloud SaaS Software, by opening a support case on the Customer Portal, which will initiate the creation of a support ticket. All response times are based on Eastern Standard Time (EST); Neptronic’ssupport “business hours” are defined as Monday through Friday, between the hours of 9 A.M. and 6 P.M. EST, excluding observed holidays. Requests received outside these business hours will be addressed within the timelines outlined in Neptronic’s support guidelines, starting on the next business day. Neptronic’s support team shall use reasonable efforts to resolve issues related to the Cloud SaaS Software or any Customized Cloud SaaS Software for which Customer is in full compliance with these SaaS General Terms and Conditions.
7.10
Suspension or Termination of the SaaS Services. Neptronic may, without any liability whatsoever, suspend or terminate the Customer’s or End User’s right to access and to use any portion of the SaaS Services, the Account, including the Cloud SaaS Software, any Customized Cloud SaaS Software, and all related services as provided for in Article 9 of the Terms and Conditions of Sale. In such cases, Neptronic shall not be liable for any damages or losses incurred by the Customer or End User. Furthermore, nothing herein shall limit Neptronic’s other rights or remedies, whether at law, in equity or under this SaaS Agreement.
7.11
Fees and Charges. If Neptronic suspends the right to access or use any portion of the Account or services relating thereto, the Customer will be responsible for all SaaS Fees and charges incurred during the period of suspension.
7.12
No Services Credits. The Customer will not be entitled to any service credits under this SaaS Agreement or any other service level agreement if one concluded by the Parties, for any period of interruption or suspension.
8. CUSTOMER RESPONSIBILITIES
8.1
Customer Responsibilities. The Customer and End Users may exercise SaaS Use Rights if the Customer binds the End Users to this SaaS Agreement prior to enabling access to the SaaS Services. In addition to any other express Customer responsibilities set forth elsewhere in this SaaS Agreement, the Customer shall:
(a)
explicitly notify End Users that their access to or use of the Cloud SaaS Software, including any Customized Cloud SaaS Software, and related services, is subject to, and governed by, the EULA, the Terms and Conditions of Sale, the Privacy Policy and this SaaS Agreement;
(b)
ensure that any End User who does not accept to comply with the agreements or policies referred to in Section 8.1(a) hereof, shall not be authorized to access or use the Cloud SaaS Software, including any Customized Cloud SaaS Software, or the SaaS Services;
(c)
comply with, and be solely responsible for, the End Users’ compliance with the EULA, the Terms and Conditions of Sale, the Privacy Policy, this SaaS Agreement and all applicable laws and regulations, in connection with the use of the SaaS Services;
(d)
use commercially reasonable efforts to prevent unauthorized access to or use of the SaaS Services, and notify Neptronic promptly of any such unauthorized access or use, including any breach of security or security incident related to the Customer’s Account;
(e)
be solely responsible for the use of the SaaS Services by the Customer and End Users, including ensuring use in accordance with the Terms and Conditions of Sale, the EULA, the Privacy Policy, this SaaS Agreement and applicable law, and
(f)
submit only complete and accurate information for the Customer’s Account and update it promptly if it changes.
8.2
Obligations and Liability Regarding End Users. The Customer shall be liable for any breach of the agreements and policies referred in Section 6.1(a) hereof. The Customer agrees to indemnify, defend, and hold harmless Nepronic against any damages, claims, or losses resulting from or arising out of violations or breaches of such agreements and policies by End Users.
8.3
Use of Account. The Customer and its End Users are solely responsible, waiving any claim against Neptronic in this regard, for the development, content, operation, maintenance, and the use of the Account.
8.4
Security and Backup. When applicable, the Customer and End User shall be solely responsible for properly configuring and maintaining the security of their Accounts and for the proper use of the Cloud SaaS Software, including any Customized Cloud SaaS Software. The Customer and End User will take appropriate action and measures to secure, protect and back up all Account data and content regularly and in a timely manner to ensure adequate security and protection, and hereby waives any claim against Neptronic in this regard.
9. FEES; PAYMENT TERMS
9.1
Saas Fees. The Customer shall pay the set-up and annual subscription fees for the SaaS Services as set forth in the Order Confirmation (collectively, the “SaaS Fees”), which SaaS Fees are due in full upon commencement of the Term and payable in accordance with Section 9.2 hereof. Neptronic may increase SaaS Fees no more than once annually after the first contract year of the Term, including any Renewal Term, by providing written notice to Customer at least thirty (30) calendar days before the commencement of that subsequent contract year or such Renewal Term, as the case may be. No additional notification shall be required.
9.2
SaaS Fees Invoicing and Payment. SaaS Fees will be invoiced in advance in accordance with the relevant Order Confirmation. SaaS Fees are quoted and payable in United States dollars. Payment obligations are non-cancellable, and SaaS Fees paid are non-refundable unless this SaaS Agreement is terminated for cause pursuant to Section 14.2 hereof. Unless otherwise stated in the Order Confirmation, SaaS Fees are due thirty (30) days from the invoice date.
9.3
Professional Services Fees. The Customer shall pay to Neptronic the fees and charges set forth in the Order Confirmation or the applicable Statement of Work for the Professional Services (the “Professional Services Fees”). Professional Services Fees are quoted and payable in United States dollars. Invoicing and payment obligations are as indicated on the applicable Order Confirmation or Statement of Work for the Professional Services.
9.4
Taxes. SaaS Fees and Professional Services Fees do not include taxes and Customer is responsible for all service, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, provincial or territorial governmental or regulatory authority on any amounts payable by Customer hereunder. All SaaS Fees and Professional Services Fees shall be paid free and clear of all tax deductions or withholdings, except for those required by law. In the event that the Customer makes a payment with a tax deduction or withholding, the SaaS Fees or the Professional Services Fees, as the case may be, shall be increased such that Neptronic receives the net amount as if there were no deductions or withholdings.
9.5
Billing Disputes. If the Customer believes that a billing error has occurred with respect to the SaaS Fees invoiced, the Customer must contact Neptronic no later than thirty (30) days after the closing date of the first billing statement in which the error or problem appeared in order to receive an adjustment or credit.
9.6
Late Payment. Except for invoiced payments that the Customer has successfully disputed, if the Customer fails to make any payment when due, then, in addition to all other remedies that may be available:
(a)
Neptronic may charge interest on the past due amount at the rate of two percent (2%) monthly;
(b)
the Customer shall reimburse Neptronic for all reasonable costs incurred by Neptronic in collecting any late payments and interest, including legal fees, court costs and collection agency fees; and
(c)
if such failure continues for thirty (30) days following written notice thereof, Neptronic may suspend performance of the SaaS Services until all past due amounts and interest thereon have been paid, without incurring any obligation or liability to the Customer or any other person by reason of such suspension. Neptronic may, also, without limiting its other rights and remedies, terminate the Agreement and the SaaS Services.
9.7
No Deductions or Set-Offs. All amounts payable to Neptronic under this SaaS Agreement shall be paid by the Customer to Neptronic in full without any set-off, recoupment, counterclaim, deduction, debit or withholding for any reason.
10. NEPTRONIC’S INTELLECTUAL PROPERTY RIGHTS
10.1
Ownership and No Transfer of Intellectual Property Rights. All Intellectual Property Rights in and to the Cloud SaaS Software, including any customizations, updates, upgrades, modifications, and improvements, and any deliverables created under Professional Services (“Deliverables”), remain the exclusive property of Neptronic. The Customer and End Users receive only a limited, revocable license to access and use the SaaS Services and, for Deliverables, a non-exclusive, non-transferable license for internal business purposes solely in connection with the SaaS Services. No ownership rights are transferred to the Client and End Users, whether, tacitly, expressly, implicitly, regardless of any use of terms such as “purchase” or “sale” in the Agreement or any Order Confirmation.
10.2
Reservation of Rights. The SaaS Services and Deliverables are licensed, not sold. Except for the limited rights expressly granted herein, Neptronic reserves all rights, title, and interest in and to the Cloud SaaS Software, the Customized Cloud SaaS Software, the SaaS Services, and Deliverables.
10.3
Protection of Intellectual Property Rights. The Customer and its Affiliates will not do anything, pose any act or take any action, nor allow any other third party to do so, that would violate or infringe in any way whatsoever, upon the Intellectual Property Rights. Should the Customer and their Affiliates learn that Intellectual Property Rights are being infringed by a third party, they will promptly advise Neptronic of such violation or infringement.
10.4
Suggestions. The Customer may choose to, or may be invited to submit, comments, suggestions, or ideas about the Services, including how to improve the Services ("Feedback"). The Customer agrees that Feedback submissions are voluntary, gratuitous, unsolicited, and without restriction and will not place Neptronic under any fiduciary or other obligation. Neptronic shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual right and license to use, copy, modify, publish, or redistribute Feedback and its contents for any purpose, including the right and license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other Feedback provided by the Customer and its End Users relating to the Services. The Customer waives all moral rights the Customer may have in the Feedback.
11. EVALUATION AND BETA ACCESS
11.1
Beta Software Use. If you are accessing or using the Cloud SaaS Software, including any Customized Cloud SaaS Software, or any related software service without directly paying for such service, you acknowledge and agree that you are using a beta version of our software. A beta version is a pre-release version that remains under development and testing. Software updates may occur more frequently than in a commercially released version.
11.2
No Liability for Beta Services of Beta Software. While Neptronic will use reasonable efforts to provide reliable software, you acknowledge and accept that technical issues, bugs, service disruptions, and potential data loss are more likely to occur with beta software than with fully released versions. Accordingly, Neptronic shall have no liability or responsibility for any service interruptions, malfunctions, bugs, errors, or loss of data. You further agree to implement and maintain appropriate alternative measures, safeguards, or backups to mitigate any such risks.
12. CUSTOMER DATA
12.1
Customer Data. The Customer is responsible for any Customer Data submitted or contributed to the Services by its End Users, including all aspects of such content—such as its legality, reliability, accuracy, and appropriateness—and for the use of such content by the Customer and its End Users.
12.2
Rights in Customer Data. The Customer will retain all right, title and interest in and to the Customer Data provided to Neptronic, as well as to the content of the Account. Neptronic shall maintain reasonable administrative, physical, and technical safeguards to protect the security, confidentiality and integrity of the Customer Data and its processing, as more fully set forth in the Privacy Policy, which can be accessed on Neptronic Website.
12.3
Grant of Right to Use the Customer Data. Notwithstanding Section 12.2 hereof, the Customer hereby grants to Neptronic and its Affiliates a non-exclusive, perpetual, sublicensable, irrevocable and worldwide, royalty-free right and license to receive, host, store, analyze, process, enhance, copy, transmit, modify, create derivative works of, maintain, display or otherwise use the Customer Data for the purposes of providing the Services in accordance with these SaaS General Terms and Conditions, as well as for various product performance analyses, and to develop, maintain, protect, and improve the Cloud SaaS Software, including any Customized Cloud SaaS Software, and related services.
12.4
Aggregated Data. The Customer acknowledges and agrees that Neptronic monitors the Customer’s and its End Users’ use of the Services and collects, logs, and aggregates usage statistics and data as part of the normal operation of the Services (“Aggregated Data”). Neptronic may use Aggregated Data for any business purpose during or after the Term, including but not limited to (i) improving the Services, (ii) generating and sharing aggregated insights from the usage statistics or data, or (iii) comparing usage and adoption rates of the Customer’s and other organizations, provided that the Aggregated Data is anonymized or de-identified. For the avoidance of doubt, Customer Data does not include Aggregated Data, and Neptronic shall not disclose or provide Customer Data or the identities of the Customer or End Users to third parties, except as permitted under this SaaS Agreement or the Privacy Policy. Neptronic shall own all right, title and interest in and to Aggregated Data, the usage statistics and usage data including without limitation all Intellectual Property Rights therein.
12.5
Storage of Customer Data. Neptronic will store a backup of Customer Data up to 48 hours on a rolling daily basis. Customer may request up to four backups per year. Neptronic will keep the latest backup for sixty (60) daysfollowing Servicestermination after which the backup will be deleted. Neptronic expressly disclaims all other obligations with respect to storage and/or return of Customer Data post termination.
13. DATA PRIVACY AND SECURITY
13.1
Role and Compliance. The Parties acknowledge and agree that, in connection with the performance of the SaaS Agreement, Neptronic may, in its capacity as data processor, collect and process data about the Customer and its End Users that is recognized under applicable Data Privacy Laws as “personal data” or equivalent terms, including data subjects, IP address, location, facility, device or equipment usage data (“Personal Data”). It is understood that the Customer is solely responsible for the control and knowledge of, in particular, the origin of the Personal Data processed during the performance of the Agreement. The Customer therefore guarantees that it will comply with all its obligations as the data controller or, where applicable, the data processor under the applicable Data Privacy Laws. Where the Customer provides Personal Data to Neptronic for the performance of the Services, that Customer warrants that it has the legal right to do so, including obtaining any necessary consents and providing appropriate notice to individuals whose Personal Data is being shared, where required.
13.2
Processing of Personal Data: Breach Notification. In cases where Neptronic processes Personal Data in relation to provisions of the Services, it will do so solely in accordance with this SaaS Agreement and its Privacy Policy. Neptronic shall have no liability arising from processing of Personal Data in compliance with the SaaS Agreement and its Privacy Policy. Neptronic will not retain Personal Data longer than necessary for the purposes of processing, except as required by applicable law. Neptronic will notify the Customer without undue delay after becoming aware of a confirmed Personal Data breach, providing information reasonably required for Customer to meet its legal obligations under applicable Data Privacy Laws.
13.3
Customer Indemnity. The Customer agrees, at its cost and expense, to defend, indemnify and hold harmless Neptronic, its Affiliates, subcontractors and licensors from all and against all claims, losses, awards, damages (including attorney’s fees), and liabilities arising out of (i) Customer’s failure to comply with its obligations under applicable Data Privacy Laws, including obtaining consents and providing notice to the extent permitted by law and (ii) claims by third parties related to Neptronic’s possession, processing or use of Personal Data in accordance with this SaaS Agreement and its Privacy Policy, the whole to the extent permitted by applicable laws.
13.4
Security. Neptronic employs reasonable technical and organizational measures designed to prevent unauthorized access, use, alteration or disclosure of Personal Data. However, Neptronic makes no representations nor warranties that such measures will prevent breaches, data loss, or privacy violations. As the Services are to be provided over the Internet, Neptronic will have no responsibility for errors in transmission, data breaches, unauthorized third-party access,service interruptions caused by a failure of third- party communication technologies, or any other causes beyond Neptronic’s control. The Customer acknowledges the inherent risks associated with electronic data transmission and storage.
14. TERM; TERMINATION
14.1
Term of Agreement. Unless terminated earlier as provided herein, the subscription to the SaaS Services begins on the Effective Date and continues for the period stated in the Order Confirmation (the “Initial Term”). After the Initial Term, this Agreement automatically renews for successive one-year periods (each a “Renewal Term”) on the anniversary of the Effective Date, unless the Customer terminates it at its discretion by providing written notice of termination, with proof of delivery, to the Neptronic representative identified in the Order Confirmation at least sixty (60) days before the end of the Initial Term or any Renewal Term. The Initial Term and all Renewal Terms together constitute the “Term” of this Agreement.
14.2
Termination for Cause. In addition to any other express termination right set forth elsewhere herein, the Agreement may be terminated as follows;
(a)
by Neptronic, upon written notice with proof of delivery to the Customer, if: (i) the Customer fails to pay any amount due and such failure continues for more than thirty (30) days after receipt of said written notice; (ii) the Customer breaches any of its obligations under Section 6.2 (License Restrictions), Article 8 (Customer Responsibilities), or Article 16 (Confidentiality); or (iii) Neptronic discontinues the SaaS Services.
(b)
by either Party, upon written notice with proof of delivery to the other Party, if the other Party materially breaches the Agreement and such breach: (i) is incapable of being cured; or (ii) is capable of being cured but remains uncured thirty (30) days after receipt of written notice specifying the breach.
(c)
by either Party, effective immediately upon written notice with proof of delivery, if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.
14.3
Effects of Termination; Refund or Payment upon Termination. Upon termination for cause by the Customer, or by Neptronic due to discontinuance of the SaaS Services, Neptronic shall refund the Customer any prepaid fees covering the unused portion of the Term. Upon any termination for cause by Neptronic under Sections 14.2(a)(i) and 14.2(a)(ii), the Customer shall pay all unpaid fees for the remainder of the Term after the effective date of termination. No termination shall relieve the Customer of its obligation to pay to Neptronic fees accrued prior to the effective date of termination.
14.4
Surviving Provisions. Section 6.1 (General Restrictions), Article 9 (Fees; Payment Terms), Article 10 (Neptronic’s Intellectual Property Rights), Section 12.2 (Rights in Customer Data), Section 12.5 (Storage of Customer Data), Article 14 (Term; Termination), Article 15 (Fail-Safe Systems, Disclaimers, Limitation of Liability and Indemnification) and Article 16 (Confidentiality) hereof shall survive any termination or expiration of the Agreement.
14.5
Renunciation. In the event of any conflict or inconsistency between the provisions of this SaaS Agreement and articles 2125 or 2129 of the Civil Code of Québec, the provisions of this SaaS Agreement shall prevail to the fullest extent permitted by law.
15. FAIL-SAFE SYSTEM, DISCLAIMERS, LIMITATION OF LIABILITY AND INDEMNIFICATION
15.1
Incorporation by Reference. The Customer acknowledges and agrees that the provisions relating to fail-safe systems, disclaimers, limitation of liability and indemnification contained in Article 10 of the Terms and Conditions of Sale apply in full to the Cloud SaaS Software and any Customized Cloud SaaS Software provided under this SaaS Agreement. The Terms and Conditions of Sale are incorporated herein by reference and form an integral part of this SaaS Agreement. The Customer is directed to review the full text of Article 10 - Fail-Safe Systems, Disclaimers, Limitation of Liability and Indemnification of the Terms and Conditions of Sale available on the Neptronic Website at https://neptronic.com/sales-conditions, as such provisions are binding upon the Customer and form part of this SaaS Agreement.
15.2
Waiver. The Customer hereby acknowledges and agrees that any liability of Neptronic and its Affiliates arising out of or relating to this SaaS Agreement shall be strictly limited to the matters and to the extent contemplated herein. For greater certainty, the Customer hereby expressly waives any rights to indemnification to which the Customer might otherwise be entitled pursuant to article 2129 of the Civil Code of Québec or any other similar provisions, to the extent that such rights are inconsistent with or exceed the rights granted to the Customer under Article 10 of the Terms and Conditions of Sale.
15.3
Acknowledgment of Risk Allocation. The Parties acknowledge that the limitation of liability contained in the Article 10 of the Terms and Conditions of Sale reflects the allocation of risks and the economic balance intended by the Parties, and that this SaaS Agreement would not have been entered into under these terms without such limitation. The Parties hereby confirm that each of Article 10 of the Terms and Conditions of Sale and the present Article 15 shall survive the termination, expiration, or nullity of this Agreement.
16. CONFIDENTIALITY
16.1
Confidential Information. Each Party (as “Receiving Party”) agrees that all code, inventions, knowhow, business, technical, financial information, technical or non-technical data, formulas, patterns, compilations, prototypes, models, sample products, equipment, patent applications, concepts, ideas, programs, software, devices, methods, techniques, drawings, designs, functional specifications, processes, financial data, financial plans, product or service plans or lists of actual or potential customers or suppliers it obtains from the disclosing party (“Disclosing Party”) constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any Neptronic technology, performance information relating to the Services, application platform source code, the terms and conditions contained in the Order Confirmation such as SaaS Fees, Professional Services Fees and payment terms, and any future or contemplated Neptronic services or products will be deemed Confidential Information of Neptronic without any marking or further designation. In the case of the Customer, Confidential Information includes all Customer Data, Personal Data and any information relating to the Customer’s End Users.
16.2
Use of Confidential Information. Except as expressly authorized herein, the Receiving Party will (i) hold in confidence and not disclose any Confidential Information to third parties and (ii) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under the Agreement. The Receiving Party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know, provided that such representatives are bound to confidentiality obligations no less protective of the Disclosing Party than as stipulated herein, and that the Receiving Party remains responsible for compliance by any such representative with the terms of this Section 16.2.
16.3
The Receiving Party’s confidentiality obligations will not apply to information that the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) isindependently developed by employees ofthe Receiving Party who had no access to such information. The Receiving Party may make disclosures to the extent required by law or court order, provided the Receiving Party notifies the Disclosing Party in advance and cooperates in any effort to obtain confidential treatment.
16.4
The Receiving Party acknowledges that any use or disclosure of Confidential Information, including disclosure of any Confidential Information in violation with this Agreement, would cause substantial harm or loss to the Disclosing Party for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party, the Disclosing Party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law
17. DECLARATION OF THE PARTIES
17.1
Declaration of the Parties. The Parties hereto acknowledge and agree that this SaaS Agreement does not constitute a contract of adhesion within the meaning of the Charter of the French language (Québec) and the Civil Code of Québec. For greater certainty, it is understood that the essential stipulations contained herein have not been imposed or drawn up by either one of the Parties, on their behalf or upon their instructions, that the Parties have had the opportunity to review and negotiate said essential stipulations and to seek the assistance of legal counsel in that regard, and that the Parties have duly negotiated said essential stipulations prior to the execution of this Agreement.
17.2
Neptronic Agreements Incorporated by Reference. The Customer acknowledges and agrees that this SaaS Agreement explicitly incorporates by reference the following agreements, published on the Neptronic Website (collectively, the “Neptronic Agreements”), as amended or updated by Neptronic from time to time, which form part of the Agreement, and which govern the purchase of the Services by the Customer:
(a)
the Terms and Conditions of Sale for Neptronic Software,Cloud SaaS Software and Hardware Products (https://neptronic.com/sales-conditions);
(b)
the End-User License Agreement (“EULA”) (https://neptronic.com/sales-conditions); and
(c)
17.3
Neptronic Agreements Accessibility and Updates.The Neptronic Agreements can be viewed and downloaded from Neptronic’s official website at https://neptronic.com, as amended or updated by Neptronic from time to time, and are provided to the Customer upon first request in accordance with article 1435 of the Civil Code of Québec. Neptronic recommends that the Customer review the Neptronic Agreements through this permanently accessible online platform before accepting the terms and conditions outlined herein. By entering into this SaaS Agreement and continuing to use the Services, the Customer explicitly agrees and confirms that such actions constitute acceptance of the Neptronic Agreements.
18. GENERAL PROVISIONS
18.1
Entire Agreement. This SaaS Agreement, together with any other documents incorporated herein by reference, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.
18.2
Order of Precedence. In the event of any conflict or inconsistency between the provisions of this SaaS Agreement, the Customized SaaS Agreement (if any), the Order Confirmation, the End User License Agreement (EULA), the Terms and Conditions of Sale and any other agreement or policy incorporated by reference herein, such conflict or inconsistency shall be resolved in the following order of precedence:
(a)
The Customized SaaS Agreement;
(b)
This SaaS Agreement, the applicable Order Confirmation, and the EULA;
(c)
The Terms and Conditions of Sale; and
(d)
Any other agreement or policy incorporated by reference herein.
The Customer expressly agrees to this order of precedence and acknowledges that conflicting provisions will be resolved accordingly.
18.3
Modifications and Updates. The Customer acknowledges and agrees that Neptronic may from time to time update this SaaS Agreement in accordance with its product and services updates. In the event of any change, your continued use of the Services after being notified of a change to this SaaS Agreement shall constitute your acceptance and agreement to the modified SaaS Agreement. The SaaS Agreement applies to any updates to the Services as well as any applications (if any) used to access the Services that Neptronic may, in its sole discretion, provide or make available to Customer ("Update"). From time to time, Neptronic may, without additional notification, automatically “push” or deliver an over-the-air Update to Customer’s and/orEndUsers’mobile phone, tablet, laptop, desktop, or another computing device via a cellular or internet connection (“Automatic Update”). You acknowledge and agree that Automatic Updates may occur at Neptronic’s sole discretion, that your continued use of the Services may be conditioned upon your acceptance of Automatic Updates, and that you consent to Automatic Updates by acceptance of this SaaS Agreement.If Neptronic provides additional SaaS terms along with an Update, those terms will apply to the Update. If Neptronic provides you an Update, Neptronic may, at its sole discretion, require you to use the Update version and cease use of earlier versions. Neptronic reserves the right to update, modify or discontinue any product or service made available to you through use of the Services.
18.4
Waiver. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this SaaS Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this SaaS Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
18.5
Relationship of the Parties. The Parties are independent contractors. Nothing contained in this SaaS Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other party in any manner whatsoever.
18.6
Governing Law and Forum Selection. This SaaS Agreement and all matters arising out of or relating to this SaaS Agreement are governed by and construed in accordance with the laws of the Province of Quebec and the federal laws of Canada applicable therein. Any action arising out of or related to this SaaS Agreement or the licenses granted hereunder shall be instituted exclusively in the courts of the Province of Quebec, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such action. The Parties irrevocably and unconditionally waive any objection to the venue of any action or proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum
18.7
Dispute Resolution. Customer satisfaction is an important objective to Neptronic in performing its obligations under the Agreement. Except with respect to Intellectual Property Rights, if a dispute arises between the Parties relating to the interpretation or performance of this SaaS Agreement or the grounds for the termination thereof, the Parties agree to hold a meeting within fifteen (15) days of a written request by either Party, attended by individuals with decision-making authority, regarding the dispute, to attempt in good faith to negotiate a resolution of the dispute prior to pursuing other available remedies. If, within fifteen (15) days after such meeting, the Parties have not succeeded in resolving the dispute, either Party may protect its interests by any lawful means available to it.
18.8
Assignment. The Customer shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance under this SaaS Agreement, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without Neptronic’s prior written consent, which consent Neptronic shall not unreasonably withhold or delay. For purposes of the preceding sentence, and without limiting its generality, any amalgamation, arrangement or reorganization involving Customer will be deemed to be a transfer of rights, obligations or performance under this SaaS Agreement for which Neptronic’s prior written consent is required. No delegation or other transfer will relieve Customer of any of its obligations or performance under this SaaS Agreement. Any purported assignment, delegation or transfer in violation of this Section 18.8 is void. This SaaS Agreement is binding upon and enure to the benefit of the Parties hereto and their respective permitted successors and assigns.
18.9
Severability. If any term or provision of this SaaS Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this SaaS Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
18.10
Expenses. Unless otherwise expressly provided herein, all expenses incurred by either Party in connection with the formation or implementation of this SaaS Agreement shall be the sole responsibility of that Party and neither Party shall have any claim for such expenses against the other.
18.11
Notices. All notices, requests, consents, claims, demands, waivers and other communications under this SaaS Agreement shall be in writing, shall be sent by a Party to the other Party at its address and to its representative as identified in the Order Confirmation and shall be deemed to have been given (a) when delivered by hand with written confirmation of receipt; (b) when received by the addressee if sent by a nationally recognized overnight courier; or (c) on the date sent by facsimile or email, in either case, with confirmation of transmission.
18.12
Force Majeure. Neither Party will be liable to the other for any delay or failure to perform any obligation under this SaaS Agreement (except for a failure to pay the SaaS Fees or the Professional Services Fees) if the delay or failure is due to a Force Majeure that occurs after the entering into of this Agreement.
18.13
Further Assurances. Each Party shall, upon the reasonable request of the other Party, execute such documents and perform such acts as may be necessary to give full effect to the terms of this SaaS Agreemen.
18.14
Headings. The headings in this SaaS Agreement is for reference only and shall not affect the interpretation of this SaaS Agreement.
18.15
Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Article 13 (Data Privacy and Security) or Article 16 (Confidentiality) or, in the case of the Customer, Article 3 (Grant of Access (SaaS Use Rights)), Section 6.2 (License Restrictions) or section 6.3 (No Resale), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the non-breaching Party will be entitled to seek equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.
18.16
Choice of Language. The Parties hereby acknowledge that this SaaS Agreement and all documents referenced herein and related documents have been drawn up in both French and English and that the French version thereof has been made available to and received by the Customer prior to the entering into of this Agreement. The Parties have expressly requested and it is their wish that this SaaS Agreement be executed in the English language. / Les Parties reconnaissent que le présent Contrat SaaS et tous les documents auxquels il est fait référence ainsi que tous les documents connexes ont été rédigés en français et en anglais et que la version française a été mise à la disposition du Client et reçue par lui avant la conclusion du présent Contrat SaaS. Les Parties ont expressément demandé et souhaitent que le présent Contrat SaaS soit exécuté en langue anglaise.
18.17
Controlling Version. In the event of any discrepancy or inconsistency between the French and English versions of this SaaS Agreement, the French version shall prevail, unless otherwise required by law. En cas de divergence ou d'incohérence entre les versions française et anglaise du présent Contrat SaaS, la version française prévaudra, sauf disposition légale contraire.

(Effective as of October 16, 2025)
The above SaaS Agreement is in force as of the above-mentioned date and are subject to change at any time without notice. Each time you use this Neptronic Website, you should check the date of this SaaS Agreement and any transaction concluded between you and Neptronic shall be governed by the terms of this SaaS Agreement then in force.
➤
Louis Banner

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