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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 apply to all purchases of Products 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 and Hardware Products 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 and agrees to be bound by the terms hereof as of the moment the Customer submits a request for quotation, a Purchase Order or 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 shall have the meanings defined herein below.
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 together with any other agreement, document, addendum or schedule forming an integral part hereof.
“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).
“Confidential Information” means the Intellectual Property and trade secrets and any other information of proprietary or confidential nature, which belongs to Neptronic.
“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, (h) licenses and sublicenses and (h) know-how, and any related applications and/or registrations thereof in any jurisdiction.
“Neptronic” means 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, 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 product or products designed, developed and distributed by Neptronic relating to the HVAC industry, and any other product that may be made available for sale by Neptronic in the future.
“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” 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, or (vi) accepting or paying for the Product.
1.4
In the event of a conflict between any provision contained in these Terms and Conditions, the Purchase Order, Order Confirmation or any other document, the provisions of these Terms and Conditions 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
Once a purchase order has been initiated in accordance with Section 1.3, it shall not be cancellable and shall be binding on the Customer unless it is refused by Neptronic in writing.
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 third-party 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, custom 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 Webiste 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 Product (s) 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’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 will Neptronic 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 Section 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 third-party 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 EXPRESSLY UNDERSTANDS AND AGREES 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 WHERE OTHERWISE INDICATED HEREIN), WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO 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 SERVICE RELATING THERETO WILL (i) MEET THE CUSTOMER’S REQUIREMENTS, (ii) CUSTOMER’S USE OF THE PRODUCT OR ASSOCIATED SERVICE, OR (iii) WILL BE ERROR-FREE, TIMELY, UNINTERRUPTED AND SECURE.
10.3
Limited Liability. THE CUSTOMER EXPRESSLY UNDERSTANDS AND AGREES 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 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 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 PRECEEDING AN OCCURRENCE GIVING RISE TO SUCH LIABILITY UNLESS THE APPLICABLE LAW PROVIDES OTHERWISE.
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 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 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
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 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 posted on the Neptronic Website(s), the provisions set forth in the French version will prevail.

(In force as of October 15, 2024)
The present Terms and Conditions are in force as of the above-mentioned date and are subject to change at any time without notice. Each time you use any of the Neptronic Websites, you should check the date of this Agreement and any transaction concluded between you and Neptronic shall be governed by the terms of this Agreement 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 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 product you wish to purchase.
The Customer hereby acknowledges having read and understood these Terms and Conditions and agrees to be bound by the terms hereof as of the moment the Customer submits a request for quotation or a 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 the Terms and Conditions 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.
“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.
“Confidential Information” means the Intellectual Property and trade secrets and any other information of proprietary or confidential nature, which belongs to Neptronic.
“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 in the Edge controller family of Products 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, (h) licenses and sublicenses and (h) know-how, and any related applications and/or registrations thereof in any jurisdiction.
“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, 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 the Customer Data 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 an agreement between Neptronic and the Customer setting out terms and conditions regarding the use of the Cloud SaaS Software and related SaaS services.
“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” 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, the Purchase Order, Order Confirmation or any other document, the provisions of these Terms and Conditions 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. CUSTOMER 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 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
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, custom 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 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.
4.6
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:
- 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 Product(s) 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.
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 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 date 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 will Neptronic 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
Return of Product(s) shall be subject to the following conditions.
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 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
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 purchases such service. 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 1.1 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, non-exclusive, 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 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 USER EXPRESSLY UNDERSTANDS AND AGREES 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 WHERE OTHERWISE INDICATED HEREIN), WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO 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 SERVICE RELATING THERETO WILL (i) MEET THE CUSTOMER’S REQUIREMENTS, (ii) CUSTOMER’S USE OF THE PRODUCT OR ASSOCIATED SERVICE, OR (iii) WILL BE ERROR-FREE, TIMELY, UNINTERRUPTED AND SECURE.
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.
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 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.
10.4
Limitation of Remedies. IN NO EVENT SHALL NEPTRONIC’S OR ITS ASSOCIATES 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 TWLEVE (12) MONTH PERIOD PRECEEDING AN OCCURRENCE SET FORTH IN THE SECOND PARAGRAPH OF SECTION 11.2 HEREOF UNLESS THE APPLICABLE LAW PROVIDES OTHERWISE.
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 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 their 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 learn that and of such Intellectual Property Rights are being infringed by a third party, they will promptly advise Neptronic of such violation or infringement.
12. CONFIDENTIAL INFORMATION
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 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 posted on the Neptronic Website(s), the provisions set forth in the French version will prevail.

(In force as of October 15, 2024)
The above Terms and Conditions are in force as of the above-mentioned date and are subject to change at any time without notice. Each time you use this website, you should check the date of this Agreement and any transaction concluded between you and Neptronic shall be governed by the terms of this Agreement then in force.
END USER LICENSE AGREEMENT
END USER LICENSE AGREEMENT
This End User License Agreement is hereby entered into between Neptronic, as licensor and you as the End User. This EULA together with the Terms and Conditions govern the use by the End User of: (a) the Licensed Software (b) all printed or online documentation for the License Software and (c) all backup copies authorized and made in compliance with the terms of this EULA. 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.
“Confidential Information” means the Intellectual Property and trade secrets and other information of 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 own 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 their own internal use and not for reselling or sublicensing.
“End User License Agreement” or “EULA” means any person, company, firm, enterprise or other entity, as licensee, authorized to use the Licensed Software for their own internal use and not for reselling or sublicensing.
“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” shall mean the Software licensed under the terms of this Agreement.
“Neptronic” means 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 including SaaS (as defined in the Terms and Conditions) 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 other software that may be designed, developed and 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” 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, nontransferable, nonexclusive 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 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).
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.
2. License Conditions
2.1
The End User must fulfill, perform and observe the following:
a) use the Licensed Software strictly in accordance with this Agreement;
b) run the Licensed Software only on the hardware 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 7 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 your data created, stored or preserved in connection with the use of the Licensed Software;
g) comply with all laws and regulations applicable to your use of the Licensed Software including, without limitation, data privacy,
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 the Permitted Third Parties, to do 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 your servers, networking, storage, integrated solutions, and/or data protection appliances, etc. unless Neptronic expressly agrees to that effect;
e) install and 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 (e.g., by lien, security interest, etc.) the Licensed Software;
h) use any trademarks, service marks or logos of Neptronic and its Affiliates or suppliers;
i) provide access to the Licensed Software or allow use by any third party, other than the Permitted Third Parties, without Neptronic's prior express 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. Neptronic is not 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 is not 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; (ii) Neptronic is not responsible or liable for the integrity, availability, or quality of data provided by third-party systems or software; (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 10 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. 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. Licensed Software except as expressly provided 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.
7. 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.
8. 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 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.
9. LIMITATION OF LIABILITY
NEPTRONIC AND ITS AFFILIATES, DIRECTORS, SHAREHOLDERS, OFFICERS, EMPLOYEES LICENSORS OR OTHER DULY AUTHORIZED AGENTS SHALL NOT BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, STATUTORY OR PUNITIVE DAMAGES OR PENALTIES, FOR LOSS OF PROFITS, REVENUES, GOODWILL, LOST BUSINESS, LOSS OF USE, PERSONAL INJURY, LOST OR CORRUPTED DATA, UNAUTHORIZED ACCESS TO, OR USE, MISUSE, OR MISAPPROPRIATION OF DATA BY A THIRD PARTY OR ANY OTHER SECURITY BREACH, BUSINESS INTERRUPTION WHATSOEVER REGARDLESS WHETHER OR NOT RELATING TO BREACH, INDEMNITY, WARRANTY, OPERATION OF LAW, DAMAGES OR OTHERWISE, EVEN IF NEPTRONIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.
NOTWITHSTANDING ANY PROVISION TO THE CONTRARY, IT IS UNDERSTOOD AND AGREED THAT NEPTRONIC'S TOTAL CUMULATIVE AND AGGREGATE LIABILITY IN CONNECTION WITH THIS AGREEMENT OR THE LICENSED SOFTWARE TO YOU WILL BE LIMITED TO DIRECT DAMAGES IN AN AMOUNT EQUAL TO THE LESSER OF THE FOLLOWNG AMOUNTS: (a) THE TOTAL AMOUNTS PAID TO NEPTRONIC FOR THE LICENSED SOFTWARE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT OR OCCURRENCE THAT GAVE RISE TO THE CLAIM FOR DAMAGES OR LOSSES OR (b) THE AMOUNT PRESCRIBED BY APPLICABLE LAW. ANY SUCH CLAIMS WILL BE ON AN AGGREGATED BASIS AND MULTIPLE CLAIMS WILL NOT AFFECT THE ABOVE-MENTIONED LIMIT. THE LIMITATIONS IN THIS ARTICLE 9 APPLY TO ALL CLAIMS AND CAUSES OF ACTION ARISING OUT OF OR IN RELATION TO THIS AGREEMENT REGARDLESS OF FORM.
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.
10. 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. 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.
11. Additional Terms
11.1
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.
11.2
Entire Agreement. You acknowledge having read and understood this EULA as well as the Terms and Conditions, 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 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 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.
11.3
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.
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
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