General Terms & Conditions

1. Scope and Acceptance

   1. Scope. These GTC apply to the provision by Urbio and the use by the Client of the digital solutions that allow Authorized Users (as defined below) to access certain features and functions through a web interface (the Solutions) and of the related services (together with the provision of the Solutions, the Services), with the functionalities, modules and limitations specified at the time of account creation, trial activation, or purchase of a licence.

   2. Acceptance. By creating an account (including for a free or “freemium” plan), starting a free trial, purchasing a licence online, or logging in for the use of the Solutions, the Client expressly agrees to be bound by these GTC. Any reference to an “Order Form” in these GTC shall also be understood to include any online purchase or subscription process completed via our website, unless explicitly stated otherwise.

2. Purpose of the Service

   1. The Solutions enable the Client to explore different ways to develop urban energy systems. The Service shall be used to gain insight for the benefit of the Client on a territory designated by the Client.

3. Right to Access and Use

   1. Solutions and Content. Subject to the Client’s compliance with all terms and conditions of these GTC, in particular, subject to its payment of the applicable Fees in accordance with Section 10 and the proper use limitation specified in Section 6.2, we grant to Client, during the Term, a revocable, non-exclusive and non-transferable right to access and use the Solutions and the content we make available through our Services (the Content and together with the Solutions, the Licensed Products), without the right to grant sublicences, strictly in accordance with these GTC and the documentation provided by us, on its own behalf and for its own internal business purposes only. 

   2. Client Generated Content. In addition, the Client is authorized without limitation in time, during or after the Term, to make the reports, results and other Content generated by the Client through the use of the Services (the Client Generated Content) available to its own customers in connection with its regular business operations, and where the Client is a governmental body or working for the direct benefit of a governmental body, to publicly display the Client Generated Content (in the form of maps) as reasonably necessary to exercise its official authority or fulfil its legal obligations, including to solicit public comment on information contained in Client Generated Content. 

   3. Authorized Users. Always subject to the limits of the Order Form, Client shall use the Licensed Products through its own employees, agents and/or other duly authorized users (the Authorized Users), and shall take appropriate steps to ensure compliance with the Agreement by such Authorized Users. The Client is bound by the actions of its Authorized Users on the Solutions. 

   4. Metrics. The use of the Licensed Products may be subject to specific restrictions (e.g. limited number of Authorized Users, project size, or scenario calculated, limited geographic scope, or other limitations), as specified in the Order Form or the documentation provided by us. The Client must use the Licensed Products strictly in accordance with such restrictions. 

   5. Trial License. We may make the Licensed Products available for a limited period of time and with limited functionalities, exclusively for the purpose of evaluating the Solutions in view of acquiring a paid licence (the Trial License). The Trial License starts upon account creation and shall automatically end at the end of the specified trial period, unless upgraded to a paid plan.

   6. Freemium License. We may offer a free or “freemium” version of the Solutions with limited functionalities, modules, or usage quotas (the Freemium Licence). The Freemium Licence starts upon account creation and remains valid until terminated by either party in accordance with Section 14. We reserve the right to modify, limit, or discontinue the Freemium Licence at any time, with or without notice. 
      The Freemium License is a limited-scope license, subject to the specific usage and feature limitations detailed in our online documentation and within the Solutions' user interface. Any use of our Solutions that exceeds these limitations is strictly prohibited.
      Upon acquiring a paid license, the terms of that paid license will apply to the specific use case, modules, or territory covered by the paid license, and the Freemium License terms will continue to apply to any portion of the Client's use that remains under the Freemium license.

   7. SaaS Offering. The Solutions are provided as a SaaS offering (Software as a Service); therefore, we shall only grant to Client a right to access and use the Solutions and shall not deliver any copy of the Solutions.

   8. Changes. We may implement modifications to the Solutions or Content which may include modifications to the layout or functionalities of the Solutions as we determine, and we will have the unfettered right to remove any Content from the Solutions or change their functionalities at our sole discretion.

4. Credentials

   1. User Credentials. If we issue user credentials on a named user basis, such user credentials shall be used exclusively by the individual Authorized Users for which they have been issued, on behalf and for the benefit of Client. User accounts may not be shared

   2. Confidentiality. Client shall be fully responsible for the confidentiality of any user credentials issued to it and immediately inform us of any loss or unauthorized disclosure of such user credentials. We may charge an appropriate fee for the replacement of any user credentials. Client shall further immediately notify us if any named user for whom we have issued user credentials quits Client’s organization.

5. Maintenance, availability and Other Services

   1. Maintenance Services. As part of the provision of the Licensed Products, we will continuously seek to identify and attempt to resolve problems which may negatively affect the proper functioning and availability of the Licensed Products (the Maintenance Services). Such Maintenance Services comprises repairs (rectification of faults and errors to restore functionality) and servicing (maintenance to maintain functionality). As part of the Maintenance Services, we use reasonable endeavours to maintain the availability of the Licensed Products, but do not guarantee their full availability.
      Although we will continuously improve the Licensed Products, the Client is not entitled to claim under the Maintenance Services any further development, adaptation or improvement of the Licensed Products,  as well as additional Services  (as described in Section 5.2). We welcome feedback and undertake to take into consideration the evolution requests formulated by the Client, but do not commit to the realization of these requests. 

   2. Additional Services. We may agree to provide additional Services for the Licensed Products (such as support, customization, development and/or consulting services), if and as specified in an Order Form.

   3. Diligence. We will provide the Services to the best of our ability using all reasonable skill and care in accordance with standard professional practice. We are bound by an obligation of means (and not to deliver a specific result). 

6. Client’s Obligations

   1. Payment of Fees. The Client shall pay the Fees as indicated at the time of online purchase, in the applicable pricing schedules provided on our website, or by any other means communicated by us (the Fees), in accordance with the payment terms set forth in Section 10.

   2. Proper Use. The Client shall – and shall cause its Authorized Users to – at all times comply with all laws and regulations applicable to the use of the Services, as well as the conditions and limitation of any license or other right granted, as set out in the Agreement or as otherwise specified in writing by us. In particular, the Client or the Authorized Users shall not, without our prior consent, and either during or after the Term: 

      1. use the Services for any illegal purposes;

      2. use the Services on behalf or for the benefit of any third-parties;

      3. attempt to copy, modify, create derivative works from, republish, transmit, distribute, or otherwise make available or disclose to any third party (other than its Authorized Users) all or any portion of the Services, the Content, the Solutions, or of their infrastructure, except for its Client Generated Content as specified in Section 3.2; 

      4. make any alteration to the Services, or insert any malicious software into the Solutions or their infrastructure; 

      5. access the Solutions' code, attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Solutions or their infrastructure; and

      6. access or use any part of the Services for the purpose of building a competitive product or service or copying their features or user interface; 

   3. Client's infrastructure. The Client shall procure and maintain at its costs an infrastructure that complies with the minimum requirements for the use of the Solutions, as updated from time to time in the Solutions' documentation.

   4. Licenses and Authorization. The Client shall maintain all permits and licenses that are required for the use of the Services.

   5. Verifications. The Licensed Products may contain tools allowing us to verify the Client’s compliance with these GTC and we shall have the right to temporarily or permanently suspend the access to the Services and Solutions and/or deactivate any user credentials issued for the use thereof in case of non compliance with these GTC.

   6. Client Default. In case of default by Client to comply with its obligations set forth in these GTC or in the Order Form, we shall be excused from the performance of our obligations under the Agreement and assume no liability in relation therewith (without prejudice to our other rights under this Agreement). 

7. Client Data 

   1. Ownership. The Client and its Authorized Users may provide documents, information and other data through their use of the Services, such as spatial data and energy prices (Client Data). As between the Parties, Client Data is and shall remain the sole and exclusive property of the Client and nothing herein shall be construed or interpreted as a transfer of ownership in any Client Data to us. 

   2. Use of Client Data. The Client grants us a non-exclusive worldwide, royalty-free, irrevocable, license to use the Client Data for the sole and exclusive purpose of providing or improving our services and solutions, including a license to use, process, anonymize, modify, create derivate work of the Client Data, as well as to train algorithms using Client Data, only to the extent necessary for the above purposes. For the avoidance of doubt, we will not sell or otherwise commercialize the Client Data

   3. Warranty. Client warrants that (i) it has valid grounds and, if required, it has obtained all authorizations and consents for the processing of any Client Data within the frame of these GTC and (ii) Client Data do not infringe on any law or regulation, these GTC, or any third party rights. We may remove any Client Data which we consider infringes this warranty.

   4. Deletion and Return of Client Data. Upon termination of the Agreement, we will, within reasonable time following a written request by the Client, provide the Client with a final extract of the Client Data and permanently delete or anonymize any copies of such Client Data still under our control. In any case, we will be allowed to permanently delete or anonymize Client Data 60 days after termination or non-renewal of the Agreement.

8. Our Intellectual Property

   1. We and our licensors own the copyright and all intellectual property rights in and to the Solutions, the Services and the Content (including Client Generated Content), except only for Client Data. All such rights are reserved for us. All our trademarks, service marks, trade names, logos, domain names, and any other features of our brand are the sole property of us or our licensors. The GTC do not grant you any rights to use any such brand features whether for commercial or non-commercial use.

   2. We will own all rights and titles in, and may freely use for any purpose (including without limitation for data mining, benchmarking and analytics purposes, or for developing and marketing new services), any data or information collected or obtained from cookies or other tracking and analytics technology present on the Solutions (including any tracking data related to user traffic), or relating to the Client's and its Authorized Users' access to and use of the Solutions, including inter alia the number and duration of visits to the Contents (Usage Data).

9. Third-Party Content

   1. The Services may contain content (for example, spatial data) and/or software components incorporated into the Services or provided therewith, developed, distributed and/or licensed by third parties (Third-Party Content). Such Third-Party Content shall be licensed, and Client shall use such Third-Party Content under, and strictly in accordance with, the applicable terms and conditions by the respective third-party. We will use best efforts to identify any Third-Party Content in the documentation of the Services. 

   2. Nothing in these GTC shall restrict, limit or otherwise affect any rights or obligations that Client may have, or conditions to which Client may be subject, under any applicable open source licenses to any open source software which may be incorporated in and/or provided together with the Services.

10. Financial Terms

    1. Payment. Fees shall be due and payable in advance of their respective terms, as indicated during the online purchase process or in any applicable pricing schedule. All purchases are final and non-refundable, except as required by applicable law. Additional Fees as incurred pursuant to our provision of Services, or through the Client’s use of the Services, will be invoiced in arrears and shall be paid within 30 days of invoice.

    2. Taxes. Fees and rates are exclusive of all taxes (in particular, VAT) if and as applicable. 

    3. Suspension of Services. The continued use of the Services by the Client is subject to the timely payment of all the Fees. We may temporarily stop providing the Services or suspend any right to access or use any Solutions and/or any user credentials issued to the Client, if applicable, if the Client is in default for payment of any Fees due.

11. Data Protection

    1. Urbio Privacy notice. We have issued a privacy notice, accessible at www.urb.io/privacy-notice (Privacy Notice), which describes how personal data is collected through the Solutions and for what purposes. That privacy notice, as amended from time to time, forms an integral part of these GTC.

    2. In General. If the provision of the Services implies the processing by us of (i) any personal data forwarded by the Client or of the Client's Authorized Users (Client Personal Data), in particular as part of Client Data, or (ii) personal data relating to Usage Data (Usage Personal Data), Urbio and the Client shall fully comply with their respective obligations under applicable data protection laws and regulations.

    3. Roles of the Parties. In such cases, we will process Client Personal Data (i) as data processor, exclusively for the purpose agreed in these GTC and only to the extent necessary to fulfil the obligations hereunder, in accordance with the Client’s instructions, which shall act as data controller; and (ii) for our legitimate business operations incident to provision of the Services. We will process Usage Personal Data as sole data controller thereof.

    4. Our Obligations. We undertake to comply with Swiss data protection legislation. If the European General Data Protection Regulation (GDPR) is applicable, we will in addition comply with the obligations set out in Art. 28(3) GDPR.

    5. Client's Obligations. The Client shall ensure, with respect to any Client Personal Data we processed within the frame of the Services, if any, that such Client Personal Data has been collected and transferred to us in strict compliance with the applicable data protection or data privacy laws and regulations. In particular, the Client shall: 

       1. have, and maintain at all times, valid grounds for the processing of such personal data, including obtaining valid consent from the data subjects for the processing of their personal data, if such consent is required under the applicable data protection legislation; and

       2. provide adequate information to data subjects about the collection and processing of their personal data;

    6. Responsibility. The Client shall bear sole responsibility for the processing of Client Personal Data, if any, within the frame of the Services. Client acknowledges and accepts that we may deem any processing of any Client Personal Data within the frame of the Services, as permitted under the Agreement, as well as any instructions by the Client with respect to such processing activities as compliant with applicable data protection or data privacy laws and regulations.

    7. Transfer. By accepting these GTC, the Client expressly acknowledges and agrees that Client Personal Data  or Usage Personal Data  may be transferred to and processed on servers located outside of its jurisdiction, including in jurisdictions which may not have data protection and privacy laws and regulations equivalent to those in the Client’s jurisdiction. 

    8. Compliance Actions. We may forward to Client any request, investigation or other action by any supervisory authority and/or any third-parties (including data subjects), directed at us with respect to the processing of any Client Personal Data, and the Client shall be responsible for addressing them in accordance with the law. If we are required to undertake any compliance action ourselves, e.g. responding to a request by any supervisory authority or third-party and/or cooperating in investigations, and/or to provide assistance to Client, the Client shall fully indemnify us for its effort and costs, including reasonable attorney’s fees, incurred in such context.  Requests, investigations, or actions relating to Usage Personal Data shall be addressed by us only.

12. Limited Warranty

    1. The Services (including for the avoidance of doubt the Solutions and the Content) are provided AS IS and AS AVAILABLE. To the maximum extent permitted by applicable law, we disclaim all warranties with respect to the Services, whether express, implied or statutory, including any warranties of merchantability, fitness for a particular purpose, quiet enjoyment and non-infringement of third-party rights. 

    2. We do neither represent nor warrant that the Services shall meet the Client’s requirements, that the operation of the Services will be uninterrupted or error-free, that any errors will be corrected, that we will ensure continued compatibility of the Services with any third-party products, even if they were compatible at any given moment, that the Services will always be available and remain available unchanged or that certain subscription models available at any given moment will remain available for renewal at the end of the applicable subscription period. 

13. Limited Liability

    1. Our liability under the Agreement, whether in contract, tort or any other theory of liability, shall be excluded to the maximum extent permitted under applicable law. In particular, without prejudice to the generality of the foregoing, to the extent permitted under applicable law, we disclaim any liability for simple negligence as well as for any damages or losses, whether foreseen or foreseeable, or whether we have been advised of the risk thereof, related to the loss of use, interruption of business, loss of actual or anticipated profit, loss of revenue, loss of anticipated savings, loss of opportunity, loss of goodwill, loss of reputation, loss of, damage to or corruption of data, or any other indirect, special, incidental, exemplary, or consequential damages or losses of any kind, regardless of the form of action, whether in contract, tort, strict liability or otherwise.

    2. The use of the Services is entirely at Client’s own risk, and we expressly disclaims any liability regarding Client’s use thereof and/or any decisions taken by Client based on the insights gained from its use of the Services.

    3. In no event, our total liability during any period of 12 months shall exceed the amount of the Fees actually paid by the Client during the 12 months preceding the events giving rise to the Client’s claims.

    4. The exclusions and limitations under this Section 13 shall extend to our directors, officers, employees, agents, representatives and auxiliaries.

14. Term and Termination

    1. Term. The Agreement enters into force upon acceptance by the Client of these GTC pursuant to Section 1.2 above.
       For paid licenses, the Agreement remains in effect for the initial term specified during trial activation or license purchase. In the absence of a specified term, the initial duration shall be 12 months, subject to non-renewal or termination in accordance with this Section 14.
       For a Freemium License, the Agreement remains in effect until terminated by either party in accordance with Section 14.

    2. Renewal. Except for Trial Licenses (see Section 3.5), the Agreement shall be automatically renewed upon expiry of the Initial Term, or then current renewed term (each a Renewed Term, and together with the Initial Term, the Term), for consecutive Renewed Term of the same duration as the Initial Term, subject to cancellation as stated below.

    3. Termination by the Client. A Client has the right to cancel its subscription at least 30 days before the end of the then-current current Initial Plan or Renewed Plan by sending us an email at support@urb.io referencing the appropriate Order Form reference, in which case the Agreement will terminate upon the end of such period. 

    4. Termination by us. We may cancel a Client's subscription and end the Agreement by notification to the Client (including through its Authorized Users) with a 30 days notice for end of the then-current Initial Term or Renewed Term. In addition, we may terminate the Agreement with immediate effect, in case of any material breach by the Client, provided that, if the Client’s breach may be cured, at our sole judgement, we will first give Client 10 days’ prior written notice to cure such breach at our entire satisfaction. 

    5. Effects of Termination. Upon non-renewal or termination of the Agreement, and in addition to the consequences described elsewhere in the GTC: 

       1. all rights to use and access granted to the Client hereunder (inter alia under Section 3.1) shall cease. The Client shall stop using Solutions and credentials shall be deactivated and suppressed;

       2. the Client shall permanently delete any part of the Solutions and/or Content stored or installed on its IT systems, if any; and

       3. all Fees already paid by Client shall remain acquired to us and are not reimbursable to Client. The Client shall immediately pay all outstanding amounts due to us.

    6. All terms which are expressed or intended to survive, and any provisions of the Agreement necessary for its interpretation or enforcement will continue to apply regardless of the reason for termination or expiry of the Agreement.

15. Miscellaneous

    1. Advertising and Publicity. We may refer to the Client as a customer for the Services and the Client grants to us a limited license to use its name, logos and trademarks for the sole purpose of referring to it within the frame of our marketing activities. 

    2. Subcontractors. We may use subcontractors for the provision of the Services. Our use of subcontractors shall not relieve us of any of our duties or obligations hereunder, which shall be imposed on subcontractors. 

    3. Force Majeure. Neither Party shall be liable for any delay or failure to perform its obligations hereunder due to causes beyond its reasonable control, such as natural catastrophes, war, strikes, blackouts, Internet failure, virus outbreaks, or similar events. Any such excuse for delay shall last only as long as the event remains beyond the reasonable control of the delayed Party. However, the delayed Party shall use its best efforts to minimize the delays caused by any such event beyond its reasonable control. The delayed Party must notify the other Party promptly upon the occurrence of any such event, or performance by the delayed Party will not be considered excused pursuant to this Section, and inform the other Party of its plans to resume performance.

    4. Amendment. The Order Form may be amended only by written instrument signed by both Parties. We reserve the right to amend these GTC, or to implement changes to the pricing of our Services, by written notice to Client at least 60 days prior to the end of the Initial Term or any Renewed Term, in which case Client's sole remedy shall be to terminate the Agreement in accordance with Section 14.2. In the absence of termination, such amendments shall become effective as of the beginning of the Renewed Term.

    5. Entire Agreement. The Agreement constitutes the entire agreement between the Parties and supersedes any and all previous representations, understandings, or agreements between them, as to the subject matter hereof.

    6. Hierarchy. In the event of a conflict or contradiction between the provisions of the GTC and those of any other contractual documents (such as the Order Form, or any Schedule), the GTC shall take precedence, subject to express and specific deviations, deletions or additions contained in the section of the Order Form "Deviations to the GTC" to that effect. 

    7. Severability. If any provision of the Agreement is held to be invalid or unenforceable for any reason, the Parties hereby agree to replace such provision with a valid and fully enforceable provision reflecting the original intent of the Parties to the fullest extent possible. In any event, all other provisions of the Agreement shall remain valid and enforceable to the fullest extent possible. 

    8. Electronic Form. The words “execution”, “signature” and similar words in the Agreement shall be deemed to include unqualified electronic signatures (e.g. Docusign or any equivalent e-signature provider) which shall be of the same legal effect, validity or enforceability as a manually executed signature; while the term "in writing" shall include communications by email or other electronic forms. 

    9. No Waiver. The failure of either Party at any time to require performance by the other Party of its obligations hereunder shall in no way affect that Party’s right to fully enforce the other Party’s obligations thereafter.

    10. Assignment. Neither Party shall assign and transfer any or all of its rights and obligations hereunder, in whole or in part, to any third party without the other Party’s prior written consent; provided however, that we may assign and transfer all of its rights and obligations hereunder to any third party acquiring all or substantially all of our business related to the Services and/or the Solutions, without the Client’s consent.

    11. No Third Party Beneficiaries. This Agreement shall be binding and inure solely to the benefit of the Parties (and their respective lawful successors and assigns). Nothing in the Agreement is intended to or shall confer upon any third party any rights, benefits or remedies of any nature whatsoever under or by reason of these GTC or the Order Form.

16. Governing Law and Jurisdiction

    1. Governing Law. The Agreement and/or any use of the Services shall be governed by and construed in accordance with Swiss substantive law, at the exclusion of its conflict of laws provisions. 

    2. Jurisdiction. Any dispute or controversy arising out of or in relation to the Agreement and/or Client’s use of the Services shall be subject to the exclusive jurisdiction of the competent ordinary courts at the place of the registered office of Urbio. Notwithstanding the preceding, nothing in these GTC shall prevent us from seeking injunctive relief or any other remedy available at law in any jurisdiction in case of any infringement of our intellectual property rights. 

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