License Terms (the “Terms”)

In these Terms, the following terms have the following meanings:

1. HydroScan: HydroScan NV-SA, with registered seat in Belgium at 3010 Leuven, Diestsesteenweg 104A, with company number 0478.890.483
2. Platform: HydroScan’s NRWCOCKPIT open leak management platform to help with proactive reduction of non-revenue water. This term also comprises, without limitation, the underlying software, programs, operating systems, documentation and all other elements that relate thereto (e.g. HydroScan’s APIs), their updates and new versions that may be developed or added by HydroScan. This term does not cover Modules and Content.
3. User: Anyone who accesses or uses the Platform.
4. User Account: The account of a User to access and use the Platform.
5. Provider: A third party that provides (now or in the future) modules or content to the Client via the Platform, and/or other services (e.g., training) in relation thereto.
6. Content: Any and all data and information (e.g., text, images, sound, video) available on and/or through the Platform, that does not constitute a Module.
7. Client Content: Content made available on the Platform by the Client and/or its Users.
8. HydroScan Content: Any Content that is not Client Content.
9. Module: A software module or application added to the Platform by HydroScan, the Client or a Provider, which uses/processes Content and which may generate Content.
10. Client Module: A Module made available on the Platform by the Client and/or its Users.
11. HydroScan Module: A Module that is not a Client Module.
12. HydroScan Services or Services: The services provided by HydroScan via and/or in relation to the Platform, such as (without limitation) gathering, processing and converging data, hosting software and algorithms, sharing HydroScan Content, or updating the Platform.
13. Joint Agreement: An agreement between the Client, HydroScan and a Provider regarding the integration and use of the Provider’s services via and/or in relation to the Platform (if applicable).
14. Open-Source Components: Any open-source, freeware, shareware or other software having similar licensing or distribution models by which it is subject to license agreement or other enforceable requirements or restrictions, including under any GNU General Public License or GNU Library or Lesser Public License, or other license agreement that conforms to a standard definition set by the Open Source Initiative.
15. Intellectual Property Rights: All intellectual property rights such as (without limitation) patent rights, design rights, copyrights, software and database rights, trademark rights, rights in know-how, domain names and/or trade names.
16. Confidential Information: Any and all information or material of any kind shared by HydroScan or the Client (the “Disclosing Party”) with the other (the “Receiving Party”), whether orally or in writing, regardless of the nature of said information or the means of communication used. This only concerns information i) that has been marked as confidential; ii) whose confidential nature has been made known by the Disclosing Party, orally or in writing, to the Receiving Party; or iii) that due to its character and nature, a reasonable person under like circumstances would treat as confidential.
17. GDPR: European Regulation (EU) 2016/679 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data. The terms “Data Subject”, “Controller” and “Processor” as used herein have the meanings given in the GDPR.

Under the terms and conditions set out in these Terms, the Client (including its Users) is authorized to use the Platform and the applicable HydroScan Modules, and HydroScan provides the agreed HydroScan Services.

If the Platform and HydroScan Services are hosted by HydroScan, any access to and use of the Platform is done online, and is subject to the Terms of Use (annex 1) and the Privacy Policy (annex 2), which the Users shall accept when they access the Platform for the first time (also after updates).

The Client shall be responsible for all activity occurring through the User Accounts, and represents that all Users shall abide by all applicable terms and conditions as well as legislation in connection with the use of the Platform and Services, including those related to data privacy and Intellectual Property Rights.

The Platform is open and allows for integration of Provider Services, via APIs. If the Client wishes to use such Provider Services via and/or in relation to the Platform, the Provider Service Terms will apply, a Joint Agreement will be concluded with this Provider and those documents will be added to these Terms.

HydroScan will continue to regularly improve and update the Platform and the HydroScan Services, without guaranteeing that the Platform and HydroScan Services are free of bugs or errors. In case of non-urgent updates by HydroScan that may materially affect the access to and use of the Platform and/or the Services, HydroScan will inform the Client in due time (when possible, about 3 months in advance). Conversely, HydroScan may intervene at any time to deploy minor updates that do not materially affect such access and use, or to resolve urgent issues (e.g., bug fixing).

3.1. General

The Client is responsible for the Client Content and guarantees that such Client Content will not contain nor constitute personal data, as defined in the GDPR. Aggregate data may be added to the Platform, if and to the extent it no longer constitutes personal data.

The Client authorizes HydroScan to use and reproduce such Client Content as it deems necessary in the performance of its obligations under these Terms and in order to improve the Platform and the HydroScan Services.

The Client may remove its Client Content from the Platform at any time. In such case, the license allowing HydroScan to use this Content will expire, while HydroScan may retain archived copies of this Content. HydroScan does not assert any proprietary rights pertaining to the Client Content.

Any use of the HydroScan Services and reliance on it is at the Client’s risk. The HydroScan Services are intended as a decision-support system, and should not be the sole basis for making decisions. Given the possibility of human error or changes, HydroScan does not warrant that the HydroScan Services are entirely accurate or complete, and it is not responsible for any errors or omissions or the results obtained from the use thereof. While HydroScan makes extensive efforts to make the HydroScan Services as accurate as possible, the accuracy and completeness cannot be guaranteed. HydroScan makes no claims whatsoever, expressed or implied, about the authenticity, accuracy, reliability, completeness or timeliness of the HydroScan Services. HydroScan reserves the right to modify the HydroScan Services at any time, while having no obligation to that end.

3.2. Integration

The Client Content must be integrated into the Platform by a Module, provided by HydroScan, a Provider or the Client, depending on who delivers the service to install it. This Module must be installed at the Client’s premises in an IT environment setup by the Client. The Client is therefore responsible for setting up a secure IT environment to host this Module. The Client will need to authorize access to the IT environment for the Module owner at any time for maintenance, support and updates.

If the Client provides this Module (possibly with the help of a third party), the Client will be responsible for the development, maintenance and hosting of this Client Module. In case of non-urgent updates to the Platform by HydroScan that may materially affect the functioning of this Client Module (in particular updates to an API to which this Client Module is linked), HydroScan will inform the Client in due time (when possible, about 3 months in advance). If the Client requires HydroScan’s assistance in this respect, this can be agreed.

If HydroScan provides this Module, HydroScan will be responsible for the development and maintenance of this HydroScan Module. This can only be achieved if access is authorized at any time. It is not allowed for the Client to give third parties access to the code of the HydroScan Module. The Client will not (i) copy, modify, or create derivative works of the HydroScan Module and/or the related HydroScan Services; (ii) reverse engineer, decompile, translate or disassemble the HydroScan Module and/or the related HydroScan Services; or (iii) sell, resell, sublicense, transfer, or distribute the and/or the HydroScan Services.

When the Client changes the code of the HydroScan Module, Hydroscan is no longer required to provide updates and support for this HydroScan Module. Also, if this Module no longer functions correctly and no longer feeds Content into the Platform correctly, the functioning of the Platform may be impacted.

All Intellectual Property Rights and other (proprietary) rights pertaining to the Platform and the HydroScan Services (including HydroScan Content and HydroScan Modules) are owned by HydroScan (and/or its licensors, if any). No rights are transferred to the Client or Users, except the use rights as stipulated in these Terms. If a third party claims infringement of its rights (e.g., Intellectual Property Rights) because of the Client’s use of the Platform or Services, the Client will immediately inform HydroScan in writing and they will jointly determine the appropriate approach and actions.

Unless expressly provided otherwise in these Terms, the Client will not, and will not allow its Users to (i) copy, modify, or create derivative works of the Platform and/or the HydroScan Services; (ii) reverse engineer, decompile, translate or disassemble the Platform and/or the HydroScan Services; or (iii) sell, resell, sublicense, transfer, or distribute the Platform and/or the HydroScan Services.

The HydroScan Services may include or make use of Open-Source Components licensed under separate open-source licenses, hyperlinked copies of which can be found in the ”About” section of the software at issue (“Open-Source Licenses”). Any use of the Open-Source Components by the Client shall be governed by, and subject to the Open-Source Licenses. On written request, HydroScan shall provide the Client with a complete, machine-readable copy of the source code for such Open-Source Components in accordance with the applicable Open-Source License(s). The Client shall ensure compliance with the applicable Open-Source License(s) while HydroScan shall bear no responsibility nor liability whatsoever in this respect.

When using or operating the Platform and the Services (the “Purpose”), HydroScan or the Client (as a Receiving Party) may have access to and/or otherwise become aware of Confidential Information of the other (as a Disclosing Party). The term “Confidential Information” shall not apply to information that is:

1. publicly known at the time of disclosure by the Disclosing Party or which subsequently becomes publicly known through no fault of the Receiving Party;
2. discovered or created by the Receiving Party independently;
3. otherwise learned by the Receiving Party through legitimate means; or
4. is disclosed to an authority pursuant to a validly issued administrative or judicial demand requiring the Receiving Party to disclose Confidential Information.

HydroScan and the Client agree not to disclose, permit to disclose or use the received Confidential Information for any purpose other than the Purpose. The Receiving Party shall hold the Confidential Information in strict confidentiality, and shall carefully restrict access to it to persons on a need-to-know basis and if those persons are subject to confidentiality obligations in at least the same terms as under these Terms. In such cases, the Receiving Party will remain fully responsible and liable at all times for such recipients’ acts and omissions regarding the Confidential Information.

The Receiving Party shall, immediately upon request of the Disclosing Party, return to and/or destroy, at the Disclosing Party´s sole discretion, any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to the Confidential Information.

Upon expiration or termination of these Terms, for whichever reason, these confidentiality obligations shall continue to apply for a period of 2 (two) years thereafter.

The Client shall not circumvent, nor take part in or condone any actions to circumvent, the Platform and HydroScan Services, nor to divert any Provider (and its services) from the Platform. In particular, where HydroScan established the contact between the Client and a Provider, the Client will not conclude nor negotiate agreements having an identical or similar subject matter as these Terms with such Provider, both during the duration of these Terms and a period of 2 (two) years after their expiry or termination, for whichever reason.

The Client (including its Users) shall comply with (i) all applicable international, national, regional and local laws and regulations, and (ii) all internet and data regulations, (security) policies and procedures of HydroScan. The Client and its Users will not use the Platform and the Services for illegal, harmful or objectionable purposes. Any use is limited to the Client’s own professional purposes, excluding use for or on behalf of third parties. If the Client requires HydroScan to comply with specific legislation, standards, etc., this will be agreed in writing.

HydroScan will act as Controller when processing Personal Data (name and login information) of the Client and the Users, in order to grant access to the Platform and the Services, and to manage the User Accounts in compliance with tese Terms and the Terms of Use. In principle, HydroScan will not process any Personal Data other than the names and login information by means of the Platform.

The Client accepts that the Platform and the HydroScan Services are not intended to process Personal Data, and will avoid processing Personal Data using the Platform and the HydroScan Services. If the Client would nevertheless feed Personal Data into the Platform and/or in the context of using the HydroScan Services, the Client will not be entitled to hold HydroScan liable and the Client will indemnify and hold HydroScan harmless against any liability claims. Also, in such case, the necessary agreements (e.g., data processing agreement) will be concluded.

If HydroScan has access to Personal Data during the performance of these Terms or in order to conclude an agreement, including Personal Data of the employees of the Client, the confidentiality and integrity of thereof is guaranteed. HydroScan’s employees, as well as third parties (e.g., data processors), who have access to the Personal Data are bound by confidentiality obligations. HydroScan’s employees and those third parties will only be able to access the Personal Data if and to the extent necessary to perform their tasks. When processing Personal Data, HydroScan will respect the GDPR and other applicable data protection legislation, as well as HydroScan’s Privacy Policy (annex 2, or updated versions as available online).

The Client will respect the GDPR when accessing Personal Data during its contacts with HydroScan, including the Personal Data of HydroScan’s employees. The Client guarantees the confidentiality and integrity of those Personal Data. The Client’s employees are bound by confidentiality obligations and will only have access to those Personal Data that are strictly necessary to perform their tasks.

The Client expressly agrees that the use of, or inability to use, the Platform and HydroScan Services is at the Client’s sole risk. HydroScan bears no responsibility as regards the Content that was not provided by HydroScan. HydroScan affirms that the Platform and the HydroScan Services are provided with due care and in accordance with generally accepted industrial standards and applicable legislation and regulations. HydroScan does not guarantee that the Platform and Services comply with the Client’s requirements and expectations, unless such is expressly agreed.

Unless expressly agreed otherwise, the obligations of HydroScan are best efforts obligations. HydroScan hereby disclaims any representation, warranties or conditions of any kind, express, implied or statutory, including but not limited to any implied warranties or conditions of merchantability, fitness for a particular purpose, title, accuracy, non-infringement, non-interference, compatibility of software programs, integration, or those warranties which may arise by course of dealing, or course of trade. In addition, HydroScan does not warrant the security of the Platform, Content or Services available through it nor that these will be uninterrupted, error-free or virus-free, provided properly or completely, or be available 24/7.

HydroScan may only be held liable on a contractual basis and for intentional or gross negligence, excluding any responsibility for any form whatsoever of indirect, incidental, punitive, special, or consequential damages of any kind (including, without limitation, lost profits, lost income, lost savings and/or loss of data) and for any action brought by third parties. Under no circumstances shall HydroScan’s liability exceed the amount paid by the Client during the last 12 months of these Terms regardless of the (legal) basis of the action. The Client and its Users must take all necessary measures that can reasonably be expected to limit their damage.

Neither the Client nor HydroScan will be liable for any delay or failing in the performance of its obligations if such is the result of a cause that is outside of its reasonable control, including (but not limited to): earthquakes, floods, fires, epidemics, riots, terrorist actions, strikes, absence or delay in transport or communication.

These Terms (including the annexes or other referenced documents) constitute the entire agreement with respect to its subject matter and supersede any other prior agreement, written or oral, in that regard. The Client’s (general) conditions shall not apply. In case of conflicting provisions, the following order of priority applies:

1. Privacy Policy (if applicable);
2. Joint Agreement (if applicable);
3. Provider Service Terms (if applicable)
4. Specific terms agreed between the parties, and annexes thereto
5. General Terms for Clients
6. Annexes to the General Terms for Clients (other than the Privacy Policy)
    

Except as expressly provided in these Terms (including the annexes), it may only be amended or modified by a written agreement. However, HydroScan is entitled to modify the specifications of the HydroScan Services, in particular the technical aspects thereof (e.g., server capacity) but not the essential aspects thereof (e.g., uptime), subject to written notice to the Client.

If possible, the provisions of these Terms (including the annexes) will be interpreted in such a manner as to be valid and enforceable under applicable law. If any provision is declared invalid or unenforceable, this shall not affect the validity and enforceability of the other provisions. The provision at issue shall be replaced by a provision which is valid and which best corresponds with the objective of the original provision.

HydroScan’s failure to exercise or enforce any right or provision of these Terms (including the annexes) shall not constitute a waiver of such right or provision.

HydroScan reserves the right to transfer its rights and/or obligations under these Terms (including the annexes) to third parties, in whole or in part, without prior notice to nor the consent of the Client. The Client is not allowed to transfer all or part of its rights or obligations without HydroScan’s prior written consent.

All communication regarding these Terms and its performance will be in writing.

These Terms (including the annexes) are subject to Belgian law. In case of a dispute, HydroScan and the Client will make all reasonable efforts to settle it amicably. If no amicable solution is found within a reasonable amount of time and unless otherwise required by law, any dispute shall be subject to the exclusive jurisdiction of the courts of the place of HydroScan’s registered seat.

Last updated: November 14, 2024

i. Introduction – Presentation of HydroScan and the Platform

The NRWCOCKPIT Platform (the “Platform”) is owned and operated by HydroScan NV-SA (“HydroScan”, see contact details below). The Platform is an open leak management platform to help with proactive reduction of non-revenue water.

These terms of use (the “Terms of Use”) set out the rights and obligations in relation to the Platform and the use thereof, in order to ensure the integrity, security, reliability and privacy of the Platform and the Content (as defined below) available through the Platform.

ii. Applicability of the Terms of Use and right to modify

Upon acceptance of these Terms Of Use together with HydroScan’s Privacy Policy (the “Privacy Policy”, available here), you, being the user of the Platform (“you” and/or “user”), certify that you have read, understand and agree to be bound by the Terms of Use and the Privacy Policy, and that the Terms of Use and the Privacy Policy will form a binding agreement between you and HydroScan. The Terms of Use and the Privacy Policy govern your access to and use of the Platform, including all content (such as text, information) made available to you or by you through the Platform. HydroScan is willing to grant access to the Platform only to those users who unconditionally accept these Terms of Use and the Privacy Policy, in the latest version.

HydroScan reserves the right to change, modify, add, or delete all or portions of these Terms of Use at any time at its sole discretion. In the event that changes are made, HydroScan shall inform all users prior to such changes becoming effective. By continuing to use the Platform, you agree to be bound by any such revisions.

iii. User account – registration and security

When using the Platform, you agree to: (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Platform (“Registration Data”); (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data, and any other information you provide to HydroScan, to keep it accurate, current and complete; and (d) be fully responsible for all use of your account and for any and all actions that take place using your account, including the confidentiality of your account and password. You therefore represent and warrant that you will at no time communicate your identification or password to a third party unless duly authorized to do so by HydroScan, and that you will not make password or credentials visible to the public in any manner whatsoever, and that you will not disclose any content or component of your account or information from HydroScan to a third party. If you become aware of such knowledge or use by a third party, it is your responsibility to (i) change your password and other needed credentials immediately and (ii) to promptly inform HydroScan (preferably via e-mail).

iv. Intellectual property rights

All content on the Platform (including trademarks, tradenames, designs, text, graphics, pictures, information, software, sound and other files, and their selection and arrangements, collectively the “Content”) are the exclusive property of HydroScan (or its licensors), unless otherwise indicated. You do not have the right to modify, copy, perform, distribute, frame, reproduce, download, display, transmit, or sell in any form or by any means, in whole or in part, of any of the Content without HydroScan’s prior written consent.

HydroScan hereby grants you a limited license to access and use the Platform and the Content that are set out in the Terms solely for the intended purposes thereof.You may not upload Content on any internet, intranet or extranet site or incorporate the information in any other database or compilation, and any other use of the Content is strictly prohibited. Such license is subject to these Terms of Use and does not permit use of any data mining, robots, scraping or similar data gathering or extraction methods. Any use of the Platform or the Content other than as specifically authorized herein, without the prior written permission of HydroScan, is strictly prohibited and will terminate the license granted. This license is revocable at any time without notice, at HydroScan’s sole discretion.

v. User conduct

You are responsible for all activity occurring through your account and you represent that you shall abide by all applicable legislation in connection with the use of the Platform, including those related to data privacy and intellectual property. In the event that you suspect a breach of security, including without limitation any unauthorized access of your account, you are required to notify HydroScan as soon as possible.

You represent, warrant and agree that no materials of any kind submitted through your account or otherwise posted, transmitted, or shared by you on or through the Platform will violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights. If such materials are protected by intellectual property rights, you grant HydroScan the right to use those materials if and to the extent necessary for HydroScan to provide (and develop) the Platform and related services.

vi. Data protection

The Privacy Policy of HydroScan shall apply when accessing and using the Platform. The Privacy Policy explains HydroScan’s policies for the collection, use, and disclosure of your personal data. This Privacy Policy applies in combination with these Terms of Use.

vii. Liability

HydroScan does not represent or warrant that software, Content or other material on the Platform is accurate, complete, current or that the Platform is free of viruses or other harmful components. The Platform is provided on an “as is” and “as available” basis. You agree that you download or otherwise obtain Content, material, data from or through the Platform at your own discretion and risk and that you will solely be responsible for your use thereof.

In no event shall HydroScan be liable to you or any third person for any consequential damages of any type or kind, including loss of data or any economic advantage arising out of or in any way connected with the Platform, including (but not limited to) any error, inaccuracy, defect, delay in transmission, communications line failure, technical malfunction or other problems of any computer systems, servers or providers, software.

Under no circumstances will HydroScan be responsible for any loss damage, personal injury or death, resulting from your use of the Platform, or from any interaction between users of the Platform.

HydroScan shall not be liable for any failure or unavailability of the Platform as a result of maintenance, the loss or destruction of data, the deletion or corruption of storage media, power failures, unavailability of suppliers or any other event beyond its control.

viii. General provisions

If any of the provisions of the Terms of Use should be found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of the Terms of Use shall not in any way be affected or impaired thereby.

Belgian law is applicable. Any dispute involving HydroScan and the Platform is subject to the exclusive jurisdiction of the courts competent for the place of HydroScan’s registered seat.

ix. Contact information of HydroScan NV-SA

Address: Diestsesteenweg 104A, 3010 Leuven, Belgium
Company number: 0478.890.483
RPR-RPM Leuven
www.hydroscan.eu
support@nrwcockpit.com