Terms of Service

Introduction

Hildebrand Technology Limited ("Hildebrand") is registered in England with a registered trading address of 63 Dean Street, London, W1D 3QG. Hildebrand's Company Number is 05577050 and the VAT number is 872 434 711. Hildebrand provides its Services (as defined hereinafter) based on the following Terms of Services (hereinafter “Terms”) to the Customer identified in the relevant Order Form or Online Confirmation (as described below). Hildebrand and the Customer are hereinafter also referred to each as a “Party” and collectively as “Parties.”

Terms of Service

1. Contract Conclusion and Contract Structure

   • 1.1. The contract between the Customer and Hildebrand for the provision of the Services (hereinafter “Contract”) is initiated by the Customer placing an order with Hildebrand. Orders may be placed either:

     • 1.1.1. Through correspondence with a Hildebrand employee. The details of the Customer and the requested Products (defined below in the Section regarding Services provided by Hildebrand) shall be recorded in a document and submitted for electronic signature. Transactions with an Initial Term of one (1) year and yearly renewals shall be signed by an authorised legal representative of the Customer; all other transaction documents shall be signed by authorised legal representatives of both the Customer and Hildebrand. The fully signed transaction document shall be an “Order Form” that binds the Parties, subject to these Terms; or
     • 1.1.2. Through an online transaction in Hildebrand’s cloud-based platform (the “Glow Metering System”). The details of the Customer and the requested Products shall be recorded in a confirmation email sent to the Customer and/or an invoice available through the Glow Metering System (an “Online Confirmation”). By completing the transaction via the Glow Metering System, the Customer indicates that it has read these Terms and agrees to be bound by them with respect to the purchased Products detailed in the Online Confirmation.

   • 1.2. When placing an order, the Customer confirms that it is not ordering the Services as a consumer but as a business and for business purposes only and shall therefore always state its Company Registration Number in the Order Form and/or its company/business details. The Customer is responsible for providing its VAT number, if applicable. For customers outside the UK, failure to provide a valid VAT number may result in the Customer being charged VAT on its invoices, if applicable in the Customer’s jurisdiction.

   • 1.3. The Contract shall consist of the following documents with the following order of precedence in case of conflicting provisions:
     (a) Order Form or Online Confirmation;
     (b) These Terms; and
     (c) Service Level Obligations;

   • 1.4. These Terms and the above documents apply exclusively. Any terms and conditions or procurement terms of the Customer are not binding or applicable to Hildebrand, even if Hildebrand does not expressly reject such terms and conditions or procurement terms.

   • 1.5. Any agreements containing additional or superseding individual terms deviating from provisions of the Contract are only valid if in writing and signed by Hildebrand.

   • 1.6. All new transactions, including the addition of new Products and Services and modifications or replacements of Products or Services that were the subject of a previous contract, shall constitute a new contract subject to the then current Terms of Services. Any ongoing contract with the Customer shall automatically terminate and be replaced by the new Contract as of the Effective Date specified in the Order Form. Termination and replacement of a contract pursuant to this Sub-section shall not entitle either Party to any rights or claims related to the termination clauses of the replaced contract. However, for the avoidance of doubt, unless otherwise agreed in writing between the Parties, any prior Minimum Charge Commitment (as detailed below) shall not be voided or amended by this or any other subsequent Contract.

2. Services provided by Hildebrand

   • 2.1. Hildebrand provides the following services (hereinafter “Services”):
     • 2.1.1. Wireless communications between electricity meters embedded with our communications hub (hereinafter “Glow Meters”) and our servers;
     • 2.1.2. A software solution for the management, monitoring and remote-controlled operation of connectivity services for connected devices (the “Glow Monitor”).
     • 2.1.3. A mobile application for the configuration of the communications hub and supports commissioning of the Glow Meter (the "Connect App").
   • 2.2. The Services are provided through a combination of the following components:
     • 2.2.1. Glow Meters, which are purchased by the Customer, provide the transmission of data to and from the meter(s) to and from the Glow Metering System based on (1) network services provided by mobile network operators, non-terrestrial network providers and other communications network operators from which Hildebrand obtains connectivity and network airtime (hereinafter “Network Infrastructure Providers”) and/or (2) local Wi-Fi connectivity;
     • 2.2.2. The Glow Metering System, which includes a cloud-based platform with a GUI (Graphical User Interface) and API (Application Programming Interface) for the management of connected devices and accessing the meters’ half-hourly kWh data;
     • 2.2.3. The Connect App, which is available from the Apple App Store and Google Play Store, for the configuration and commissioning of the Glow Meters.
   • 2.3. The Customer acknowledges and agrees that the Services are subject to certain limitations that are outside of Hildebrand’s control, including but not limited to environmental conditions, network capacity and equipment limitations, as well as regulatory, emergency and public safety requirements.
   • 2.4. Hildebrand does not guarantee access to any particular Network Infrastructure Provider or any particular signal strength.
   • 2.5. Technical coverage in the respective regions depends on the Network Infrastructure Providers that are available to Hildebrand to provide connectivity and the coverage of their networks or their roaming agreements with other operators, which may lead to certain Network Infrastructure Providers becoming unavailable to Hildebrand and/or which may affect availability, signal strength and quality of the connectivity services.
   • 2.6. Service Level Obligations
     • 2.6.1. Hildebrand services (described in section 3.2) are provided via a customer online account. There is no charge for the account setup, the data access subscription is per meter and is charged as a single item including any associated mobile phone account charges. Accounts can support from one to an unlimited number of meters.
     • 2.6.2. Note that it is the responsibility of the meter installer to ensure that:
       (a) Meter installation and commissioning are carried out correctly; and
       (b) Remote communications are tested and working while on site.
     • 2.6.3. The contract period is usually 12 months and a single payment is made in advance. Service fees will normally be invoiced within thirty (30) working days from the end of the previous year. Hildebrand reserves the right to invoice usage fees for such year also in later invoices if the fees have not been invoiced in the immediately following year.
     • 2.6.4. Hildebrand shall not be liable for any failure to provide or delay in providing access to the service resulting from any event or circumstance beyond our reasonable control including, without limitation, strikes, lockouts and other industrial disputes, breakdown of systems or network access or other technical equipment including hardware, software, fire, explosion or accident.

3. Use of the Services by the Customer and Customer Obligations

   • 3.1. General Principles
     • 3.1.1. The Customer shall use the Services solely in accordance with the provisions of the Contract and for lawful purposes. The Customer shall not give unlawful directions to or use the Services in any manner that would cause Hildebrand to violate any law or regulation. The Customer confirms that it is not the target of any economic sanctions or export control restrictions, including but not limited to those of the USA, the UK or the EU/EEA, or located, organised or resident in a country or territory that is the target of comprehensive territorial economic sanctions, including but not limited to those administered by the UK or the EU/EEA (any such country or territory, hereinafter a “Sanctioned Jurisdiction,” and any such individual or entity, hereinafter a “Restricted Party”). The Customer shall not use or attempt to use or allow or tolerate to use the Services in connection with any action that is prohibited by any applicable export control or economic sanctions regulations, including but not limited to those of the UK and the EU/EEA. The Customer shall notify Hildebrand in writing immediately upon becoming aware of or suspecting any activity that violates or would violate this Section in the course of its own services.
     • 3.1.2. If Hildebrand reasonably determines that any provision of this Section has been or may be violated, the Customer will cooperate fully with Hildebrand’s investigation to examine and resolve the issue. Furthermore, the Customer shall indemnify Hildebrand in full and on demand for any claims, costs, demands, expenses or other liabilities that Hildebrand may incur whether actual or contingent, because of any use of the Services in violation of the Contract.
     • 3.1.3. To the extent that the Customer establishes contracts with third parties that impair or hinder the provisioning of the Services by Hildebrand, Hildebrand shall be released from fulfilling its contractual obligations.
     • 3.1.4. The Customer shall notify Hildebrand without undue delay of any change of name, change of address, changes of headquarters, email address and other changes significant for the Contract.
   • 3.2. API and the Glow Metering System
     • 3.2.1. The Customer is responsible for the technical set-up and interoperability of its systems with the Services, in particular the API and Glow Metering System. The implementation shall be in accordance with the API specifications and policies provided by Hildebrand through the Glow Metering System.
     • 3.2.2. The Customer is to not query the instant API more often than once every 30 minutes. We reserve the right to block access to users who violate this request.
     • 3.2.3. The Customer is responsible for the connectivity of its systems to the Glow Metering System through suitable internet access and software.
     • 3.2.4. The Customer is responsible for the security of its hardware and the security and confidentiality of its data, as well as the access data that it uses to access the Glow Metering System.
     • 3.2.5. The Customer, who access the Glow service via MQTT, is required to use a persistent connection. Continuous disconnect reconnect will result in your MQTT access being blocked.
   • 3.3. End User License Agreement (EULA)
     • 3.3.1. By using the Glow Metering System, the Customer agree to be bound by the terms and conditions contained in this EULA. If the Customer does not agree to all the terms and conditions contained in this EULA, the Customer may not use the Glow Metering System.
     • 3.3.2. The Customer agrees that all right, title, and interest in and to the Glow Metering System (including, but not limited to, any images, photographs, animations, video, audio, music, text, and ‘applets’ incorporated into the Glow Metering System), and any copies of the Glow Metering System, and any copyrights and other intellectual property therein or related are owned exclusively by Hildebrand except to the limited extent that Hildebrand may be the rightful license holder of certain third-party technologies incorporated into the Glow Metering System. The Glow Metering System is protected by copyright laws and intellectual treaty provisions. The Glow Metering System is licensed to the Customer and not sold to the Customer. Hildebrand reserves all rights not otherwise expressly and specifically granted to the Customer in this EULA.
     • 3.3.3. The Customer may not alter, assign, modify, create derivative works, reverse engineer, decompile, or disassemble the Glow Metering System.

4. Payment, Credit and Guarantee

   • 4.1. Payments must be made in the agreed Invoicing Currency, via the agreed Payment Method and within the agreed Payment Terms as specified in the Order Form to Hildebrand’s bank account as specified in the Order Form or Online Confirmation. The Customer may also authorise Hildebrand to regularly charge by direct debit, in countries where such instruments are available, such as SEPA Direct Debit in Europe.
   • 4.2. Any applicable bank charges shall be borne by the Customer, including foreign exchange commissions.
   • 4.3. As detailed in the relevant Sections below, Hildebrand may suspend Service or terminate the Contract in case of late or default payments.
   • 4.4. Credit Limit
     • 4.4.1. Hildebrand may provide the Customer with an initial credit limit amount (hereinafter “Credit Limit”) and will notify the Customer of this in writing.
     • 4.4.2. Hildebrand may change the Credit Limit in its reasonable discretion by giving twenty- four (24) hours prior written notice. Hildebrand will send this notice by email notification.
     • 4.4.3. Hildebrand may suspend the Services without prior notice if the Credit Limit is unpaid plus (ii) the unbilled but accrued usage across all Contracts has exceeded the then current Credit Limit.
   • 4.5. Objections against the invoiced amounts shall be made in good faith to Hildebrand by email (to accounts@hildebrand.co.uk) within thirty (30) calendar days from receipt of the invoice in writing and in a substantiated manner. Objections entitle the Customer to withhold payment only to the extent the invoiced amount has been disputed as required above.

5. Suspension

   • 5.1. Without prejudice to other rights Hildebrand may have under this Contract or otherwise, and without liability towards the Customer, Hildebrand is entitled to wholly or partly suspend the Services (hereinafter “Service Suspension”), including the deactivation of the mobile connectivity of a communications hub or API access in case of, but not limited to, the following events:
     • 5.1.1. The Customer is in default with payments, a Credit Limit has been exhausted, or the Customer has violated other provisions relating to payment;
     • 5.1.2. An order for suspension of the Services by a competent court or regulatory authority;
     • 5.1.3. Any threat to the technical facilities and/or network of Hildebrand (including the Glow Metering System);
     • 5.1.4. The Customer fails to provide Hildebrand with a valid business address, company registration details, tax identification details, email address or any other essential information reasonably requested by Hildebrand in accordance with the Contract;
     • 5.1.5. The Customer changes its valid business address, company registration details, tax identification details or email address, repeatedly, too often, or without providing a reasonable explanation;
     • 5.1.6. Hildebrand identifies or has reasonable grounds to suspect that the Customer violates the provisions of the Contract.

6. Warranty, Right to Remediation

   • 6.1. Hildebrand warrants that Services will be performed in a professional and workmanlike manner and substantially in accordance with the specifications set out in the Contract. Hildebrand’s obligations and the Customer’s sole remedy under this warranty is that Hildebrand will correct or re-perform defective Services in accordance with and subject to the terms of the applicable Service Level Obligations.
   • 6.2. Except as expressly stated in this Contract, all Services are provided on an “AS IS” basis without any warranty of any kind as to (i) defects, availability or functionality, (ii) that the Customer’s use of the Services will be uninterrupted or error-free, (iii) that the Services will meet the Customer’s requirements or (iv) that the Customer data will be secure or not otherwise lost or damaged. All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the Contract.
   • 6.3. In no event shall Hildebrand be liable for any costs unilaterally incurred by the Customer to address a defect prior to notifying Hildebrand in writing of the defect and giving Hildebrand a reasonable opportunity to remedy the defect.
   • 6.4. Modifications or extensions of the Services and modifications of the Customer’s systems or end devices, as well as interferences with the Glow Metering System, carried out by the Customer or third parties commissioned or tolerated by the Customer cancel all warranty and Service Level Obligations of Hildebrand, unless the Customer can establish that the modification or extension has not caused the defect in the Services. Hildebrand is not responsible for defects of the Services or Incidents as defined in the Service Level Obligations that are caused by improper handling or usage of the API or Glow Metering System, using improper equipment by the Customer or by failures in the obligations of the Customer.
   • 6.5. If Hildebrand incurs costs in the incident detection or rectification for which Hildebrand is not responsible due to the foregoing provisions, then Hildebrand may charge this additional cost to the Customer pursuant to the then current hourly or daily rates of Hildebrand personnel on a time and material basis.

7. Liability, Right to Damages

   • 7.1. Hildebrand will not be liable or responsible in any way for:
     • 7.1.1. The Customer’s breach of this Contract;
     • 7.1.2. The Customer’s own adjustments and changes to the Services, e.g., by combination with the Customer’s own services or functionality, incorrect or illegal use of interfaces and functionality or where any such adjustment or change is (i) atypical and not foreseeable for Hildebrand in the context of the provision of the Services or (ii) performed without Hildebrand’s written consent;
     • 7.1.3. The Customer’s failure to incorporate functionality, features, process or policies suggested by Hildebrand, provided that (1) Hildebrand provided the Customer with reasonable lead time for the implementation and (2) Hildebrand issued an express warning in conjunction with the suggestion that third-party claims or damages could arise in case of non-compliances with suggestions;
     • 7.1.4. The Customer’s use and application of the Services in combination with third-party hardware, software, mobile network operators and other network resources not in accordance with this Contract; or
     • 7.1.5. Any damages whatsoever (including, without limitation to, damages for loss of business profit, business interruption, loss of business information, loss of contracts, or for any financial or economic loss or for any damages or losses, special, direct, indirect or consequential loss or damages whatsoever) arising out of the use or inability to use the Glow Metering System, even if Hildebrand has been advised of the possibility of such damages.

8. Contract Term, Termination

   • 8.1. Contracts involving an Order Form shall have the Initial Term, Notice Period and Renewal Term defined therein. If not defined in an Order Form, the Initial Term, Notice Period and Renewal Period shall all be one (1) calendar year. The Initial Term of this Contract shall apply from the Effective Date specified in the Order Form. The Contract shall automatically and repeatedly renew for the duration of a Renewal Term as specified in the Order Form, unless the Contract will be terminated by either Party providing prior written notice in advance of the Notice Period, as detailed in the Order Form, to the end of the respective term.
   • 8.2. The right for termination for good cause shall remain unaffected. Good cause for an extraordinary termination is given for either Party in particular if:
   • 8.3. The other Party is in fundamental breach of this Contract and does not remedy such fundamental breach within thirty (30) days of receiving a written notice requesting it to do so; or
   • 8.4. The other Party becomes bankrupt or insolvent, ceases to conduct its business as a going concern, becomes the subject of an application to a court of competent jurisdiction for winding up or protection its creditors, enters into any composition or arrangement with its creditors or a liquidator or is placed into receivership.
   • 8.5. Hildebrand may furthermore terminate the Contract and/or any Customer Orders for good cause with immediate effect, if the Customer is in default with payment of a significant invoiced amount (for example, at least two (2) monthly payments or an amount equal to two (2) average monthly invoices).
   • 8.6. A termination of the Contract for good cause immediately affects all Products listed on the Order Form associated with the terminated Contract.
   • 8.7. If a Contract is terminated by Hildebrand for good cause as the result of the Customer’s breach, the Customer shall pay Hildebrand a termination charge equal to the sum of: (i) all unpaid amounts for Services actually provided and (ii) fifty percent (50%) of the agreed service charges for the remaining agreed duration of the Products listed on the applicable Order Form. However, the Customer shall retain the right to prove lower damages while Hildebrand has the right to prove higher damages.
   • 8.8. Termination notices shall be given in text form, i.e., by letter or email.
   • 8.9. Services are provided until the last day of the Contract term and the Customer is obliged to pay all fees and charges incurred until that time. Upon termination, or expiry, of the Contract, the Customer shall be obliged to cease usage of the Services. The Customer understands that, upon termination, Hildebrand shall also be entitled to switch off any online access to the Glow Metering System.

9. Data Protection

   • 9.1. Within their respective sphere of responsibility and at their own respective cost, the Parties ensure compliance with the applicable data protection laws when processing personal data as controller or processor, each within the meaning of applicable data protection laws.
   • 9.2. Where applicable, Hildebrand is acting as a data controller and may need to process personal data and other data covered by applicable data protection laws (including, but not limited to, the Customer’s contract data, traffic data and billing data), and (ii) to disclose it to third parties for the proper fulfilment of its contractual and statutory obligations or as permitted by law. In handling such data, Hildebrand will act as permitted by law and in compliance with its privacy policies available through the Glow Metering System. The same applies to the processing of personal data of the Customer’s employees (such as name and contact details) by Hildebrand required for proper fulfilment of its contractual and statutory obligations or the Customer’s proper receipt of the Services. In particular, Hildebrand is entitled to transfer the necessary accounting and receivables data, e.g., to a debt collection company in the case of judicial or extrajudicial proceedings aiming for the recovery of debt.
   • 9.3. Furthermore, the Services provided by Hildebrand through the Glow Metering System includes processing, but not limited to, electricity consumption, power usage, power quality parameters, network connectivity and location data of all the Customer’s Glow Meters installed.

10. Changes to the Terms, Services and Prices

    • 10.1. Hildebrand shall be entitled at any point during the Initial Term or any Renewal Term of the Contract as specified in the Order Form to amend or modify these Terms or the Service in a manner that does not materially or adversely impact the Customer to reflect product improvements, new features, technical or functionality changes or for legal and regulatory reasons.
    • 10.2. Hildebrand shall be entitled at any point during the Initial Term or any Renewal Term of the Contract as specified in the Order Form to amend the charges payable by the Customer in relation to the Services to reflect any increase in Hildebrand’s underlying costs of providing those Services, including but not limited to costs for network provision, network use and network operation, connectivity provision (e.g., for technology, special network access, network interconnections and technical service), costs for customer support (e.g., for service hotlines, billing and IT systems), personnel and service costs, energy costs and general costs (e.g., for administration, marketing, rent and interest), as well as fees, expenses and financial contributions imposed by public authorities. Upon reasonable written demand by the Customer, Hildebrand shall provide evidence of underlying price and cost increases to support an increase in charges payable by the Customer implemented pursuant to this Sub-section.
    • 10.3. Upon the occurrence of changes beyond the specified parameters detailed in the Sub- sections above, the Customer shall have the right to terminate the Contract. In such a case, the Customer must provide written termination notice to Hildebrand within fourteen (14) days of being notified of the change; the Contract shall terminate and the Customer will cease using the Services with effect from the date of the relevant change coming into effect.
    • 10.4. If Hildebrand makes changes pursuant to this Section, Hildebrand will use reasonable endeavours to notify the Customer at least one (1) month in advance of the change taking effect.

11. Confidentiality

    • 11.1. Each Party shall keep confidential and protect from unauthorized access all Confidential Information (as defined below) of the other Party. In particular, the Party receiving the Confidential Information shall only disclose the Confidential Information to its own employees and employees of its affiliated companies, to Suppliers and advisors on a need-to-know basis for the proper fulfilment of the Contract, provided that these persons have agreed to the same confidentiality and non-disclosure obligations or are subject to statutory confidentiality obligations. The receiving Party shall treat Confidential Information with the same level of diligence and care that it applies to its own confidential information, and in any event with no less skill and care than that of a diligent businessperson. No Party shall make any property rights registration with respect to Confidential Information of the other Party.
    • 11.2. For the purposes of the Contract “Confidential Information” shall mean:
      • 11.2.1. Status, content and results of the negotiations between the Parties relating to the Contract;
      • 11.2.2. All information of any kind (irrespective of whether it is named or indicated as being confidential or a trade or business secret), which
        (a) Was or is made available to the receiving Party by the disclosing Party or by third parties commissioned by the disclosing Party in the context of the implementation of the Contract – be it in oral, written, electronic or other format, or
        (b) Comes to the knowledge of the receiving Party during the implementation of the Contract;
      • 11.2.3. The intellectual property rights of each Party; and
      • 11.2.4. All reports, analyses, technical operational documentation, compilations, memos, summaries, notes, excerpts or other materials in oral, written, electronic or other format that entail information within the meaning of the preceding Sub-sections, or that are based on such information and which
        (a) were or are made available to the receiving Party by the disclosing Party or by third parties commissioned by the disclosing Party in the context of the implementation of the Contract, or
        (b) the receiving Party has obtained or will obtain, has created or will create, during the implementation of the Contract.
    • 11.3. The foregoing provisions do not limit the rights of the Parties to the extent that:
      • 11.3.1. Usage or disclosure of Information is required for the fulfilment of obligations or the exercise of rights under the Contract;
      • 11.3.2. Usage or disclosure of Confidential Information is required by law or due to court or administrative order and the Party obliged thereunder has informed the other Party thereof in writing without undue delay; or
      • 11.3.3. The affected Party has given its prior written consent to a disclosure of its Confidential Information.
    • 11.4. Further, the foregoing provisions do not limit the disclosure of Confidential Information, if and to the extent that:
      • 11.4.1. The receiving Party can establish that the Confidential Information was known to it prior to the disclosure or knowledge without use of the Confidential Information or has been developed by it independently from the Confidential Information;
      • 11.4.2. The Confidential Information, at the time of disclosure or knowledge by the receiving Party, is already or becomes publicly known or accessible without violation of the Contract or other confidentiality obligations of the receiving Party;
      • 11.4.3. The receiving Party has obtained the Confidential Information from a third party without violation of a confidentiality obligation towards the disclosing Party or of another confidentiality obligation; or
      • 11.4.4. The receiving Party discloses the Confidential Information to its auditors or legal advisers or other persons that are bound to confidentiality obligations due to their professional rules.
    • 11.5. The foregoing confidentiality obligations apply until the Contract terminates and for a period of five (5) years after the Contract termination.
    • 11.6. The terms of this Section are intended to augment or complement any existing or prior confidentiality agreement between the Parties and does not supersede or supplant any prior or existing agreements relating to the confidentiality of Confidential Information. Any other confidentiality or non-disclosure agreement between the Parties shall remain undisturbed and in full force and effect according to its own terms.

12. Intellectual Property, Trademarks and Logos

    • 12.1. The Parties agree that Hildebrand exclusively owns and reserves all right, title and interest in and to the Services, Hildebrand's properties, software, other inventions whether patentable, copyrightable or protectable as trade secrets, or otherwise subject to intellectual property rights and Hildebrand's Confidential Information. For the avoidance of doubt, Hildebrand’s intellectual property includes all hardware and software, applications, platforms (including as configured, integrated and implemented for the Services), solutions, databases, algorithms, data storage and processing, security postures and networks, including, in particular, designs, copyrightable works, ideas, inventions and technology, as well as other trade and business secrets and work products (including, without limitation, software, design or performance specifications, reports and other documentation) comprising or related to the Hildebrand Services and any related work-in- progress, improvements, subsequent releases, derivative works of or modifications to the foregoing), that are or were created and/or worked on by Hildebrand (alone or with others) at any time.
    • 12.2. The Parties further agree that the Customer exclusively owns and reserves all right, title and interest in and to the Customer’s data, applications and Confidential Information.
    • 12.3. All title (intellectual property rights) in work products (including but not limited to any configuration of the Services, the Glow Metering System or any other software used by Hildebrand), in particular all usage and exploitation rights under copyright law and rights in inventions and technical property rights shall vest exclusively in Hildebrand, no matter whether and to what extent the work products are based on requirements or contributions of the Customer.
    • 12.4. Except for the limited usage rights explicitly granted in the Contract all intellectual property rights as well as all other rights, interest and claims in relation to the Services, the Glow Metering System and other software used by Hildebrand in this context shall remain with Hildebrand.
    • 12.5. Both Parties authorise the shared use of their name and logo whereby Hildebrand authorises the Customer to use the Hildebrand logo and name to identify Hildebrand as the service provider and the Customer authorises Hildebrand to use the Customer’s name and logo including but not limited to the use on Hildebrand’s website and external promotional materials solely to identify the Customer as a Hildebrand customer. Both Parties authorise a shared press release to identify each other as service provider and customer, subject to joint written approval of the text of the press release.
    • 12.6. If Hildebrand, acting reasonably, considers any promotional material produced by the Customer to be inappropriate, inaccurate, or misleading, Hildebrand reserves the right to require the Customer to amend or remove such material.

13. Miscellaneous Provisions

    • 13.1. Notwithstanding any subcontracting by the Parties, neither Party may assign or otherwise transfer the Contract or any part thereof without prior written consent of the other Party. Such consent shall not be unreasonably delayed or withheld.
    • 13.2. If any provision of the Contract shall be invalid, illegal or unenforceable, the validity of the remaining provisions of the Contract shall not be affected. The invalid, illegal or unenforceable provision shall be replaced by a provision that comes as close as possible to fulfilling the commercial purpose of the invalid or unenforceable provision. The same shall apply if the Parties subsequently discover that the Contract contains an omission.
    • 13.3. For purposes of all provisions within these Terms, the words "and" and "or" shall apply interchangeably to be as exclusive or inclusive as possible, depending on the context.
    • 13.4. Unless otherwise specifically stated, any provision in these Terms that is expressed in terms of the plural shall, in its application to the singular, be read with the necessary changes to express the singular, and vice versa.
    • 13.5. Force Majeure
      • 13.5.1 Non-performance of either Party's obligations pursuant to this Contract or delay in performing same shall not constitute a breach of this Contract if, and for as long as, it is solely due to a force majeure event, including, but not being limited to, governmental action or requirement of a governmental, regulatory or administrative authority, political sanctions or embargos, lockouts, strikes, shortage of transportation, war, rebellion or other military action, fire, flood, natural catastrophes or any other obstacles that a Party is not able to overcome with reasonable efforts, or non-performance of obligations by a third party other than a Customer. If such force majeure event continues for more than four (4) months, either Party shall have the right to terminate this Contract with immediate effect by written notice. In no event shall force majeure excuse non-payment for Products and Services already rendered.
      • 13.5.2. The Party claiming non-performance or requesting to terminate the Contract based on a force majeure event shall provide reasonable documented evidence of the force majeure and of the circumstances arising from the force majeure event that give rise to the non-performance of such Party's obligations