Terms of service

These terms of service are the contract between you and North Building Technologies Ltd. (“North”, “us”, “we”, etc). By visiting or using The Website, or signing up for Commander Hub, you agree to be bound by them.

We are North Building Technologies Limited, a company registered in England, number 3003136.

Our address is 6-7 Lovers Walk, Brighton BN1 6AH

VAT Registration Number: GB 658 8561 80

You are: Anyone who uses The Website or Commander Hub.

Please read this agreement carefully and save it. If you do not agree with it, you should leave The Website and stop using Commander Hub immediately.

These are the agreed terms

Definitions

“Content”

means the content that is encountered as part of your experience on The Website. It may include, among other things: text, images, sounds, videos and animations.

“Intellectual Property”

means intellectual property owned by us, of every sort, whether or not registered or registrable in any country, including intellectual property of all kinds coming into existence after today; and including, among others, patents, trade marks, unregistered marks, designs, copyrights, software, domain names, discoveries, creations and inventions, together with all rights which are derived from those rights.

“The Website”

means the websites located at www.cmdrhub.com and www.commanderhub.com.

“Subscription Service”

means any subscription to a service available from The Website, whether free or charged.

“Commander Hub”

means all of the services available from The Website, including any Subscription Service, for use in conjunction with North Devices and in other ways we provide.

“Device”

North Commander building controller.

“Device Data”

Data sent by a Device to Commander Hub, such as building management and environmental data.

Interpretation

In this agreement unless the context otherwise requires:

1. a reference to a person includes a human individual, a corporate entity and any organisation which is managed or controlled as a unit;
2. a reference to a person includes reference to that person’s successors, legal representatives, permitted assigns and any person to whom rights and obligations are transferred or passed as a result of a merger, division, reconstruction or other re-organisation involving that person;
3. in the context of permission, “may not” in connection with an action of yours, means “must not”;
4. the headings to the paragraphs and schedules (if any) to this agreement are inserted for convenience only and do not affect the interpretation;
5. any agreement by either party not to do or omit to do something includes an obligation not to allow some other person to do or omit to do that same thing;
6. any obligation of any person arising from this agreement may be performed by any other person;
7. a reference to an act or regulation includes new law of substantially the same intent as the act or regulation referred to;
8. these terms of service apply to all supplies of Commander Hub by us. They prevail over any terms proposed by you;
9. this agreement is made only in the English language. If there is any conflict in meaning between the English language version of this agreement and any version or translation of this agreement in any other language, the English language version shall prevail.

Basis of Contract

1. In entering into this contract you have not relied on any representation or information from any source except the definition and explanation of Commander Hub given on The Website.
2. Subject to these terms or service, we agree to provide to you some or all of Commander Hub described on The Website.
3. So far as we allow use of our Intellectual Property, we grant a licence to you, limited to the terms set out in this agreement.
4. We may change this agreement and / or the way we provide Commander Hub, at any time. If we do:
1. the change will take effect when we make it available on The Website;
2. you agree to be bound by any changes. If you do not agree to be bound by them, you should not use The Website or Commander Hub.

Your account and personal information

1. When you visit The Website, you accept responsibility for any action done by any person using your name, account or password. You should take all necessary steps to ensure that the password is kept confidential and secure and should inform us immediately if you have any reason to believe that your password has become known to anyone else, or if the password is being, or is likely to be, used in an unauthorised manner.
2. You agree that you have provided accurate, up to date, and complete information about yourself. We are not responsible for any error made as a result of such information being inaccurate.
3. You agree to notify us of any changes in your information immediately it occurs. If you do not do so, we may terminate your account.

Fees and payment

Access to The Website and main features of Commander Hub are available without fee.

Add-on Subscription Services may be provided for a fee. You shall pay all applicable fees in connection with the Subscription Service selected by you in accordance with the Terms of Sale.

How we handle your information

1. Our privacy policy is strong and precise. It complies fully with the Data Protection Act 2018 which is at www.cmdrhub.com/privacy
2. Please notify us of any security breach or unauthorised use of your account.

Restrictions on how you may use Commander Hub

You agree that you will not use or allow anyone else to use The Website or Commander Hub to contribute Content or undertake any activity which is or may:

1. be unlawful, or tend to incite another person to commit a crime;
2. be obscene, offensive, threatening, violent, malicious or defamatory;
3. be abusive, harass, or inflict technology-facilitated coercive control;
4. be sexually explicit or pornographic;
5. be likely to deceive any person or be used to impersonate any person, or to misrepresent your identity, age or affiliation with any person.

Security of The Website

1. If you violate The Website we shall take legal action against you.
2. You now agree that you will not, and will not allow any other person to:
1. modify, copy, or cause damage or unintended effect to any portion of The Website, or any software used within it;
2. link to The Website in any way that would cause the appearance or presentation of The Website to be different from what would be seen by a user who accessed The Website by typing the URL into a standard browser;
3. download any part of The Website, without our express written consent;
4. collect or use any information obtained from or about The Website or the Content except as intended by this agreement;
5. aggregate, copy or duplicate in any manner any of the Content or information available from The Website, other than as permitted by this agreement or as is reasonably necessary for your use of Commander Hub;
6. share with a third party any login credentials to The Website.
3. Despite the above terms, we now grant a licence to you to:
1. create a hyperlink to The Website for the purpose of promoting an interest common to both of us. You can do this without specific permission. This licence is conditional upon your not portraying us or any product or service in a false, misleading, derogatory, or otherwise offensive manner. You may not use any logo or other proprietary graphic or trademark of ours as part of the link without our express written consent;
2. copy the text of any page for your personal use in connection with the purpose of The Website or Commander Hub;
3. save a copy of Device Data collected by Commander Hub.

Termination

1. We may terminate this agreement:
1. at any time, for any reason, with immediate effect by sending you a notice to that effect by email or post;
2. immediately, without notice, on account of your failure to comply with these terms.
2. Termination by either party shall have the following effects:
1. your account and right to use Commander Hub immediately ceases.

Interruption to Commander Hub

1. If it is necessary for us to interrupt Commander Hub, we will give you reasonable notice where this is possible and when we judge the down time is such as to justify telling you.
2. You acknowledge that Commander Hub may also be interrupted for many reasons beyond our control.
3. You agree that we are not liable to you for any loss, foreseeable or not, arising from any interruption to Commander Hub.

Intellectual Property

You agree that at all times you will:

1. not cause or permit anything which may damage or endanger our title to the Intellectual Property;
2. notify us of any suspected infringement of the Intellectual Property;
3. indemnify us for any loss or expense arising from your misuse of the Intellectual Property;
4. on the expiry or termination of this agreement immediately stop using the Intellectual Property except as expressly authorised by us in writing;
5. not use any name or mark similar to or capable of being confused with any name or mark of ours;
6. so far as concerns software provided or made accessible by us to you, you will not:
1. copy, or make any change to any part of its code;
2. use it in any way not anticipated by this agreement
3. give access to it to any other person than you, the licensee in this agreement
4. in any way provide any information about it to any other person or generally.
7. not use the Intellectual Property except directly in our interest.

Storage of data

1. We assume no responsibility for the deletion or failure to store or deliver email or other messages.
2. We may, from time to time, set a limit on the amount of data you may send, store, or receive through Commander Hub. We may delete Device Data in excess of that limit. We shall give you notice of any change to your limit, except in an emergency.
3. You accept that we cannot be liable to you for any such deletion or failure to deliver to you.
4. We maintain reasonable procedures for general backup of data for our own purposes but we give no warranty that your data will be saved or backed up in any particular circumstances unless we have made specific contractual arrangements with you in writing.

Disclaimers and limitation of liability

1. The law differs from one country to another. This paragraph applies so far as the applicable law allows.
2. All implied conditions, warranties and terms are excluded from this agreement. If in any jurisdiction an implied condition, warrant or term cannot be excluded, then this sub paragraph shall be deemed to be reduced in effect, only to the extent necessary to release that specific condition, warranty or term.
3. We make no representation or warranty that The Website or Commander Hub will be:
1. useful to you;
2. of satisfactory quality;
3. fit for a particular purpose;
4. available or accessible, without interruption, or without error.
4. We claim no expert knowledge in any subject. We disclaim any obligation or liability to you arising directly or indirectly from information you take from The Website.
5. You agree that in any circumstances when we may become liable to you, the limit of our liability is the amount you have paid us in the immediately preceding 12 month period for the Subscription Service concerned.
6. Except in the case of death or personal injury, our total liability under this agreement, however it arises, shall not exceed the sum of £1,000.
7. We shall not be liable to you for any loss or expense which is:
1. indirect or consequential loss;
2. economic loss or other loss of turnover, profits, business or goodwill, even if such loss was reasonably foreseeable or we knew you might incur it.
8. This paragraph (and any other paragraph which excludes or restricts our liability) applies to our directors, officers, employees, subcontractors, agents and affiliated companies (who may enforce this provision under the Contracts (Rights of Third Parties) Act 1999, as well as to us.

You indemnify us

You agree to indemnify us against all costs, claims and expense arising directly or indirectly from:

1. your failure to comply with the law of any country;
2. your breach of this agreement;
3. any act, neglect or default by any agent, employee, licensee or customer of yours;
4. a contractual claim arising from your use of Commander Hub;
5. a breach of the intellectual property rights of any person;
6. For the purpose of this paragraph you agree that the cost of our management and technical time is properly recoverable and can reasonably be valued at £100.00 per hour without further proof.

Dispute resolution

The following terms apply in the event of a dispute between the parties:

1. If you are not happy with Commander Hub or have any complaint then you must tell us by email message to support@northbt.com.
2. Detailed information about our complaint handling procedure is available on request.
3. If a dispute is not settled as set out above, we hope you will agree to attempt to resolve it by engaging in good faith with us in a process of mediation or arbitration.

Miscellaneous matters

1. You undertake to provide to us your current e-mail address as often as it is changed together with all information that we may require to enable us to fulfil our obligations under this contract.
2. If any term or provision of this agreement is at any time held by any jurisdiction to be void, invalid or unenforceable, then it shall be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it shall be binding in that changed or reduced form. Subject to that, each provision shall be interpreted as severable and shall not in any way affect any other of these terms.
3. The rights and obligations of the parties set out in this agreement shall pass to any permitted successor in title.
4. If you are in breach of any term of this agreement, we may:
1. terminate your account and refuse access to The Website;
2. remove or edit Content, or cancel any order at our discretion;
3. issue a claim in any court.
5. Any obligation in this agreement intended to continue to have effect after termination or completion shall so continue.
6. No failure or delay by any party to exercise any right, power or remedy will operate as a waiver of it nor indicate any intention to reduce that or any other right in the future.
7. Any communication to be served on either of the parties by the other shall be delivered by hand or sent by first class post or recorded delivery or by e-mail. It shall be deemed to have been delivered:
• if delivered by hand: on the day of delivery;
• if sent by post to the correct address: within 72 hours of posting;
• if sent by e-mail to the address from which the receiving party has last sent e-mail: within 24 hours if no notice of non-receipt has been received by the sender.
8. This agreement does not give any right to any third party under the Contracts (Rights of Third Parties) Act 1999 or otherwise, except that any provision in this agreement which excludes or restricts the liability of our directors, officers, employees, subcontractors, agents and affiliated companies, may be enforced under that Act.
9. Neither party shall be liable for any failure or delay in performance of this agreement which is caused by circumstances beyond its reasonable control, including any labour dispute between a party and its employees.
10. In the event of any conflict between any term of this agreement and the provisions of the articles of a limited company or any comparable document intended to regulate any other corporate or collective body, then the terms of this agreement shall prevail.
11. The validity, construction and performance of this agreement shall be governed by the laws of England and Wales and you agree that any dispute arising from it shall be litigated only in that country.