edalso General Terms and Conditions of Contract

Version 2.0 · In force from: 1 November 2026

Who we are and to whom these Terms apply

Edalso Technologies, S.L. (“edalso”), with Tax ID (NIF) B16898900 and registered office at Calle Pompeu Fabra, 20, 08232 Viladecavalls (Barcelona, Spain), registered in the Barcelona Commercial Registry, volume 48005, folio 91, sheet B 569190. Contact: info@edalso.com · Technical support: support@edalso.com.

These General Terms and Conditions of Contract (the “Terms”) govern:

access to and use of the edalsoBMS platform;
the purchase and sale of the edalsoOne and edalsoEcho devices; and
the resale of these products by customers to third parties.

These Terms are addressed exclusively to businesses and professionals contracting for the purposes of their business or professional activity. They do not apply to consumers.

1. Definitions

Words beginning with a capital letter have the meaning given to them below, in both the singular and the plural.

Activation: the registration of a Gateway on the Platform. The Subscription for that Gateway is charged from its Activation.
Data Processing Agreement or DPA: the annex to these Terms that governs the processing of personal data carried out by edalso on behalf of the Customer.
Customer: the business or professional that contracts any of the Products or Services with edalso, including Distributors.
End Customer: any natural or legal person, other than the Customer, to whom the Customer gives access to the Products or to whom it provides services using them, such as its own customers, tenants or the occupants of buildings.
Special Terms: the written agreements signed by edalso and a specific Customer that supplement or modify these Terms.
Configuration: any setting, rule, automation, Flow, schedule, calendar, set point, scene, alarm, template, integration, permission or parameter established on the Platform or in the Hardware, regardless of who physically enters it, including edalso when acting on the Customer’s instructions.
Contract: the set of documents described in clause 2.
Business Day: Monday to Friday, excluding national public holidays, public holidays in Catalonia and local public holidays in the municipality of edalso’s registered office. Where these Terms or their annexes refer simply to “days”, they mean calendar days.
Customer Data: the data that the Customer, its Users, its End Customers or the Equipment generate, enter or transmit through the Products.
Distributor: a Customer that acquires Products in order to resell them, or to integrate them into the products or services it offers to third parties.
Documentation: the installation and user manuals, technical data sheets, guides and instructions that edalso publishes or provides in relation to the Products, as updated from time to time.
edalsoEcho: a device that creates an additional, independent Zigbee network and is connected to the Gateway by network cable.
Equipment: the building’s installations and appliances that are connected, directly or indirectly, to the Hardware or to the Platform, such as HVAC, lighting, access systems, blinds, meters or sensors, including those of other manufacturers.
Gateway: the edalsoOne device, which connects the Equipment of a building to the Platform.
Hardware: the Gateway, edalsoEcho and any other device sold by edalso.
Order: the offer or quotation from edalso accepted by the Customer, or the order from the Customer accepted by edalso, in writing or by electronic means, setting out the Products or Services, the quantities and the prices. A request for the Activation of a new Gateway is also deemed to be an Order.
Platform: the edalsoBMS software, accessible remotely as a cloud service through the web portal and the mobile app, including the software and firmware installed in the Hardware, its application programming interfaces (APIs) and its updates.
Products: the Platform and the Hardware.
Services: the one-off work that the Customer contracts in an Order, such as training, assistance with commissioning or Configuration to order.
SLA: the annex to these Terms that governs the availability of the Platform and technical support.
Subscription: the right to use the Platform for each activated Gateway, which is paid periodically.
User: a person authorised by the Customer to access the Platform with their own credentials, whether an employee of the Customer, of its suppliers or of its End Customers.

References to “including” or “such as” are examples and do not limit the scope of the sentence.

2. Contract documents and order of precedence

2.1. The Contract between edalso and the Customer consists of the following documents:

the Special Terms, if any;
these Terms, with their annexes, the SLA and the DPA; and
the Order or Orders.

2.2. These Terms prevail, unless edalso and the Customer sign Special Terms. In that case:

the Special Terms prevail over these Terms only in respect of the matters they expressly govern; and
these Terms apply to everything not governed by the Special Terms.

2.3. The Order serves only to establish the Products or Services, the quantities, the prices and the time limits. An Order cannot modify these Terms. Anything in an Order that is contrary to them will have no effect.

2.4. The SLA and the DPA form part of these Terms. In matters of personal data protection, the DPA prevails. With regard to the availability of the Platform and technical support, the SLA implements these Terms, but it cannot extend edalso’s liability beyond what is provided for in clause 19.

2.5. The Customer’s general terms and conditions of purchase and any other document of the Customer (orders, supplier portals, codes of conduct, letters or emails) are excluded, even if they are mentioned in an Order, attached to it or describe themselves as taking precedence. They will apply only if edalso expressly accepts them in signed Special Terms. The fact that edalso does not object to them, accepts an order that mentions them or begins to perform it does not constitute acceptance of them.

3. Acceptance

3.1. edalso makes these Terms and their annexes available to the Customer before the contract is entered into: it publishes the Terms at https://www.edalso.com/es/tyc and the SLA on its website, and mentions or attaches them in its offers and quotations. The DPA is available on the Platform, and edalso provides it before the contract is entered into to anyone who requests it. The Customer may download and print them.

3.2. The Customer accepts these Terms, expressly and in full, by performing any of the following acts:

signing or accepting in writing, including by email, an Order that mentions them;
ticking the acceptance box on the Platform; or
requesting the Activation of a Gateway or placing an order for Hardware with edalso.

3.3. Acceptance by electronic means (email, acceptance box, electronic signature, or identification codes or passwords) has the same value as a handwritten signature.

3.4. The version in force of these Terms always applies. When edalso updates them, the new version applies to all Customers, including those who contracted earlier, under the terms of clause 22.

3.5. Users do not have to accept these Terms in order to use the Platform. The Customer undertakes to ensure that Users and End Customers comply with them, and is liable to edalso for their use, in accordance with clause 8.

3.6. The Customer declares that it is contracting in the course of its business or professional activity. If edalso finds that the Customer is acting as a consumer, it may reject or cancel the Order.

4. The Platform

4.1. Licence of use. While the Subscription for each Gateway is active, edalso grants the Customer a non-exclusive, non-transferable (except as provided in clause 9.7 for the firmware) and limited right to use the Platform for that Gateway, for its business activity and to provide services to its End Customers in accordance with clause 8. The Customer does not acquire any ownership rights over the Platform (clause 16).

4.2. Accounts and Users. The Customer creates its Users’ accounts and decides their permissions. Access credentials are personal and confidential. Any access or action carried out with the credentials of the Customer or of its Users is deemed to have been carried out by the Customer, which is liable for it. The Customer must notify edalso immediately if it suspects the loss, theft or unauthorised use of its credentials. edalso is not liable for any damage caused by a lack of care on the part of the Customer or its Users in safeguarding their credentials, and may invoice the Customer for the checks and repairs required following unauthorised use.

4.3. Customer’s logo. The Customer may display its logo on the Platform. The Customer warrants that it has the right to use it. This does not make the Platform a white-label product: edalso’s trademarks and notices must remain visible.

4.4. Updates. edalso updates the Platform and the Hardware firmware, including remotely, whenever it considers appropriate. Updates are mandatory: the Customer may not object to them or block them. edalso does not carry out bespoke development.

4.5. Changes to features. edalso may modify, replace or withdraw features of the Platform. If a change removes an essential feature, edalso will give reasonable advance notice, and the Customer may cancel in accordance with clause 14.

4.6. Prohibited uses. The Customer may not, nor allow its Users or End Customers to:

copy, modify, adapt or translate the Platform or the firmware, or create derivative works;
decompile the Platform or the firmware, reverse engineer them or attempt to access their source code;
circumvent or disable security measures or usage limits;
introduce viruses or malicious code, or carry out penetration tests without edalso’s written authorisation;
upload or process unlawful data or data that infringes third-party rights;
use the Products to develop a product or service that competes with them;
overload the Platform or access it by automated means outside the application programming interfaces (APIs) offered by edalso;
tamper with, open or modify the Hardware beyond what the Documentation permits; or
resell, assign or make the Products available to third parties other than as permitted in clause 8.

If the Customer breaches this clause, edalso may immediately suspend the access of the Users involved or, if necessary to protect the Platform or other customers, that of the Customer, and terminate the Contract in accordance with clause 14.

5. The Platform is delivered empty: Configuration is the Customer’s responsibility

5.1. edalso makes the Platform available to the Customer as a tool. edalso does not decide on, review or validate the Configuration.

5.2. All Configuration is the sole decision and responsibility of the Customer, whoever enters it: the Customer itself, its Users, its End Customers, its installers or edalso when acting on its instructions.

5.3. The Customer is liable for all the consequences of the Configuration, whatever they may be. By way of example, and without the list limiting the rule:

breakdowns, wear or malfunction of the Equipment;
consumption of energy, water or other resources, and the associated costs;
temperature, air quality, lighting and comfort;
opening, closing or locking of access points, blinds or other elements;
non-compliance with technical standards, energy efficiency standards or any other regulations applicable to the building or to its activity; and
damage to persons or property resulting from the Configuration.

5.4. Before putting any Configuration into operation, the Customer must check that it is compatible with the instructions and limits of the manufacturers of the Equipment and with the applicable regulations, and test it. It must also review it periodically.

5.5. Configuration carried out by edalso. When edalso carries out a Configuration on the Customer’s behalf, it does so following the Customer’s instructions. The Customer must review and approve it before putting it into operation. If the Customer puts it into operation, or does not communicate objections in writing within 5 Business Days, it is deemed validated. In any event, responsibility for the Configuration remains with the Customer.

5.6. The templates, examples, recommendations and estimates (including energy savings estimates) provided by edalso are for guidance only. edalso does not guarantee any specific result.

5.7. Sole exception. If it is proven that the Platform or the Hardware executed something different from the Configuration due to a failure attributable to edalso, clause 19 (liability) will apply, with its limits.

6. edalso is not a safety or security system

6.1. The Platform and the Hardware are not, do not replace and do not supplement any fire detection or extinguishing, intrusion, alarm, security access control, emergency or personal or property protection system. Nor are they a staff monitoring or geolocation system. Camera viewing and notifications with images are auxiliary functions: they do not replace a professional video surveillance or alarm system or an alarm receiving centre.

6.2. Access points. If the Customer uses the Products to open or close doors, barriers, locks or other access points, it warrants that there is at all times a manual or emergency opening mechanism independent of the Platform, in accordance with the applicable regulations, so that no person can be locked in or left without an exit as a result of a failure, an outage or a suspension of the service.

6.3. Equipment protections. The Equipment must have its own safety protections (for example, safety thermostats, limiters or emergency stops), which the Platform does not replace. The Customer must not use the Products to control Equipment whose failure could endanger persons without independent protection systems.

6.4. Alarms and notifications. The Platform’s alarms and notifications are for information purposes. They may be delayed or fail to arrive, for example because of an internet outage. They must not be the only means of detecting risk situations.

7. Installation and the Customer’s environment

7.1. Installation. The installation, connection and commissioning of the Hardware are the responsibility of the Customer, at its own expense, or of its installer, who must follow the Documentation and the applicable regulations. edalso is not liable for any damage caused by defective installation, connection or positioning, or by use contrary to the Documentation.

7.1 bis. Location of the Hardware. The Hardware must be installed in a dry place with sufficient ventilation, within the temperature and humidity ranges stated in the Documentation, away from heat sources, water and flammable materials, and without covering it or enclosing it in unventilated spaces. This prevents it from overheating, which could damage the device or create a risk to persons or property. The Customer is liable for the consequences of failing to comply with these conditions.

7.2. Technical requirements. For the service to work, the Hardware must be continuously connected to the mains electricity supply (230 V) and to the internet by cable, 24 hours a day, 365 days a year. The electricity, the internet connection, the local network and the network devices (routers, firewalls, etc.) are the responsibility of the Customer, which bears their costs.

7.3. The Customer’s Equipment and networks. The Customer is responsible for ensuring that its Equipment, networks and installations are in good condition, maintained and compatible with the Products. edalso is not liable for the operation, breakdowns or maintenance of the Equipment.

7.4. Permission to connect the Equipment. The Customer warrants that it has the right to connect the Equipment to the Products and that it has, where necessary, the authorisation of the owners of the building and of the manufacturers of the Equipment. The Customer authorises edalso to interact with the Equipment solely in order to provide the service. The Customer will indemnify and hold edalso harmless against any third-party claim on this ground.

7.5. Third-party services. If the Customer connects the Platform to third-party software, platforms or services (for example, through the API), it does so at its own risk. edalso is not liable for their operation, their security or the use they make of the data they receive.

7.6. Internet and utilities. edalso is not liable for outages, delays or failures of the internet, telecommunications networks, the electricity supply or other services beyond its control.

8. Resale: End Customers and Distributors

8.1. Permitted resale. The Customer may give its End Customers access to the Products and provide them with services using the Products, as part of its own offering, without the need for edalso’s prior authorisation. The Customer sets its prices freely.

8.2. edalso does not contract with End Customers. End Customers contract only with the Customer. edalso has no contractual relationship with them and assumes no obligation towards them.

8.3. Customer’s obligations. The Customer must:

pass on to its End Customers, as a minimum, clauses 4.6 (prohibited uses), 5 (Configuration), 6 (not a safety or security system) and 7 (installation and environment), and limitations of liability equivalent to those in clause 19;
be liable to edalso for everything done by its Users and its End Customers as if it had done it itself; and
deal with its End Customers. edalso’s technical support is provided to the Customer only.

8.4. Indemnity. The Customer will indemnify and hold edalso harmless against any claim by its Users or its End Customers relating to the Products, except to the extent that the damage is due to a breach by edalso, in which case clause 19 will apply.

8.5. No assignment of the right of resale. The Customer may not assign the right of resale to third parties or appoint sub-distributors without edalso’s written authorisation.

8.6. Trademarks. The Customer may use edalso’s name and trademarks only to identify the Products. It may not remove or modify the trademarks on the Hardware or on the Platform, except to add its logo in accordance with clause 4.3.

8.7. Distributors. In addition to the above:

the Distributor acts in its own name and on its own account, not on behalf of edalso, and may not bind edalso to anything that goes beyond these Terms;
any warranty, time limit, service level, penalty or liability that the Distributor offers its customers over and above what is provided for in these Terms is borne exclusively by the Distributor; and
the Distributor must provide its customers with the Documentation and the safety information in clauses 6 and 7.

9. Sale of Hardware

9.1. Orders. Orders for Hardware are placed in writing and are binding on edalso only once it confirms them. edalso may reject an order if the Customer has outstanding payments.

9.2. The Hardware needs the Platform. The Hardware is designed to work with the Platform. Without an active Subscription, the Hardware does not work, including during a suspension of the service (clause 13). It works again if a new Subscription is activated.

9.3. Delivery times. Delivery times are approximate. A delay does not give rise to any right to compensation or penalties, unless agreed in Special Terms. If the delay exceeds 60 days, the Customer may cancel the part of the order pending delivery and recover what it has paid for that part.

9.4. Delivery and risk. Unless otherwise agreed, the Hardware is delivered at edalso’s offices or at the place that edalso indicates when confirming the order (Ex Works, Incoterms 2020). If edalso arranges transport at the Customer’s request, it does so on the Customer’s account and at the Customer’s risk. The risk of loss or damage passes to the Customer when the Hardware is placed at its disposal or handed over to the carrier. Import formalities, duties and taxes outside Spain are borne by the Customer.

9.5. Inspection on receipt. The Customer must inspect the packages on receipt, in the presence of the carrier, and note on the delivery note any visible damage or shortfall. Any claim for transport damage, shortfalls or delivery errors must be made in writing within 7 Business Days of delivery. After that period, the Hardware is deemed to have been received in conformity, without prejudice to the warranty for non-visible defects (clause 10).

9.6. Ownership. The Hardware remains the property of edalso until it has been paid for in full. In the meantime, the risk lies with the Customer in accordance with clause 9.4.

9.7. Firmware. The Hardware firmware is not sold: the Customer receives a right of use in accordance with clauses 4 and 16, which is transferred together with the device when the Customer resells it.

9.8. Returns. Returns are not accepted, except under the warranty in clause 10 or in the event of a shipping error by edalso. In the latter case, edalso bears the return costs.

10. Hardware warranty

10.1. Period. edalso warrants the Hardware against defects in materials or workmanship that prevent it from working in accordance with the Documentation, for 24 months from its delivery to the Customer.

10.2. Only for those who bought from edalso. The warranty is provided solely to the Customer that bought the Hardware directly from edalso. Anyone who acquires it through a Distributor must contact that Distributor, which is liable for any warranty it has given itself. In the case of Distributors, the period of edalso’s warranty runs from edalso’s delivery to the Distributor, not from its resale.

10.3. What edalso does. If the defect is covered, edalso replaces the device with a new one with equal or better performance. This is edalso’s only obligation under the warranty.

10.4. How to make a claim.

The Customer writes to support@edalso.com with the purchase invoice, the device’s serial number and a precise description of the problem, with photographs if necessary.
edalso makes an initial diagnosis, remotely if possible. If the device needs to be examined, the Customer sends it to edalso, paying the shipping costs in advance.
edalso examines the device and communicates its decision to the Customer.
If the defect is covered, edalso sends the new device at its own expense and refunds the Customer the shipping costs it paid in advance. If it is not covered, edalso returns the device to the Customer at the Customer’s expense.

10.5. What the warranty does not cover.

call-outs, fault finding, dismantling, assembly, reinstallation, Configuration or any other labour in the building;
the time during which the device cannot be used;
damage caused by incorrect installation or connection, a location without sufficient ventilation (clause 7.1 bis), power surges, water, impacts, extreme temperatures or any use contrary to the Documentation;
devices that have been opened, tampered with or repaired by third parties without edalso’s written authorisation, or whose serial number has been erased or is illegible;
normal wear and tear; and
failures of the Equipment, the networks or other elements unrelated to the Hardware.

10.6. Replacement devices. A device delivered as a replacement is covered for the time remaining on the warranty of the original device. The replacement does not start a new warranty period.

10.7. Serial defects. edalso is only obliged to replace the units that actually fail during the warranty period. It does not have to replace preventively other units of the same batch or model that are working correctly, unless edalso decides to carry out a voluntary recall or this is required by an authority.

10.8. Limit. The warranty in this clause is the Customer’s sole remedy for defects in the Hardware. For any defect or lack of conformity of the Hardware, including latent defects, edalso’s liability will not exceed the price, excluding VAT, that the Customer paid to edalso for the defective unit. This does not affect liability that the law does not allow to be limited (clause 19).

11. Availability and support

11.1. Availability. edalso endeavours to ensure that the Platform is available 99.5% of the time each month. This is a target, not a guarantee. The automations configured in the Gateway continue to work in the building even if the Platform is not available. This does not apply if the Gateway does not have an active Subscription or is suspended: in that case, the Gateway and the Hardware connected to it stop working (clauses 9.2 and 13).

11.2. Obligation of means. edalso uses reasonable means to ensure that the Platform works properly, but does not guarantee that it will work without interruptions or errors, or that it will be fit for any particular purpose of the Customer other than that described in the Documentation.

11.3. Maintenance. edalso may interrupt the Platform to carry out maintenance work. It will give advance notice of such work where possible. Urgent work (for example, for security reasons) may be carried out without notice.

11.4. Support. Technical support is provided to the Customer through support@edalso.com and the other channels that edalso indicates on the Platform, during the hours, in the languages and with the response times set out in the SLA.

11.5. What support does not include.

installation of the Hardware and the Configuration, unless contracted as Services;
the Equipment, third-party products and services, networks, the internet and the electricity supply;
training, unless contracted as a Service; and
dealing with the Users of End Customers (clause 8.3).

11.6. Problems unrelated to the Products. If edalso finds that an incident is not caused by the Products, it may invoice the time spent resolving it, provided that the Customer has previously accepted a quotation.

11.7. No compensation. The fact that the Platform is not available, or does not meet the target in clause 11.1, does not give rise to any right to compensation, discounts or damages. If the Customer is not satisfied with the service, it may cancel in accordance with clause 14.

12. Prices and payments

12.1. Prices. Prices are those in the Order or, if not stated in it, those in edalso’s current price list. They do not include VAT or other taxes, which are added on the invoice. If a tax or levy affecting the Products is created or modified, edalso may pass it on in the price.

12.2. Subscription. The Subscription is charged for each activated Gateway, according to the devices linked to it and the rate in the Order (and, if the rate so provides, for each edalsoEcho). It is charged from Activation and invoiced monthly in arrears. Each month is charged in full, even if Activation or cancellation takes place in the middle of the month: there is no proration.

12.3. Excess usage. If the Customer exceeds the limits of its rate (for example, the number of devices included), edalso will invoice the excess in accordance with the current price list. The Platform’s records serve as evidence.

12.4. Payment period and method. Unless otherwise agreed, invoices are payable within a maximum of 30 days from their date, by bank transfer or direct debit. Bank charges and currency exchange costs are borne by the Customer. The Customer may not set off or withhold payments against amounts that, in its opinion, edalso owes it.

12.5. Price adjustment. edalso may, if it so decides, adjust prices once a year in line with the Spanish Consumer Price Index (IPC), giving the Customer 60 days’ notice. Any other change to the rates will also be notified 60 days in advance, and the Customer may cancel before it applies.

12.6. Invoice disputes. The Customer has 30 days from the date of an invoice to dispute it in writing, explaining the reason. After that period, the invoice is deemed accepted. The undisputed part must be paid on time.

12.7. Late payment. Amounts not paid when due accrue, without the need for any demand, the late-payment interest and the compensation for recovery costs established by law (Spanish Law 3/2004 on combating late payment in commercial transactions), in addition to other reasonable collection costs.

13. Non-payment and suspension

13.1. Notice. If any amount is more than 1 month overdue, edalso may send the Customer a written notice, by email, stating the debt and the date from which the service will be suspended, which will be no earlier than 8 days from the notice.

13.2. Suspension of unpaid Gateways. If the Customer does not pay within that period, edalso may suspend the Subscriptions of the Gateways included in the unpaid invoices. During the suspension, those Gateways and the Hardware connected to them stop working, including all their automations, and the Customer cannot access them from the Platform. The Customer’s other Gateways continue to work. Suspension does not erase the Configuration: when the service is resumed, everything works again as before. If the Subscription or the Contract is terminated for non-payment (clause 13.7), the Configuration is erased in accordance with clause 15.1.

13.3. During the suspension.

The Customer continues to owe the fees.
The Customer must take the necessary measures for the Equipment to operate without the Platform (for example, in manual mode) and to comply with clauses 6.2 and 6.3.
The Customer is liable for the consequences of the suspension towards its End Customers and any third party. edalso is not liable for them.

13.4. Resumption. edalso will resume the service when the Customer pays the entire debt, the interest and a reconnection fee. The fee is calculated for each suspended Gateway, and is half the monthly Subscription fee for that Gateway. For example, if only one Gateway is suspended, half of its monthly fee is payable; if several are suspended, half of the fee for each one is added together.

13.5. Disputed invoices. edalso will not suspend the service in respect of the part of an invoice that the Customer has disputed in writing and in good faith in accordance with clause 12.6, provided that it pays the rest.

13.6. Acceleration. If the Customer is more than 1 month late with a payment, all outstanding amounts, even if not yet due, become immediately payable.

13.7. If the debt remains unpaid 30 days after the suspension, edalso may terminate the Subscriptions of the suspended Gateways or, if it prefers, the entire Contract, in accordance with clause 14.

14. Term and cancellation

14.1. Term. The Contract is of indefinite duration from the time the Customer accepts these Terms. There is no minimum commitment period. Each Subscription lasts from the Activation of its Gateway until it is cancelled.

14.2. Cancellation by the Customer. The Customer may cancel the entire Contract or only some Gateways whenever it wishes, by giving 30 days’ written notice, without penalty. Fees are charged until the end of that notice period; the last month is charged in full (clause 12.2).

14.3. Cancellation by edalso. edalso may cancel the Contract by giving the Customer 30 days’ written notice.

14.4. Termination for breach. Either party may terminate the Contract if the other party breaches an essential obligation and does not remedy the breach within 30 days of receiving written notice. edalso may terminate it with immediate effect:

in the case referred to in clause 13.7 (persistent non-payment);
if the Customer commits a serious prohibited use (clause 4.6) or damages the Platform, edalso’s intellectual property rights or its reputation; or
if the Customer is declared insolvent in insolvency proceedings (concurso de acreedores) or is in a similar situation.

14.5. Effects.

On termination, the Subscriptions are deactivated and the Hardware stops working until a new Subscription is activated (clause 9.2).
edalso invoices the fees accrued up to the date of termination (clause 12.2), which the Customer must pay.
Hardware that the Customer has paid for remains its property. Uninstalling it is the Customer’s responsibility.

15. On termination of a Subscription or of the Contract: Configuration and data

15.1. The Configuration is erased. When the Subscription for a Gateway ends, for any reason, the Configuration of that Gateway is automatically erased from the Platform. If a new Subscription is subsequently activated, it will have to be configured again. The Gateway’s backups are kept for the periods set out in the DPA.

15.2. Cancellation of a Gateway while the Contract remains in force. If the Customer cancels a Gateway but remains a customer, the data generated by the Equipment of that Gateway is kept for the periods set out in the DPA, like the rest of the Customer Data.

15.3. End of the Contract. When the Contract ends, the Customer Data is kept blocked for 12 months from termination, solely to comply with edalso’s legal obligations and to be able to deal with any claims (the period for bringing claims is 1 year, in accordance with clause 19). After that period, it is erased. Activity and security logs are kept for the periods set out in the DPA.

15.4. Export. While the Contract is in force, the Customer may export its data from the Platform (SLA, clause 10.3). During the 12 months following termination, it may ask edalso for a copy in a standard format (for example, CSV or JSON). The first copy is free of charge. If the Customer requests a special format or special work, edalso may invoice for it.

15.5. Personal data. Personal data is processed on termination in accordance with the DPA.

16. Intellectual property and data

16.1. What belongs to edalso. edalso, or whoever has granted it a licence, holds all rights in the Platform, the firmware, the design of the Hardware, the Documentation, edalso’s templates and content, its trademarks and its know-how, as well as in their updates, improvements and developments.

16.2. Nothing is assigned. The Customer receives only the right of use in clause 4.1. edalso does not carry out bespoke development. No Service, Configuration or work carried out by edalso entails the assignment to the Customer of any intellectual or industrial property rights or know-how.

16.3. Customer Data belongs to the Customer. The Customer authorises edalso, and the providers that edalso uses (for example, its hosting provider), to use the Customer Data only to the extent necessary to provide the service and perform the Contract.

16.4. Anonymous and aggregated data. edalso may obtain, from the use of the Products and from the Customer Data, anonymous and aggregated data (for example, statistics on the use of features or average consumption figures), which do not identify the Customer or any person. edalso may use such data to produce statistics, improve its products and develop new ones, including after the Contract ends. This data belongs to edalso.

16.5. Suggestions. If the Customer or its Users propose ideas, improvements or suggestions about the Products, edalso may use them freely, without paying anything and without time limit.

16.6. edalso’s rights. edalso declares that it holds the rights necessary to offer the Platform. This declaration does not entail any obligation to defend or indemnify the Customer (clause 19.7).

16.7. Third-party components. The Platform and the firmware may include third-party components, including open-source software, which are governed by their own licences.

17. Personal data protection

17.1. Each party complies with the data protection regulations applicable to it, in particular the General Data Protection Regulation (GDPR) and Spanish Organic Law 3/2018 on the Protection of Personal Data and the Guarantee of Digital Rights (LOPDGDD).

17.2. edalso as processor. With regard to the personal data processed on the Platform, the Customer is the controller (or the processor, if it processes the data on behalf of its End Customers), and edalso is its processor (or sub-processor). That processing is governed by the DPA, which the Customer accepts together with these Terms and which forms part of the Contract.

17.3. Customer’s obligations. It is the Customer’s responsibility to ensure that the processing it carries out with the Products is lawful: to have a legal basis, to inform the persons concerned (for example, the occupants of buildings where there are presence sensors) and to obtain their consent where necessary. The Customer will indemnify and hold edalso harmless against claims and penalties arising from its own breaches.

17.4. Hosting. The Platform’s data is hosted in the European Union. Some ancillary services may involve transfers outside the European Economic Area, always with the safeguards required by the GDPR (DPA, clause 6).

17.5. edalso as controller. edalso processes, as controller, the data of the Customer’s contact persons (for example, for invoicing and the commercial relationship), in accordance with its Privacy Policy. The data of the Platform’s Users is processed on behalf of the Customer, in accordance with the DPA.

18. Security

18.1. edalso applies reasonable technical and organisational measures, in accordance with the state of the art, to protect the Platform and the Customer Data against unauthorised access, loss or alteration. This is an obligation of means. The measures are described in the DPA.

18.2. The Customer is responsible for the security of its own systems, devices, networks and credentials, for those of its Users and for activating the security features offered by the Platform.

18.3. edalso will inform the Customer without undue delay of any security incidents affecting its personal data, in accordance with the DPA.

18.4. To protect the Platform, its customers or third parties, edalso may take urgent measures, such as blocking suspicious access or requiring passwords to be changed.

19. Liability

19.1. General rule. The Products are used at the Customer’s own responsibility. To the fullest extent permitted by law, edalso is not liable for any damage, direct or indirect, arising from the use of the Products or from the inability to use them.

19.2. Maximum limit. If, notwithstanding the above, edalso were held liable, its total liability, on any grounds, will not exceed, for each Gateway affected, what the Customer has paid to edalso for that Gateway, that is:

the Subscription fees paid in the 12 months preceding the event giving rise to the damage; and
if the Customer bought the Gateway directly from edalso, its price.

If the same event affects several Gateways, the amounts for the Gateways affected are added together. The fees for the edalsoEcho devices connected to a Gateway count as fees for that Gateway. If the damage is not linked to any specific Gateway (for example, in a Service or in the processing of personal data), the limit is what the Customer has paid to edalso in the 12 months preceding the event for the Product or Service affected. Only amounts paid to edalso count, not those paid to a Distributor or other third party. For the Hardware, the limit in clause 10.8 also applies.

19.3. Indirect damage. edalso is under no circumstances liable for indirect damage or economic losses such as: loss of profit, loss of business, customers, contracts, revenue or anticipated savings; loss or corruption of data; damage to reputation; business interruption; costs of replacing the Products; or fines or penalties that the Customer has to pay to third parties, including its End Customers.

19.4. Cases for which edalso is not liable. edalso is not liable for damage caused by:

the Configuration (clause 5);
the installation, the environment, the Equipment, the networks, the internet, the electricity supply or third-party services (clause 7);
use of the Products contrary to these Terms or to the Documentation;
suspension of the service for non-payment (clause 13);
orders from an authority;
force majeure (clause 21); or
the acts or omissions of the Customer, its Users, its End Customers or third parties.

19.5. Time limit for claims. The Customer may only bring a claim against edalso within 1 year of the occurrence of the event giving rise to the damage.

19.6. Indemnity by the Customer. The Customer will indemnify and hold edalso harmless, including legal fees, against any third-party claim relating to: the Customer Data; the Configuration; the acts of its Users and End Customers (clause 8.4); the third-party services it connects (clause 7.5); the connection of the Equipment (clause 7.4); and its breaches in matters of data protection (clause 17.3).

19.7. No indemnity by edalso. edalso assumes no obligation to defend or indemnify the Customer against third-party claims.

19.8. What the law does not allow to be limited. Nothing in this clause excludes or limits liability that the law does not allow to be excluded or limited, such as liability arising from wilful misconduct (dolo) or from personal injury.

19.9. Balance of the Contract. The limitations in this clause have been taken into account in setting the prices and form part of the economic balance of the Contract.

20. Confidentiality

20.1. Each party will keep secret any information of the other party that it learns of through the Contract and that is not public, including the financial terms, technical information and commercial information (the “Confidential Information”). It will use it only to perform the Contract and will share it only with the staff and providers who need it, who must maintain the same confidentiality.

20.2. Confidential Information does not include information that is public through no fault of the recipient, that the recipient already knew beforehand, that it lawfully receives from a third party or that it develops independently. It may be disclosed if required by law or by an authority, giving the other party prior notice where possible.

20.3. This obligation lasts for as long as the Contract is in force and for 3 years thereafter.

21. Force majeure

21.1. Neither party is liable for any failure to perform or delay caused by events beyond its reasonable control, such as: natural disasters, fires, floods, epidemics and pandemics, wars, acts of terrorism, riots, strikes other than by its own staff, decisions of the authorities, power or communications outages, widespread failures of the internet or of hosting providers, cyberattacks that could not have been prevented with reasonable measures, shortages of components, or the serious illness or death of key persons.

21.2. For as long as the event lasts, the obligations affected are suspended, except for the obligations to pay amounts already accrued. If it lasts more than 3 months, either party may terminate the Contract by written notice, without compensation.

22. Changes to these Terms

22.1. edalso may modify these Terms. The new version applies to all Customers, including those who contracted under a previous version.

22.2. edalso will give notice of the changes by email and on its website 30 days before they come into force. If the Customer does not agree, it may cancel without penalty before that date. If it continues to use the Products afterwards, it is deemed to accept the new version.

22.3. Changes required by law or for security reasons may be applied sooner, with notice being given as soon as possible.

23. Assignment and subcontracting

23.1. The Customer may not assign the Contract without edalso’s written authorisation.

23.2. edalso may assign the Contract to a company in its group or to whoever acquires its business or the part of it that provides the Products, except to a direct competitor of the Customer.

23.3. edalso may use providers and subcontractors (for example, for hosting) to provide the Products, and remains liable for them to the Customer in accordance with these Terms.

24. Non-solicitation of employees

For as long as the Contract lasts and for the following 12 months, the Customer will not hire, directly or through third parties, any edalso employee who has been involved in the provision of the Products or Services, without edalso’s written authorisation. If it does so, it will pay edalso compensation equal to 12 months of that employee’s gross salary.

25. Notices

25.1. Communications between the parties are made by email: those from edalso, to the address that the Customer indicates in the Order or in its account; those from the Customer, to info@edalso.com or, for support, to support@edalso.com. edalso may also communicate through the Platform.

25.2. The Customer must keep its contact details up to date. Communications sent to the last address indicated by the Customer are deemed to have been received.

26. Final provisions

26.1. Language. These Terms are drafted in Spanish. Where translations exist, the Spanish version prevails.

26.2. Governing law. The Contract is governed by Spanish law. The United Nations Convention on Contracts for the International Sale of Goods (1980 Vienna Convention) is excluded.

26.3. Courts. The parties submit to the courts and tribunals of Barcelona. However, edalso may also bring proceedings against the Customer before the courts of the Customer’s domicile.

26.4. Severability. If a court declares a clause or part of a clause void or unenforceable, the remainder remains valid. The affected part will be replaced by the provision that comes closest to its purpose within the limits permitted by law.

26.5. Entire agreement. The Contract supersedes any prior agreement, offer or communication between the parties concerning its subject matter.

26.6. No waiver. The fact that a party does not enforce a right at a given time does not mean that it waives that right.

26.7. Independence. The parties are independent. The Contract does not create any partnership, agency, representation or employment relationship between them.

26.8. Evidence. The Platform’s records (access, activity, Configuration and device consumption) serve as evidence, unless the contrary is proven.

26.9. Survival. Clauses which by their nature must continue to apply survive termination of the Contract, in particular: 7.4 and 8.4 (indemnity), 9.6 (ownership of the Hardware until payment), 10 (Hardware warranty), 12 (outstanding amounts), 15, 16, 17, 19, 20, 24 and 26.

Annexes: SLA (Service Level Agreement) · DPA (Data Processing Agreement)