These terms and conditions apply for sales of the Grundfos Connect Portfolio (as defined below) of the Grundfos Group (the “Agreement”).
The Agreement shall be deemed concluded between the Grundfos entity identified in the applicable order confirmation (“Grundfos”) and the legal entity on whose behalf the accepting individual registers for a Grundfos account and accepts this Agreement (the “Customer”).
1. Scope of Grundfos Connect
1.1. Grundfos Connect is a portfolio of cloud-based digital services that enable the Customer to remotely monitor and control systems and installations through functionalities provided by Grundfos including, without limitation, the former Metasphere digital product portfolio (collectively referred to as the "Grundfos Connect Portfolio" or "Grundfos Connect". References in this Agreement to "Grundfos Connect" are to the Grundfos Connect Portfolio as a whole, including the platform and shared infrastructure through which the Digital Services are delivered.
1.2. The Grundfos Connect Portfolio comprises multiple distinct digital service offerings. Core functionalities across the Grundfos Connect Portfolio may include, without limitation, monitoring, alarms, trend data, remote control, and other digital functionalities.
1.3. Each such distinct digital service offering within the Grundfos Connect Portfolio, as further described in the applicable product documentation available on the Grundfos website at: Grundfos Connect Portfolio | Grundfos (as updated from time to time), is referred to as a "Digital Service". Digital Services may differ in scope, features and technical specifications. Without limiting the generality of Clause 1.3, the Digital Services available within the Grundfos Connect Portfolio include, without limitation, Grundfos Connect Asset Monitor, Grundfos Connect Network Analytics, and Grundfos Connect Demand Distribution.
1.4. Where a provision of this Agreement applies to a specific offering subscribed to by the Customer, the term "Digital Service" is used. For the avoidance of doubt: (i) any liability cap calculated by reference to fees paid and/or payable shall be determined by reference to the fees attributable to the specific Digital Service on which the claim is based; (ii) the Subscription Service Period, auto-renewal and termination provisions in Clause 31 shall apply separately to each Digital Service subscribed to by the Customer; and (iii) warranties and service level commitments (if any) shall be assessed against the product documentation, order confirmation and subscription package applicable to the relevant Digital Service.
1.5. The features available to the Customer shall depend on the specific Digital Service and the subscription package selected during the subscription process, as presented in the Grundfos platform at the time of subscription or communicated via a formal quotation and confirmed in the applicable order confirmation. The available Digital Services, subscription packages and their respective features may be updated by Grundfos from time to time.
2. Equipment
2.1. Where applicable to the specific Digital Service, the Customer must have a compatible Grundfos product purchased from Grundfos or a Grundfos-affiliated company.
2.2. The sale and delivery of such compatible Grundfos product is subject to a separate agreement between the Customer and Grundfos.
3. Prohibited Use
3.1. Grundfos Connect is not intended for use with life-critical or safety-critical systems, such as use in the operation of medical equipment, automated transportation systems, autonomous vehicles, aircraft or air traffic control, nuclear facilities, manned spacecraft, or military use in connection with live combat.
4. Customer Responsibility
4.1. Grundfos Connect provides monitoring, visualization, alerts, analytics, control where applicable, and decision-support information only. The Customer remains solely responsible for operating, configuring, supervising and controlling its equipment, systems and processes, and for validating any action taken or omitted based on information provided through Grundfos Connect.
5. Availability and Service Levels
5.1. Grundfos Connect is cloud-based and dependent on network connectivity and third-party infrastructure. Grundfos does not guarantee any specific level of availability or uptime (including, without limitation, 100% uptime), nor does Grundfos guarantee real-time transmission or delivery of data, alarms or commands. Temporary interruptions, latency, delays or degraded performance — whether scheduled or unscheduled — shall not constitute a defect or breach of the Agreement, provided that Grundfos uses commercially reasonable efforts to minimise the duration and impact of any such interruption.
5.2. Grundfos may from time to time perform scheduled and unscheduled maintenance, updates, upgrades, patches or other work on Grundfos Connect or the underlying infrastructure, which may result in temporary unavailability or reduced functionality. Such maintenance activities shall not constitute a defect for the purposes of Clause 18 or a substantial change for the purposes of Clause 21.2. Grundfos shall use commercially reasonable efforts to provide advance notice of planned maintenance where practicable, but shall not be liable for any loss or disruption arising from such maintenance activities.
5.3. Unless specific service levels, response times or resolution times have been expressly agreed in writing for the relevant Digital Service (including in the applicable order confirmation), Grundfos shall address reported incidents and service requests within a commercially reasonable timeframe, having regard to the severity and impact of the issue, available resources and any applicable prioritisation criteria determined by Grundfos. For the avoidance of doubt, the absence of an express service level agreement shall not be construed as a commitment by Grundfos to guarantee any particular response time, resolution time or level of availability.
5.4. Any indicative service targets, performance metrics or availability statistics published by Grundfos (including on the Grundfos website or in marketing materials) are provided for informational purposes only and do not constitute binding service level commitments unless expressly incorporated into the applicable order confirmation for the relevant Digital Service. Where no binding service levels have been agreed, the Customer's sole remedy for any unavailability or performance issue shall be limited to Grundfos' obligation to use commercially reasonable efforts to restore the affected Digital Service. Where binding service levels and an associated financial credit mechanism have been expressly agreed in the applicable order confirmation, Clause 23.5 shall apply.
6. User Account – Access to the Digital Services
6.1. For the Customer to access and use Grundfos Connect, the Customer and each user must register for a Grundfos account. When a user creates and logs in to a Grundfos account, the user shall comply with the terms of use applicable at any time.
7. Fee
7.1. The fees payable by the Customer for the relevant Digital Service are as set out in the applicable order confirmation and subject to Clause 17.
8. Agreement
8.1. The parties shall be deemed to have entered into the Agreement for the delivery of Grundfos Connect on the earliest of: (i) the Customer accepts the purchase and the terms and conditions as outlined in this Agreement through the Grundfos platform; (ii) the Customer clicks a box indicating acceptance; (iii) execution by both parties; (iv) Grundfos confirms the Customer’s order of Grundfos Connect in writing; or (v) Grundfos begins to provide Grundfos Connect to the Customer.
8.2. Any person accepting an Agreement on behalf of the Customer represents and warrants that such person (i) has full legal authority to bind the Customer to the Agreement; (ii) has read and understands all parts of the Agreement; and (iii) agrees, on behalf of the Customer, to the Agreement.
9. Delivery
9.1. Grundfos shall provide the relevant Digital Service (i) immediately upon the Customer's activation of a subscription through the Grundfos platform, where applicable; (ii) no later than the agreed date, if any; or (iii) otherwise, within a reasonable time from Grundfos’ written confirmation of the Customer’s order.
10.1. Subject to the terms of this Agreement, Grundfos grants to the Customer the non-exclusive, non-transferable right to access and use Grundfos Connect during the term.
10.2. When using Grundfos Connect with the Customer Facilities (as defined below), the Customer shall comply with all of Grundfos’ instructions as applicable from time to time.
10.3. The term “end-user” or “user” when used in relation to Grundfos Connect means any natural person (e.g., employee, representative or third party) in any tier, including sub-licensees (if any), who has access to Grundfos Connect as a result of the Agreement. The Customer is responsible for use of Grundfos Connect by end-users having access to Grundfos Connect as a result of the Agreement.
10.4. The Customer shall ensure that no end-user will: (i) use Grundfos Connect (a) for the collection, registration, storage, processing or manipulation of the Customer’s data in breach of the Agreement; (b) to obtain unauthorised access to systems or to make unauthorised use of Grundfos Connect or its content; (c) to store or transmit malicious code such as files, scripts, agents and programs intended to do harm, like time bombs, viruses, worms and/or Trojan horses and (d) in breach of applicable law in force from time to time and any rules and regulations issued in pursuance thereof (e.g. by interfering with or violating the integrity or security of a network or system; evading administrative or security restrictions; sending unsolicited, abusive or deceptive messages, viruses or harmful code; taking actions as described in Clause 10.4 (i)(a) in breach of applicable law; or in breach of third party rights); (ii) copy, modify, frame, create a derivative work of, reverse engineer, decipher, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code(s) or algorithm(s), hardware or other technology contained within Grundfos Connect (except to the extent permitted according to the conditions for performance of the specific Digital Service or to the extent this restriction is expressly prohibited by applicable law) and (iii) create multiple applications or accounts to simulate or act as a single application or account (respectively) or otherwise access Grundfos Connect in a manner intended to avoid incurring fees.
10.5. The Customer must notify Grundfos immediately in case the Customer becomes aware of any actual, threatening or suspected abuse of Grundfos Connect, including but not limited to any use in conflict with Clauses 10.1-10.4 or in case the Customer by fault or otherwise gains access to third party data (e.g., digital services or data of Grundfos’ other customers).
11. Authorisations and Permissions
11.1. The Customer is responsible for obtaining and maintaining all necessary authorisations, permissions, licences and consents to use, provide, store and process content in Grundfos Connect and must also grant Grundfos the right to do the same on the Customer’s behalf to the extent necessary for Grundfos’ delivery of Grundfos Connect. For the avoidance of doubt, Grundfos shall obtain and maintain such permits, authorisations, licences, approvals and consents, that are strictly necessary or required by applicable law for Grundfos’ delivery of Grundfos Connect as such and the remedying of defects (if any).
12. Customer Facilities
12.1. The Customer shall possess (or have access to) and shall be responsible for any premises, equipment, software, networks (the Customer’s or third party’s), third party licenses, documentation etc. that are not included in Grundfos Connect but are necessary for the Customer’s use and Grundfos’ delivery of Grundfos Connect (the “Customer Facilities”). The Customer must ensure that the Customer Facilities comply with applicable law in force from time to time and any rules and regulations issued in pursuance thereof (such as climate requirements and requirements for electrical connection).
12.2. The Customer shall, without charge, upon Grundfos’ request give Grundfos access to the Customer Facilities to the extent necessary for Grundfos’ provision of Grundfos Connect and shall also otherwise assist Grundfos to the best of its ability in the provision of Grundfos Connect. Further, the Customer acknowledges that Grundfos will, at all times, have access to the Customer's infrastructure and data within the Grundfos Connect platform to the extent necessary for the provision, support and operation of Grundfos Connect.
13. Grundfos Policies and Terms of Use
13.1. If Grundfos gives the Customer notice that certain information or a non-Grundfos application shall be removed, modified or disabled to avoid breach of the applicable law, third party rights and/or to comply with Grundfos’ policies, the Customer shall immediately act accordingly. In case the Customer does not take required action, Grundfos may suspend Grundfos Connect according to Clause 16 or disable the relevant affected content or non-Grundfos application.
13.2. Use of Grundfos Connect may be subject to terms of use, and if that is the case, then such terms of use will be available to the end-user in the interface and the end-user must comply with such terms of use. The Customer agrees that any breach of the terms of use by an end-user having access to Grundfos Connect as a result of the Agreement is a breach of the Agreement.
14. SIM Card and Data Connection
14.1. This Clause 14 applies where the Customer receives a SIM card with a data connection, directly or indirectly, from Grundfos.
14.2. The Customer may use the data connection only to access and receive Grundfos Connect as described in the Agreement. The Customer shall not use the data connection contrary to customary use or in any manner that causes damage or inconvenience to Grundfos or any third party. Examples of prohibited use include, but are not limited to: (i) attempt to gain unauthorised access to connected networks or computer resources in the network and IT infrastructure; (ii) destroying, distorting or making unauthorised use of the information in any networks or any it systems provided by the data supplier; (iii) using the data connection to send spam mails; (iv) undertaking network attacks or computing system attacks; (v) spreading computer viruses or otherwise compromising internet or information security; (vi) using Grundfos Connect in such a manner so as to impair the quality of Grundfos Connect or interfere with Grundfos' or its supplier’s ability to provide the data connection or the use of the data connection by other customers.
14.3. The Customer shall not remove the SIM card from the equipment in which it was installed at the time of delivery by Grundfos. This does not prevent the Customer from replacing the entire PCB board with a substitute PCB board from Grundfos. The Customer shall destroy or return to Grundfos the PCB board (incl. SIM card) that has been replaced.
14.4. The Customer shall inform Grundfos, without undue delay, if the Customer believes or has reason to believe that any unauthorised third party has been using the Customer’s data connection.
15. Security Measures
15.1. To protect the confidentiality, integrity, and availability of Grundfos’ systems, networks, and the data stored, processed, and/or transmitted, Grundfos has adopted a layered strategy. The layered strategy has multiple layers of protection to prevent unauthorized access to, tampering with, and misuse of the Customer’s information and to protect against evolving threats. The technology layers include, among other things, firewalls, intrusion protection, access control, threat prevention, vulnerability and malware protection, audit logs, cognitive and deep learning-based security monitoring and handling of alerts.
15.2. Grundfos utilizes built-in security features provided by Grundfos’ sub-suppliers, including standard Microsoft Azure infrastructure or similar, Trusted Computing concepts, or other comparable security concepts.
15.3. Further, the services of Grundfos’ relevant sub-suppliers have passed Grundfos’ internal security clearance process, which adheres to the latest international security standards.
15.4. The Customer shall take adequate security measures to prevent unauthorized physical or analogue access to Grundfos Connect using measures which are not less rigorous than best practices in the industry.
16.1. Grundfos may at any time without incurring any liability suspend the Customer's/an end-user’s access and use of Grundfos Connect temporarily (i) if the Customer's/end-user’s use of Grundfos Connect has an extreme, potentially harmful or unusual negative impact (see Clause 16.2) on the systems of Grundfos or Grundfos’ sub-contractors; (ii) in any other way, if the Customer transfers any form of material and/or data which is capable of harming the IT environment of Grundfos, Grundfos’ sub-contractors, Grundfos’ other customers or users, or Grundfos Connect; (iii) for the purpose of preventing unauthorised access to systems, Grundfos Connect, or data; (iv) if there is an emergency issue; (v) if the Customer/end-user fails to meet the requirements for access and use of Grundfos Connect under the Agreement, the terms of use or applicable law; (vi) if required by applicable law or in case of material breach of the Agreement; (vii) if necessary to prevent (potential) infringement of intellectual property rights and/or confidentiality obligations; (viii) if the Customer violates its obligations in Clause 14; or (ix) if otherwise stated in the Agreement that suspension is allowed.
16.2. In order to determine the extent to which the negative impact set out in Clause 16.1(i) is not attributable to the Customer’s/end-user’s use, the Customer shall, at Grundfos’ request, provide information on the Customer's/end-user’s usage pattern. On the basis of the information provided, Grundfos shall be entitled to demand that usage is reduced. If the Customer fails to comply with such request, Grundfos shall be entitled, without incurring any liability, to suspend the Customer's/end-user’s access to Grundfos Connect.
16.3. The Customer undertakes immediately upon Grundfos’ request to disconnect the Customer Facilities that are causing disruption in Grundfos’ network, Grundfos’ systems or in Grundfos Connect, or give rise to alleged or potential infringement in accordance with Clause 25, and thereafter keep such Customer Facilities disconnected according to Grundfos’ instructions.
16.4. Grundfos will use commercially reasonable efforts under the circumstances to provide the Customer notice and – in case a suspension is caused by the Customer’s breach or threat thereof – an opportunity to remedy such breach or threat.
16.5. The scope and length of any suspension or request for disconnection will be kept to a minimum. At the Customer’s request, Grundfos will provide the Customer with the reason for the suspension or request as soon as is reasonably possible.
16.6. Where the data connection is provided by Grundfos or a supplier of Grundfos, Grundfos reserves the right to require the Customer to pay an additional fee if the Customer’s data usage exceeds the agreed usage or if the Customer abuses Grundfos Connect or the data connection.
17. Fee, Payment Terms and Invoicing
17.1. To access and use the relevant Digital Service, the Customer must pay the subscription fee at the charges and billing frequencies as presented to the Customer in the Grundfos platform at the time of subscription, communicated via a formal quotation, and/or as set out in the applicable order confirmation. The Customer shall be deemed to have accepted the applicable charges and billing frequencies upon the earliest of: (i) completing the subscription process through the Grundfos platform; (ii) accepting a formal quotation; (iii) confirming an order; or (iv) commencing use of the relevant Digital Service, provided that the applicable charges and billing frequencies were made available to the Customer prior to such use.
17.2. The subscription fee is payable in advance, unless otherwise agreed.
17.3. The Customer’s obligation to pay the subscription fee begins: (i) at the time agreed by the parties; (ii) on the agreed delivery date; or (iii) if delivery is delayed for reasons solely attributable to Grundfos, on the date upon which Grundfos provides the relevant Digital Service in accordance with the Agreement.
17.4. The Customer shall pay using the agreed means of payment. If the parties have agreed that the Customer pays by electronic money transfer, e.g. by credit card, the Customer shall provide Grundfos with valid payment information and keep such information updated.
17.5. Grundfos may adjust subscription fees with 3 (three) months’ notice.
17.6. Any amount payable by the Customer is exclusive of amounts in respect of value added tax, sales tax or other excise duties chargeable. The Customer shall pay any of the aforementioned at the same time as payment is due for related products or services.
17.7. Subject to applicable law, the Customer shall (i) pay withholding taxes directly to the appropriate government entity as required by applicable law; (ii) upon request, provide a tax certificate to Grundfos evidencing that Customer has paid withholding taxes; (iii) pay Grundfos only the net proceeds after Customer has paid withholding taxes; and (iv) fully cooperate with Grundfos in seeking a waiver or reduction of withholding taxes and promptly complete and file all relevant documents.
17.8. If the Customer does not pay a subscription fee on the due date, Grundfos may, without prejudice to any other right or remedy that Grundfos may have under applicable law, claim payment for reminders, collection charges and interest. Interest is fixed at 2% per month (or the interest rate under applicable law, if higher). Interest will accrue daily from the due date until actual payment of the overdue amount. Grundfos may also (i) suspend all deliveries, including the Customer’s access to Grundfos Connect, until the Customer has paid or provided a guarantee for the payment as required by Grundfos; and/or (ii) suspend the provision of further deliveries until the Customer has paid the overdue amounts in full.
17.9. All sums payable to Grundfos become due immediately on termination of the Agreement, notwithstanding any other provision. This Clause 17 is without prejudice to any right to claim for interest under applicable law.
18. Warranties
18.1. Grundfos warrants that it shall perform the relevant Digital Service in a professional and skilful manner in accordance with the Agreement.
18.2. A Digital Service is defective only if it is not delivered as agreed due to faulty design or workmanship and, subject to Clauses 18.3 - 19.1.
18.3. Subject to Clause 5, and except for breach of any service levels expressly agreed in writing in the applicable order confirmation for the specific Digital Service (if any), all warranties, conditions and other terms implied by statute, common law or otherwise including but not limited to warranties or representations as to availability, uptime, response times, resolution times, the accuracy, reliability, completeness, or timeliness of the access, use or content or about the results to be obtained from using Grundfos Connect and the content are, to the fullest extent permitted by law, excluded from the Agreement.
18.4. Grundfos does not warrant that Grundfos Connect or servers are free of computer viruses or other harmful features; or that Grundfos will remedy all defects or prevent third party disruptions or unauthorised third-party actions (in excess of what is stated in these General Terms and Conditions). Grundfos does not warrant that there will be no deletion of, or failure to store, any Customer data and other communications maintained or transmitted through use of Grundfos Connect. Grundfos is only obligated to perform backup and other restore functions if explicitly agreed in writing in the applicable order confirmation for the specific Digital Service. Further, Grundfos makes no warranties, express or implied, regarding the security or performance of the Customer’s or any third-party systems used for Data integration, cf. Clause 33, and the security, performance, or interoperability of Connected Customer Equipment or any third-party systems used for integration with Grundfos Connect, cf. Clause 34.
18.5. Information provided through Grundfos Connect to the Customer is intended only to support the Customer. Accordingly, Grundfos shall have no direct or indirect liability for the Customer’s use of, actions taken, or inaction in reliance upon the information provided through Grundfos Connect.
18.6. Grundfos’ warranties or any expressly agreed service levels (if any) do not apply in case of: the Customer’s breach of Clause 10.3; use of Grundfos Connect for which it is not intended; modifications and alterations undertaken by the Customer or a third party (not acting on Grundfos’ behalf); failure to follow Grundfos’ instructions (whether oral or in writing) (see Clause 10.1) and/or good industry practice; accidental or wilful damage or misuse of Grundfos Connect by the Customer or third party (not acting on Grundfos’ behalf); the Customer’s non-compliance with applicable law and regulation; suspension according to Clause 16; or if otherwise stated in the applicable order confirmation for the relevant Digital Service.
18.7. Grundfos does not warrant merchantability, fitness for any particular purpose, or non-infringement of proprietary or third-party rights.
18.8. If the Customer uses third party software or open-source components together with Grundfos Connect, Grundfos will not be liable for the functionality of such software or its use in relation to Grundfos Connect. If the Customer uses third party software or open-source components, the Customer is solely responsible (i) for ensuring that its use, licences, and credits are in accordance with the terms of use of applicable third-party software or open-source components in force from time to time and (ii) for payment obligations related to such (if any).
19. Notice of Non-Compliance
19.1. The Customer must give notice of any defect or any other non-compliance with the Agreement immediately and no later than 30 (thirty) days after the Customer became or should have become aware of such non-compliance. If the Customer fails to comply with these requirements, the Customer shall forfeit its right to claim any non-compliance with the Agreement.
20. Informational Purposes
20.1. Data, alarms, trends, reports, recommendations and other outputs provided through Grundfos Connect are for informational purposes only and are not guaranteed to meet regulatory, statutory, contractual or industry-specific compliance requirements. The Customer remains solely responsible for ensuring compliance with applicable laws and regulations and for verification using appropriate instruments and procedures.
21. Maintenance and Changes
21.1. Grundfos will continuously develop Grundfos Connect, including the equipment necessary for the Customer to access Grundfos Connect (if any). This may from time to time affect the functionality of Grundfos Connect and/or necessitate changes to the Agreement. Features and functionality may vary depending on subscription level, region and technical compatibility, and may be modified, replaced or discontinued as part of service evolution, unless explicitly committed to in the applicable order confirmation.
21.2. Grundfos is entitled to amend or modify the Grundfos Connect, any equipment necessary for the Customer to access the Grundfos Connect and the agreed terms, including movement of data from one data processor to another or from one location to another, provided that Grundfos Connect's performance or functionality does not deteriorate to more than a negligible extent as a consequence of such amendment. Grundfos shall conduct such amendment or modification in a way that limits any disruptions. Substantial changes (such as downgrade from one Digital Service to another of lower value or, where service levels have been expressly agreed in the applicable order confirmation, reduction of such agreed service levels) may only be implemented by Grundfos upon 2 (two) months’ written notice to the Customer. For the avoidance of doubt, changes to availability or performance that fall within the scope of Clause 5 shall not constitute a substantial change for the purposes of this Clause 21.2. In case of Grundfos’ substantial changes of Grundfos Connect or the agreed terms, the Customer may – despite any agreed period of non-terminability (if any) – terminate the Agreement for convenience by giving notice no later than 30 (thirty) days before such substantial amendments to Grundfos Connect or the agreed terms are scheduled to be implemented. Under no circumstances is Grundfos under an obligation to maintain legacy systems.
21.3. Amendments or modifications to the Grundfos Connect or any equipment necessary for the Customer to access the Grundfos Connect may result in a need for the Customer's own equipment to be adjusted. The Customer shall bear the risk for any costs of adaption of its own equipment.
21.4. Notwithstanding anything in the above to the contrary, Grundfos may make any changes to Grundfos Connect and any equipment necessary for the Customer to access Grundfos Connect if the use of Grundfos Connect may result in, or poses a risk of, damage (such as in case of security updates; the Customer's use in violation of Clause 10.1 or 10.3; or if Grundfos is required to adhere to applicable law, statutes, or court or governmental decisions). In such case, the Customer will be informed as soon as possible.
22. Grundfos’ Product Liability
22.1. Grundfos is liable for personal injury (including death or bodily injury), damage to real and personal property caused by any defects in Grundfos Connect to the extent set out in applicable mandatory law on product liability. Grundfos’ liability for damage to real and personal property (not being consumer property) caused by any defects in Grundfos Connect is subject to the limitations in Clause 23, however, so that Grundfos’ total liability as described in Clause 23.3 for damage to real and personal property is limited to a maximum amount of the higher of EUR 3 million (per claim and in the annual aggregate) and the amount set out in Clause 23.3. Customer assumes all product liability, which is not allocated to Grundfos in this Clause 22.1.
22.2. If a party is held liable for damages allocated to the other party in Clause 22.1, then the other party shall indemnify the first party for any amount paid inconsistently with the allocation in Clause 22.1.
23. Liability and Limitation of Liability
23.1. To the extent permitted by applicable law, neither party is liable (in contract, tort (including negligence), breach of statutory duty or otherwise) for loss of production, loss of turnover, loss of profit, loss of business opportunity, loss of data, loss of savings, loss of goodwill, loss relating to unauthorised access to data or systems, loss as a result of business interruption, or any other indirect or consequential losses of any kind whatsoever arising under or in connection with this Agreement or a breach hereof.
23.2. To the extent permitted by applicable law, Grundfos excludes all responsibility and liability for any loss, damage, or claims arising from or related to:
(i) the Data (as defined below in Clause 33) after it has been transmitted outside Grundfos’ security perimeter, including but not limited to unauthorized access, misuse, or breaches occurring in the Customer’s or third-party systems, cf. Clause 33; and
(ii) the integration, operation, or malfunction of Connected Customer Equipment, or from any data, commands, or signals transmitted from Connected Customer Equipment to Grundfos Connect, including but not limited to unauthorized access, misuse, or breaches occurring in Connected Customer Equipment or third-party systems, cf. Clause 34.
23.3. Subject to Clause 5, to the extent permitted by applicable law, Grundfos’ total liability (including in regard to payment of financial credits (if any) and third-party claims) towards the Customer in respect of any and all losses arising under or in connection with this Agreement and the cooperation hereunder, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall under no circumstances exceed an amount equal to 30 % of the annual fee (excl. VAT) paid and/or payable for the specific Digital Service on which the claim is based.
23.4. The annual fee referred to in Clause 23.3 is calculated as the actual fees paid and/or payable for the 12 months preceding the date on which the damage occurred, or, if the relevant Digital Service has, at the date on which the damage occurred, been provided for a period of less than 12 months, then as 12 times the average monthly fee for the period under which the relevant Digital Service was provided.
23.5. Only where, the parties have expressly agreed in writing in the applicable order confirmation that non-compliance with a specified service level is subject to Grundfos’ payment of a financial credit, such financial credit shall be the sole and exclusive remedy for any non-performance of the relevant agreed service level, however without prejudice to the right to terminate according to Clause 30.1. Any financial credit shall under no circumstances exceed the amount expressly agreed in the applicable order confirmation for the relevant Digital Service nor the amount paid by the Customer for the Digital Service in question in the month in which Grundfos becomes liable to pay a financial credit as a result of non-compliance with the agreed service level. For the avoidance of doubt, in the absence of expressly agreed service levels and an associated financial credit mechanism in the applicable order confirmation, no financial credits shall be payable by Grundfos.
23.6. The limitations set out in this Clause 23 will not apply to the extent that an act or failure to act of a party causes personal injury; a party intentionally causes the other party or a non-party to suffer damage; or a party, as a result of its reckless disregard of the consequences of an act or failure to act, causes the other party or a non-party to suffer damage.
23.7. If a claim is based on losses, which derive from more than one subscription or instance of a Digital Service and/or one or more subscriptions or instances of a Digital Service in combination with a Grundfos company’s delivery of products and/or other services, then Grundfos’ total liability (if any) shall be allocated to the different deliveries based on each such delivery’s contribution to the claimed losses. Each allocated part of the total liability shall be determined according to the legal basis applicable between the parties for the said part of the total losses, including the agreed limitation of liability (if any).
24.1. The Customer agrees to defend, indemnify, and hold harmless Grundfos, its officers, directors, employees and agents, from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from the Customer's breach of the Agreement, including but not limited to breach of Clause 14 and unlawful or infringing activities, including infringement of third party intellectual property rights, caused by the Customer’s actions, lack of action, content, material, designs or specifications.
25. Intellectual Property Rights
25.1. Subject to Clause Error! Reference source not found., Grundfos owns all rights in or arising out of Grundfos Connect (including intellectual property rights), and if any such rights are owned by the Customer, the Customer shall automatically assign them to Grundfos.
25.2. The Customer does not transfer to Grundfos any equipment or software acquired from third party. Grundfos is not responsible for the use of such equipment and software, regardless that such software might be stored on servers provided by Grundfos.
25.3. A party does not have the right to use the other party’s trade names, trademarks, logos or other signs or identification symbols, unless the prior written consent of the other party has been obtained.
26. Third Party Rights
26.1. If (i) a Digital Service infringes third party rights, including intellectual property rights, or if (ii) Grundfos reasonably believes (based on reasonable documentation) that a Digital Service or parts thereof might infringe third party rights, then Grundfos may at its expense and discretion (a) substitute an allegedly infringing Digital Service with a non-infringing version having at least equivalent functionality; (b) modify the allegedly infringing Digital Service so that it no longer infringes third party rights but remains having at least equivalent functionality; (c) obtain license from the third party allowing the Customer and other third parties (to the extent relevant to comply with the Agreement) to continue using and/or sub-license (as applicable) such allegedly infringing Digital Service or parts thereof; or (d) terminate the agreement on the delivery of the specific Digital Service in question with immediate notice and repay to the Customer any payments paid in advance. In such case, the Customer will be informed as soon as possible.
27. Licences
27.1. The scope of the licence granted to the Customer under Clause 10.1 is determined by the subscription package selected by the Customer, as presented in the Grundfos platform at the time of subscription or communicated via a formal quotation and confirmed in the applicable order confirmation.
27.2. Any licence acquired by Grundfos from a third party as part of the delivery of Grundfos Connect will remain Grundfos’ or the sub-contractor's property. If Grundfos Connect is installed on the Customer Facilities, the Customer shall uninstall Grundfos Connect after termination of the Agreement or the expiry of Grundfos licences, whichever is the earlier.
27.3. If, as part of providing Grundfos Connect and at the Customer's request, Grundfos installs third party software for the Customer's use, the Customer warrants that it has the necessary rights in such software.
28. Customer Data
28.1. The Customer will retain ownership to any data, which the Customer has provided to Grundfos Connect. The Customer grants to Grundfos: (i) during the term of the Agreement a non-exclusive, transferrable, worldwide, perpetual, irrevocable, royalty-free license to use the Customer's data to provide service(s) to the Customer and applicable end-users; and (ii) a non-exclusive, transferable, worldwide, perpetual, irrevocable, unlimited, royalty-free license to use anonymized data.
29.1. A party (”Receiving Party”) shall keep in strict confidence all technical or commercial know-how, specifications, prices, inventions, processes, initiatives and other information concerning the disclosing party’s business, its products, services and Grundfos Connect, which are of a confidential nature (“Confidential Information”) and have been disclosed to the Receiving Party by the other party (“Disclosing Party”), its employees, agents or subcontractors (representatives). The Receiving Party shall not use Confidential Information of the Disclosing Party for purposes other than the performance of its obligations under the Agreement, including (except as permitted by applicable law) not to reverse engineer Grundfos Connect or any products delivered in connection with Grundfos Connect. The Receiving Party may only disclose Confidential Information to those of its representatives who need to know to discharge the Receiving Party's obligations and rights under the Agreement and shall ensure that such representatives comply with the obligations set out in this Clause 29 as though they were a party to these terms.
29.2. Notwithstanding anything to the contrary, Grundfos’ right to use and disclose data collected in accordance with Clause Error! Reference source not found. and 13.2 will not be limited by this Clause 29.
29.3. The obligations under this Clause 29 apply from the execution of the Agreement and – subject to applicable law – for a period of 5 (five) years after the Agreement expires or is terminated by one of the parties.
30. Force Majeure
30.1. Neither party will be in breach of the Agreement nor liable for delay in performing, or failure to perform, any of its obligations under the Agreement if such delay or failure results from a hindrance beyond its reasonable control (“Force Majeure”). In the event of a Force Majeure, the parties agree to suspend the affected party's obligations until the Force Majeure situation ceases to exist.
30.2. Either party may terminate the Agreement with immediate effect upon notice to the other party if the period of Force Majeure continues for a period of 3 consecutive months. In case of termination due to such circumstances neither party shall be liable to the other for such termination. However, such termination will not affect any pre-existing liabilities or claims or any other provisions of the Agreement.
31.1. For the purpose of this Clause 31, “Subscription Service Period” will mean 1 (one) year calculated from the date of activation of the relevant Digital Service.
31.2. Upon the expiry of the Subscription Service Period, Grundfos will automatically continue its delivery of the relevant Digital Service for a new subscription service period of 1 (one) year and will continue to do so for successive subscription service periods of 1 (one) year each, until the Agreement is terminated in accordance with Clause 31.3.
31.3. Either party can terminate the Agreement with at least one (1) months’ notice and with effect from the end of the Subscription Service Period or any subsequent subscription service period, as applicable, cf. Clause 31.2. If the Agreement is not terminated with at least one (1) months’ notice to the end of the Subscription Service Period or any subsequent subscription service period, as applicable, then the Agreement will continue in full force and effect for a new subscription service period.
31.4. Either party may, without prejudice to its other rights and remedies, terminate the Agreement in whole or part for cause with immediate effect by written notice to the other party in case of (i) material breach of the Agreement or material breach of one or more conditions for performance of the relevant Digital Service, provided that either such breach is incapable of remedy or the defaulting party has failed to remedy such breach within 14 (fourteen) days after receiving written notice from the other party requiring it to do so. Material breach includes among others use of Grundfos Connect in breach of Clause 10; delayed payment; the Customer’s use of intellectual property rights in breach of Clause 25.
31.5. Following the expiry of the notice period, Grundfos may – but is not obligated to – retain and use the Customer’s and end-user’s data for a reasonable period of time to facilitate onboarding and quality of usability of Grundfos Connect, in the event the Customer chooses to re-subscribe to Grundfos Connect. Grundfos may at any time after the termination or expiry of the Agreement decide to delete the Customer’s and end-user’s data and will do so if obligated by applicable law. Upon termination or expiry of the Agreement, the Customer may request that Grundfos provide the Customer with a copy of data collected through the Customer’s use of Grundfos Connect. Grundfos shall strive to provide such copy but is not obligated to do so. If Grundfos provides the Customer with such copy, Grundfos may make such provision conditional upon e.g. further confidentiality obligations, payment of man-hours spent on gathering the data in question, etc.
31.6. Termination of the Agreement (regardless of the cause) will not affect those provisions of the Agreement which, by their nature or necessity, survive any expiration or termination.
32. Use of Sub-Contractors
32.1. Grundfos may use sub-contractors for the purpose of providing Grundfos Connect under the Agreement. Grundfos shall ensure that all persons involved in Grundfos Connect are informed of and comply with the terms of the Agreement.
33. Data Sharing and Integrations
33.1. For the purposes of this Clause 33, “Data” means any information, including but not limited to telemetry, operational data, and any personal data, transmitted from Grundfos systems or devices to the Customer’s infrastructure or third-party systems through supported integration methods (including, but not limited to, MQTT, device-to-device and Webhook).
33.2. The Customer acknowledges and agrees that when Data is transmitted outside Grundfos’ security perimeter, Grundfos and its affiliates will no longer control or protect such Data. Upon transmission, neither Grundfos nor any affiliate of Grundfos shall have any responsibility or liability for the security, integrity, confidentiality, or availability of the Data. The Customer shall be solely responsible for:
(i) Implementing and maintaining appropriate technical and organizational measures to protect the Data against unauthorized access, alteration, disclosure, or destruction;
(ii) Ensuring compliance with all applicable laws and regulations, including but not limited to data protection, cybersecurity, and export control requirements; and
(iii) Monitoring and managing any risks associated with the integration and storage of Data in the Customer’s systems or third-party environments.
33.3 Data stored or displayed in Grundfos Connect may be subject to retention limits, aggregation or overwriting as determined by Grundfos. Data is not guaranteed to be complete, immutable, or suitable as legal, regulatory or audit evidence, unless explicitly agreed in the applicable order confirmation.
34. Connected Customer Equipment
34.1. For the purposes of this Clause 34, “Connected Customer Equipment” means any equipment, software, networks, controllers, sensors, or systems (whether owned by the Customer or a third party) that the Customer connects to Grundfos Connect or to Grundfos’ infrastructure, including via supported integration methods (such as, but not limited to SCADA, Ethernet, LAN, cellular modem, FTP, email, CSV, or similar protocols), regardless of whether such equipment is necessary for the Customer’s use or Grundfos’ delivery of Grundfos Connect.
34.2. The Customer acknowledges and agrees that:
(i) Grundfos does not control, monitor, or validate the operation, security, or integrity of any Connected Customer Equipment or any data, commands, or signals transmitted from such equipment to Grundfos Connect;
(ii) The Customer is solely responsible for the configuration, security, and proper functioning of all Connected Customer Equipment and for ensuring that such equipment does not cause unintended or unauthorized actions (including, but not limited to, the automatic starting or stopping of pumps or other equipment); and
(iii) Any malfunction, compromise, or misuse of Connected Customer Equipment - including, but not limited to, equipment failure, sensor misbehaviour, or cybersecurity incidents - remains the sole responsibility of the Customer.
34.3. The Customer shall:
(i) Implement and maintain appropriate technical and organizational measures to protect Connected Customer Equipment and any data transmitted to or from Grundfos Connect against unauthorized access, alteration, disclosure, or destruction;
(ii) Ensure compliance with all applicable laws and regulations, including data protection and cybersecurity, in relation to Connected Customer Equipment and integrations;
(iii) Monitor and manage any risks associated with the integration and operation of Connected Customer Equipment in connection with Grundfos Connect.
35. Miscellaneous
35.1. The Agreement may not be transferred or assigned in whole or in part by operation of law or otherwise by the Customer, without the prior written consent of Grundfos. Without prior notice, Grundfos may assign rights and obligations under the Agreement to any company within the Grundfos group.
35.2. Capitalised words and phrases not otherwise defined in these General Terms and Conditions have the same meaning in all parts of the Agreement, unless the context dictates otherwise.
35.3. In case of any inconsistency or discrepancy between the English version of this Agreement and any local guiding translation thereof, the English version shall prevail.
36. Data Privacy
36.1 In connection with the provision of Grundfos Connect, Grundfos will process certain non-sensitive personal data relating to the Customer’s users of Grundfos Connect. Grundfos will act as the data controller for such data processing activities. Grundfos undertakes to comply with all applicable laws, including the General Data Protection Regulation (GDPR), pertaining to the processing of personal data for the data processing activities related to Grundfos’ provision of Grundfos Connect.
37. Export Control and Sanctioned Parties
37.1. Any delivery covered by the Agreement may be subject to export control and trade sanction rules, including the rules of, among others, the European Union, United Nations and the United States of America.
37.2. It is a condition for Grundfos’ delivery of Grundfos Connect to the Customer that the Customer complies with all applicable export control and trade sanction rules and has relevant compliance procedures and controls. The Customer shall ensure that Grundfos Connect is used only in accordance with the export control and trade sanctions rules, and that neither the Customer nor any end-user accessing Grundfos Connect is sanctioned.
37.3. If, due to export control and trade sanction rules, Grundfos considers that it is or will be prohibited, hindered, restricted or significantly adversely affected in its ability to comply with its obligations under the Agreement, Grundfos may cancel or postpone the delivery of Grundfos Connect. In such cases, Grundfos will not be liable for any direct or indirect claim or loss.
37.4. To enable authorities or Grundfos to conduct checks on the Customer’s compliance with the export control and trade sanction rules, or in support of Grundfos' applications to the appropriate authorities in connection with the export and/or sale of Grundfos Connect under the Agreement, the Customer shall – upon reasonable request – promptly provide to Grundfos all information on end-users, the parties involved in the delivery, the destination(s) and the intended use of the Grundfos Connect.
38. Law and Venue
38.1. The Agreement, and any dispute or claim arising out of or in connection with it or its formation (including non-contractual disputes or claims) is governed by and construed in accordance with the laws applicable at the place where Grundfos has its registered place of business at the time the parties entered into the Agreement, without reference to its conflict of laws principles, which may cause the application of the laws of another country. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
38.2. The ordinary courts of Grundfos’ home jurisdiction have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) that arises out of, or in connection with, the Agreement or its subject matter or formation (including non-contractual disputes or claims).
Applicable from the 1st of June, 2026.