software and services agreement

Part A - Commercial Terms

  1. Scope of Agreement

    This Agreement ("Agreement") is a legal contract between you ("Client", "You") and Veil Energy S.r.l. SB ("Veil") for access to and use of the Veil Energy software platform, related hardware connectivity, professional services and support services (collectively, the "Services"). Veil develops and operates advanced digital technologies that help industrial and commercial clients monitor, optimize, and reduce energy consumption through data-driven insights.

    By clicking "I Agree", accessing, installing, or using the Services, You acknowledge that you have reviewed this Agreement and agree to be legally bound by its terms.

  1. Definitions

    1. "Agreement": This Veil Energy Software and Services Agreement, including all referenced documents, statements of work, and annexes.

    2. "Quotation": A written commercial offer issued by Veil specifying the scope of Services, pricing, billing terms, contracting entity, and other commercial details. Once accepted in writing or by electronic signature by the Client, the Quotation forms an integral part of this Agreement and governs the commercial relationship between the Parties for the specified term.

    3. "Client": The entity accepting the terms of this Agreement and receiving the Services.

    4. "Contracting Entity": The specific Veil Energy legal entity identified in the applicable Quotation or SoW, which enters into the Agreement with the Client. This Agreement is published by Veil Energy S.r.l. SB and may be adopted by affiliated entities, including Veil Energy Germany GmbH or other group companies, as specified in the applicable commercial documents. The Contracting Entity determines the applicable governing law and jurisdiction.

    5. "Connected Devices": Hardware components (e.g., sensors, routers, meters) provided by Veil for use with the Application Services under a separate agreement.

    6. "Delivery": The time and date on which the Hardware is placed at Client’s disposal at Veil’s warehouse in Bolzano, Italy.

    7. "Deliverables": Any work product, document, or outcome produced as part of Professional Services.

    8. "Efficiency Reports": Periodic reports generated by Veil based on data collected from the Client’s systems and operations, providing insights into energy performance, operational inefficiencies, and opportunities for improvement. Efficiency Reports may include diagnostics, benchmarks, and tailored recommendations aligned with Veil’s performance objectives and the Client’s site-specific conditions. These reports are intended to support data-driven decision-making and the achievement of measurable energy savings and are delivered at least twice annually.

    9. "Professional Services": These may include, but are not limited to, implementation, hardware installation, training, energy audits and consulting, system integration, custom analytics or reporting, and ongoing fractional advisory. The scope and terms of any Professional Services will be defined in a Quotation or Statement of Work.

    10. "Application Services": The software platform, analytics dashboards, data infrastructure, and related cloud-based offerings provided by Veil under this Agreement.

    11. "Services": Means the Application Services and any Professional Services provided by Veil under this Agreement.

    12. "Statement of Work (SoW)": A document signed by both parties describing the scope, pricing, deliverables, and schedule for specific Professional Services.

    13. "Third Party Connected Devices": Hardware sourced independently by the Client and used in conjunction with the Application Services, not covered by Veil’s warranties.

    14. "User": Any individual authorized by the Client to access and use the Application Services.

    15. "Authorised Users": Users nominated by the Client and confirmed by Veil as having completed the required training to access support services or interact with the Services on the Client’s behalf.

    16. "Parties": Refers collectively to the Client and the Contracting Entity of Veil Energy entering into this Agreement, as identified in the applicable Quotation or Statement of Work.

    17. "Notices": Any formal communication required under this Agreement, which must be delivered in writing by certified email, or registered post to the addresses specified in the relevant Quotation or Statement of Work. Notices are deemed received: (a) upon confirmation of delivery for certified email, (b) on the delivery date for registered post.

  2. Term, Fees and Payment

    1. Term

      1. The duration of this Agreement is set out in the applicable Quotation. Unless otherwise agreed, the term begins on the date the Services are activated and renews automatically every twelve (12) months.

      2. Either Party may elect not to renew this Agreement by providing the other Party with written notice of non-renewal at least sixty (60) days before the end of the then-current Term. If timely notice is given, this Agreement will expire on the last day of that Term, and neither Party will have any further obligation to the other under this Agreement except for those obligations expressly stated to survive its expiration or termination.

    2. Fees and Payments

      1. Fees, billing cycles, and payment terms are as detailed in the Quotation. Any additional Services requested beyond the scope of this Agreement will be invoiced separately.

      2. All fees are exclusive of applicable Value Added Tax, which if due, shall be shown separately on the invoice at the rate prevailing on the invoice date.

      3. All invoices are to be paid upon receipt and in full without setoff or withholding, unless otherwise agreed in writing.

      4. In the event of non-payment and/or delay in payment by the due date, late payment interest shall be charged pursuant to Italian Legislative Decree 231/02, accrued and accruing from the due date until the date of payment, and Veil shall be entitled to terminate the agreement for breach and claim damages pursuant to Article 1453 of the Italian Civil Code, as amended. Veil shall in any event be entitled to suspend the provision of the Services subject to these Terms and Conditions with immediate effect and without notice.

Part B - Using the Services

  1. Software and Subscriptions

    1. License and Access Rights

      1. Veil grants Client a non-exclusive, non-transferable, revocable license to access and use the Application Services, as described in associated documentation, solely for your internal business operations. This license is granted to enable the delivery of energy performance insights and maintenance recommendations, and does not constitute a sale or transfer of ownership of the underlying software or technology.

      2. Except where explicitly permitted in writing by Veil, Client may not sublicense, lease, rent, copy, reverse engineer, decompile, disassemble, modify, or create derivative works of the Application Services. Client may not use the Application Services for purposes of benchmarking or for developing a competitive product or service.

      3. In the event of non-compliance, even partial, by the Customer, with the provisions of articles 4.1.1 and 4.1.2, the Customer shall pay Veil, as a penalty pursuant to and for the purposes of art. 1382 of the Civil Code, without prejudice to compensation for any further damages, a sum of € 5000 for each breach.

    2. Client Use and Responsibilities

      1. The Client is responsible for ensuring continuous internet connectivity and uninterrupted power supply for all connected devices and systems that enable the Application Services.

      2. The Client must configure and maintain accurate nominal and standby power settings for all monitored assets through the Veil interface or otherwise as directed.

      3. The Client agrees not to: (a) use the Application Services for unlawful, harmful, or fraudulent activities; (b) interfere with or disrupt the integrity or performance of the Application Services; (c) attempt to gain unauthorized access to systems or data; (d) transmit any harmful code or malware through the Application Services.

      4. Violations may result in immediate suspension or termination of access.

      5. The Client is responsible for ensuring that all Users comply with the terms of this Agreement.

      6. The Client shall provide timely access to personnel, systems, and relevant data as required for support resolution.

    3. Performance Guarantee (if part of the contract)

      1. Where expressly stated in the Quotation, Veil may commit to delivering a defined energy cost reduction outcome. This commitment is tied to specific operational KPIs identified in the Client’s energy audit, and is conditional on the Client's timely implementation of Veil’s operational recommendations.

      2. To benefit from Veil’s Performance Guarantee, the Client must:

        1. Promptly acknowledge and respond to critical alerts or events generated by the system and implement any corrective actions that are not automated, unless such implementation would cause material operational disruption.

        2. Agree to actively review and implement insights and operational recommendations as outlined in Veil’s Efficiency Reports (at least two per year), subject to operational feasibility as agreed in writing.

    4. Updates and Modifications to the Services

      1. Veil may from time to time deploy software updates, security patches, and maintenance fixes.

      2. Scheduled maintenance windows will be communicated through official channels with at least 48 hours’ notice.

      3. Where feasible, Veil will notify the Client in advance of any material changes to core Application Services, including feature deprecations, pricing adjustments, or major updates, at least thirty (30) days prior to such changes taking effect.

      4. If the Client reasonably believes that a proposed change would materially diminish the utility or performance of the Application Services, it must notify Veil in writing within fifteen (15) business days of receiving such notice. The Parties will then engage in good faith discussions to address the Client’s concerns. If no resolution is reached within twenty (20) business days, the Client may terminate the affected portion of the Services without penalty. In such case, the Client will remain responsible only for fees incurred and Services delivered up to the effective date of termination. No additional contractually committed fees will apply beyond that point, unless otherwise agreed. For clarity, this clause does not apply to enhancements, usability improvements, routine bug fixes, or other non-material updates that do not negatively affect the performance or utility of the Services.

      5. Veil may implement updates to the Application Services without advance notice where such updates are necessary to address urgent security vulnerabilities or to comply with applicable legal, regulatory, or cybersecurity requirements.

    5. Service Levels (SLA)

      1. Veil will use reasonable commercial efforts to maintain monthly uptime of 96.5% for the cloud-based dashboard and associated analytics tools, excluding scheduled maintenance or force majeure events.

      2. Technical support will be provided Monday to Friday (excluding any public holidays) from 08:30 to 12:30 and 14:00 to 18:00 CET, via the Veil helpdesk or support portal.

      3. Only Authorised Users may contact Veil’s technical support team. The Client is responsible for maintaining an up-to-date list of its Authorised Users and ensuring that each has received appropriate training. Veil may decline support requests submitted by individuals who are not designated Authorised Users.

      4. Incident Response Times:

        • P1 (Critical): Service down/system failure — response within 4 business hours.

        • P2 (High): Major impact or degraded performance — response within 1 business day.

        • P3 (Medium): Minor functional limitations — response within 3 business days.

        • P4 (Low): General inquiries or feature requests — response within 5 business days.

      5. Limitations: Support services do not cover:

        • Issues caused by third-party systems not under Veil’s control.

        • Out-of-scope customization without an active Project Services SoW.

    6. Service Credits

      1. If Veil fails to meet its service availability commitments under Section 4.5 for two consecutive months, and such failure is not due to a force majeure event or Client act/omission, Veil will issue a service credit equal to 5% of the monthly fee for each affected month, up to a maximum of 10% of the annual fees under the relevant Quotation. Service credits are applied against future invoices and are the Client’s sole remedy for SLA breaches.

  2. Professional Services

    1. Scope and Deliverables

      1. Each engagement will be defined in a dedicated SoW, specifying objectives, deliverables, timelines, responsibilities, pricing, and acceptance criteria.

    2. Change Requests

      1. Requests to modify an agreed SoW must be made in writing. Changes are only binding if mutually agreed and documented, including adjustments to scope, pricing, and schedule.

    3. Order of Precedence

      1. In the event of any conflict or inconsistency where multiple documents apply, the following order of precedence shall apply (from highest to lowest): (i) the applicable SoW; (ii) the Quotation; (iii) this Agreement; (iv) any referenced policies or service descriptions.

    4. Acceptance of Deliverables

      1. Any Deliverables resulting from Professional Services that are designated as requiring formal acceptance in the applicable SoW shall be subject to an acceptance process. Unless otherwise agreed, the Client shall review and either accept or reject the Deliverables within ten (10) business days of delivery.

      2. Acceptance shall be confirmed in writing if the Deliverables materially conform to the agreed specifications and are free from material defects. If the Client begins using the Deliverables in a production environment prior to formal acceptance, such use shall constitute deemed acceptance.

      3. In the case of rejection, the Client must provide a written statement identifying all material non-conformities. Veil will then have the opportunity to address and re-submit the corrected Deliverables for acceptance.

      4. Where a Professional Services engagement includes phased delivery, Veil may submit components for partial acceptance, and full acceptance shall be deemed upon successful completion of all accepted phases.

    5. Professional Services Fees

      1. Unless otherwise agreed, Professional Services are billed on a time-and-materials basis at Veil's prevailing rates. Fixed-fee arrangements, milestone payments, or retainers may be agreed for longer-term or fractional engagements.

    6. Deliverables and IP Ownership

      1. Unless otherwise specified in a Statement of Work, all tools, templates, models, code, and methodologies developed or used by Veil in connection with Professional Services remain the exclusive property of Veil.

      2. The Client is granted a non-exclusive, non-transferable licence to use any deliverables resulting from Professional Services for its internal business purposes and solely in connection with the Services. This licence does not extend to sublicensing, resale, or reuse outside the scope of this Agreement without Veil’s prior written consent.

  3. Hardware Warranty, Returns & Title

    1. Connected-Device Warranty

      1. Veil warrants that each Connected Device shall, for a period of twenty-four (24) months from the date of delivery ("Warranty Period"), conform in all material respects to the written specifications and be free from material defects in materials and workmanship.

      2. During the Warranty Period Client may open a Return-Merchandise-Authorisation ("RMA") ticket. Veil will, at its option and cost, repair or replace the defective Connected Device within thirty (30) days after receipt. Repaired or replaced units are warranted for the longer of the remainder of the original Warranty Period or ninety (90) days.

      3. The warranty does not cover defects resulting from (i) misuse, accident, or neglect, (ii) unauthorised alteration or repair, or (iii) use outside the documented operating environment.

    2. Title

      1. Risk of loss passes to Client on Delivery. Title shall remain with Veil until Veil has received payment in full of the relevant Hardware Fees, at which point title shall transfer automatically to Client.

Part C - Legal & Compliance

  1. Intellectual Property, Confidentiality, Data and Security

    1. Intellectual Property

      1. All rights, title, and interest in and to the Application Services, including any improvements, enhancements, or derivative works, remain the exclusive property of Veil. No transfer of ownership is implied by this Agreement.

      2. The Client shall not reverse engineer, duplicate, or reproduce any portion of the Application Services or associated user interface features. All rights not expressly granted are reserved by Veil.

    2. Confidentiality

      1. Each party agrees to protect all confidential, proprietary, and non-public information obtained in connection with this Agreement and to use such information solely for the purposes of fulfilling their respective obligations under this Agreement. Confidentiality obligations survive termination.

    3. Data

      1. The Client retains ownership of any raw data generated by its equipment and systems. Veil shall not access, use, or distribute raw data for any external purpose without Client consent, except as noted in 7.3.2 of this Agreement.

      2. Veil may use anonymized and/or aggregated data collected via the Application Services to improve algorithms, benchmark performance, or enhance product development, provided no Client-identifiable information is disclosed.

    4. Data Backup and Recovery

      1. Veil will maintain regular data backups for hosted components of the Application Services to support recovery in the event of data loss or system failure. Veil will use commercially reasonable efforts to restore data within a reasonable time following an incident. However, Clients are responsible for exporting or backing up any critical operational data through the dashboard.

    5. Data Protection and Privacy

      1. For Personal Data processed under the Agreement, the Client acts as Controller and Veil acts as Processor within the meaning of Regulation (EU) 2016/679 ("GDPR").

      2. Veil will process Personal Data exclusively within the European Economic Area unless the Client provides written instructions to the contrary.

      3. Veil will maintain the safeguards described in the Data Security section of its published Privacy Policy (including encryption in transit and at rest, role-based access controls, and annual penetration tests) and any additional measures agreed in writing with the Client.

      4. Veil may engage sub-processors listed at veil-energy.eu/sub-processors and will provide at least thirty (30) days’ written notice of any intended addition or replacement. The Client may object, on reasonable data-protection grounds, within that notice period.

      5. Veil will notify the Client of any Personal-Data Breach without undue delay and, in any event, within forty-eight (48) hours after becoming aware of it, and will cooperate in good faith with the Client’s remediation efforts.

      6. Within thirty (30) days after termination or expiry of the Agreement, Veil will, at the Client’s written choice, delete or return all Personal Data, unless Union or Member-State law requires longer retention.

      7. Once per contract year the Client may audit Veil’s compliance on fifteen (15) Business Days’ notice. Veil may satisfy this requirement by providing recent audit reports (e.g. ISO-27001 or SOC 2 Type II or similar reports) plus a management attestation.

    6. Security Measures

      1. Veil shall implement and maintain reasonable administrative, physical, and technical safeguards designed to protect the integrity, confidentiality, and availability of the Application Services and any data processed through them. This includes:

        • Role-based access controls
        • Data encryption at rest and in transit
        • Regular penetration testing and vulnerability scanning
        • Incident response procedures

    7. Use of Subcontractors and Third Parties

      1. Veil may engage third-party service providers, including cloud infrastructure partners and support vendors, in the provision of Application Services. Veil remains responsible for their compliance with this Agreement and will ensure appropriate contractual and data protection obligations are in place.

    8. Audit Rights

      1. Upon reasonable prior written request, and no more than once per year, the Client may audit Veil’s compliance with this Agreement as it pertains to data protection and service delivery. Audits shall be conducted during normal business hours, be limited in scope, and not disrupt Veil’s operations. Any third-party auditor must be pre-approved and sign appropriate confidentiality terms.

    9. NIS2 Compliance

      1. The Supplier declares that the E-BOOST Software is designed and managed in accordance with the applicable requirements of Directive (EU) 2022/2555 (NIS2) and that it adopts appropriate technical and organizational measures to support the security of the networks and information systems used to provide the Service.

      2. It is understood that overall compliance with the obligations outlined in the NIS2 Directive also depends on the Customer's operating environment, the IT and OT infrastructures used, the configurations adopted, and the security measures implemented directly by the Customer. This Agreement does not transfer to the Supplier any regulatory responsibilities or NIS2 compliance obligations incumbent upon the Customer.

  2. Risk & Disputes

    1. Termination

      1. Either Party may terminate this Agreement for non-performance upon providing 15 business days’ written notice to the other party, provided that the breaching party has not cured the breach within that period.

      2. Upon termination or expiry, the Client’s access to the Services will cease, and all stored data may be deleted within 90 days, subject to applicable data retention or handover obligations.

      3. Upon termination or expiry of the Agreement, Veil will, upon request, provide the Client with a machine-readable export of their raw operational data within 30 days. Veil shall cooperate in good faith to ensure a smooth offboarding and transition of Services.

    2. Limitation of Liability

      1. Except for the "Excluded Matters" set out below, each party’s total aggregate liability, whether in contract, tort (including negligence), or otherwise, arising out of or in connection with the Agreement during any rolling twelve-month period is limited to the greater of (i) the Fees actually paid by the Client to Veil in that period and (ii) fifty thousand Euro (€50 000) ("General Cap").

      2. Excluded Matters and Special Caps.

        a. Unlimited Liability (both parties): Liability for (i) death or personal injury caused by negligence, (ii) fraud or fraudulent misrepresentation, or (iii) any liability that cannot lawfully be limited.

        b. Client Misuse of Veil IP: Liability for the Client’s wilful or grossly negligent unauthorised use, reproduction, distribution, or disclosure of Veil’s Intellectual Property is capped at the higher of one million Euro (€1 000 000) and ten (10) times the Fees paid in the preceding twelve months.

        c. Veil IP Indemnity: Veil’s liability under its indemnity for third-party Intellectual-Property infringement is capped at two (2) times the General Cap.

        d. Confidentiality and Data-Protection Breach (both parties): Liability for breach of confidentiality obligations or of the Data-Protection clause is capped at two (2) times the General Cap.

      3. Excluded Damages: Neither party is liable for loss of profits, loss of revenue, loss of business opportunity, or any indirect or consequential loss, except to the extent such loss falls within an Excluded Matter.

      4. Mitigation: Each party will take reasonable steps to mitigate any loss it suffers.

      5. Veil agrees to indemnify and hold the Client harmless against third-party claims arising from: (a) infringement of intellectual property rights by the Application Services; (b) personal injury or property damage caused by Veil’s gross negligence or willful misconduct.

      6. The Client agrees to indemnify and hold Veil harmless against third-party claims arising from: (a) misuse of the Application Services in violation of this Agreement; (b) breach of applicable laws or regulations by the Client.

    3. Insurance

      1. Veil shall maintain appropriate insurance, consistent with industry standards. Certificates of insurance may be made available to Clients upon request.

    4. Governing Law and Jurisdiction

      1. The governing law and jurisdiction applicable to this Agreement shall be determined by the Contracting Entity specified in the relevant Quotation.

        1. Where the Contracting Entity is Veil Energy S.r.l. SB, this Agreement shall be governed by the laws of the Republic of Italy and subject to the exclusive jurisdiction of the courts of Bolzano, Italy.

        2. Where the Contracting Entity is Veil Energy Germany GmbH, this Agreement shall be governed by the laws of the Federal Republic of Germany and subject to the exclusive jurisdiction of the courts of Berlin, Germany.

      2. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.

    5. Force Majeure

      1. Veil shall not be held liable for failure to perform its obligations under this Agreement if such failure is due to circumstances beyond its reasonable control, including but not limited to acts of God, war, cyber-attacks, internet service provider outages, government action, or natural disasters.

  3. Miscellaneous

    1. General Provisions

      1. This Agreement constitutes the entire understanding between the parties and supersedes all prior oral or written communications. Any amendments must be in writing and signed by both parties.

      2. Each party acknowledges that it has had reasonable opportunity to review these Terms, obtain independent advice, and raise questions before accepting them. The absence of negotiated changes does not affect the enforceability of any provision.

      3. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be replaced with a valid one that most closely reflects the original intent.

    2. Survival

      1. The following sections shall survive termination or expiry of this Agreement: Fees and Payments, Intellectual Property and Data, Confidentiality, Limitations of Liability, Indemnification, Governing Law and Jurisdiction, Notices, and any other provision which by its nature or express terms is intended to survive.

By clicking "I Agree", accessing, installing, or using the Services, You acknowledge that you have reviewed this Agreement and agree to be legally bound by its terms.