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Last Updated: 4/11/2021
PLEASE READ THE TERMS AND CONDITIONS BEFORE USING ENEOS’S SOFTWARE. BY ACCESSING OR USING ENEOS’S SOFTWARE OFFERING, YOU (“the Customer”) SIGNIFY ACCEPTANCE OF AND AGREE TO THETERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS, DO NOT ACCESS OR USE THE SOFTWARE.
The Terms and Conditions (“Terms and Conditions”) is entered into between Customer (“the Customer”) and Eneos BV (“Eneos”), a company incorporated andacting under the laws of Belgium, with a registered office at Dejonckerstraat 39/3, 1060 Sint-Gillis, BTW BE 0753.461.158. The Customer and Eneos are referred to hereinafter as “the Parties”. Eneos and the Customer agree that the following Terms and Conditions will apply to the Software provided by Eneos. An Agreement (“The Agreement) will be signed between the Customer and Eneos.
Eneos offers its Customers data-oriented software products (hereinafter referred to as “Software”) to automatic extract insights out of data (including but not limited to: Advanced Measurement & Verification, Leakage Detection, anomaly detection,…). Eneos offers the Software in a variety of ways, including via an Open API”(hereinafter referred to as “Eneos API”), accessible through the URL: https://www.api.eneos.cloud.
Eneos has the right to change the Terms and Conditions and the composition of its Software, as well as the features and modules within the different Software and this whenever it decides to do so. Eneos ensures that the Customer is informed of this in advance within a reasonable term through modification on its website or through communication to existing Customers via newsletters, email or other means of communication.
The Software as described on the website, in the Terms and Conditions or via other means of communication are on an “as is” basis. The Customer declares that he has been sufficiently informed about the contents and the scope of the Software and features offered by Eneos.
In these Terms and Conditions, the word “including” or “includes” means “including, but not limited to” or “includes, without limitation” and words importing the singularinclude the plural and vice versa.
2. Personal data and GDPR Compliance
b. All personal data entered into Eneos API by the Customer will be treated confidentially by Eneos to the best of its ability and with the utmost care.
c. Eneos will confine itself merely to analyzing the user behavior of itsCustomers with regards to improving its Software. A list of employees who have access to the input data can be requested by sending an email to firstname.lastname@example.org.
d. Eneos will only grant access to third parties to the input data of the Customer if we are requested to do so by law. Any costs or damage for Eneos resulting from such access will be at the expense of the Customer.
e. Eneos can under no circumstances be held liable for the loss or incorrectuse of the input data of the Customers, unless purely due to gross negligence on its part.
3. Non-personal data
a. Non-personal data could be used by Eneos to improve existing Software and create new Software, including product development or benchmarking via anonymized data.
b. Eneos can under no circumstances be held liable for the loss or incorrectuse of the input data of the Customers, unless purely due to negligence on its part.
4. Information exchange for cooperation
a. All information exchanged between Eneos and a (potential) Customer prior to cooperation between the parties to explore the possibilities of cooperation will be treated as confidential between the parties during the cooperation. This same obligation applies to all information exchanged between the parties during the cooperation.
b. The receiving party may only disclose this confidential information to its employees to the extent that it must be disclosed to them for the purpose of possible cooperation.
c. Each of the receiving parties is obliged to observe perpetual confidentiality, unless this information provided has become public through no fault of the receiving party, or if the receiving party is required to do so by law.
d. Each of the receiving parties undertakes not to exploit this information in any way or to use it for any other purpose than to explore the feasibility of cooperation between the parties.
5. Intellectual Property Rights
a. Unless explicitly stated by Eneos or explicitly agreed in a mutual agreement between both parties, Eneos API and Software, including all content and other materials on or made available through the Eneos API, is the proprietary property of Eneos and its licensors and is protected by EU and international copyright laws.
b. The Customer is granted a limited, non-transferable, non-exclusive, revocable license to access and use Eneos API and Software solely for the Customer’s own business purposes; provided, however, that, unless otherwise explicitly permitted via Eneos API, the Customer may not: (a) use Eneos API and Software other than for its intended purpose. Except as explicitly stated herein, nothing in the Terms and Conditions shall be construed as conferring any license to intellectualproperty rights, whether by estoppel, implication or otherwise.
c. Only the results of the Eneos API and the Software are delivered to the Customer by Eneos, under its permitted purposes. The intellectual property of the Software behind the Eneos API always stays of Eneos, except when there is amutual agreement between both parties that explicitly states otherwise.
a. Eneos reserves the right to amend its Terms and Conditions whenever it wishes to do so by a change on its website (www.eneos.cloud/terms-conditions). Any such change will be announced within a reasonable term in advance. Changes will be communicated on the website(s), as well as via email. Any revision will take effect upon posting of the updated Terms and Conditions on the website.
b. If the Customer does not agree to (i) a change of the offer or the composition of these Software, (ii) a change of the Terms and Conditions by Eneos or (iii) any announced price adjustment by Eneos (unless specified upfront in the agreement, e.g. indexation), the Customer may at all times simply terminatethe Agreement. Under no circumstances does this entitle the Customer to claim compensation from Eneos. It will not be possible to continue using our Software under the old conditions.
c. If any of the Terms and Conditions are found to be invalid, unlawful orotherwise unenforceable for any reason whatsoever, it will not affect the validity of the remaining provisions. In the event of invalidity, Eneos and the Customer, as far as possible and according to their loyalty and conviction,will negotiate to replace the void provision by an equivalent provision. Eneos reserves the right of first initiative to change the term(s) in question unilaterally.
7. Billing and Payment
a. Orders. All Software acquired by the Customer shall be governed exclusively by the Terms and Conditions.
b. Invoicing and Payment. Unless otherwise provided in the Agreement, Eneos shall issue a monthly invoice for the calls executed based on the pricing in the Agreement. The Customer shall pay all undisputed invoices within 30 days after Customer receives the invoice. Payments must be made to the bank account of Eneos (Account number: BE15 7360 6989 4830 at KBC Bank. All invoices are stated in Euro (€) and must be paid by the Customer to Eneos in Euro (€). The Customer is solely responsible for the payment of any bank charges.
c. Taxes. Eneos shall bill the Customer for applicable taxes as a separateline item on each invoice. The Customer shall be responsible for payment of allsales and use taxes, value added taxes (VAT), or similar charges relating tothe Customer’s purchase and use of the Software. Customer shall not be liable for taxes based on Eneos’s net income or capital. In addition, any agreement of purchasing from Eneos by the Customer implies that the Customer buys from a Belgian company, complying with Belgian taxes. This implies that no additional taxes that may be applicable in the country wherethe Customer is located or activities of the Customer take place can beconsidered as included in the price, nor the responsibility of Eneos.
Under nocircumstances does Eneos guarantee that it will maintain its prices for a specific period since it depends on the market structure.
d. In so far as the prices are based on the level of the applicable wage costs, costs of components/Software, social security contributions and public service charges, costs of materials and parts, exchange rates and/or othercosts, Eneos will be entitled, in the event of an increase or decrease of oneor more of these price factors, to increase or decrease its prices accordingly whenever it wishes to do so, in accordance with the legally permitted standards. The new price structure will be notified to the Customer, at least three months before they take effect through the official Eneos communication channels.
e. By ordering/purchasing the Software, the Customer expressly agrees to electronic invoicing by Eneos, unless agreed otherwise in writing by theparties.
f. The invoice will be sent to the email address provided by the Customer in the Agreement. The Customer undertakes to inform Eneos in time of any changes in respect to this.
g. Any invoice that has not been paid, or only partly paid, on the due date will be subject by law and without any notice of default to late payment interest of 1% per overdue month, for which a month that already started is considered to be fully lapsed. The amount due will, moreover, be increased by 10% of the invoice amount, with a minimum of one hundred euros (100 EUR, excl VAT), by way of lump sum compensation, irrespective of the right of Eneos to claim higher compensation. Eneos also reserves the right to temporarily suspend the access to Eneos API until it has received actual payment from the Customer.
h. The unconditional payment of part of an invoice amount is deemed to be an express acceptance of the invoice.
i. Invoices may only be validly protested in writing by registered letter within 14 calendar days after the invoice data. The registered letter clearly states the invoice number, invoice date and a detailed explanation of the protest.
8. Term and Termination
a. Term of Agreement. The term of the Agreement shall begin on the effective date as stated in the Agreement and shall continue until terminated by either party as outlined in this Section.
b. Subscription Term. The Subscription Term starts upon the signature date of the Agreement. During this period the Customer will have on-line access and use of the Software. The Subscription Term shall renew for successive 12-month periods unless either party delivers written notice of non-renewal to the other party at least 30 days prior to the expiration of the then-current Subscription Term.
c. Termination. Either party may terminate the Agreement immediately upon a material breach by the other party that has not been cured within thirty (30) days after receipt of notice of such breach.
d. Eneos shall be entitled at any time, without any prior notice, summon or judicial action, to terminate the Agreement with immediate effect by sending an email to the address that the Customer has provided for the purpose of the conclusion of Eneos Terms and Conditions and /or by closing the Customer’s access to Eneos API, or to suspend the Customer’s access to the Software, without being liable to pay any indemnity or damages, in case of the Customer’s insolvency, breach of law or breach of the Terms and Conditions or in the event of a force majeure event preventing Eneos from fulfilling its obligations under the Terms and Conditions or of any circumstance that would render Eneos’s performance of its obligations so costly it would result in an imbalance between the parties’ obligations.
e. Upon termination of the Agreement (i) the Customer’s acknowledges and accepts that all licenses and use rights related to the Software shallterminate; (ii) the Customer’s access to the Software shall terminate, without any refund of any amount paid by the Customer’s (unless in the case of termination by Eneos due to an event of a force majeure event or as set forthin the previous paragraph).
f. Furthermore, Eneos has the right to terminate the Agreement with the Customer -by deactivation of his user account and logins- if it believes it has an objective reason for doing so.
Objective reasons include:
- If during the course of the Agreement Eneos hasreasons to assume that the Customer’s data are false, inaccurate or obsolete;
- If Eneos discovers or has substantial reasons tosuspect that the Customer uses the Software for unauthorized purposes;
- If it is suspected that the Customer breaches the Terms and Conditions and/or the Agreement;
- If Eneos discovers that the Agreement with theCustomer is based on incorrect information of the Customer or if Eneos suspectsthat the Customer purchases a product of Eneos for reasons that cannot beconsidered as objectively reasonable and acceptable;
- If the Customer fails to pay his outstanding invoicesto Eneos in time and in full;
- In the event of an imminent bankruptcy of theprofessional Customer.
g. Expenses relating to non-payments are charged to the Customer.
h. In general, the Customer has no right to any reimbursement of the fee in the case of partial use of the Software, the suspension of the Software, the termination of the Agreement or where Eneos fails to comply with the Agreement.
i. After deactivation, Eneos is entitled to refuse the Customer any future access to the Software, or to undo the deactivation again after negotiating with the Customer.
j. Effect of Termination
- Upon termination of the Agreement, Eneos shall immediately cease providing the Software and all usage rights granted under the Agreement shall terminate.
- If Eneos terminates the Agreement due to a breach bythe Customer, then the Customer shall immediately pay to Eneos all amounts then due under the Agreement and to become due during the remaining term of the Agreement, before such termination. If the Customer terminates the Agreement due to a breach by Eneos, then Eneos shall immediately repay to the Customerall pre-paid amounts for any unperformed Software scheduled to be deliveredafter the termination date.
In any case any payments orobligations due by the Customer for the period prior to termination shall remain due.
- Upon termination of the Agreement and upon subsequent written request bythe disclosing party, the receiving party of tangible confidential information/software/models shall immediately return such information/software/models or destroy such information/software/models and provide written certification of such destruction, provided that the receiving party may permit its legal counsel to retain one archival copy of such information/software/models in the event of a subsequent dispute between the parties.
k. After a legal termination of the Agreement, access to Eneos API will remainactive for another three months to allow the Customer to download any information the Customer might want to save or export.
9. Acceptance and Registration
a. By ordering, signing up or registering to Eneos API, the Customer acknowledgesthat the Customer has read and accepted the Terms and Conditions. Eneos will provide the Customer the Terms and Conditions and the Customer will be requiredto confirm having read and accepted the Agreement and the Terms and Conditions when signing up to Eneos API. These Terms and Conditions can be consulted at all times on the Eneos website (www.eneos.cloud/terms-conditions).
b. Updated Terms and Conditions take at all times precedence over prior Terms and Conditions, both oral and written, even if they stipulate that they apply exclusively.
c. The Customer cannot accept the Agreement if the Customer is not of legalage to form a binding Agreement with Eneos.
d. By signing or accepting the Agreement and the Terms and Conditions on behalf of a company or legal entity, the Customer also confirms that the Customer has the authority to bind the company or other legal entity the Customer represents to the Agreement and the Terms and Conditions and that, in doing so, will not violate any other Terms and Conditions to which the Customeris a party.
10. Registration and Agreement Formation
a. The Agreement between Eneos and the Customer will only be legally and finally concluded when the Customer signs the Agreement and sends it back.
b. Before confirming the Agreement, Eneos is entitled to request further information about the Customer and his activities, including an assessment ofhis credit worthiness.
c. The information provided by the Customer must at least be accurate, truthful, up to date and complete.
d. Failure by the Customer to provide the correct information, or in the event of doubts by Eneos about the identity or admissibility of the activities of theCustomer will entitle Eneos to refuse to implement the Agreement by providing auser account.
e. A refusal to provide a user account (and hence a contract) by Eneos will never be a reason for any compensation.
f. Any changes or additions to the Agreement after the user account has been provided will only be considered valid after written approval of andimplementation by Eneos.
g. After the Agreement has been countersigned and sent back by Eneos, the procured Software will be made accessible for the Costumer.
11. User Accounts and Personal Logins of Eneos API
a. A user account and accompanying personal login(s) provides the Customerwith access to the Software via the Eneos API.
b. Access to the Software implies a right by the Customer to use the Software– at a charge. Under no circumstances does it imply a transfer of ownership ofthe Software by Eneos to the Customer.
c. The allocation of a user account is accompanied by the allocation of one or more logins. The number of logins corresponds with the number of users of the Customer allowed by Eneos. Logins can be distributed to the Customer’s ownstaff unless differently stated in the Agreement. Every person using the log-in accepts the Terms and Conditions.
d. Eneos has the right to refuse access to Eneos API for certain loginrequests, if it has an objective reason for doing so. Objective reasons include:
- If Eneos hasreasons to assume that the login requester’s data are false, inaccurate orobsolete;
- If Eneosdiscovers or has substantial reasons to suspect that the login requester hasintentions to use Eneos API for unauthorized purposes.
e. The Customer is responsible for the protection and security of his data concerning the user account and logins, including, but not limited to, theusername and the password. The Customer is assumed not to transfer this information to a third party and to immediately mitigate any unauthorized use as well as bring it to the attention of Eneos.
12. Delivery - Guarantees and Warranties - Liability Limitation
a. The mere announcement of the user account (with accompanying logins) to the Customer will be considered a delivery of the Software.
b. Use of the Software by the Customer is equivalent to acceptance of the Software.
c. Eneos is under an obligation of means taking particular account of the risks inherent in the Software used. In this regard, the Customer is obliged to check the technical limitations and documentation of the Software. Please read our technical documentation on the following URL: https://www.eneos.cloud/technical-documentation for more information about the use and the technical limits of the Software. Thetechnical documentation form an integral part of the Terms and Conditions.
d. Eneos undertakes to provide access to Eneos API and perform its obligations under the Agreement with all due skills and care. Furthermore, in no event shall Eneos be liable in case of inaccessibility, unavailability, interruption or bad quality of Eneos API and/or Software or any part thereof for any reason beyond Eneos’s control, including but not limited where services of another operator or access or service supplier are used, in which case Eneos shall in no event be liable for any act or omission of that third party. It is explicitly agreed that Eneos does not provide any warranty regarding internet connections or transmissions or regarding 3G/4G/LTEor other similar communications.
e. In no event shall Eneos be liable for any failure in its performance under the Agreement due to a force majeure event. In the case of a force majeure event Eneos will be entitled to temporarily suspend the performance, wholly or in part, for the duration of this force majeure or altogether, without being required to give advance notice or to pay any compensation. Cases of force majeure traditionally include: seizure, illness, war, blockade, insurrection, strike or lock-out, shortage of vehicles, scarcity of services, restrictions in the energy consumption, either with Eneos or with one of its suppliers.
f. In the event of hardship, Eneos undertakes to renegotiate the Agreement. If the parties fail to reach an agreement, Eneos reserves the right to suspend performance of the Agreement wholly or in part for the duration of the hardship.
g. Except in case of willful misconduct or intentional breach, or in the eventof personal injury directly caused by a defect in Eneos API, in no event shall Eneosbe liable for any indirect loss or damage whatsoever, including but not limited to lost profits, loss of customers, lost data, loss of intangible goods, or for damages that are not foreseeable (including as to their extent), arising out of the use and/or impossibility to access Eneos API and /or unauthorized access to Eneos API by a third party and/or actions by a third party and/or any other cause related to Eneos API.
h. Without prejudice to any other provision of the Terms and Conditions and except in the case of willful misconduct or intentional breach, or in the eventof personal injury caused by a defect in Eneos API, in no event shall Eneos’sliability in respect of all causes of action that arise hereunder exceed the total amount paid by the Customer for the use of Eneos API during the six (6)-month period preceding the date of occurrence of the damage or, in the case of aseries of damages before the latest damage to occur.
i. The warranty and liability limitations and disclaimers set forth in this section are also set forth to the benefit of all third-party suppliers and licensors.
j. Some applicable laws do not allow some exclusions or limitations set forth above, so the above exclusions or limitations may not apply to the Customer, especially if the Customer is a consumer. In such event Eneos’s warranty andliability will be limited as far as legally possible under the applicablelegislation.
13. Specific Rules for the Use of Eneos API
a. When using Eneos API, the Customer must observe all applicable laws and other regulations. The Customer is solely responsible for the information andcontent provided by the Customer.
b. It is prohibited to carry out attacks on the performance of Eneos API, such as hacking attempts, brute force attacks, the use or the sending of spyware,viruses and worms.
c. If the Customer violates these rules, we are entitled to warn the Customer,suspend the Customer or possibly even completely exclude the Customer from using Eneos API.
d. It is prohibited to invite, demonstrate or share access to Eneos API tocompeting companies of Eneos offering similar software.
e. The Customer agrees that any application or service which incorporates results obtained from Eneos API shall prominently display the message “Powered by Eneos” in a legible manner near the data or any information derived from any data from the Software. This message must, if possible, open a link to https://eneos.cloud when clicked or touched. The Customer may not display or invoke the Software or Eneos name or logo in any manner that implies a relationship or affiliation with, sponsorship, promotion, or endorsement by Eneos, except as authorized by the Agreement.
f. If the Customer’s application for access to the Software is approved, Eneos API will provide the Customer with an API Key which will enable the Customer to access the Software. The Customer’s API Key is to be kept confidential and is not to be published or otherwise made accessible to the general public. If the Customer becomes aware of any unauthorized use of the Customer’s API Key, the Customer will immediately inform Eneos. Eneos may unilaterally reset the Customer’s API Key if it notices unauthorized use.
14. Support and Maintenance
a. Support and Maintenance is included in the Software and entitles the Customerto the following:
Telephone or electronic support in order to help the Customer locate and correct problems with the Software and/or Eneos API, where the software does not behave according to the specifications. Eneos decides at is sole discretion whether support takes place by phone or electronically (and which medium), and will respond and resolve any issue within a reasonable timeframe.
- Bug fixes and code corrections to correct malfunctions of the Software in order to bring the Softwareinto substantial conformity with the Terms and Conditions
- All extensions, enhancements and other changes that Eneos, at its sole discretion, makes or adds to the Software as part of the standard software and which Eneos furnishes, without charge, to all other Customers of the Software. This does not include custom developments or features for specific Customers.
- Up to three (3) dedicated contacts designated by the Customer in writing that will have accessto support services.
b. Please note that the Support services do not include:
- Technical Assistance: Questions about optimal product usage, configuration or custom development support (such as your customizations of the Software or your integrations of the Software with your or third-party developed software or data), non-bug related technical problems or consultancy related to the interpretation of the Software’s results.
- Enhancement Request: A lack in current features of the Software requiring new programming, and/or requests for product enhancements.
- Other requests:Any other requests different from those defined in 13.a.
- These questions fall outside the scope of the Support, determined at our reasonable discretion, and support for these types of requests can be delivered through Eneos’s own Professional Software offerings (such as first level Technical Assistance, Training, Specialized Consulting or Outsourcing services). However, we may review such additional support requests, which may be included in the subsequent product release, at our discretion. Our decision regarding these requests will be notified to you.
c. Accessing Support
The supportemail address is email@example.com. The support phone number is +32 4220.127.116.11
d. Additional provisions
Consistently failing to comply with the response and resolution goals can be considered by the Customer as unavailability of the service, thus not paying of any licensefees or payment for the specific software for which the failure was applicable, for the period Eneos did not comply. However, failing to meet the response and resolution goals can by no means lead to any liability or penalties, unless defined differently in a specific SLA signed between Eneos and the Customer.
a. Indemnification by Eneos. If a third party makes a claim against the Customer that the Software infringes any patent or copyright, or misappropriates any trade secret, or that Eneos’s negligence or willful misconduct has caused bodily injury or death, Eneos shall defend the Customer and its directors, officers and employees against the claim at Eneos’s expense and Eneos shall payall losses, damages and expenses (including reasonable attorneys’ fees) finally awarded against such parties or agreed to in a written settlement agreement signed by Eneos, to the extent arising from the claim. Eneos shall have no liability for any claim based on (a) the Customer content, (b) modification ofthe Software not authorized by Eneos, or (c) use of the Software other than in accordance with the Terms and Conditions.
b. Indemnification by the Customer. If a third party makes a claim against Eneos that the Customer’s content infringes any patent, copyright or trademark,or misappropriates any trade secret, the Customer shall defend Eneos and its directors, officers and employees against the claim at the Customer’s expenseand the Customer shall pay all losses, damages and expenses (including reasonable attorneys’ fees) finally awarded against such parties or agreed to in a written settlement agreement signed by the Customer, to the extent arising from the claim.
c. Conditions for Indemnification. A party seeking indemnification under this section shall (a) promptly notify the other party of the claim, (b) give the other party sole control of the defense and settlement of the claim, and (c) provide, at the other party’s expense for out-of-pocket expenses, the assistance, information and authority reasonably requested by the other partyin the defense and settlement of the claim.
16. General Provisions
a. Assignment. Neither party may assign the Agreement or any right under the Agreement, without the consent of the other party, which consent shall not be unreasonably withheld or delayed; provided however, that either party may assign the Agreement to an acquirer of all or substantially all of the business of such party to which the Agreement relates, whether by merger, asset sale or otherwise. The Agreement shall be binding upon and inure to the benefit of the parties’ successors and permitted assigns. Either party may employ subcontractors inperforming its duties under the Agreement, provided, however, that such partyshall not be relieved of any obligation under the Agreement.
b. Severability. If any term of the Agreement or the Terms and Conditions is held to be invalid or unenforceable, that term shall be reformed to achieve as nearly as possible the same effect as the original term, and the remainder of the Agreement and Terms and Conditions shall remain in full force.
c. Agreement. The Agreement contains the entire Agreement of the parties and supersedes all previous oral and written communications by the parties, concerning the subject matter. The Agreement may be amended solely in a writing signed by both parties. Standard or printed terms contained in any purchase order or sales confirmation are deemed rejected and shall be void unless specifically accepted in writing by the party against whom their enforcement is sought; mere commencement of work or payment against such forms shall not bedeemed acceptance of the terms.
d. Publicity. Eneos may include the Customer’s name and logo in its customer lists and on its website.
e. No Third-Party Beneficiaries. The Agreement is an agreement between the parties, and confers no rights upon either party’s employees, agents, contractors, partners of customers or upon any other person or entity.
f. Eneos acts as a facilitator for the processing of the input data of the Customer. The Customer is and remains ultimately responsible for his processed input data and their contents. The processing through Eneos may take place anywhere in the world using the techniques Eneos itself considers sufficientvia a cloud infrastructure provider within a subscription managed and accessible by Eneos only.
g. Independent Contractor. The parties have the status of independent contractors, and nothing in the Agreement nor the conduct of the parties will be deemed to place the parties in any other relationship. Except as provided in the Agreement, neither party shall be responsible for the acts or omissions of the other party or the other party’s personnel.
17. Applicable Law and Jurisdiction
a. The Terms and Conditions are governed by Belgium law, without giving effectto its conflict of law’s provisions or those of the Customer’s actual state orcountry of residence if the Customer is a consumer or those of the Customer’s registered office if the Customer is a business. Disputes will beresolved exclusively by the courts of the court district where Eneos has its registered office, unless Eneos expressly provides otherwise.