FIRE ANGEL WI-SAFE GATEWAY – END USER LICENCE AGREEMENT

THIS IS A LEGAL AGREEMENT. PLEASE READ THIS END USER LICENCE AGREEMENT (“EULA”) CAREFULLY.

THIS EULA:

• TELLS YOU INFORMATION ABOUT US;
• TELLS YOU THE TERMS AND CONDITIONS RELATING TO THE FIRE ANGEL WI-SAFE CONNECT SERVICE (“Service”) AND THE SOFTWARE THAT IS EMBEDDED IN THE FIRE ANGEL WI-SAFE GATEWAY PRODUCT (“Product Software” AND “Product” respectively);
• PLACES CERTAIN RESPONSBILIITES ON YOU RELATING TO THE PRODUCT SOFTWARE. YOUR ATTENTION IS DRAWN PARTICULARLY TO CLAUSE 3 ON THIS POINT.

BY USING THE PRODUCT, YOU ARE ACCEPTING AND AGREEING TO THE TERMS AND CONDITIONS SET OUT IN THIS EULA ON BEHALF OF YOURSELF OR THE ENTITY YOU REPRESENT IN CONNECTION WITH SUCH ACCESS. YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY AND CAPACITY TO ACCEPT AND AGREE TO THE TERMS AND CONDITIONS SET OUT ON THIS EULA ON BEHALF OF YOURSELF OR THE ENTITY YOU REPRESENT.

IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, YOU MAY NOT USE THE PRODUCT AND YOU SHOULD CEASE AND DESIST FROM USING THE PRODUCT AND YOU SHOULD UNINSTALL THE PRODUCT FROM YOUR PROPERTY/PREMISES.

In this EULA, “we” “us” and “our” means Sprue Safety Products Limited. We are a private limited company, registered under the laws of England and Wales, with company number 3641019 and whose registered address is Bridge House, 4 Borough Street, London Bridge, London, SE1 9QR.

AGREED TERMS:-

1. The Service and Product Software restrictions

1.1. From the date of this EULA (i.e. the date on which you tick the relevant box, signifying your agreement to this EULA, when prompted to do so) unless and until the EULA is terminated by you or us in accordance with clause 5 (“Term“), we will provide the Service. The Service will comprise:

1.1.1. permitting the Product to be connected to our network and activating the Product and Product Software when that connection has been established;

1.1.2. (after the Product has been connected to the network and the Product and Product Software have been activated) receiving data from the Product via the Product Software and storing and hosting that data on our servers;

1.1.3. transferring that data to the entity that installed the Product in your premises (“Contract Service Provider“).

1.2. You may use the Product Software only together with and for the purposes of using of the Product. Save as provided in this EULA, or the terms of any open source software licence (in respect of any open source software contained in the Product Software), you shall not (and you shall not procure, enable, instruct, encourage or otherwise allow other persons to):

1.2.1. use the Product Software (or any part thereof) on any device or computer other than the Product that you own or control;

1.2.2. copy, adapt, reverse engineer, decompile, disassemble, modify, translate, duplicate, create derivative works from, frame, mirror, republish, transmit, distribute, merge or make error corrections to the Product Software in whole or in part, except as permitted by statute or regulation for the purposes of interoperability;

1.2.3. remove, amend or hide any proprietary or other notices of Sprue Safety Products Limited that are contained in the Product Software;

1.2.4. rent, lease, dispose of, sub-licence or loan the Product Software (in whole or part);

1.2.5. provide, or otherwise make available, the Product Software in any form, in whole or in part to any person.

2. Product Software Updates

From time to time, we may develop patches, bug fixes, updates and other modifications to improve the performance of the Product Software (“Updates“). Updates may be remotely and automatically downloaded and installed onto the Product without providing any notice to you or obtaining any additional consent from you and you hereby consent to the automatic download and installation onto the Product of such Updates. If you do not consent to such Updates, you should cease and desist from using the Product Software (which will prevent you from being able to use the Product).

3. Data Protection compliance – YOUR ATTENTION IS DRAWN PARTICULARLY TO THIS CLAUSE

3.1. In the event that you are not the person living at the premises at which the Product will be installed (for example, if you lease the property in which the Product is installed to a third party), you recognise and accept that you have responsibility for procuring all consents necessary under any applicable data protection laws from time to time (including, but not limited to, the Data Protection Act 1998) in order for us to lawfully collect, hold, process and transfer the personal data of that person (as described in our Privacy Policy [INSERT AS LINK TO PRIVACY POLICY] that term is defined in section 1(1) of the Data Protection Act 1998) in the manner and for the purposes described our Privacy Policy [INSERT AS LINK TO PRIVACY POLICY]. You hereby indemnify us and hold us harmless in respect of all damages, losses, penalties, fines, costs and/or expenses incurred by us (in each case, whether direct, indirect, consequential or special) as a result of your failure to comply with this clause.

4. Limitations of the Product, Product Software and the Service

4.1. You acknowledge and accept that we will not (and we give no warranty, representation, undertaking or assurance that we will):

4.1.1. notify any emergency service in the event that the alarm in your Product is triggered;

4.1.2. notify you in the event that we receive data from the Product, that does or may indicate that the Product/Product Software is faulty or operating outside its normal parameters.

4.2. You shall be solely responsible for procuring and maintaining in good order your own network connections and telecommunications links from your systems to ours. You recognise that for as long as you fail to comply with the requirements of this clause 4.2, then we have no obligation to (and no liability for failing to) provide the Service.

4.3. Any delay or failure of the Service arising from or relating to your network connections or telecommunications links or caused by the Internet shall not be our responsibility and we shall have no liability for the same.

5. Termination

5.1. You may terminate this EULA and the Service at any time and with immediate effect by permanently disconnecting the Product from the Internet and uninstalling the Product.

5.2. Without affecting any other right or remedy available, either party may terminate this EULA and the Service with immediate effect by giving written notice to the other party if:

5.2.1. the other party commits a material breach of any term of this EULA which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;

5.2.2. the other party repeatedly breaches the terms of this EULA in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this EULA;

5.2.3. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

5.3. We may terminate the EULA and the Service at any time 12 months or more after your Service has been first activated in respect of the Product, by giving you written notice of the same. You recognise and agree that this is reasonable because the price of the Product is calculated on the basis that the Service will only be provided for a limited period of time.

5.4. Termination or expiry of this EULA and the Service shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the EULA which existed at or before the date of termination.

5.5. On termination for any reason:

5.5.1. all rights granted to you under this EULA shall cease;

5.5.2. you shall cease all activities authorised by this EULA;

5.5.3. you shall immediately and permanently disconnect and uninstall the Product and certify to us (at our request) that you have done so.

6. Limitation of Liability

6.1. This paragraph 6 sets out the entire liability of each party (and that of each party’s officers, employees, agents and/or servants) to the other in respect of:

6.1.1. any breach of this EULA, howsoever arising;

6.1.2. the Service;

6.1.3. any representation, statement or tortious act or omission (including negligence) arising under or in connection with this EULA and/or the Service; and

6.1.4. any other liability (including non-contractual) howsoever arising under any legal theory whatsoever, arising under or in connection with this EULA and/or the Service.

6.2. Nothing in this EULA shall exclude or limit either party’s liability for:

6.2.1. death or personal injury resulting from negligence; or

6.2.2. fraud or fraudulent misrepresentation or willful default; or

6.2.3. for any other matter for which it would be unlawful for either party to exclude or limit or attempt to exclude or limit its liability.

6.3. Subject to clauses 3.1 and 6.2, and save in respect of claims that you have infringed any intellectual property rights in the Product and/or the Product Software, neither party shall under any circumstances whatsoever be liable to the other party, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, and/or otherwise howsoever arising under any legal theory whatsoever, for any of the following losses (in each case, whether direct or indirect):

6.3.1. loss of profit or revenue;

6.3.2. loss of reputation or depletion of goodwill;

6.3.3. loss of business;

6.3.4. loss of contracts or loss of business opportunity;

6.3.5. loss of anticipated saving;

6.3.6. payments (e.g. penalties) due to be paid/paid to any third party under any contract or arrangement;

6.3.7. wasted management and/or staff time and/or office time;

6.3.8. loss or corruption of data, information or software;

6.3.9. damage to property (e.g. buildings and/or possessions),

nor any special, indirect, or consequential loss.

6.4. Subject to clauses 3.1 and 6.2, and save in respect of claims that you have infringed any intellectual property rights in the Product and/or the Product Software, each party’s total liability to the other party, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or for misrepresentation and/or otherwise howsoever arising under any legal theory whatsoever, shall be limited to GBP £500 (five hundred pounds sterling).

7. Intellectual property rights

7.1. You acknowledge that all intellectual property rights in the Product and the Product Software belong to us or our licensors, and you shall have no rights in or in respect of the Product or the Product Software other than the right to use them in accordance with their normal use and the terms of this EULA.

8. Interpretation of this EULA

8.1. A reference in this EULA to a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns.

8.2. References in this EULA to clauses are to the clauses of this EULA. Clause headings shall not affect the interpretation of this EULA

8.3. In this EULA, a reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time, provided that, as between the parties, no such amendment, extension or re-enactment shall apply for the purposes of this agreement to the extent that it would impose any new or extended obligation, liability or restriction on, or otherwise adversely affect the rights of, any party. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.

8.4. Any obligation in this EULA on a party not to do something includes an obligation not to allow that thing to be done.

8.5. In this EULA:

8.5.1. words in the singular shall include the plural and vice versa;

8.5.2. reference to writing or written includes e-mail; and

8.5.3. any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

9. Force Majeure

9.1. A party shall not be in breach of this EULA, nor liable for any failure or delay in performance of any obligations under this EULA (and the time for performance of the obligations shall be extended accordingly) arising from or attributable to acts, events, omissions or accidents beyond its reasonable control (“Force Majeure Event“), including but not limited to any of the following:

9.1.1. acts of God, including but not limited to fire, flood, earthquake, windstorm or other natural disaster;

9.1.2. war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions;

9.1.3. terrorist attack, civil war, civil commotion or riots;

9.1.4. nuclear, chemical or biological contamination or sonic boom;

9.1.5. fire, explosion or accidental damage;

9.1.6. adverse weather conditions;

9.1.7. collapse of building structures, failure of computers or vehicles;

9.1.8. any labour dispute, including but not limited to strikes, industrial action or lockouts;

9.1.9. non-performance by suppliers or subcontractors (other than by companies in the same group as the party seeking to rely on this sub-clause); and

9.1.10. interruption or failure of utility service, including but not limited to electric power, telecommunications, gas or water.

9.2. If the Force Majeure Event prevails for a continuous period of more than 3 months, either party may terminate the EULA by giving 30 days’ written notice to all the other party. On the expiry of this notice period, this EULA will terminate. Such termination shall be without prejudice to the rights of the parties in respect of any breach of this EULA occurring prior to such termination.

10. Notices

10.1. Any notice given to a party under or in connection with this EULA shall be in writing and shall be delivered by hand or by pre-paid first class post or other next working day delivery service, addressed to its registered office or its principal place of business or:

10.1.1. by email to us at support@wi-safeconnect.com;

10.1.2. by email to you at the email address to us at the time when the Product was connected to our network.

10.2. Any notice shall be deemed to have been received:

10.2.1. if delivered by hand, on signature of a delivery receipt;

10.2.2. if sent by email, the date the email is sent, provided that the sending party can produce evidence that the email was correctly addressed and that it left its systems; or

10.2.3. if sent by pre-paid first class post or other next working day delivery service at 9.00 am on the second business day after posting or at the time recorded by the delivery service.

10.3. This clause does not apply to the service of any proceedings or any other documents in any legal action.

11. General

11.1. Entire Agreement. This EULA constitutes the entire agreement between us relating to its subject matter and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter.

11.2. Non-Reliance. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this EULA. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this EULA. Nothing in this document shall exclude or limit any liability for fraud.

11.3. Variation. No amendment or variation of this EULA shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

11.4. Assignment and other dealings. You may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of your rights and obligations under this EULA without our prior written consent (which we may withhold at our absolute discretion).

11.5. Waiver. No failure or delay by a party to exercise any right or remedy provided under this EULA or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

11.6. Severance If any provision or part-provision of this EULA is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this EULA.

11.7. Third party rights. No person, other than a party to this EULA, shall have any rights under or in connection with this EULA.

11.8. Governing law. This EULA and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

11.9. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this EULA or its subject matter or formation (including non-contractual disputes or claims).

FIRE ANGEL WI-SAFE GATEWAY – PRODUCT PRIVACY POLICY

This Privacy Policy (together with our End User Licence Agreement) and any other document referred to in it) sets out the basis on which any personal data we collect from you, or you provide to us (e.g. via the operation of the Product, Product Software and/or the Service) will be processed by us. Please read the following carefully to understand our views and practices regarding your personal data and how we will treat it.

In this Privacy Policy, “we” “us” and “our” means Sprue Safety Products Limited. We are a private limited company, registered under the laws of England and Wales, with company number 3641019 and whose registered address is Bridge House, 4 Borough Street, London Bridge, London, SE1 9QR.

We are the “data controller” of personal data we collect from you or you provide to us (e.g. via the operation of the Product, Product Software and/or Service. Under the Data Protection Act 1998, the ‘data controller’ is responsible for ensuring that your personal information is lawfully and property processed. Our registration number under the Data Protection Public Register is ZA062715.

In this Privacy Policy, the terms “Contract Service Provider“, “Product“, “Product Software” and “Service” have the same meanings as set out in our End User Licence Agreement.

1. INFORMATION WE MAY COLLECT FROM YOU

We may collect and process the following data about you:

• Information you give us (“Submitted information“): You may give us information about you by filling in forms we ask you to complete in relation to the Product, the Product Software and/or the Service (i.e. by submitting forms to us (via the Internet) that we ask you to complete), or by corresponding or communicating with us by telephone, email or otherwise howsoever. This includes information you provide to us when you register the Product with us and register with us for the Service, at the time when the Product is installed; and/or if and when you submit enquiries to us about, or report a problem/defect you are experiencing with, the Product, the Product Software and/or the Service. The information you give us may include your first and last names, address, e-mail address, telephone number, country of residence, enquiries you submit to us about the Product, the Product Software and/or the Service, information about problems/defects you are experiencing the Product, the Product Software and/or the Service and/or details relating to why you are corresponding with/contacting us.
• Information we collect via the Product, Product Software and the Service: During its operation, the Product will (via the Product Software and the Service) automatically collect and send to us the following information:
  • technical information, comprising the type of Product you use, a unique product identifier (for example, the serial number and/or model number of the Product) the MAC address of the Product’s network interface, network information, time zone setting, Product Software version number (“Product Information“);
  • details about the operation of the Product and/or the Product Software, comprising the activation state of the Product (i.e. whether it is turned on, connected to our network and operating within normal parameters (which is determined solely by us)), the dates and times at which the alarm in the Product has been triggered (e.g. by smoke or carbon monoxide) and if and when the alarm in the Product has been silenced subsequently, the dates and times at which the “test” button on the Product has been pressed, battery charge level and other diagnostic information about the Product and its performance (“Operational Information“).
• Information we receive from other sources (“Third Party Information”): We work closely with other parties (including, for example, Contract Service Providers, technical services providers and distributors of the Product) to enable us to monitor the quality of our products and their operation and we may receive information from those other parties about you, about the Product, the Product Software and/or the Service. This will include information that we receive from:
• the entity who installed the Product, who may provide us with information about you (including your name, your email address and/or your correspondence address, your Product serial number and information about correspondence/contact you have had with them concerning the Product, the Product Software and/or the Service and/or its/their operation. This is so that we can monitor the quality of our products, their operation and/or our products’ compliance with applicable laws and regulations and/or so that we can contact you or the installer of the Product about issues/faults with/the performance of the Product, the Product Software and/or the Service.

2. HOW WE USE YOUR INFORMATION

We use the information we hold about you (i.e Submitted Information, Product Information, Operational Information and Third Party Information) in the following ways:

• Submitted Information is used by us to register your Product on our network, so that the Product can (i.e. via the Internet) connect to our network and perform its function and in order for the Service to operate or to notify you that we are ending the Service in accordance with the End User Licence Agreement;
• Submitted Information, Product Information and Operational Information are used by us so that we can:
  1. identify your Product on our network (and distinguish it from other products on our network);
  2. monitor the Product and its operation and use in connection with the Service. We will use the information gathered to ascertain behaviour patterns in respect of the use made of and/or interaction with the Product from time to time. For example, the Product Software will tell us the number of times the alarm in the Product is triggered and subsequently silenced over a period of time and we will use the information we gather to understand the frequency of risk patterns where fire/temperature/CO risk is identified;
  3. in the event that the alarm in the Product is triggered, send automated notifications to you via a mobile software application (if you have downloaded and installed the same on a mobile device) and/or to a third party email address (nominated by you);
  4. to analyse faults with the Product that are reported to us via the Service and to provide customer assistance in respect of such faults in accordance with any applicable warranty in respect of the Product;
  5. to develop and/or improve the technical operation and/or quality of our products/services and/or any software used in connection with our products/services.
• Submitted Information and Third Party Information are used by us to provide you with customer service and support in relation to the Product, the Product Software and/or the Service, if and when you contact us and ask us to do so.

We may also use the information you provide to us in an aggregated and anonymous form for research purposes and to help us make development, marketing, sales and/or other business decisions.

We may associate any category of information with any other category of information and will treat the combined information as personal data in accordance with this policy for as long as it is combined.

3. DISCLOSURE OF YOUR INFORMATION

At any time during which the Product, the Product Software and/or the Service are in use, we may disclose some or all of the data we collect from you to the following third parties:

• We may disclose your personal information: to any member of our group, which means our subsidiaries, our ultimate holding company and its subsidiaries, as defined in section 1159 of the Companies Act 2006.
• We may disclose your personal information to third parties:
  1. in the event that we plan to sell or buy any business or assets, in which case we may disclose your personal information to the prospective seller or buyer of such business or assets, but we will only do so after the prospective seller or buyer has entered into an agreement with us to protect the confidentiality and security of your personal information which may be disclosed to the prospective seller or buyer and which ensures that the prospective seller or buyer will not use the information disclosed to them for any purpose other than deciding whether to purchase/sell such business or assets and if the same are purchased to allow them to operate the business or use the assets;
  2. if Sprue Safety Products Limited or substantially all of its assets are acquired by a third party, in which case personal information held by it about users of the Product/Product Software/Service will be one of the transferred assets;
  3. if we are under a duty to disclose or share your personal data in order to comply with any legal or regulatory obligation or request;
  4. in order to enforce or apply the EULA and/or any other agreements or to investigate potential breaches and/or to protect the rights, property or safety of Sprue Safety Products Limited, our customers, or others.

5. WHERE WE STORE YOUR PERSONAL DATA

Information you provide to us by corresponding with us by telephone, email or otherwise howsoever will be filed and stored at Sprue Safety Products Limited, Vanguard Centre, Coventry, CV4 7EZ.

Information which we collect from and about you (including Submitted Information, Product Information and Operational Information) will also be stored using the Amazon Cloud service, via an account which we control and administer. The information stored using the Amazon Cloud service is a distributed cloud platform, and therefore the information we collect is not stored at one specific address. Nevertheless, all the information you provide to us and which we collect will be stored at a destination within the European Economic Area (“EEA”). Staff members operating within the EEA who work for or on behalf of us may process the information that you give to us and which we collect. Such staff members may, among other things, be involved in the provision of support services in relation to the Product, the Product Software and/or the Service. By submitting your personal information, you are agreeing to such processing, transfer or storage as outlined in this Privacy Policy. We will take all reasonable steps necessary to maintain the security of your personal information in accordance with this Privacy Policy.

Unfortunately, the transmission of information via the internet is not completely secure. Although we will do our best to protect your personal information, we cannot guarantee the security of your personal information transmitted to us via any electronic manner (e.g. via email/ the Internet); any transmission is at your own risk. Once we have received your information, we will use strict procedures and security features to try to prevent unauthorised access.

6. YOUR RIGHTS

You have the right to access personal data we hold about you under the Data Protection Act 1998. This is called a “Subject Access Request”. Should you wish to make a Subject Access Request, please make your Subject Access Request to us in writing. Please be advised that a fee of £10 (payable to Sprue Safety Products Limited) is applicable per request. This fee is to meet our costs in providing you with details of the personal data we hold about you.

Our websites may, from time to time, contain links to and from the websites of our partner networks, advertisers and affiliates (including, but not limited to, websites on which the Product, Product Software and/or the Service are advertised). If you follow a link to any of these websites, please note that these websites and any services that may be accessible through them have their own privacy policies and that we do not accept any responsibility or liability for these policies or for any personal data that may be collected through these websites or services, such as contact and location data. Please check these policies before you submit any personal data to these websites or use these services.

If you have any questions about the way in which we collect or process your information, please contact us. Similarly, if the information we hold about you is incorrect or out of date, please let us know and we will investigate further to correct any inaccuracies. You can also find out more about your rights under the Data Protection Act 1998 by visiting the Information Commissioner’s Office website at www.ico.org.uk or by writing to: Information Commissioner’s Office, Wycliffe House, Water Lane, Wilmslow, SK9 5AF.

7. CHANGES TO OUR PRIVACY POLICY

This Privacy Policy is effective from September 2016. Any changes we may make to our Privacy Policy in the future will be posted on our website (at www.sprue.com) and, where appropriate, notified to you by e-mail. Please check our website frequently to see any updates or changes to this Privacy Policy.

FIRE ANGEL WI-SAFE CONNECT – MOBILE APP LICENCE TERMS

PLEASE READ THIS DOCUMENT CAREFULLY BEFORE USING THE APP. IT CONTAINS LEGAL OBLIGATIONS PLACED ON YOU.

This end-user licence agreement (“EULA”) is a legal agreement between you (“you“) and Sprue Safety Products Limited (a private limited company, registered under the laws of England and Wales, with company number 3641019 and whose registered address is Bridge House, 4 Borough Street, London Bridge, London, SE1 9QR) (“we“, “us” or “our“) in respect of the Fire Angel Wi-Safe Connect mobile application software (version 1.0) and associated services (the “App“) and any electronic documents provided by us with or forming part of it (“Documents“).

We license use of the App and Documents to you on the basis of this EULA and any rules or policies applied by any appstore provider or operator from whose site (for example, the appstore operated by Apple, Inc.) you downloaded the App (“Appstore” and “Appstore Rules” respectively). We do not sell the App or Documents to you. We remain the owners of the App and Documents at all times.

OPERATING SYSTEM REQUIREMENTS: THE APP REQUIRES A SMART PHONE (“Device“) WITH A MINIMUM OF [16GB] OF MEMORY, INTERNET ACCESS AND THE IOS or ANDROID OPERATING SYSTEM (IOS version 4.0-10.0 / Android 3.0 – 5.0) (“Operating System Requirements“)

IMPORTANT NOTICE:

• BY CLICKING ON THE “ACCEPT” BUTTON WHEN PROMPTED TO DO SO UPON OPENING THE APP, YOU ACCEPT AND AGREE TO THESE TERMS, WHICH WILL BIND YOU.
• IF YOU DO NOT AGREE TO THESE TERMS, WE WILL NOT LICENCE THE APP AND/OR DOCUMENTS TO YOU AND YOU MUST CEASE AND DESIST FROM USING THE APP AND DELETE THE APP FROM THE DEVICE TO WHICH IT WAS DOWNLOADED. UNLESS YOU AGREE TO THESE TERMS, YOU MAY NOT USE THE APP OR THE DOCUMENTATION.

AGREED TERMS:-

1. Acknowledgements

1.1. The terms of this EULA apply to the App and the services accessible through the App (“Service“), including any updates or supplements to the App.

1.2. We may change these terms at any time by notifying you of a change when you next start the App following a change in these terms. The new terms will be displayed on-screen and you will be required to read and accept them in order to continue your use of the App, the Documentation and the Service.

1.3. From time to time, updates to the App may be issued by us via an Appstore. Depending on the update, you may not be able to use the Service until you have downloaded or streamed the latest version of the App and accepted any new terms (as described in clause 1.1).

1.4. You will be assumed to have obtained permission from the owner of the Device (if you are not the owner of the Device) to download and store the App on the Device. You or they may be charged by your or their service provider for internet access on the Device.

1.5. A reference in this EULA to a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns.

1.6. References in this EULA to clauses are to the clauses of this EULA. Clause headings shall not affect the interpretation of this EULA

1.7. A reference in this EULA to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time, provided that, as between the parties, no such amendment, extension or re-enactment shall apply for the purposes of this agreement to the extent that it would impose any new or extended obligation, liability or restriction on, or otherwise adversely affect the rights of, any party. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.

1.8. Any obligation in this EULA on a party not to do something includes an obligation not to allow that thing to be done.

1.9. In this EULA:

1.9.1. words in the singular shall include the plural and vice versa;

1.9.2. a reference to writing or written includes e-mail; and

1.9.3. any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2. Grant and scope of licence

2.1. In consideration of you agreeing to (and on the condition that you do, throughout the term of this EULA) abide by the terms of this EULA, we grant you a non-transferable, non-exclusive licence to use the App on a Device, subject to the terms of this EULA and the Appstore Rules.

2.2. You may:

2.2.1. download a copy of the App onto one Device in order to view, use and display the App on the Device (and to access the Service made available via the App) for your personal purposes only; and

2.2.2. use the Documents for your personal purposes in connection with your use of the App only.

3. About the Service and use of your data

3.1. In order to link the App with your Fire Angel Wi-Safe Connect product (“Product”), you will need to:

3.1.1. download the App from the App Store;

3.1.2. request, from the service provider who manages your Product account, a specific activation code to be sent to an email account nominated by you; and

3.1.3. follow the in-App set-up procedure, which will include entering the activation code you have obtained pursuant to clause 3.1.1.

3.2. The Service made available via the App comprises:

3.2.1. linking the Product with the App when you have taken the steps described in clause 3.1;

3.2.2. notifying you if the Product has lost connection to our network;

3.2.3. notifying you if the Product has developed a fault; and

3.2.4. notifying you about the dates and times at which the alarm in the Product has been triggered

3.2.5. allowing you to view the history of your Product network;

3.2.6. allowing you to view the last time alarms connected to the Product were tested;

3.2.7. allowing you to view multiple networks and/or gateways (provided that your account preferences have been configured by your account service provider to allow you to do so);

3.2.8. turn off Product notifications via your Device;

3.2.9. making information available to you (via URLs displayed in the App), comprising Product information, Product datasheets, Product manuals, information on troubleshooting and frequently asked questions.

3.3. You acknowledge and accept that:

3.3.1. you shall:

3.3.1.1. ensure that the Device meets the Operating System Requirements;

3.3.1.2. procure and maintain in good order your on network connections and telecommunications links from your Device, Product and System to ours; and

3.3.2. neither the App, the Service or we will notify any emergency service in the event the alarm in the Product is triggered. It is your responsibility to take any action you deem necessary upon receipt of any of the notifications described in clauses 3.2.2 to 3.2.4 (inclusive).

3.4. You recognise that for as long as you fail to comply with clause 3.3.1 then we have no obligation to (and no liability for failing to) provide the Service. Further, any delay or failure of the App and/or the Service arising from or relating to your network or telecommunications links or caused by the Internet shall not be our responsibility and we shall have no liability for the same.

3.5. You acknowledge that, during your use of the App and the Service, we may collect, certain data from you. The data will comprise a unique identification number for your Device, your username and your password for the App. We will use the data we collect so that we can provide the Service to you.

4. Licence restrictions

Except as expressly set out in this EULA, or as permitted by any local law, you agree:

4.1.1. not to copy the App or Documents (in whole or in part), except where such copying is incidental to normal use of the App, or where it is necessary for the purpose of back-up or operational security;

4.1.2. not to rent, lease, dispose of, sub-licence or loan the App or Documents (in whole or in part);

4.1.3. not to make alterations to, or modifications of, the whole or any part of the App, or permit the App or any part of it to be combined with, or become incorporated in, any other programs;

4.1.4. not to adapt, reverse engineer, decompile, disassemble, translate, duplicate, create derivative works from, frame, mirror, republish, transmit, distribute, merge or make error corrections to the whole or any part of the App or attempt to do any such thing except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the App with another software program;

4.1.5. not to remove, amend or hide any proprietary or other notices that are contained in the App or the Documents; and/or

4.1.6. not to provide or otherwise make available the App in whole or in part (including object and source code), in any form to any person,

together “Licence Restrictions“.

5. Acceptable use restrictions

You must not:

5.1.1. use the App or the Service in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this EULA, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into the App, the Service or any operating system;

5.1.2. infringe our intellectual property rights or those of any third party in relation to your use of the App or the Service (to the extent that such use is not licensed by this EULA);

5.1.3. transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the App or the Service;

5.1.4. use the App or the Service in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; and

5.1.5. collect or harvest any information or data from the Service or our systems or attempt to decipher any transmissions to or from the servers running the Service, save to the extent that the same is required by normal use and function of the App,

together “Acceptable Use Restrictions“.

6. Intellectual property rights

6.1. You acknowledge that all intellectual property rights in the App, the Documents and the Service belong to us or our licensors, that the App, the Documents and the Service are licensed (not sold) to you, and that you have no rights in, or in respect of, the App, the Documents or the Service other than the right to use each of them in accordance normal use and the terms of this EULA.

6.2. You acknowledge that you have no right to have access to the App in source-code form.

7. Limitation of liability

7.1. This clause 7 sets out the entire liability of each party (and that of each party’s officers, employees, agents and/or servants) to the other in respect of:

7.1.1. any breach of this EULA, howsoever arising;

7.1.2. the App, the Documents and the Service (or any use made thereof);

7.1.3. any representation, statement or tortious act or omission (including negligence) arising under or in connection with this EULA; and

7.1.4. any other liability (including non-contractual) howsoever arising under any legal theory whatsoever, arising under or in connection with this EULA.

7.2. You acknowledge that the App has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the App (including the Service) meet your requirements.

7.3. Nothing in this EULA shall exclude or limit either party’s liability for:

7.3.1. death or personal injury resulting from negligence; or

7.3.2. fraud or fraudulent misrepresentation or willful default; or

7.3.3. for any other matter for which it would be unlawful for either party to exclude or limit or attempt to exclude or limit its liability.

7.4. Subject to clause 7.3, and save in respect of claims that you have infringed any intellectual property rights in App, the Documents or the Service, neither party shall under any circumstances whatsoever be liable to the other party, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, and/or otherwise howsoever arising under any legal theory whatsoever, for any of the following losses (in each case, whether direct or indirect):

7.4.1. loss of profit or revenue;

7.4.2. loss of reputation or depletion of goodwill;

7.4.3. loss of business;

7.4.4. loss of contracts or loss of business opportunity;

7.4.5. loss of anticipated saving;

7.4.6. payments (e.g. penalties) due to be paid/paid to any third party under any contract or arrangement;

7.4.7. wasted management and/or staff time and/or office time;

7.4.8. loss or corruption of data, information or software;

7.4.9. damage to property (e.g. devices, buildings and/or possessions),

nor any special, indirect, or consequential loss.

7.5. Subject to clause 7.3, and save in respect of claims that you have infringed any intellectual property rights in the App, the Documents and/or the Service, each party’s total liability to the other party, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or for misrepresentation and/or otherwise howsoever arising under any legal theory whatsoever, shall be limited to GBP £50 (fifty pounds sterling).

8. Termination

8.1. You may terminate this EULA at any time and with immediate effect by permanently deleting the App from the Device on which it is installed.

8.2. Without affecting any other right or remedy available to us, we may terminate this EULA with immediate effect by giving written notice to you if you breach any of the Licence Restrictions or the Acceptable Use Restrictions.

8.3. We may terminate the Service at any time 12 months or more after your Service has been first activated in respect of the Product, by giving you written notice of the same. You recognise and agree that this is reasonable because the price of the Product is calculated on the basis that the Service will only be provided for a limited period of time.

8.4. Without affecting any other right or remedy available, either party may terminate this EULA with immediate effect by giving written notice to the other party if:

8.4.1. the other party commits a material breach of any term of this EULA which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;

8.4.2. the other party repeatedly breaches the terms of this EULA in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this EULA;

8.4.3. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

8.5. On termination for any reason:

8.5.1. all rights granted to you under this EULA shall cease;

8.5.2. you must immediately cease all activities authorised by this EULA, including your use of the Service;

8.5.3. you must immediately delete the App from the Device on which it is installed, and immediately destroy all copies of the App and Documents then in your possession, custody or control and (at our request) certify to us that you have done so;

9. Communication between us

9.1. Any notice given to a party under or in connection with this EULA shall be in writing and shall be delivered:

9.1.1. by email to us at support@wi-safeconnect.com;

9.1.2. by email to you at the email address you gave to us at the time when the App was linked to the Product.

9.2. Any notice shall be deemed to have been received on the date the email is sent, provided that the sending party can produce evidence that the email was correctly addressed and that it left its systems.

9.3. This clause does not apply to the service of any proceedings or any other documents in any legal action.

10. Force Majeure

10.1. A party shall not be in breach of this EULA, nor liable for any failure or delay in performance of any obligations under this EULA (and the time for performance of the obligations shall be extended accordingly) arising from or attributable to acts, events, omissions or accidents beyond its reasonable control (“Force Majeure Event“), including but not limited to any of the following:

10.1.1. acts of God, including but not limited to fire, flood, earthquake, windstorm or other natural disaster;

10.1.2. war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions;

10.1.3. terrorist attack, civil war, civil commotion or riots;

10.1.4. nuclear, chemical or biological contamination or sonic boom;

10.1.5. fire, explosion or accidental damage;

10.1.6. adverse weather conditions;

10.1.7. collapse of building structures, failure of computers or vehicles;

10.1.8. any labour dispute, including but not limited to strikes, industrial action or lockouts;

10.1.9. non-performance by suppliers or subcontractors (other than by companies in the same group as the party seeking to rely on this sub-clause); and

10.1.10. interruption or failure of utility service, including but not limited to electric power, telecommunications, gas or water.

10.2. If the Force Majeure Event prevails for a continuous period of more than 3 months, either party may terminate the EULA by giving 30 days’ written notice to all the other party. On the expiry of this notice period, this EULA will terminate. Such termination shall be without prejudice to the rights of the parties in respect of any breach of this EULA occurring prior to such termination.

11. General

11.1. Entire Agreement. This EULA constitutes the entire agreement between us relating to its subject matter and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter.

11.2. Non-Reliance. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this EULA. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this EULA. Nothing in this document shall exclude or limit any liability for fraud.

11.3. Variation. No amendment or variation of this EULA shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

11.4. Assignment and other dealings. You may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of your rights and obligations under this EULA without our prior written consent (which we may withhold at our absolute discretion).

11.5. Waiver. No failure or delay by a party to exercise any right or remedy provided under this EULA or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

11.6. Severance If any provision or part-provision of this EULA is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this EULA.

11.7. Third party rights. No person, other than a party to this EULA, shall have any rights under or in connection with this EULA.

11.8. Governing law. This EULA and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

11.9. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have jurisdiction to settle any dispute or claim arising out of or in connection with this EULA or its subject matter or formation (including non-contractual disputes or claims).