Other Certificate / Approval

ManualsBrandsSiemens ManualsThermostats (temperature controller with sensor)RDS120 Smart Thermostat Commissioning

Readme for 3rd Party Software

Issue: 14-Sep-2016 page 9/12

of confidentiality; d) is disclosed by the disclosing party to a third party without an

obligation of confidentiality; or e) which the recipient is required by law to disclose and the

recipient gives the disclosing party 8 days'

prior written notice of such disclosure or authorisation of disclosure (or such lesser period

as may be reasonable in the circumstances); or f) is independently developed by the recipient.

4. SUPPORT AND MAINTENANCE

4.1 The Support and Maintenance provided by WHIS to the Licensee is set out in Appendix B.

4.2 The period and scope of the support is set out in Appendix C. Appendix C may be reissued at

each support renewal without change to the rest of this licence to extend the period of Support

and Maintenance.

5. REPRESENTATIONS AND WARRANTIES

5.1 WHIS represents and warrants that:

a) it has all rights and authority to enter into this Agreement and to grant the rights and

perform the obligations set forth herein;

b) entering into and performing under this Agreement will not violate any other agreement to

which WHIS is a party;

c) to the best of WHIS knowledge the Software does not infringe any third party intellectual

property anywhere in the world. Use of the Software does not and will not violate or infringe

any copyright, trade secret, trademark, service mark, or other proprietary right. WHIS is not

aware of any claims or basis for claims of infringement of other rights of ownership in or to

the Software. WHIS shall, at its expense, indemnify, defend and hold Licensee harmless in

connection with any claim, or in any suit or proceeding brought or threatened based on a claim

that the Software infringes any patent, copyright, intellectual property or other proprietary

right, provided WHIS is notified promptly in writing and given sole control of the defence and

settlement of any such claim;

d) the Software does not contain any Open Source code distributed under the General Public

Licence or similar licences.

e) it shall not be liable for any infringement caused solely by a modification to the Software

by Licensee;

5.2 Disclaimer of Warranties. With the exception of matters expressly provided for under the

terms of this agreement, the parties disclaim all warranties, representations and conditions

that are implied, whether by statute, common law or otherwise, including, without limitation,

any implied warranty as to satisfactory quality or fitness for a particular purpose.

6. TERM AND TERMINATION

6.1 Termination. Without prejudice to any other right or remedy which may be available to it,

either party may terminate this Agreement by giving written notice in the event that the other

party commits a material breach of this Agreement and fails to cure such breach (where capable

of remedy) within sixty (60) days of receiving written notice thereof from the non-breaching

party.

6.2 Licensee Fee. The Licensee shall pay WHIS the licence fee in the amount and in the manner

set out in the Order Acknowledgement issued by WHIS. Failure to pay the fee within fourteen

(14) days of the agreed timescale will automatically terminate this Agreement and the Licensee

must return all the Software and Documentation in its possession and related materials to WHIS

immediately.

6.3 Removal of Information. After termination of this Licence the Licensee agrees to destroy or

otherwise place out of use all Software and Documentation or materials relating to the Software

including Derivative Works until such time as a new valid licence is agreed.

6.4 Survival. Upon termination of this Agreement for any reason, Clauses 1, 3, 4, 7, 8 and 9

shall survive.

7. LIMITATION OF LIABILITY

7.1 In no event will WHIS be liable to the other party for any lost profits, lost revenues or

loss of business advantage or any indirect, special, incidental or consequential damages

arising out of or related to this Agreement, whether based on breach of contract, tort

(including negligence) or otherwise, and whether or not such party has been advised of the

possibility of such damage.

7.2 If the Licensee reports that the Software does not provide the functions described in the

Documentation then within a period of one year from delivery of the Software to the Licensee,

WHIS shall at its sole discretion, rectify the software, issue a patch or other work around.

7.3 Except for the obligations of WHIS in Clause 4 under no circumstances shall the liability

of WHIS to the customer exceed the price paid for the Software licence.

7.4 The limitations specified in this Clause 7 shall survive and apply even if any limited

remedy specified in this Agreement is found to have failed in its essential purpose.

8. GENERAL PROVISIONS

8.1 Assignment. The Licensee may not assign this Agreement or any rights or obligations

hereunder without the prior written consent of WHIS. Consent shall be deemed given when the

assignment is to an entity that has become the owner of the Licensee provided the assignee

notifies WHIS in writing of the new Licensee Name and Business Unit/Division identity to

replace those shown in Appendix A below.

8.2 Notices. All notices required or permitted under this Agreement shall be made in writing

and shall be sent by courier service or by registered or certified mail, addressed to the other

party.

8.3 Other Activities. Each party reserves the right to be engaged in, solely or jointly with

third parties, marketing, development, or other activities with respect to technologies or

products which are competitive with technologies or products purchased, used or implemented in