SW license terms
1 Interpretation of terms
1.1 "Software Product" includes software (i.e. a set of energy management software) consisting of the following parts:
a. control unit configurator (PLC),
b. control applications (web, iOS, Android),
c. additional cloud services providing: secure remote access to the PLC, storing monitored values, sending notifications, managing user rights, scenes and visualizations,
d. documentation in so-called online or electronic form.
1.2 "Project" means a set of equipment and services that are controlled by one or more PLCs within the End User's facilities and premises
1.3 "Activation of the Software Product" means the first installation of the Software Product into the control unit (PLC)
1.4 "Purchase Agreement" means the purchase agreement entered into between the Buyer and the Seller relating to a specific project
2 License
2.1 The license according to these License Terms does not entitle the Buyer to any other handling of the Software Product than is regulated by these License Terms or follows from applicable legal regulations.
2.2 These License Terms cancel any previous license agreements between the Buyer and the Seller regarding the Software Product.
2.3 On the basis of these License Terms, the following rights are granted: The Software Product can be installed, run or otherwise used by the Buyer for the specific Project for which the license is granted. The buyer is not entitled to interfere in any way with the Software product or expand it, reproduce it or deal with it in any other way.
2.4 At the time of Software Product Activation, the Buyer is granted license rights to use according to these License Terms. The Software Product contains technological means that have been designed to prevent the use of the Software Product without a license. Seller will use these means to confirm that Buyer is using a legally licensed copy of the Software Product. For its operation, the software product may require an occasional connection to the Seller's license server for the purpose of verifying the legality of the use of the license.
2.5 The license entitles the Buyer to install and run one version of the Software Product in the PLC and only for a specific Project. The license also entitles the Buyer to modify and generate a program for the control unit using the configurator free of charge for a period of 12 months from the Activation of the Software Product. and generate the program for the PLC, using the configurator.
2.6 The following applies to EMS systems: By purchasing a license, the Buyer is entitled to free modification and generation of the program for the control unit for the given project, using the configurator, for a period of 12 months from the Activation of the Software Product. After this period has passed, it will not be possible to modify the configurator (add new devices to the system, etc.) and subsequently generate a new program for the control unit. This option can be renewed at any time for a period of another 12 months by paying an amount corresponding to 20% of the purchase price for licenses by the Buyer. If the Buyer decides not to use this option, the control unit will continue to operate in the mode of the last setting. However, it will not be possible to make modifications (add new devices to the system, etc.) and generate a new program for the control unit using the configurator. Control applications and cloud services are not affected by this provision.
2.7 The Buyer is entitled to install and use the control application that is part of the Software Product on an unlimited number of devices for an unlimited period of time.
2.8 Cloud services are available to the Buyer only if he orders and pays for this service separately.
2.9 The Buyer may not in any way use the knowledge about the ideas, procedures, structure, algorithm and methods used, on which the Software Product is based or which it contains, even if it was acquired during the authorized use of the Software Product, except for their necessary use to achieve mutual functional connection of the Software Product with other computer programs. This knowledge may not be used either for the development, production or commercial use of another computer program, or for any other action that threatens or violates the copyright and business interests of the Seller. The Buyer is obliged to keep this knowledge confidential towards third parties.
2.10 All rights not granted to the Buyer by these License Terms are reserved to the Seller. The license is granted on a non-exclusive basis.
2.11 The Buyer may grant a Sublicense, i.e. provide an authorization forming part of the license to a specific project to a third party (Sublicense), only after the prior consent of the Seller and under the terms and conditions set by the Seller, but it is always true that the Sublicense will be bound by all restrictions and obligations of the License Buyer, which it automatically accepts by accepting the Sublicense, otherwise the Sublicense will not pass to the Sublicense. The Seller declares that it agrees to provide the Sublicense without the right to additional consideration in the event that the Buyer is the Seller's implementation partner installing the Software Product in the end-user's facilities and premises and is interested in sub-licensing the license for this particular Project to the Sublicensee, which is the end user – owner of the buildings and premises.
3 Warranty Terms and Conditions
3.1 The Seller is responsible for ensuring that the Software Product is substantially identical in its essential aspects with the functional features specified in the user documentation supplied together with the Software Product. The buyer is obliged to familiarize himself with the user documentation and ask about any ambiguities. The absence or difference of features or functions compared to the user documentation is not considered a defect and the Buyer does not have any claims for liability for defects or the right to withdraw from the Purchase Contract for this reason.
3.2 The Seller is responsible only for the functionality of the current versions of the Software Product.
3.3 The Seller is not responsible for defects in older versions of the Software Product or for their possible incompatibility with new software or hardware means. The Seller is not obliged to provide technical support, development or maintenance of older versions of the Software Product.
3.4 The place of filing a complaint is the registered office of the Seller.
3.5 Warranty claims of the Software Product shall not arise if the defect of the Software Product was caused by force majeure, accident, misuse or improper use, use on inappropriate hardware or computer viruses, or in combination with other software that negatively affects the behavior of the Software Product. The fact that the Software Product does not work on hardware that was not part of the Products for a specific project under the valid Purchase Agreement cannot be considered a defect in the Software Product. The Seller is not responsible for the proper functioning of the Software Product if it is operated on an incorrectly configured computer/hardware or in an environment of an incorrectly configured computer network.
The warranty does not apply to versions of the Software Product distributed free of charge.
4 Liability for Damages
4.1 The Seller shall not be liable for any damages or losses (including material and non-material damage, indirect or consequential damages, incidental damages, damages resulting from loss of business profits, business interruption, loss of business information or any other financial losses), even if they arise from the use or inability to use the Software Product, even if the Seller has been identified as a possible cause of such damages, and also including the case that such a possibility could have been foreseen in advance. The Seller shall not be liable for the Buyer's lost profits.
4.2 In no event shall the total amount of damages caused by any breach of contractual or statutory obligations by the Seller or in any other way in connection with the Software Product exceed the Purchase Price for the Licenses defined in the Purchase Agreement and paid by the Buyer.
5 Personal data
5.1 The Seller is entitled to collect, process and store the Buyer's personal data necessary for the conclusion of the Purchase Contract and its execution. By signing or confirming the Handover Protocol during the installation of the product and/or activation of the Software Product, the Buyer grants consent to the Seller to process the Buyer's personal data, as well as data on the fulfilment of the Seller's obligations under the Purchase Contract or related contracts, and to provide these data to entities that are in the position of a person controlled or controlling or in the position of a person linked to the Seller in terms of personnel or assets, This also applies to those entities that are established abroad. The buyer has been informed of his rights arising from the generally binding regulations on the protection of personal data.
5.2 Any technical information provided by the Buyer to the Seller as part of the provision of services under the Purchase Agreement and these License Terms may be used by the Seller for business purposes, including support and product development, with the exception of that information which is marked as "confidential" in writing. The Seller shall not use this technical information in a manner that identifies the Buyer. Information marked as confidential by the Buyer in writing shall be used by the Seller solely for support services to the Buyer.
6 Final Provisions
6.1 The Buyer is obliged to send all documents addressed to the Seller in connection with these Licence Terms exclusively to the address of the Seller's registered office.
If any provision of these License Terms proves to be invalid or ineffective, the remaining provisions of the Agreement shall remain valid and effective.