SystronicsRF Terms And Conditions

This Agreement is a legal agreement between you (either an individual or a single entity) and SystronicsRF Limited with regard to Home Automation Control System. All goods, services and information supplied by SystronicsRF Limited are subject to this Agreement.

1. Definitions

In these terms and conditions, the following terms are used: -

"Control System" refers to a collection of program, data, documents and other files held in an electronic format.

"We", "us" and "our" means SystronicsRF Limited, company number 10352956, whose registered office is Cold Ash Hill, Cold Ash Thatcham, RG18 9PH. "Licensee" refers to the purchaser of a license for the use of the Control System.

2. Acceptance

2.1. By installing, copying or otherwise using the Control System, the Licensee agrees to be bound by the terms of this Agreement. If the Licensee does not agree to the terms of this Agreement, then SystronicsRF Limited will not license the Control System to the Licensee. In such event, the Licensee may not use or copy the Control System, and the Licensee must promptly cancel their installation of the Control System.

2.2. The Control System is undergoing continuous development and improvement, and updates to the Control System, and to the supporting Device Profiles, will be made on a regular basis, and the Licensee will be notified accordingly. The Licensee agrees to keep their Control System updated with the latest version release.

2.3. The Licensee will not disclose the Control System details or any comments regarding the Control System to any third party without our prior written approval.

2.4. The Licensee will maintain the confidentiality of the Control System with at least the same degree of care that the Licensee would protect its own confidential and proprietary information, but not less than a reasonable degree of care under the circumstances.

2.5. The Licensee is responsible for all costs and expenses associated with the use of the Control System, and all related activities.

3. Privacy

3.1. We may receive certain information about the Licensee, including personally identifiable information, and the Licensee consents to the collection and use of this information.

3.2. We will not disclose any information about the Licensee to any third party, and we will use the information solely to meet the objectives of the Licensee's use of the Control System, and to exchange related information with the Licensee.

4. Intellectual Property

4.1. The copyright in all materials supplied by us, all software compilations, underlying source code, and all software belongs to us. All rights are reserved. None of this material may be reproduced or redistributed without our written permission.

4.2. SystronicsRF is our registered trademark. Other product and company names mentioned on any material supplied by us may be the trademarks or registered trademarks of their respective owners.

4.3. The Licensee shall retain ownership of all copyright in data, images, and other media uploaded or otherwise added to the Control System by the Licensee.

4.4. The Licensee will indemnify us from any claim or suit arising from the use of data, images, and other media uploaded or otherwise added to the Control System by the Licensee or any third party acting on their behalf.

4.5. The Licensee shall not remove copyright notices from the Control System.

4.6. The Licensee agrees to prevent any unauthorized copying of any part of the Control System.

5. Exclusions of Liability

5.1. We use reasonable endeavors to ensure the correct operation of the Control System. We do not monitor, verify or endorse any data, images, and other media uploaded or otherwise added to the Control System by the Licensee.

5.2. The Control System is provided "As Is" without any express or implied warranty of any kind including warranties of merchantability or fitness for any particular purpose.

5.3. In no event shall we be liable for any damages whatsoever (including, without limitation, damages for loss of profits, business interruption, personal injury, personal financial loss, loss of information) arising out of the use of, or inability to use the Control System, even if SystronicsRF has been advised of the possibility of such damages.

5.4. To the extent permitted by applicable law, we disclaim all warranties and representations (whether express or implied) for the Control System. We do not guarantee that the Control System will be fault free and do not accept liability for any errors or omissions.

5.5. Due to the nature of electronic transmission of data over the internet, and the number of users by whom data, images, and other media uploaded or otherwise added to the Control System, any liability we may have for any losses or claims arising from an inability to access the Control System, or from any use of the Control System or reliance on the data transmitted using the Control System, is excluded to the fullest extent permissible by law.

5.6. We use reasonable practices and procedures to ensure that the Control System is free from viruses or anything else which may have a harmful effect on any technology, but we provide no warranty is this regard.

5.7. We can accept no liability for any goods or services provided or otherwise promoted by third party suppliers in relation to the use of the Control System.

5.8. Any typographical, clerical or other error or omission in the Control System, or in any of the supporting data, or other document or information issued by us shall be subject to correction without liability on our part.

6. The License

6.1. You may install and use one copy of the Control System on a single computer.

6.2. The types of computer on which the Control System can be installed shall be designated by us.

6.3. All peripherals attached to the computer in order for the Control System to be used shall be designated by us.

6.4. No peripherals or other devices may be attached to the computer on which the Control System is installed, unless designated by us.

6.5. You may connect one or more computers, tablet devices, or mobile phones, to the Control System locally via your home LAN or home WiFi, using a web browser to access the web server running on the computer.

6.6. You may access the Control System via the Cloud Console.

6.7. The license fee cannot be refunded once the software has been registered on the computer.

6.8. Each license fee is for one copy of the Control System running on a single computer. Additional licenses must be purchased for each additional copy of the Control System.

7. Limitations of Use

7.1. You may not reverse engineer, decompile, or disassemble the Control System, except and only to the extent that such activity is expressly permitted by applicable law.

7.2. You may not rent or lease the Control System.

7.3. You may permanently transfer all of your rights under this Agreement only as part of a sale or transfer of the computer for which the Control System has been registered, providing that the recipient agrees to the terms of this Agreement.

8. Operation and Support

8.1. Support shall be provided for the first twelve months following the registration of the Control System.

8.2. The support shall take the form of online support requests, which can be submitted online by the Licensee.

8.3. We shall respond to these support requests by email.

8.4. A forum is available for all users, to enable them to exchange comments, and to provide mutual support.

8.5. No additional support shall be provided within the terms of this agreement.

8.6. Where mutually beneficial we may make arrangements with the Licensee for a higher level of support, including the remote access to the Licensee's Control System.

8.7. The arrangements for support beyond the first twelve months shall be finalised prior to the end of this period.

9. Payment

9.1. The Licensee will pay the license fee in full online, prior to the installation and registration of the Control System.

10. Termination

10.1. We may terminate any contract or agreement covered by these terms and conditions by written notice in any of the following circumstances: -

(a) If the Licensee breaches any of term of this agreement and in the case of a breach capable of remedy such breach is not remedied within 90 days of being notified of such breach.

(b) If any distress or execution be levied on any of the Licencee's or our property or assets.

(d) If the Licensee being an individual dies or applies for an interim order within the meaning of the Insolvency Act 1986 or has an interim order made against him or being a firm is dissolved or in any case becomes or threatens to become bankrupt or if a receiver is appointed to manage his or their assets or affairs.

(e) If we or the Licensee being a limited company and any resolution or petition to wind up the company's business (other than for the purpose of amalgamation or reconstruction) shall be passed or presented or if a receiver or administrative receiver of such company's undertaking, property or assets shall be appointed or a petition presented for the appointment of an administrator.

10.2. Our right of termination shall be without prejudice to any of our other rights whether subsisting by virtue of these terms and conditions or otherwise and such termination shall not be taken to waive the right to assert or exercise any such rights.

10.3. All disclaimers, indemnities and exclusions in this agreement shall survive the termination of any contracts covered by these terms and conditions for any reason.

11. General

11.1. If any provision of these terms and conditions is held to be unlawful, invalid or unenforceable, that provision shall be deemed severed and the validity and enforceability of the remaining provisions of these terms and conditions shall not be affected.

11.2. We may modify these terms and conditions at any time by giving the Licensee ten working days notification in writing.

12. Force Majeure

We shall be relieved of our contractual liabilities to the extent that they are prevented, frustrated or impeded as a consequence (though not exclusively) of act of God, war, invasion, act of foreign enemy hostilities (whether or not exclusively), civil war, rebellion, revolution, insurrection or military or usurped power or any such event or by any statute rules, regulations, orders or requisitions issued by any governments, council or duly constituted authority or from strikes, lock outs, breakdown of equipment or any other causes (whether or not of a like nature) beyond our control whether in the United Kingdom or elsewhere.

13. Jurisdiction Priority and Proper Law

13.1. This agreement shall be governed by and construed in accordance with the laws of England.

13.2. Any dispute that arises between the parties concerning the agreement shall be determined by the High Court of Justice in England and the parties hereby submit to the exclusive jurisdiction of that Court for such purpose.

SystronicsRF Limited