FIREANGEL WI-SAFE GATEWAY – END USER LICENCE AGREEMENT EN
THIS IS A LEGAL AGREEMENT. PLEASE READ THIS END USER LICENCE AGREEMENT (“EULA”) CAREFULLY BEFORE TICKING THE RELEVANT BOX AND PROCEEDING.
- TELLS YOU INFORMATION ABOUT US;
- TELLS YOU THE TERMS AND CONDITIONS RELATING TO THE FIREANGEL WI-SAFE CONNECT SERVICE (“Service”) AND THE SOFTWARE THAT IS EMBEDDED IN THE FIREANGEL 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, WHICH REQUIRES YOU TO PROVIDE COPIES OF OUR PRIVACY NOTICE TO PERSONS WHO ARE LIVING AT THE PREMISES WHERE THE PRODUCT IS INSTALLED.
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 FireAngel Safety Technology 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.
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 Fireangel Safety Technology 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. If 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 shall:
3.1.1. (within one month of their taking up residence at / occupation of the premises in question) provide all such persons with a copy of the Privacy Notice attached to this EULA, in order that we may lawfully collect, hold, process and transfer the personal data of that person (as described in our Privacy Notice [https://www.fireangel.co.uk/fireangel-wi-safe-gateway-product-privacy-notice-en] and within the meaning of Article 4 of the General Data Protection Regulation (EU 2016/679) (“GDPR”)) in the manner and for the purposes described our Privacy Notice [https://www.fireangel.co.uk/fireangel-wi-safe-gateway-product-privacy-notice-en]. Upon request, you shall promptly (and in any event within 5 working days of our request) provide us with documentary evidence, demonstrating your compliance with your obligations under this sub-clause; and
3.1.2. inform us immediately if any person living at the premises at which the Product will be/has been installed objects to the collection and/or use of their personal data as described in the said Privacy Notice and you shall follow any lawful instructions and/or directions we give to you in addressing that objection (including, without limitation, turning the Product off until further notice).
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. For the avoidance of doubt, breach of this clause will constitute a material breach of this EULA.
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 acknowledge and accept that when the Service monitors patterns of behaviour when the Product and Service are in use (i.e. the “Predict” service), we give no warranty, representation, undertaking or assurance that the Product, the Service, the Product Software and/or we will identify and/or notify you of all risks of fire, changes in risk of fire and/or higher risks of fire.
4.3. 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 4.3, then we have no obligation to (and no liability for failing to) provide the Service.
4.4. 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.
4.5. The Product and Product Software is covered by our product warranty (please refer to the Product manual for details of the same). In addition, we warrant that the Service will be performed with reasonable skill and care. To the fullest extent permitted by law, all other warranties, representations and implied terms and conditions, whether oral, written or statutory (including terms and conditions for fitness for purpose or satisfactory quality) are, excluded and do not apply.
4.6. You acknowledge and accept that you are responsible for any information you upload through your use of the Service and/or Product. This includes (but is not limited to) photographs or images of the installed Product(s) at the Property/Premises. You shall ensure that any such photographs or images do not contain any private or personal information (such as household items or people who are identifiable in the photograph).
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.
10.1. 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 firstname.lastname@example.org;
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.
11.1. 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).
PRIVACY NOTICE REFERRED TO IN CLAUSE 3