GENERAL TERMS OF SERVICE

1. GENERAL

1.1. In this document the following words shall have the meaning ascribed to

them:

1.1.1. “ Agreement ” means the agreement concluded between Sensor

Networks and the User in accordance with these Terms upon

acceptance of these Terms by the User, and as amended from time

to time in accordance with these Terms;

1.1.2. “ App ” means the Sensor Networks Smart Home mobile application;

1.1.3. “ Client-Speciﬁc Terms ” means the terms of service speciﬁc to

Sensor Networks’ own clients (which appear directly after these

Terms);

1.1.4. “ Contract Period ” means the period for which the User is entitled to

make use of the Services in terms of an agreement between the

User and an authorised customer of Sensor Networks or between

Sensor Networks and the User (in terms of the Client-Speciﬁc

Terms), subject to earlier termination in accordance with its terms;

1.1.5. “ Equipment ” means the Smart Geyser, Smart Security or ﬁre alarm

Equipment in respect of which the User intends to interact using the

App;

1.1.6. “ Parties ” means Sensor Networks and the User and “ Party ” means

either one of them;

1.1.7. “ Platforms ” means the Website and the App;

1.1.8. “ Privacy Policy ” means the privacy policy in use from time to time

by Sensor Networks which is located on the Website;

1.1.9. “ Sensor Networks/us/our ” means Sensor Networks Proprietary

Limited (Registration Number: 2013/170601/07);

1.1.10. “ Sensor Networks Data ” means any data provided by Sensor

Networks to a User or uploaded by Sensor Networks onto the

Platforms;

1.1.11. “ Services ” means those services offered by us via the Platforms;

1.1.12. “ System ” means the intellectual property, software, hardware,

materials and all other third party software, electronic, computer,

telecommunication Equipments and other equipment used by

Sensor Networks and/or its sub-contractor(s) for the provision of

the Platforms and the Services including any and all interfaces to

the equipment for the purpose of interacting with the User;

1.1.13. “ Terms ” means the general terms of service as set out in this

document (which excludes the Client-Speciﬁc Terms), as may be

amended, varied or added to from time to time by Sensor Networks;

1.1.14. “ User ” means the person who accesses or uses the Services,

including all persons who the User has authorised to gain access to

the System (for whom the User shall be responsible);

1.1.15. “ User Account ” means the virtual account to be opened for the

User which will be accessed by the User using their Username and

Password;

1.1.16. “ User Data ” means all information and other documents uploaded

by the User onto the Platforms, other than the Sensor Networks

Data;

1.1.17. “ Username and Password ” means the user name allocated by

Sensor Networks to the User and the corresponding password

provided to and/or created by the User; and

1.1.18. “ Website ” means https://www.sensorconnect.co .

1.2. The expiration or termination of this Agreement shall not affect such of

the provisions of this Agreement as expressly provided that they will

operate after any such expiration or termination or which of necessity

must continue to have effect after such expiration or termination,

notwithstanding that the clauses themselves do not expressly provide for

this.

1.3. Words importing any one gender includes the other gender, the singular

includes the plural and vice versa, and natural persons include created

entities (corporate or non-incorporate) and vice versa.

2. INTRODUCTION

2.1. Sensor Networks owns the System.

2.2. The User has acquired or procured the use of the Equipment and intends

to make use of the Services.

2.3. Sensor Networks intends to make the Services available to the User for

the Contract Period, subject to these Terms.

3. APPLICABILITY OF THESE TERMS

These Terms apply to all Users (including Sensor Networks’ own clients).

4. ACCEPTANCE OF THESE TERMS

4.1. The User unconditionally and irrevocably agrees, for as long as it accesses

and/or makes use of the Services, to be bound by and comply with these

Terms.

4.2. Any changes to these Terms will be communicated to the User via email,

sms or updated on the Platforms, and such changes will be effective 14

(fourteen) days thereafter. By continuing to use the System and/or the

Services after such changes, the User unconditionally and irrevocably

agrees to be bound by the Terms, as amended.

4.3. As Sensor Networks is required by law to communicate changes and

updates to the Terms to the User, any communication in this regard will

not be subject to any opt out clause the User may have communicated to

Sensor Networks or any third party.

4.4. The User shall ensure that its personal details (including contact details)

are kept up to date.

5. TERM

5.1. An Agreement shall come into effect between the User and Sensor

Networks in accordance with these Terms on the date of acceptance of

these Terms by the User and such agreement shall continue indeﬁnitely,

provided that Sensor Networks shall only be obliged to make the Services

available to the User for the Contract Period.

5.2. The User unconditionally and irrevocably agrees, for as long as it accesses

and/or makes use of the Services, to be bound by and comply with the

Agreement.

6. REGISTRATION

6.1. In order to use the Services the User will be required to complete the

Registration Process referred to below.

6.2. To complete the Registration Process, the User must –

6.2.1. Download the App;

6.2.2. sign up as a user on the App;

6.2.3. complete the registration form by inserting the User Data; and

6.2.4. accept these Terms.

6.3. Sensor Networks will create a User’s Proﬁle once the User has selected a

username and password and has successfully completed the Registration

Process.

6.4. The registration form is hereby incorporated into these Terms by

reference.

7. THE USER’S OBLIGATIONS

7.1. The User shall at all relevant times –

7.1.1. ensure that the User Data provided by it to Sensor Networks and/or

uploaded by it onto the Platforms is up-to-date, accurate, reliable

and valid in accordance with applicable laws;

7.1.2. be responsible for checking that the User Data has been

successfully uploaded and is stored in the relevant location;

7.1.3. continuously update the User Data to make sure that it is correct

and reliable;

7.1.4. not disclose its User Account Number and/or Password to any third

party;

7.1.5. not use the System or the Services in any manner which violates

these Terms or any applicable laws; and

7.1.6. comply with all reasonable requests of Sensor Networks in relation

to its use of the Platforms.

7.2. Where the User Data contains personal information as deﬁned in the

Protection of Personal Information Act No 23 of 2008 (“ POPIA ”) of any

person other than the User it warrants that it has and will continue to

comply with all applicable laws in connection with its processing of such

personal information, including POPIA, the Electronic Communications

and Transactions Act No 25 of 2002 and the Promotion of Access to

Information Act No 2 of 2000.

7.3. Where the User is a client of Sensor Networks all User Data concerning the

User will be processed by Sensor Networks as responsible party in

accordance with the Privacy Policy. Where the User is not a client of

Sensor Networks it will be processing User Data as an operator for and on

behalf of the party from whom the User acquired the Equipment or the use

thereof.

7.4. In order to make use of the Services, the User must have compatible

hardware, software (latest version recommended and sometimes

required) and Internet access. The Services’ performance may be affected

by these factors, and Sensor Networks does not warrant that the software

will be compatible with versions that are older than 2 (two) years (unless

otherwise agreed).

8. SUSPENSION, RESTRICTION AND TERMINATION OF THE SERVICES

8.1. Sensor Networks reserves the right at any time to suspend or terminate

the Services (or any part thereof) of any User with or without notice if:

8.1.1. the User breaches any of these Terms or the Client-Speciﬁc Terms

(where applicable), the Privacy Policy or applicable laws;

8.1.2. Sensor Networks, in its sole discretion, believes that the User has

misused the Services or has violated any applicable laws in

connection with the use of the Services; and/or

8.1.3. Sensor Networks believes it is necessary to prevent loss or damage

to it or the User, to prevent corruption or loss of User Data and/or to

comply with applicable laws.

8.2. In addition, Sensor Networks reserves the right to temporarily suspend the

Services for any maintenance or repair work or for any other reason that

requires the temporary suspension of the functionalities of the System.

8.3. The User agrees that Sensor Networks shall not be liable to the User or to

any third party for any modiﬁcation, suspension or termination of the

Services in terms of this clause 8.

9. THIRD-PARTY PROVIDERS

9.1. The User acknowledges that the Services may enable or assist it to

access the website content of, correspond with, and purchase products

and services from, third parties via third-party websites and that it does so

solely at its own risk.

9.2. Sensor Networks shall have no liability or obligation whatsoever in relation

to the content or use of, or correspondence with, any such third-party

website, or any transactions completed, and/or any contract entered into

by the Customer with any such third party.

9.3. Sensor Networks does not endorse or approve any third-party website nor

the content of any third-party website made available via the Services.

10. SENSOR NETWORKS’ INTELLECTUAL PROPERTY

10.1. Sensor Networks owns or is licensed to use all intellectual property rights

in and to the System, the Services and all materials, text, drawings and

data entered into or uploaded by it onto the System (collectively the

“ Intellectual Property ").

10.2. Sensor Networks grants the User a non-exclusive and non-transferable

licence to use the Intellectual Property for as long as Sensor Networks

provides the User with the Services and the User shall be entitled to use

such Intellectual Property solely for purposes of using the Services as

intended by Sensor Networks.

10.3. Any unauthorised reproduction, distribution, derivative creation, sale,

broadcast or other circulation or exploitation of the whole or any part of

the Intellectual Property by the User shall constitute an infringement of

Sensor Networks’ rights in and to such Intellectual Property and a breach

of this Agreement.

10.4. Sensor Networks owns or is licensed to use the Sensor Networks

trademarks, names, logos and service marks (collectively " Trademarks ")

displayed on the Platforms whether registered or unregistered. The User

must obtain Sensor Networks’ written permission to use any Trademarks.

The User may not –

10.4.1. use any robot, spider, scraper, deep link or other similar automated

data gathering or extraction tools, program, algorithm or

methodology for any unlawful purpose, including the unlawful

access to, acquisition of, control over, copying or monitoring of the

System and/or Platform; or

10.4.2. attempt to decipher, decompile, disassemble or reverse-engineer

any of the software comprising the System or the Services.

11. WARRANTIES

11.1. The User warrants to Sensor Networks that –

11.1.1. the User is legally entitled to access and use the Services and to be

bound by these Terms;

11.1.2. the uploading of the User Data does not and will not violate

applicable laws or the rights of any third party;

11.1.3. all User Data is up-to-date, accurate and truthful and the User has

the right to upload such information to the System and/or the

Platforms;

11.1.4. the User has, and will continue to have all necessary consents to

use the Services and the User Data; and

11.1.5. the User is and will remain in compliance with all applicable laws in

relation to the use of the Services and the User Data.

11.2. Although Sensor Networks will always try to ensure that the functionality

of the Services are available, the Services are provided "as is". Subject to

the Consumer Protection Act 68 of 2008 as read with any of its

Regulations (collectively "the CPA"), Sensor Networks makes no

warranties, representations, statements or guarantees (whether express,

implied in law or residual) in this regard. Subject to the CPA, Sensor

Networks does not warrant that the Services will -

11.2.1. meet the User’s requirements or expectations;

11.2.2. be uninterrupted, timely, secure or error free;

11.2.3. meet any particular measure of accuracy, completeness or

reliability, performance or quality; or

11.2.4. be free of viruses or any other data or code which has the ability to

corrupt or adversely affect the operation of the User’s computer,

data or network.

12. LIMITATION OF LIABILITY

12.1. Sensor Networks shall under no circumstances whatsoever be liable for

any direct or indirect loss or damage resulting from inter alia :

12.1.1. any permanent or temporary failure of the System or errors in the

System;

12.1.2. the unauthorised use of the Services by any third party;

12.1.3. inadvertent damage, corruption or loss of the User Data or data

collected from the Equipment;

12.1.4. telecommunication, electricity, internet or server downtime or

failure; or

12.1.5. the User failing to adhere to any of these Terms.

12.2. Notwithstanding anything to the contrary contained herein, Sensor

Networks shall not be liable for:

12.2.1. any special or indirect damages whether within the contemplation

of the parties to this Agreement or not; and/or

12.2.2. loss of income or proﬁt, howsoever arising.

13. INDEMNITY

The User indemniﬁes Sensor Networks, its aﬃliates and subcontractors

against any third-party claims, damages or costs (including reasonable

attorney's fees) caused by or attributable to the User’s -

13.1. acts or omissions;

13.2. use of the Services; or

13.3. breach of these Terms.

14. FORCE MAJEURE

Sensor Networks shall not be deemed in default or otherwise liable for any

delay in or failure to provide the Services for any cause which is

unforeseeable or beyond the reasonable control of Sensor Networks.

15. GENERAL

15.1. Sensor Networks may assume that all electronic communications and

uploads which reasonably appear to originate from a User are in fact

from the User and that the User was authorised to upload the same.

15.2. Sensor Networks may send alerts, notiﬁcations and other

communications to the User by way of SMS, email or other electronic

delivery mechanisms and the User consents to receive communications

from Sensor Networks in any such manner.

15.3. A certiﬁcate signed by any one of our directors of Sensor Networks will,

unless the contrary is proven, be suﬃcient evidence of –

15.3.1. the date of publication and the content of the Terms and any

amended Terms;

15.3.2. the date of publication and the content of earlier versions of the

Terms; and

15.3.3. the date and content of any communication and notiﬁcations

sent in terms of the Terms.

15.4. The User’s obligations under the Agreement may not be assigned.

Sensor Networks may however cede and assign its rights under this

Agreement.

15.5. Sensor Networks does not waive its rights by delaying or failing to

exercise them at any time.

15.6. If any provision of these Terms shall be determined to be invalid or

unenforceable under any rule, law, or regulation of any governmental

agency the validity or enforceability of any other provision of these

Terms shall not be affected. These Terms will be governed by the laws of

the Republic of South Africa.

15.7. No class action, or other representative action, joinder or consolidation

of any claim with a claim of another person or class of claimants will be

allowed.

CLIENT-SPECIFIC TERMS

NOTE: THESE TERMS ARE APPLICABLE TO SENSOR NETWORKS’ CLIENTS ONLY. IF

YOU DID NOT OBTAIN THE RIGHT TO USE THE EQUIPMENT DIRECTLY FROM SENSOR

NETWORKS OR ITS RESELLERS (ACTING FOR AND ON BEHALF OF SENSOR

NETWORKS) THEN THESE TERMS WILL NOT APPLY TO YOU. WE DRAW YOUR

ATTENTION TO CLAUSE 15 (LIMITATION OF LIABILITY) AND 16 (INDEMNITY).

1. INTERPRETATION

1.1. In this document the following words shall have the meaning

ascribed to them:

1.1.1. “ Agreement ” means the agreement concluded

between Sensor Networks and the Client in

accordance with these Client-Speciﬁc Terms upon

acceptance thereof by the Client, as amended from

time to time;

1.1.2. “ Business Hours ” shall mean 8:30 – 17:30 on a

Business Day;

1.1.3. “ Business Day ” shall mean any day which is not a

Saturday, Sunday or a recognized public holiday in the

Republic of South Africa;

1.1.4. “ Client ” means a client of Sensor Networks who has

obtained the right to use the Equipment directly from

Sensor Networks or a Reseller;

1.1.5. “ Client-Speciﬁc Terms ” means the terms contained in

this document headed “Client-Speciﬁc Terms”, and

excludes the General Terms of Service;

1.1.6. “ Commencement Date ” means the date on which the

Customer accepts these Client-Speciﬁc Terms by

placing an Order for the Equipment and the Services

following the Client’s receipt of a Quotation;

1.1.7. “ CPA ” means the Consumer Protection Act No 68 of

2008;

1.1.8. “ Defect ” has the meaning ascribed to that term in the

CPA;

1.1.9. “ Documentation ” means, in respect of the Equipment,

all drawings, diagrams, maintenance and operating

instructions and manuals and any other information

relating to the use or operation of the Equipment

which is provided to the Client in whatever form or

format and howsoever embodied;

1.1.10. “ Equipment ” means the Smart Geyser, Smart Security

or ﬁre alarm Equipment referred to in the Quotation in

respect of which the Client intends to interact using

the App;

1.1.11. “ Equipment Cost ” means the cost of the Equipment,

as speciﬁed in the Quotation;

1.1.12. “ Firmware ” means any and all ﬁrmware imbedded in

the Equipment;

1.1.13. “ General Terms of Service ” means the general terms

of service which precede these Client-Speciﬁc Terms;

1.1.14. “ Initial Term ” means a period of 36 (thirty-six) months

from the Installation Date;

1.1.15. “ Installation Address ” means the address speciﬁed by

the Client in the Order for installation of the

Equipment;

1.1.16. “ Installation Date ” means the date of installation of

the Equipment at the Client’s premises, as agreed to

between the Client and Sensor Networks;

1.1.17. “ Installation Fee ” means the installation fee payable

by the Client for the installation of the Equipment, as

set out in the Quotation;

1.1.18. “ Installation Requirements ” means the installation

requirements to be made available by Sensor

Networks to the Client simultaneously with the

Quotation;

1.1.19. “ Monthly Service Fee ” means the monthly fee payable

by the Client for its use of the Equipment and the

Services, as set out in the Quotation (and increased in

accordance with clause 5.2);

1.1.20. “ Order ” means an order placed by the Client from

Sensor Networks or the Reseller for the use of the

Equipment and the Services;

1.1.21. “ Quotation ” means a written quotation generated by

Sensor Networks or a Reseller for the Client’s use of

the Equipment and the Services;

1.1.22. “ Reseller " means any reseller who is authorised by

Sensor Networks to sell the Equipment for and on

behalf of Sensor Networks (in the name of Sensor

Networks);

1.1.23. “ Services ” means the services referred to in the

General Terms of Service; and

1.1.24. “ Warranty Period ” means the warranty period referred

to in the Documentation.

1.2. Any words in these Client-Speciﬁc Terms which are capitalised

but not deﬁned shall have the meaning ascribed to those terms in

the General Terms of Service.

1.3. The expiration or termination of this Agreement shall not affect

such of the provisions of this Agreement as expressly provided

that they will operate after any such expiration or termination or

which of necessity must continue to have effect after such

expiration or termination, notwithstanding that the clauses

themselves do not expressly provide for this.

1.4. Words importing any one gender includes the other gender, the

singular includes the plural and vice versa, and natural persons

include created entities (corporate or non-incorporate) and vice

versa.

2. APPLICABILITY OF THESE CLIENT-SPECIFIC TERMS

These Client-Speciﬁc Terms shall apply only to Clients of Sensor Networks

and shall not apply to Users who have acquired the Equipment or the use

thereof in terms of a contract between them and a third party (other than a

Reseller).

3. ACCEPTANCE OF THESE TERMS

3.1. The Client unconditionally agrees to be bound by and comply with these

Client-Speciﬁc Terms.

3.2. Any changes to these Client-Speciﬁc Terms will be communicated to the

Client via email, sms or updated on the Platforms, and such changes will

be effective 14 (fourteen) days thereafter. By continuing to use the System

and/or the Services after such changes, the Client unconditionally and

irrevocably agrees to be bound by the Client-Speciﬁc Terms, as amended.

3.3. As Sensor Networks is required by law to communicate changes and

updates to the Client-Speciﬁc Terms to the Client, any communication in

this regard will not be subject to any opt out clause the Client may have

communicated to Sensor Networks or any third party.

3.4. The Client will ensure that its personal details (including contact details)

are kept up-to-date.

4. COMMENCEMENT AND DURATION

4.1. This Agreement will commence on the Commencement Date, and shall

endure for the Initial Term subject to earlier termination in accordance

with its terms.

4.2. On expiry of the Initial Term this Agreement will automatically renew on a

month-to-month basis.

4.3. The Client is entitled to terminate this Agreement on 20 (twenty) business

days prior written notice subject to clause 4.4.

4.4. If the Client terminates this Agreement during the Initial Term the Client

will be liable for an early termination fee (“ Termination Fee ”) equal to the

reasonable costs incurred by Sensor Networks as a result of such early

termination (including the cost of de-installation, transport, administration

and refurbishment).

4.5. Sensor Networks is entitled to terminate this Agreement at any time for

convenience and without cause on 20 (twenty) business days’ notice, in

which case the Client will not be liable for the Termination Fee.

4.6. On termination or expiry of this Agreement for any reason (including

breach in accordance with clause 13) Sensor Networks will cease

provision of the Services and the Client will be obliged to contact Sensor

Networks to arrange de-installation and collection of the Equipment and

shall provide Sensor Networks or its representatives with access to the

Equipment no later than 20 (twenty) business days following ﬁrst request

by Sensor Networks for such access.

4.7. If this Agreement is terminated during the Initial Term for any reason

(including breach in accordance with clause 13) and:

4.7.1. the Client fails to provide Sensor Networks with access to the

Equipment within the period referred to in clause 4.6 then the

Client will be deemed to have purchased the Equipment from

Sensor Networks at a price equal to the Equipment Cost and such

amount shall be immediately payable on presentation of an

invoice by Sensor Networks therefore; or

4.7.2. if the Equipment is destroyed or lost, or if Sensor Networks

collects the Equipment but the Equipment is found to be damaged

for any reason then the Client shall be liable for the lesser of the

Equipment Cost and the reasonable cost of repair of the

Equipment.

4.8. The Equipment and its components may only be de-installed or removed

by Sensor Networks’ accredited technicians, provided that Sensor

Networks may choose, on written notice to the Client, not to de-install the

Equipment where Sensor Networks determines that it would not be

ﬁnancially viable to do so (for example, where the cost of de-installing the

Equipment is higher than the value of the Equipment).

4.9. If Sensor Networks conﬁrms in writing that it has elected not to de-install

the Equipment (for any reason other than that provided for in clause 4.7.1),

risk and ownership in and to the Equipment will pass to the Client free of

charge, with immediate effect.

5. FEES AND PAYMENT

5.1. The fees payable by the Client for the Services and the rental of the

Equipment are as set out in the Quotation and consist of:

5.1.1. an Installation Fee; and

5.1.2. a monthly service fee (“ Monthly Service Fee ”) payable in advance

on the 1st of every month following the Installation Date.

5.2. The Monthly Service Fee is the standard rate charged by Sensor Networks

to its clients for the Services and the use of the Equipment, and (along

with the fee payable by Sensor Networks’ other clients) will, unless

otherwise notiﬁed in writing by Sensor Networks, increase on the 1st of

January each year following the Commencement Date by 10% (ten

percent).

5.3. The Client is responsible for the timely payment of the fees and other

amounts owing to Sensor Networks in accordance with this Agreement via

any of the following payment methods, namely:

5.3.1. credit card payment;

5.3.2. direct debit; or

5.3.3. in-app purchase.

5.4. The Client authorises Sensor Networks to process any payment owing to it

by the Client under this Agreement (including the amounts referred to in

clause 4.4, 4.7, 8.3 and/or 9.6, if applicable) via the chosen payment

method.

5.5. Sensor Networks uses a third-party payment processor (the " Payment

Processor ") to process payments made through the Platforms. The

processing of these payments will be subject to the terms, conditions and

privacy policies of the payment processor. Sensor Networks is not

responsible for and gives no warranties or makes any representations in

respect of the privacy policies or practices of linked or any third party or

advertised websites, including but not limited to its payment processor.

6. EQUIPMENT INSTALLATION

6.1. Sensor Networks shall install the Equipment at the Installation

Address on the Installation Date, subject to payment by the Client

of the Installation Fee.

6.2. The Installation Fee shall be paid by the Client within 2 business

days from delivery by Sensor Networks of an invoice therefore.

6.3. Sensor Networks shall have no obligation to install the Equipment

until the Installation Fee is paid in full.

6.4. It is the Client’s obligation to ensure that the Installation

Requirements are met, and that installation of the Equipment

takes place no later than 30 (thirty) days from the

Commencement Date, failing which Sensor Networks shall be

entitled to cancel this Agreement on written notice to the Client,

and will be entitled to retain the Installation Fee to cover the

reasonable administrative costs incurred by it as a result of the

Client’s failure to comply with the provisions of this clause.

6.5. If the Client fails to ensure compliance with the Installation

Requirements, or fails to ensure access by Sensor Networks or its

representatives to the Installation Address on the date agreed to

between the Client and Sensor Networks’ representative for this

purpose, the Client will be charged the Installation Fee for each

failed attempt at installation and for the actual installation.

6.6. Where the Client is unable to provide Sensor Networks or its

representatives with the required access to the Installation

Address on the date agreed to between the Client and Sensor

Networks’ representative then the Client will be entitled to cancel

the scheduled installation by written notice to Sensor Networks,

provided that the Client will be liable for the Installation Fee in

respect of any cancellation which is made within 24 (twenty-four)

hours from the scheduled installation date. The same applies for

any de-installation in terms of this Agreement.

6.7. The Client may contact support@sensornetworks.co.za for

cancellations and/or for any queries in relation to the Installation

Requirements.

7. THE EQUIPMENT AND FIRMWARE

7.1. Sensor Networks shall remain the owner of the Equipment at all

times except in the circumstances referred to in clause 4.7 or

clause 4.9.

7.2. Sensor Networks retains full ownership of the Firmware,

notwithstanding any transfer of ownership of the Equipment to

the Client in accordance with clause 4.7.1 or 4.9.

7.3. Sensor Networks may provide the Client with certain Firmware

updates, upgrades or services. Some updates, upgrades or

services may be provided automatically without notice to the

Client and others may be available to the Client through the App,

the Website or authorised channels.

7.4. The Client consents to Sensor Networks providing the Client with

these automatic updates, upgrades and services. Services may

include the latest update or download of a new release of

Firmware containing security patches, new technology or revised

settings and features. These updates, upgrades and services may

have effects on the functionality of the Equipment, and Sensor

Networks is not responsible to the Client for any such effects or

any harm caused by the installation process.

7.5. The Client must install or have installed the most current version

of Firmware as soon as the Client reasonably can.

8. CLIENT’S REPRESENTATIONS, UNDERTAKINGS AND ACKNOWLEDGEMENTS

8.1. The Client warrants (promises) that:

8.1.1. they are authorised to enter into and give effect to this

Agreement (which may require the Client to ﬁrst obtain

the consent of the landlord);

8.1.2. they will not remove any notices, labels or warnings

from the Equipment or its components and must obey

all such notices, labels and warnings;

8.1.3. they will not do or cause or omit to be done anything

that will cause damage to the Equipment (including

through exposure to heat, liquid or moisture);

8.1.4. they will comply with the Documentation;

8.1.5. the Equipment will not be modiﬁed, adapted or

tampered with in any way.

8.2. Sensor Networks may insist that the Client services the

Equipment from time to time, at Sensor Networks cost (if the

request is made during the Warranty Period) or at the Client’s cost

(if the request is made outside of the Warranty Period). The Client

will cooperate with Sensor Networks in this regard, including the

provision of access by Sensor Networks to its premises and the

Equipment.

8.3. Only service providers appointed by Sensor Networks may

inspect, test or work on the Equipment and its components. Any

callouts to ﬁx the work of an unauthorised person will be for the

Client’s account and will be payable upon presentation of an

invoice therefore.

9. WARRANTIES BY SENSOR NETWORKS

9.1. Subject to the further provisions of this Agreement, Sensor

Networks warrants that the Equipment and Firmware will not

contain any Defects for the Warranty Period, which Warranty

Period shall commence on the Installation Date.

9.2. The warranty referred to in clause 9.1 above does not apply if the

Equipment or Firmware:

9.2.1. has been installed, de-installed, moved, repaired,

altered, serviced or maintained by any person other

than an authorised representative of Sensor Networks;

9.2.2. has been subjected to abnormal physical or electrical

stress, abnormal environmental conditions (including

exposure to liquids or ﬂuids), misuse, negligence, or

accident;

9.2.3. is used for any purpose other than the purpose for

which the Equipment is reasonably designed,

speciﬁed, supplied and/or intended by Sensor

Networks;

9.2.4. is damaged, lost or destroyed due to (a) the Client’s

breach of any of its obligations or warranties under

this Agreement (or where the same could have been

avoided had the Client timeously complied with such

obligations or warranties), (b) a force majeure event

referred to in clause 14, (c) faulty geysers or geyser

components, secondary geyser timers, ripple

controllers, electrical supply issues, power surges or

broken thermostats, whether arising before, at the

time of, or after installation; or

9.2.5. is otherwise lost, damaged or destroyed after

installation.

9.3. Where the Client institutes a valid warranty claim against Sensor

Networks then Sensor Networks shall –

9.3.1. repair or replace the Equipment and/or Firmware at its

option and expense; or

9.3.2. terminate this Agreement.

9.4. Sensor Networks shall have the right but not the obligation in

either instance to de-install and collect the defective Equipment at

its cost and expense.

9.5. The remedy provided for in clause 9.3 –

9.5.1. is conditional on the Client reporting the

non-conformance in writing to Sensor Networks within

2 (two) months from the Client becoming aware of the

Defect complained of; and

9.5.2. is the Client’s exclusive remedy under the warranty

provided for in clause 9.1.

9.6. If Sensor Networks or its representatives is/are called out to

inspect, repair or replace the Equipment or any of its components

and the call-out is made outside of the Warranty Period (or within

the Warranty Period but Sensor Networks or its representatives

determine that the fault is not covered by the warranty referred to

above), then the Client will be liable to pay Sensor Networks a

call-out fee at the standard call-out rates quoted by Sensor

Networks at the time, plus the cost of the materials required to ﬁx

the fault (or the cost of replacement Equipment, if necessary).

9.7. Save as aforesaid, Sensor Networks does not give any guarantee

or warranty in regard to the performance, functionality or

otherwise of the Equipment or Firmware.

10. RELOCATION

10.1. If the Client intends to move to a new premises within South

Africa which is serviced by Sensor Networks, and intends to take

the Equipment with them, then they will be required to contact

Sensor Networks for purposes of:

10.1.1. de-installing the Equipment;

10.1.2. transporting the Equipment to the new premises; and

10.1.3. installing the Equipment at the new premises.

10.2. The costs for attending to the services referred to in clause 10.1

above will be quoted at the time by Sensor Networks and will be

exclusively for the Client’s account.

10.3. If the Client moves to a new premises which is not within a

jurisdiction serviced by Sensor Networks, or if the Client chooses

not to take the Equipment with them, then the Client will be

obliged to terminate this Agreement in accordance with clause

4.3 and the provisions of clause 4 shall apply to such termination.

11. GEYSER OPERATION AND USAGE DATA

Where the Client makes use of the Smart Geyser Equipment, the Client

consents to Sensor Networks:

11.1. adjusting the settings on the geyser relating to when it draws power in

order to (i) reduce reliance on grid electricity during peak usage periods,

(ii) reduce the risk of load shedding; and

11.2. providing other required or useful services to an electricity system.

12. COLLECTION OF INFORMATION AND AUTHENTICATION

12.1. In order to operate Sensor Networks’ business and to provide the

Services, Sensor Networks is required to collect and retrieve

information about the Client and the Equipment.

12.2. Please refer to Sensor Networks’ Privacy Policy for further details

on how this information will be used and who to contact in

respect of queries.

13. BREACH

13.1. If the Client:

13.1.1. commits a breach of this Agreement or the General

and fails to remedy the breach within 7 (seven) days

from written notice of such breach by Sensor

Networks; or

13.1.2. commits a breach of this Agreement or the General

remedied,

then Sensor Networks shall forthwith be entitled, but

not obliged, without prejudice to any other rights or

remedies which it may have in law or in terms of this

Agreement, including the right to claim damages –

13.1.3. to cancel this Agreement; or

13.1.4. to claim immediate performance and/or payment of all the Client’s

obligations in terms hereof.

13.2. In the event that Sensor Networks elects to cancel this Agreement then it

shall be entitled (without prejudice to any other rights) to claim the

Termination Fee referred to in clause 4.4 in lieu of claiming damages.

14. FORCE MAJEURE

Sensor Networks shall not be deemed in default or otherwise liable for any

delay in or failure to provide the Services for any cause which is

unforeseeable or beyond the reasonable control of Sensor Networks.

15. LIMITATION OF LIABILITY

Save as set out in clause 9, Sensor Networks shall not be liable to the Client

or any third party for any loss, liability, damage (whether direct or indirect,

consequential or otherwise and whether for loss of proﬁts, revenue, data or

goodwill) or expense of any nature whatsoever which may be suffered by the

Client or such third party as a result of or which may be attributable, directly

or indirectly to a fault in the Equipment, the use by the Client of the

Equipment and/or Firmware and the Client hereby indemniﬁes and holds

Sensor Networks harmless from and against any claim of whatsoever nature

which may be made against Sensor Networks arising out of the foregoing.

16. INDEMNITY

The Client indemniﬁes Sensor Networks, its aﬃliates and subcontractors

against any third-party claims, damages or costs (including reasonable

attorney's fees) caused by or attributable to the Client’s -

16.1. acts or omissions;

16.2. use of the Equipment; or

16.3. breach of these Client-Speciﬁc Terms.

17. GENERAL

17.1. Sensor Networks may assume that all electronic communications and

uploads which reasonably appears to originate from a Client are in fact

from the Client and that the Client was authorised to send or upload the

same.

17.2. Sensor Networks may send alerts, notiﬁcations and other

communications to the Client by way of SMS, email or other electronic

delivery mechanisms and the Client consents to receive communications

from Sensor Networks in any such manner.

17.3. A certiﬁcate signed by any one of Sensor Networks’ directors will, unless

the contrary is proven, be suﬃcient evidence of –

17.3.1. the date of publication and the content of the Client-Speciﬁc Terms

and any amended terms;

17.3.2. the date of publication and the content of earlier versions of the

Client-Speciﬁc Terms; and