Doc. No.: 5509-1102_GB Date org.: 2018-06-04 Init: KRJ Reviewer: KRJ Doc. Rev.: A Date Rev.: Approver: KRJ Classification: Public 1/5 Doc Type: Procedure Doc. No: 5509-1102_GB General Licensing Conditions (EULA) for Kamstrup Analytics delivered by Kamstrup A/S Unless otherwise expressly agreed in a separate written licence agreement, these ‘General Licencing Conditions (EULA) for Kamstrup Analytics delivered by Kamstrup A/S’ apply and constitute the Agreement between Kamstrup A/S and the Licensee on the terms and conditions for the Licensee’s use of Kamstrup Analytics delivered by Kamstrup A/S. Kamstrup Analytics are defined as the analysis and visualisation services made available through MyKamstrup (including, for example, Kamstrup Water Intelligence, Kamstrup Heat Intelligence, Kamstrup Power Intelligence and Kamstrup Incidents). THE LICENSEE ACCEPTS THAT THE LICENSEE’S USE OF THE SOFTWARE MEANS THAT THE LICENSEE HAS READ AND UNDERSTOOD THESE GENERAL LICENSING CONDITIONS AND THUS THE AGREEMENT AND THAT THE LICENSEE ACCEPTS BEING BOUND BY THE TERMS AND CONDITIONS SET OUT THEREIN. 1. Software 1.1. This licence agreement (the ‘Agreement’) constitutes an agreement concluded between you (the ‘Licensee’) and Kamstrup A/S regulating the Licensee’s use of Kamstrup Analytics (the ‘Software’) delivered by Kamstrup A/S to the Licensee. 1.2. The Agreement constitutes the overall basis for the Licensee’s right of use of the Software and replaces all former declarations, discussions, commitments, agreements, notifications or announcements in relation to the Software, unless otherwise expressly stated in the Agreement. 1.3. The Software is a software-as-a-service (SAAS) online platform that offers, among other services, analytical services based on data read from the Licensee’s intelligent energy and water meters. The Software is accessed via a web browser on an Internet-connected PC or through an app on a smartphone or tablet. 2. Scope of licence 2.1. The Agreement is an agreement on user rights and is not a sales agreement. Kamstrup A/S retains ownership of the Software and of all rights to the Software, including title and intellectual property rights. 2.2. The Licensee has a non-exclusive and non-transferable right to the Software delivered by Kamstrup A/S with such rights and limitations as to the number of users and rights to the Software in general as Kamstrup A/S and the Licensee have agreed in writing in each particular case. 2.3. The Licensee does not acquire any rights to the Software other than what is expressly stated in Clause 2.2. The Licensee may thus, among other things, not (i) modify the Software, (ii) dismantle, decompile, disassemble or use the Software to create derived software, (iii) carry out reverse engineering on the Software, (iv) make the Software available for public downloading, (v) sublicense, hire out, lend, lease or carry out any other kind of transfer of the Software electronically or in any other way to a third party, unless the opposite is stipulated in mandatory legislation. Doc. No.: 5509-1102_GB Date org.: 2018-06-04 Init: KRJ Reviewer: KRJ Doc. Rev.: A Date Rev.: Approver: KRJ Classification: Public 2/5 Doc Type: Procedure Doc. No: 5509-1102_GB 3. Functionality 3.1. The Software is delivered with a standard functionality, which can be continually extended by Kamstrup A/S. 3.2. If a list of functions has been drawn up on conclusion of the Agreement between the Licensee and Kamstrup A/S, this list will be regarded as a specification of minimum functionality in the Software and not as a restriction on the addition of new functionality or improvement of the existing functionality. 3.3. New standard functionality which is added to the Software solely at the initiative of Kamstrup A/S will automatically form part of the Software without any additional charge to the Licensee. 3.4. In addition, Kamstrup A/S may choose to develop new functionality in the form of add-on modules. The Licensee may acquire a licence to such modules on Kamstrup A/S’s terms and conditions in force at any given time. 3.5. The Licensee is aware that the Software, like any other software, may contain faults and deficiencies. Such faults and deficiencies are typically remedied without prior notice and free of charge in connection with Kamstrup A/S’s ongoing maintenance of the Software. 4. Accessibility, uptime and shutdown 4.1. The Software is accessed by the Licensee via the Internet. The accessibility of the Software is therefore defined based on whether there is connection to Kamstrup A/S’s servers via the Internet within the agreed uptime; see Sub-clause 4.2. 4.2. Kamstrup A/S strives to ensure that Kamstrup A/S’s servers on which the Software is run will be accessible 99% of the time, measured over a continuous 24-hour period, 7 days a week, 365 days a year. Time used for preventative maintenance and updating of the Software as well as maintenance of hardware etc. will be deducted from the above uptime. 4.3. If access to some or all of the Software functions is closed for updating or maintenance (‘shutdown’), the Software will, in so far as possible, present a service message explaining the shutdown. 5. Set-up and implementation 5.1. Before the Software can be taken into use, it may be necessary to set up installations, meters, users etc. in the Software (‘set-up’) or to make certain changes, customisations or application interfaces to connect the Licensee’s systems with the Software (‘implementation’). These services are settled at the hourly rates in force at any given time, unless otherwise agreed on conclusion of the Agreement. 5.2. Any adjustments or changes to the Licensee’s other systems which are necessary for or occasioned by the implementation of the Software will be made by the Licensee himself, unless otherwise agreed. 6. Licensee’s participation 6.1. The Software depends on the Licensee providing a variety of data and information. Kamstrup A/S’s obligations under this licence are subject to the above data and information being provided at the right time and in the right format. Doc. No.: 5509-1102_GB Date org.: 2018-06-04 Init: KRJ Reviewer: KRJ Doc. Rev.: A Date Rev.: Approver: KRJ Classification: Public 3/5 Doc Type: Procedure Doc. No: 5509-1102_GB 6.2. Furthermore, the Licensee is obliged to provide, for the Licensee’s own account, the assistance necessary to enable Kamstrup A/S to supply the services agreed under the Agreement, including by providing information and making the necessary decisions when Kamstrup A/S so requests. 7. Confidentiality regarding usernames and passwords 7.1. The Software is accessed by means of a username and password (‘access details’). The access details may be issued by Kamstrup A/S or be created by the Licensee. The Licensee agrees that disclosure of these details may result in unauthorised access to and/or abuse of the Software. 7.2. Kamstrup A/S is not responsible, or liable, for the consequences of unauthorised access to or abuse of the Software, regardless of whether the Software is abused by the Licensee’s own employees or third parties who have come into possession of access details without this being the result of circumstances attributable solely to Kamstrup A/S. 7.3. The Licensee is obliged to inform Kamstrup A/S if the Licensee becomes aware that unauthorised persons have come into possession of access details. Kamstrup A/S is then entitled to close or block the relevant user account(s) without notice. 7.4. The Licensee may, free of charge, request Kamstrup A/S to close/block one or more user accounts on suspicion that an unauthorised person has come into possession of access details, and the Licensee is not himself able to close/block the user account(s) in question. 8. Consent to the use of data 8.1. The Licensee consents to Kamstrup A/S and Kamstrup A/S’s partners collecting and using statistical data and related information in depersonalised form, including, but not limited to, technical information about the Licensee’s IT equipment and IT system and software applications, software environment and versions, the functionality of the Software and the Licensee’s use of the Software. Kamstrup A/S may use the data to improve its products and to provide software updates or new versions, provided that this is done in a manner that protects the Licensee’s identity. 9. Commencement and termination 9.1. The Agreement will commence on the earliest of the following dates: The time at which the Licensee is granted initial access to the Software in Kamstrup’s operating environment or the date of Kamstrup A/S’s order confirmation for the Software. 9.2. Correspondingly, Kamstrup A/S has the right to terminate the Agreement at one (1) month’s prior written notice in case of the Licensee’s failure to perform its contractual obligations under the Agreement. If such breach is remedied by the Licensee within one (1) month of receipt of Kamstrup A/S’s notice of termination, Kamstrup A/S may decide to withdraw its termination of the Agreement. In case of termination of the Agreement, the Licensee must immediately delete, destroy or, for its own account, return the Software, all backup copies and all related material to Kamstrup A/S, unless otherwise stipulated in mandatory legislation. 9.3. If the Licensee does not pay a due amount to Kamstrup A/S, Kamstrup A/S has the right to close the Licensee’s access to the Software at ten days’ prior notice. Access to the Software will only be re-established once the Licensee has paid all amounts due, including all costs. Doc. No.: 5509-1102_GB Date org.: 2018-06-04 Init: KRJ Reviewer: KRJ Doc. Rev.: A Date Rev.: Approver: KRJ Classification: Public 4/5 Doc Type: Procedure Doc. No: 5509-1102_GB 9.4. Within three months of the termination with or without notice or other cancellation of this licence, Kamstrup A/S must participate in the surrender of the Licensee’s data when the Licensee requests such surrender of its data at ten working days’ written notice. This can be done by a file transfer or copies of data on a readable medium. Kamstrup A/S’s assistance in this will be settled at the applicable hourly rate and expenses for materials. 10. Amendment of terms and conditions 10.1. Kamstrup A/S may amend these terms and conditions in full or in part at three months’ notice or by agreement with the Licensee. 10.2. If the Licensee does not wish to continue the Agreement under the amended terms and conditions, Kamstrup A/S must offer the Licensee one or both of these solutions: (i) a reduction of the Licensee’s period of notice in Sub-clause 10.1 to three months from the commencement of the new terms and conditions and/or (ii) a special agreement on maintenance of the existing terms regarding the clause(s) for which the Licensee does not want amendments. Such a special agreement will typically be for a fixed term and will be described in an addendum to the Licence Agreement. 11. Software warranty provisions 11.1. The Software is intended for use in connection with analyses and visualisations based on data read off from the Licensee’s intelligent energy and water meters. The Software is therefore, among other things, not intended for use in connection with the operation of nuclear reactors, aviation navigation systems, systems for other than visualisation of energy, water and heating consumption, systems for the control of air traffic or other equipment where faults in the Software may cause death, personal injury, extensive physical destruction or environmental damage. 11.2. Unless otherwise agreed in writing by Kamstrup A/S and the Licensee, the Software is made available to the Licensee as is and without guarantees of any kind, including any guarantees in respect of satisfactory quality and usefulness for a specific purpose for the Licensee. Furthermore, Kamstrup A/S does not guarantee that the Software functions satisfactorily when used in conjunction with other software. 12. Breach 12.1. Where a party is in material breach of one or more of the conditions set out in the Agreement, the other party is entitled to terminate the Agreement with immediate effect and without prior notice. 13. Limitation of liability Kamstrup A/S is not liable for any operating losses, loss of profit or similar indirect losses as a consequence of nonconformities of the Software or the media on which the Software is stored, including any claims for damages lodged against the Licensee by a third party, loss of or damage to the Licensee’s data as well as operating losses, loss of profit and other indirect losses or consequential damage in the form of, for example, loss of profit, earnings, goodwill or loss of expected cost savings. 14. Product liability 14.1. Kamstrup A/S is liable for any personal injury and damage to property caused by a defect in the Software. 14.2. Kamstrup A/S is liable for any damage to property which has been made a part of, incorporated in, added to or otherwise connected to the Software. Kamstrup A/S is furthermore liable for any damage to property Doc. No.: 5509-1102_GB Date org.: 2018-06-04 Init: KRJ Reviewer: KRJ Doc. Rev.: A Date Rev.: Approver: KRJ Classification: Public 5/5 Doc Type: Procedure Doc. No: 5509-1102_GB where the Software is used to manufacture, process or otherwise treat such property. However, the liability only covers the reduction in value of the manufactured or processed property, the extra manufacturing or processing costs or the actual cost of repairs. 14.3. Kamstrup A/S is liable only for any direct loss associated with the Software where the Software causes damage resulting in a product manufactured or processed by the Licensee or a third party having to be discarded or repaired, becoming more expensive to manufacture or losing value. 14.4. Kamstrup A/S is under no circumstances liable for any capital loss and/or indirect loss. 14.5. Kamstrup A/S is not liable for any abuse of personal and/or sensitive data or confidential information obtained by the Licensee in connection with the collection of meter reading data. 14.6. Kamstrup A/S’s product liability towards the Licensee or a third party in the event of any damage caused by products which does not constitute personal injury or damage to consumer property is limited to maximum DKK 500,000. 15. Force majeure 15.1. Kamstrup A/S is not liable for any non-performance of its obligations in accordance with the Agreement where such non-performance is due to events beyond Kamstrup A/S’s control and which prevent performance, including, for example, war, mobilisation, riots, civil unrest, supplier failure, government intervention or intervention by local authorities, strike, blockade or lockout, product shortage due to allocation, import or export bans, natural disasters, fire or any other similar circumstances. 16. Disputes 16.1. The parties must seek to settle any dispute arising out of the Agreement, including disputes relating to the existence or validity of the Agreement, through mediation by the Danish Institute of Arbitration in accordance with the Danish Institute of Arbitration’s rules for such mediation applicable at the time at which the request for mediation was submitted. 16.2. Mediation does not preclude a party from instituting arbitration proceedings in accordance with the provisions set out below or from taking other legal steps in relation to the dispute arisen. 16.3. If the mediation ends without the dispute having been settled, the dispute must be settled by arbitration by the Danish Institute of Arbitration in accordance with the Danish Institute of Arbitration’s rules for such proceedings applicable at the time at which the arbitration proceedings were instituted. 16.4. This end-user licence agreement, all agreements concluded in connection therewith as well as all disputes arising out of the Agreement are subject to Danish law.