GENERAL TERMS AND CONDITIONS OF USE OF RMI – Remote Monitoring Interface

1 Definitions

1.1 The terms in capitals used in this Agreement have the following meanings:

a)     Access Device: means the device used to access the Services, including PCs, smartphones and tablets which meets the minimum requirements listed in the User Manual;

b)    Agreement: means the set of terms and conditions governing the Registration and provision of Services which are illustrated or incorporated herein as well as all annexes referred to in Clause 2.1;

c)     Order: means the proposed order of the Company including special terms and conditions relating to the provision of the Services;

d)    Application: means the software application developed by the Company which allows to use the Services on an Access Device that can be downloaded at certain software application stores;

e)     Event of Force Majeure: means the definition provided for in Clause 8.2;

f)     Duration: means the period of provision of the Services as stated in the Order;

g)    Fee: means the cost of the Services as stated in the Order;

h)     Customer: means a “professional” as defined under Article 3 of the Consumer Code (Italian Legislative Decree no. 206 dated 6 September 2005) i.e. “the natural or legal person acting in the course of their entrepreneurial, commercial, craft or professional business”, who has signed the Agreement and is the recipient of the provision of Services;

i)      Guest: means a person to whom the Customer may possibly transfer the use of the Services in the manner and within the limits laid down in Clause 4;

j)      Product: means the device for heating and/or cooling and/or handling air (including any components for connecting to the internet and software or firmware embedded in such products or components) manufactured by the Company, by its associated companies or third party companies, and that is listed in the User Manual as compatible with the Services;

k)     Registration: means the registration of an account by the Company in order to allow the Customer to use the Services;

l)      Login Credentials: means the User ID and Password sent to the Customer to access the Services;

m)   Services: means the services provided by the Company to the Customer as shown in the User Manual;

n)     Areas served: means the countries that are from time to time listed in the User Manual;

o)    System: means the Website or the Application (including any updates made to both) used by the Company in order to provide the Services;

p)    Updates: means the definition given to this term in Clause 5.3;

q)    User Manual: means the user manual (and its amendments) as published on the Website;

r)      Company: means Mitsubishi Electric Europe BV, a limited liability company incorporated under Dutch law with its registered office at 46 Capronilaan 119NS Schiphol-Rijk, The Netherlands, operating through its subsidiary in Italy, located in Agrate Brianza, Viale Colleoni n. 7, Centro Colleoni, Palazzo Sirio, registered in the Register of Companies of Monza and Brianza, REA (Economic and Administrative Index) no. MB-1499633, Italian Tax ID Code/VAT no. 02595560968, for the provision of the Services and the transmission of any notices or communications in connection with this Agreement;

s)     Website: means the URL, http:\\ it.rmi.mitsubishielectric.com

2 Agreement between the Company and the Customer

2.1 This Agreement governs the Registration for the Services and the provision thereof to the Customer. The conditions, terms and procedures for the provision of the Services referred to in this Agreement are valid for the Duration of the Services and for any subsequent renewals. The Customer is requested to read carefully the conditions, terms and procedures for the provision of the Services in this document, as well as in the following documents, which are an integral and substantial part of the Agreement itself:

a)     the Order;

b)    the User Manual;

c)     the Privacy Policy pursuant to Article 13 of Italian Legislative Decree no. 196/2003 (see Clause 10)

2.2 Before proceeding to use the Services, the Customer is obliged to proceed with the signing of this Agreement, as a sign of acceptance of the terms and conditions prescribed therein. After being signed, this Agreement and its annexes referred to in Clause 2.1, shall become binding for the Customer.

2.3 This Agreement may be subject to periodic review by the Company so as to reflect any changes in the provision of Services and/or the risks associated with the provision of the Services by giving the Customer at least thirty (30) days' notice thereof. The Customer will be informed through the publication of the revised Agreement on the Website, in the section General Terms and Conditions of use of RMI, or through notification of the revised terms of the Agreement via email to the address shown in the section called Customer Information. If any changes are made, the Customer shall have thirty (30) days to accept the terms of the Agreement thus revised; once the period of thirty (30) days has passed without the Customer having accepted the revised terms of the Agreement, the Customer shall no longer, in any case, be allowed to continue using the Services and the Agreement shall be suspended or terminated, at the total discretion of the Company, pursuant to Clause 9.3.

2.4 This Agreement does not cover the use of the Product by the Customer and the Company disclaims any liability arising out of the use of the Product by the Customer or of any defects thereof. The liability resulting from the purchase and use of the Product by the Customer shall be governed by the terms of the agreement signed with the natural or legal person that sold and/or installed the Product to/for the Customer.

2.5 Regardless of any descriptions of the service contained in other documents or other documentation relating to the Products, the description of the service shown in the User Manual explains in comprehensive detail the subject of the Services and takes precedence over other different descriptions.

3 Procedures for the provision and receipt of the Services - Agreement Renewals

3.1 After signing the Agreement (see Clause 2.2.), the Customer shall send the Company all the details necessary for the activation of the Services as set out in the Order. Within 20 working days from receipt of such information, the Company undertakes to proceed with the Registration and to send the Customer the Login Credentials (User ID and Password).

3.2. The Duration of the Services begins on the date that the Login Credentials are sent. Any form of tacit and/or automatic renewal of the Services on expiry is expressly excluded: every renewal of the Services shall be subject to specific agreement between the Customer and the Company. Within a reasonable time prior to the expiry of the Services, the Company will send the Customer an order proposal for the renewal of the Agreement which will contain the special terms for the renewal of the provision of Services. If the Customer wishes to proceed with the renewal of the Services, he/she shall accept, sign and deliver the order proposal for renewal to the Company according to the procedures and terms set out in the proposal itself. The order proposal for renewal accepted in this way will replace the previously signed Order as a new annex to the Agreement, pursuant to Clause 2.1 letter a).

3.3 For the entire Duration of the Agreement and within the limits of due diligence, the Company shall provide the Customer with the Services in accordance with the User Manual and the rest of the Agreement and shall always provide the Services with reasonable professionalism and care. We cannot however exclude delays attributable to an Event of Force Majeure. One should refer to Clause 8 concerning the liability of the Company in the presence of an Event of Force Majeure.

3.4 The Company may also be forced to suspend the Services in the event of technical or safety problems related to the Services and, if so, within the limits of due diligence, it undertakes to restore the Services as soon as possible. In the event of any problems, the Company undertakes to inform the Customer in advance by means of a notice on the Website and/or via e-mail and/or via a text message, except in cases where the issue is of an urgent nature or is an emergency (in which case the Customer will be informed as soon as possible).

Provided that it has complied with the provisions indicated above regarding notification, the Company shall not be liable towards the Customer concerning any non-availability of Services during any interruption, with the express exclusion of any refund of the Fee for the period of non-availability of the Services.

3.5 The Services are provided as a secondary structure for monitoring and control. The Customer acknowledges that the Services are provided on an “as is” format without the guarantee that they are available on an on-going basis or to perform all the instructions processed through the Service and, in particular, the Service is not adequate for any critical heating or cooling application. Therefore, the Customer must also enter into agreements to ensure that a person physically checks that the Product is set according to their needs, if the inaccuracy or the non-availability of information on the Product or the absence of instructions to be followed may lead to a loss of any nature whatsoever for the Customer. The data and information made available by the Services, including the data on energy consumption, were not designed and are therefore not suitable to fulfil any obligations of an administrative and/or fiscal nature. The Company guarantees the accuracy of the data and information made available by the Services to the extent and within the limits indicated in the User Manual.

3.6 The Company does not guarantee the availability of historical data relating to the settings of the Product that are displayed from time to time by the Services and reserves the right to modify or withdraw such data at any time.

3.7 The Customer acknowledges that the receipt of Services depends on the equipment and services provided by the Customer or by third parties which are beyond the control and responsibility of the Company, such as the proper operation of the Customer's internet Access Device, the network equipment and the provision of the internet service. In the event of a breakdown of these components, the Service may not be available.

3.8 The Customer undertakes:

a)     to use the System and the Service exclusively through the Application or the Website;

b)    to use the System and the Service exclusively in relation to Products located in the Areas served;

c)     to ensure that all information provided to the Company during registration and during the use of the Service is correct and complete;

d)    to use the System and Services only in relation to Products owned or controlled by the Customer and within the scope of the assets owned by the Customer or controlled by the Customer who undertakes not to resell the Services nor to make them available to any other party except as provided for in Clause 4 and within the limits indicated therein (Guests);

e)     to use the System and the Services in compliance with the Agreement, the Order and all the pertinent laws;

f)     not to allow others to use the System or Services or the Customer's Access Device through his/her Login Credentials or other information about the Service account, without prejudice to the provisions of Clause 4 within the limits indicated therein;

g)    not to copy, adapt, modify, disassemble, decompile, perform operations of reverse engineering, or create derivative works based on the System;

h)     not to introduce viruses, worms, logic bombs or other software into the System and not to damage in any other way the System or the Services, or any other Customer of the Systems or Services, or their goods or data;

i)      to use up-to-date anti-virus and firewall programs available on the market and to promptly install all updates received on any device used by the Customer to receive the Services;

j)      to use the Services only in relation to the type and the maximum number of Products, Access Devices and other devices, software, hardware and network connections that meet the minimum requirements listed in the User Manual and according to the Order, except as expressly authorised in writing by the Company;

k)     to install, if the Service is used through the Application, the Application Updates when required (otherwise, the Service may become unavailable or may not work according to information in the User Manual);

l)      to comply with the terms of any third-party application store (such as the Apple App Store, Google Play or Windows Store) when the services of such application stores are used to download the Application. The Company is not responsible for the availability of services offered via the application store; and

m)   to assume responsibility for the payment to the Customer's Internet service provider or mobile operator of all expenses incurred in connection with the use of the System and Services, also stating that the Company is not in any way liable for such costs.

3.9 Without prejudice to the provisions in Clause 3.8, the Customer also undertakes to pay the Fees to the Company for the Services in accordance with the due dates and the payment procedures set out in the Order. All payments made in any form must indicate the Company as the sole Beneficiary, unless other written instructions are received from the latter. If the payment is agreed via securities, the Customer will be charged the sums incurred for stamp duty, where applicable, as well as the collection fees; in the event of non-payment, all additional costs will also be charged.

For payments made in arrears compared to the agreed due dates, the Company shall reserve the right, without prior reminder, to charge the Customer arrears interest as provided for by Italian Legislative Decree No. 231 of 9 October 2002 which enacted Directive 2000/35/EC of 29 June 2000 “on combating late payment in commercial transactions”.

Failure to pay, in whole or in part, the payable Fee by the established due dates, will lead to the Company having the right not to proceed with the provision of the Services, i.e. it may immediately and without notice suspend the provision of the Services to the Customer, without prejudice to the right of the Company to terminate the contract making use of the remedies provided by law.

The Company shall also have the right not to provide its service, that is, to suspend the execution thereof, even if already started, in the event provided for by Art. 1461 of the Italian Civil Code (change of financial conditions of the contracting parties), including the situation where the financial conditions of the Customer were not known to the Company when the Agreement was entered into, or in the case of non-fulfilment of any obligation, even of an accessory nature, assumed by the Customer with regard to the Company pursuant to this Agreement or pursuant to other existing relations between the parties. In all these cases, the Company may also make the execution or completion of its services conditional on the prior full payment of the Fee by the Customer. In addition to the above, the Company may also make the execution or completion of its services conditional on the prior full payment of the Fee by the Customer, even if the latter, in the unquestionable judgement of the Company, does not offer adequate guarantees of compliance with the terms and due dates for payment or if, when a service is requested or subsequent to such a request, the Customer's exposure to the Company exceeds the credit line (if any) granted by the latter at its sole discretion.

4 Guests

4.1 Where expressly agreed in the Order and in accordance with any further conditions specified therein, the Customer, with a separate and distinct agreement, may, in turn, grant the use of the Services to other parties (so-called Guests), with whom, however, the Company shall not be obligated in any way; the Company will, therefore, remain extraneous to the contractual relationship that may be established between the Customer and the Guests, who shall not obtain any rights with respect to the Company.

4.2 It is understood that the Customer - in the definition, regulation and execution of separate contractual relationships with the Guests - undertakes, however, to respect all legal regulations applicable to such relationships and to obtain every authorisation, release and/or consent that may be necessary, such as – for example, but not limited to – those prescribed by the legislation regarding the processing of personal data (Italian Legislative Decree no. 196 of 30 June 2003).

4.3 The Customer cannot grant the use of the Services to a number of concurrent Guests that is greater than that indicated in the Order in relation to a Product.

4.4 The Customer will be held liability for anything that may result from or be associated with the use of the Services by the Guests and, in general, undertakes to fully indemnify and hold the Company harmless from any damage, expense, cost, charge, penalty, loss or similar that might or could be incurred by the Company itself as a result of any third party claim arising from the non-compliance with the provisions of this Clause 4.

5 Assistance and contact procedures

5.1 If a problem occurs in the Services, the Customer is invited to contact the Company to inform it and collaborate with the same according to the procedures provided for in Clause 5.4, or by calling the customer and complaints service, competent for the Area served where the Products are located, as shown on the Website.

5.2 The Company shall specify if the assistance is provided through a higher charge-rate phone number.

5.3 The Company may provide patches, bug fixes, upgrades and other changes to the System and Services (Updates). The Customer accepts that the Company has the right to update the System and Services without requiring further consent or action from the Customer.

5.4 The Company and the Customer can communicate through messages posted on the Website. The Customer may also contact the Company at the email address that corresponds to the related Area served, where the Products are located as shown on the Website, and the Company can, in turn, contact the Customer via the email address and/or phone number provided at the time of Registration (or any other addresses/phone numbers provided in the System’s section called Customer Information). These communications (and, if required, any notifications regarding an interruption and suspension of services) shall be deemed fully effective at the time they are sent if the party concerned can prove that they have successfully sent the communication. It is therefore important that the Customer constantly has an email address and a valid phone number registered in the System section called Customer Information. The Company and the Customer can also communicate via postal correspondence sent to postal addresses that are specified in the System’s section called Customer Information and such communications shall be deemed fully effective, if the party concerned can prove that they have sent the communication.

6 Use of the System

6.1 The Company grants the Customer a non-exclusive and non-transferable licence for the use of the System and the data it contains, solely in order to benefit from the Services and to monitor and control the installed Product that the Customer owns or controls through the Access Device for the period defined as Duration in the Order.

6.2 Some System components may be subject to the MIT Licence or other open source licences (Open Source Software). These components are made available to the Customer in accordance with the terms of the respective open source licences and, where requested, this information is placed in a header on the copyright inside the text file of the related component. The provisions of this Agreement do not limit the right of the Customer to copy, modify and distribute such Open Source Software in compliance with the corresponding terms of the open source licence.

6.3 The System and the data it contains are the exclusive property of the Company and its licensees, the code is reserved and the Customer shall have no licences, rights, titles or interests in the System and in the data it contains or in any other software or hardware or know-how used by the Company to provide the Services except for what is expressly stated in the Agreement.

6.4 If any party believes that the System infringes their intellectual property rights or the Company believes that the System infringes the intellectual property rights of any other party, the Company has the right to change the System to prevent such infringements or to suspend the Services immediately or terminate the Agreement by giving written notice to the Customer by posting a notice on the Website or sending it via e-mail to the address shown in the Service account of the Customer or via alternative means.

6.5 The Customer agrees not to export or re-export, neither directly or indirectly, the System to any other country in violation of the applicable export controls.

7 Liability of the Company towards the Customer

7.1 Within the limits allowed under the law, the liability of the Company towards the Customer under this Agreement (both direct and indirect, of a statutory, contractual or non-contractual nature) for all the Services provided to the Customer is limited solely to cases of fraudulent intent or gross negligence attributable to the Company and cannot in any event exceed the amount of the Fee.

7.2 Without prejudice to Clause 7.1, it is understood that the Company is not liable in any way, pursuant to this Agreement, for any loss of data contained in the System or in the Customer's Access Devices or in any other equipment or archive, as regards presumed savings, lost earnings, activities, interruptions in activity, or missed business opportunities, goodwill or reputation, or losses that were not caused by any non-fulfilment by the Company (either direct or indirectly of a statutory, contractual or non-contractual nature).

7.3 The Customer declares that they have not informed the Company about the existence of any extraordinary circumstances in relation to the use of the Services by the Customer and therefore all indirect losses (i.e. losses which do not occur naturally during normal use of the Services) cannot be recovered.

7.4 Any claim against the Company for alleged non-compliance in the provision of the Services must be made immediately, and, in any event, no later than 24 hours after the discovery.

8 Events of Force Majeure

8.1 The Company shall not be liable or held responsible for any non-fulfilment or delay in fulfilment of any of its obligations pursuant to this Agreement as a result of an Event of Force Majeure.

8.2 An Event of Force Majeure means any act or event that is beyond the Company's reasonable control including, for example but not limited to, industrial action, civil commotion, social unrest, acts of invasion, terrorism, wars, fires, explosions, hurricanes, floods, earthquakes, epidemics or other natural disasters or breakdown in the public or private telecommunications network or in other IT systems. Even the non-availability of an on-line applications store, through which one can download up-to-date copies of the Application, is considered an Event of Force Majeure.

8.3 If an Event of Force Majeure affects the fulfilment of the obligations by the Company pursuant to this Agreement, the Company undertakes to inform the Customer as soon as reasonably possible: every other obligation of the Company towards the Customer will remain suspended for the duration of the Event of Force Majeure. The Company undertakes to restore the Services as soon as reasonably practicable after the termination of the Event of Force Majeure, unless such an Event of Force Majeure continues for more than 3 months, in which case the Company may, at its sole discretion, suspend or terminate the Agreement.

9. Right of termination of this Agreement and to suspend provision of the Service

9.1 This Agreement shall remain in force for the Duration stipulated in the Order, with express exclusion of any tacit renewal. Any renewals of Services will be expressly agreed upon between the Company and the Customer.

9.2 The Customer may suspend or terminate the Agreement at any time with immediate effect by notification via email to the address registered in the Customer's Service account or by using alternative means referred to in Clause. 5.4. It is understood that in such cases the Company shall not be obliged to refund any Fees already collected, but also without prejudice to its right to claim any portion of the Fee that has not yet been received.

9.3 The Company has the right to suspend or terminate the Agreement:

(a)   in the event of any breach of the Agreement by the Customer according to the provisions of Clause 3.9; and/or

(b)   at any time with thirty (30) days' written notice to be sent by email to the address registered in the Customer's Service account or by using alternative means referred to in Clause 5.4, in accordance with Clause 6.4 (infringement of intellectual property rights) or 8.3 (event of force majeure lasting more than 3 months).

(c)   in accordance with Clause 2.3 when the Customer does not accept the new conditions

9.4. The suspension of the Agreement pursuant to Clause 9.2 and 9.3 shall not affect the Duration of the Agreement, which shall terminate at its originally agreed expiry.

9.5 If the Company suspends or terminates the Agreement pursuant to Clause 9.3, paragraph (b) and (c), the Customer is entitled to a refund of the Fee for the period of non-use of the Services. The Company is expressly excluded from any other burden, in particular it shall not be obliged to refund the Customer the price for the purchase and installation of the Product.

9.6 Without prejudice to the provisions set forth in Clause 9.5, the termination or dissolution of the Agreement, in whatever way this takes place, shall not affect any claims, rights or accrued liabilities related to the Customer or of the Company's competence.

10. Use of personal data

10.1 The Customer declares that they are Controller of the data supplied within the scope of this Agreement, pursuant to and with the effects of Italian Legislative Decree no. 196/2003, or that they have obtained from the lawful Holders every authorisation, release and/or consent needed to deliver the same to the Company. In any case, the Customer undertakes to fully indemnify and hold the Company harmless from any damage, expense, cost, charge, penalty, loss or similar that might or could be incurred by the same Company for possible violations of regulations on the processing and protection of personal data pursuant to Legislative Decree no. 196/2003.

10.2 Pursuant to Italian Legislative Decree no. 196/2003, the Customer acknowledges that the information provided within the scope of this Agreement will be processed: (a) in order to allow the completion of informative, administrative, accounting and commercial procedures related to the contractual relationship, also through third parties (persons in charge of processing and/or data processors); (b) for the sending by MITSUBISHI ELECTRIC EUROPE B.V. and companies in the Group, of newsletters, commercial, promotional and informative communications, market researches and analyses, announcements on events, invitations or similar, until opposition.

The provision of data for the purposes of point a) is necessary for the fulfilment of the Services. Consent to processing for the purposes of point b) is optional.

10.3 The data will be processed by automated, electronic and/or manual means. The data will be stored for the time that is strictly necessary and will not be disclosed. The Customer, as the party concerned, is acknowledged to have the rights under Art. 7 of Italian Legislative Decree 196/2003, and in particular the right to know the origin of the data, and the logic and the purposes on which the processing is based, to obtain the cancellation, transformation into anonymous form or blocking of data processed in violation of the privacy code, as well as the updating or integration of the data when it has an interest. The Customer can assert their rights as expressed in Articles 7, 8, 9 and 10 of Italian Legislative Decree no. 196 of 30 June 2003, by addressing the data controller, by contacting the Company's registered office by phone on 03960531 or by sending an email to the address privacy@it.mee.com. The full Privacy Policy can be found on the website www.mitsubishielectric.it

10.4 The Data Controller is: Mitsubishi Electric Europe B.V. Italian subsidiary, Viale Colleoni n. 7, Centro Colleoni, Palazzo Sirio, Agrate Brianza (MB), Italy, in the person of its legal representative pro tempore domiciled at our registered office

11. Further important terms and conditions

11.1 The Company has the right to transfer its rights and obligations pursuant to this Agreement to another organisation or entity, provided that, at the time of transfer of the Company's obligations, that organisation is able to fulfil the obligations (and hereby the Customer accepts such a transfer). The Customer is forbidden to transfer the Agreement.

11.2 This Agreement is entered into between the Company and the Customer, i.e. between two operators in the exercise of their trade, business, craft or profession, therefore not giving rise to the application of the provisions in the Consumer Code (Italian Legislative Decree no. 206 of 6 September 2005).

11.3 Any omission on the part of the Company in demanding proper fulfilment of the obligations by the Customer, or the failure to exercise or delay in exercising a right or remedy under this Agreement towards the Customer, shall not constitute a waiver to enforce the rights or remedies of the Company towards the Customer and does not mean that the Customer does not need to fulfil their obligations. Any waiver by the Company will only be carried out in writing.

11.4 Whenever the invalidity, voidness or non-enforceability of any one of these conditions is declared, such condition shall not constitute part of the Agreement, and this shall not affect the validity, effectiveness or enforceability of the remaining covenants.

11.5 This Agreement may only be modified by the Customer or by the Company by written agreement between the parties, without prejudice to the provisions in Clause 2.3 above.

11.6 This agreement, including the documents annexed hereto as a reference, contains the entire agreement between the parties with respect to the provision and use of the Services and System and replaces any contracts, agreements and arrangements previously agreed between the parties in relation to the object of the Agreement.

11.7 This Agreement is governed and interpreted according to Italian law. All disputes arising in any way from this Agreement and the documents forming part of the same will be referred to Italian jurisdiction and in particular the jurisdiction of the Courts in Milan, without prejudice to the Company's right, alternatively, to bring the case to competent judicial authorities according to subject, value and territory on the basis of the ordinary criteria laid down by the Italian Code of Civil Procedure.