CUSTOMER AGREEMENT

This eVida Customer Agreement (this “Agreement”) contains the terms and conditions of our service pertaining to Smarthome Installation and is an agreement between eVida Pte Ltd (“eVida,” “we,” “us,” or “our”) and you or the entity you represent (“you”). This Agreement takes effect when you sign the Agreement presented with these terms. You represent to us that you are lawfully able to enter into contracts (e.g., you are not a minor). If you are entering into this Agreement for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity. Please see Section 12 for definitions of certain capitalized terms used in this Agreement.

1. Description of the Smarthome Installation

1.1 The installation. 

The Smarthome Installation comprises of device installation and software configuration. Before the commencement of the Smarthome Installation or software configuration (as described under Section 1.1(b)), you must first make a deposit equivalent or higher than 50% of the Project Fee.

(a) Device installation

(i) In general, device installation excludes electrical infrastructure wiring and any form of touch-up work including and not limited to putty or silicon or plaster or paint touch-up;

(ii) Done by us or eVida Affiliates. We are responsible to ensure (A) accurate power (wattage) calculations are done in reference to the Background Information, (B) accurate wiring of electrical cables and their polarity, based on the respective colour coding, to our devices, (C) the wiring between devices, components and wiring terminals are fastened securely with appropriate insulation, (D) device accessories, such as DC barrel jack power extension cord, mini USB cable, power adaptors, NTC thermistors, contact suppressors etc are provided to ensure that the devices can perform their core function, (E) devices are functional as indicated in the quotation’s device description after installation, (F) there is no visible or functional damage on your infrastructure and furniture, (G) replacement units are delivered to replace devices that are damaged due to installation negligence and (H) delivery of all devices stated in the quotation;

(iii) Not done by us or eVida Affiliates. We are only responsible in these limited areas: (A) accurate calculations are done in reference to Background Information, (B) provide basic installation manual of the respective devices to your appointed installer or in-charge and (C) delivery of all devices stated in the quotation. In addition, we are not obligated to transfer our installation knowledge to any party, and be physically present during device installation. (D) We are not responsible for the setup or installation of supplementary networking devices such as network extenders/boosters, network switches and Network Attached Storages (NAS).

(b) Configuration

(i) In general, configuration excludes (A) the resolving of dead nodes in the Z Wave network and (B) failure to remotely monitor/control your devices (Z Wave devices, IP Cameras or any automation device directly or indirectly connected to the internet as part of the Smarthome Installation) due to unstable Internet connectivity which may result from down time on the servers or infrastructure of the Internet Service Provider, dysfunctional networking devices such as modem, router, network boosters/extenders and network switches or unforeseen circumstances if the gateway cloud server goes down;

(ii) Done by us or eVida Affiliates. We are responsible to ensure (A) successful pairing of all devices with the gateway, (B) proper naming and grouping of the device icons on the Z-Wave gateway software, (C) configuration of device parameter values, (D) programming of up to ten [10] scenes, (E) setup of local and remote control of your devices via Z-Wave phone application, (F) creation of up to two [2] different Gateway User Accounts and (G) provision of tutorial on how to use the Z-Wave app to you or at least one [1] End User;

(iii) Not done by us or eVida Affiliates. We are only responsible to demonstrate the successful pairing of 3 devices with the gateway as a reflection of goodwill. In addition, we are not obligated to transfer our configuration knowledge to any party. We are not responsible for the configuration of supplementary networking devices such as network extenders/boosters, network switches and Network Attached Storages (NAS).

1.2 You are responsible for all decisions made under the Smarthome Installation, regardless of whether the decisions are undertaken by you, your family members, your employees or a third party (including your contractors or agents). Except to the extent caused by our breach of this Agreement, we and eVida Affiliates are not responsible for any additional costs (e.g. for amending or restoring the Smarthome Installation), damages or injuries arising from a wrong decision. You will contact us immediately regarding the amendment of any wrong decisions made during the Smarthome Installation, and any rectification or repair work will be subjected to additional charges to you and is strictly not covered under this agreement. You may choose to terminate your Smarthome Installation and this Agreement at any time if it is in accordance with Section 5.

1.3 Third Party Content. Third Party Content, such as beta firmware updates, customised plugin apps, reviews and forums provided by third parties, may be made available directly to you by other companies or individuals under separate terms and conditions, including separate fees and charges. Because we may not have tested or screened the Third Party Content, your use of any Third Party Content is at your sole risk.

2. Safety.

2.1 Installation safety. Without limiting Section 8, we will implement reasonable and appropriate measures during device installation, designed to ensure there is no visible or functional damage on your infrastructure and furniture, and no major bodily injuries from you, us, your affiliates and eVida Affiliates. 2.2 Data Privacy. We will ensure the use of private password for each Gateway User Account. In the case we are aware of any user login details from you or any End User, we will not access the user account without notifying the user account owner.

3. Your Responsibilities.

3.1 Your decisions and actions. You are solely responsible for your decisions and actions that have impacted in any manner the scope of Smarthome Installation, installation planning, timeline, execution and hand-over. For example, you are solely responsible for:

(a) Any technical risks involved if (i) Insufficient Background Information is provided to us; (ii) Part of the Smarthome Installation is outsourced to a third-party who is not affiliated to us; (iii) You have chosen not to heed our technical advice on the purchase of additional components and device accessories to ensure the smooth operation and functional reliability of your Smarthome system; (iv) You have provided verbal consent for us to proceed with certain aspects of the Smarthome Installation which we have highlighted to you of its potential risks or our unfamiliarity with the given situation.

(b) Any delay in the Smarthome Installation due to the absence of you, your affiliates, eVida Affiliates or under unforeseen circumstances stated in Section 11.2.

(c) Your approval of the installation hand-over after the Smarthome system has passed our internal commissioning and your user acceptance test.

(d) Any disruption in functionality of your Smarthome system which is not a result of our device’s hardware malfunction.

3.2 Usage and Backup. You are responsible for your own usage of the Smarthome system and the onus falls on you to back up the gateway configuration after making any form of software or configuration changes to it.

4. Fees and Payment.

4.1. Deposit. A deposit sum equivalent or higher than 50% of the Project Fee is made payable upon project confirmation.

4.2 Balance. A balance sum equivalent to the difference of the Project Fee and deposit is made payable after your approval of the installation hand-over. Under unique circumstances stated in Section 3.1(b), the balance will be made in two [2] payments; the first payment on all completed installation work at that point in time and the second payment on all of the remaining sum.

4.3 Consequences of non-payment. For each day after 7 days from the commissioning of the Smarthome Installation, an interest rate (tagged to the SIBOR rate) will be applied to any remaining amount (based on the invoice) which you owe to us or eVida affiliates. After 30 days of non-payment, we and eVida Affiliates are entitled to the retrieval of all devices within the Smarthome Installation and will not be held liable for any damages arising from the process of device retrieval.

5. Term; Termination.

5.1. Term. The terms of this Agreement will commence on the Effective Date and will remain in effect until terminated by you or us in accordance with Section 5.2.

5.2 Termination.

(a) Termination for Cause. (i) By Either Party. Either party may terminate this Agreement for cause upon five [5] days advance notice to the other party if there is any material default or breach of this Agreement by the other party, unless the defaulting party has cured the material default or breach within the five [5] day notice period.(ii) By Us. We may also terminate this Agreement immediately upon notice to you (A) for cause, if there is any unforeseen circumstance which prevents the progress of installation, (B) we fail to arrive at mutual censuses the value of additional payment to restore, amend or expand the scope of installation work, (C) if our relationship with a third party partner who provides device or other technology we use to provide the Smarthome Installation expires, terminates or requires us to change the way we provide the Smarthome Installation services, (D) if we believe providing the Smarthome Installation could create a substantial economic or technical burden or material security risk for us during the installation, (E) in order to comply with the law or requests of governmental entities, or (F) if we determine use of the Smarthome Installation by you or your affiliates is not protected by any legal or regulatory means.

5.3. Effect of Termination. (a) Generally. Upon any termination of this Agreement: (i) all your rights under this Agreement immediately terminate; (ii) restocking fee equivalent to 10% of device fee is applicable to all brand new devices, subjected to the inspection of our representative, that are returned back to us; (iii) you remain responsible for all fees and charges you have incurred up to and including the date of termination, including fees and charges for restocking and installation works completed after the date of termination; (iv) if the chargeable fees stated in Section 5.3(a)(iii) fall below the deposit sum, a refund equivalent to the difference between the deposit sum and chargeable fees will be given back to you; (v) sections 3.1, 5.3, 6, 7, 8, 9, 11 and 12 will continue to apply in accordance with their terms. (b) Post-Termination Assistance. Unless we terminate your use of the Smarthome Installation pursuant to Section 5.2(a), during the five [5] days following termination: (i) we will, to the best of our abilities, tidy and remove the dust and rubbles caused by the installation; (ii) ensure all exposed electrical points are insulated or covered up; and (iii) we will provide you with the warranty for the devices and installation that are completed. Any additional post-termination assistance from us is subject to a mutual agreement between you and us.

6. Hardware Warranty.

6.1 There are different levels of hardware warranty for three [3] types of devices: Z-Wave, non Z-Wave and accessories. You may determine the type of device on eVida’s Site at PRODUCTS page.

6.2 In general, all Z-Wave devices come with one [1] year manufacturer hardware warranty, from the date of approval from our internal commissioning. Exclusive on-site hardware warranty is provided for Z-Wave devices that require electrical knowledge or hardware safety considerations to dismount and mount, including Z-Wave devices that fall under the categories of door access and locks, lighting control, curtain and blinds roller shutter, heavy duty switch, single phase power reader and three phrase power reader.

6.3 In general, all non Z-Wave devices come with one [1] year manufacturer hardware warranty, from the date of approval from our internal commissioning, unless stated otherwise in our quotation or invoice. Exclusive on-site hardware warranty is only provided to CCTV and door access that require technical knowledge to dismount and mount.

6.4 In general, all accessories do not come with any hardware warranty, unless stated otherwise in our quotation or invoice.

6.5 All hardware warranties are strictly between the end user (you) and the device manufacturer. Manufacturer’s hardware warranties can be found on the instructions manuals provided with the devices or are listed on on eVida’s Site at http://www.evida.com.sg.

7. Indemnification.

7.1. General. You will defend, indemnify, and hold harmless us and eVida affiliates, and each of their respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any third party claim concerning:

(a) your or any End Users’ use of the Smarthome system

(b) breach of this Agreement or violation of applicable law by you or any End User. If we or eVida affiliates are obligated to respond to a third party subpoena or other compulsory legal order or process described above, you will also reimburse us for reasonable attorneys’ fees, as well as our employees’ and contractors’ time and materials spent responding to the third party subpoena or other compulsory legal order or process at our then-current hourly rates.

7.2. Process. We will promptly notify you of any claim subject to Section 7.1, but our failure to promptly notify you will only affect your obligations under Section 7.1 to the extent that our failure prejudices your ability to defend the claim. You may:

(a) use counsel of your own choosing (subject to our written consent) to defend against any claim; and

(b) settle the claim as you deem appropriate, provided that you obtain our prior written consent before entering into any settlement. We may also assume control of the defence and settlement of the claim at any time.

8. Disclaimers.

THE SMARTHOME INSTALLATION IS PROVIDED “AS IS.” WE AND EVIDA AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE QUALITY OF THE DEVICES INSTALLED IN OUR SMARTHOME INSTALLATION, OR THE THIRD PARTY CONTENT WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CLOUD DATA, INCLUDING YOUR GATEWAY USER ACCOUNTS AND CONFIGURATION, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND EVIDA AFFILIATES DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF THE DEPLOYMENT OF OUR DEVICES.

9. Limitations of Liability.

WE AND EVIDA AFFILIATES WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NEITHER WE NOR ANY OF EVIDA AFFILIATES WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) YOUR INABILITY TO USE THE SMARTHOME INSTALLATION, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT, (II) ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SMARTHOME INSTALLATION OR SMARTHOME SYSTEM FOR ANY REASON, INCLUDING AS A RESULT OF POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO SMARTHOME INSTALLATION; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF YOUR GATEWAY USER ACCOUNT DATA. IN ANY CASE, OUR AND EVIDA AFFILIATES’ AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT YOU ACTUALLY PAY US UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS PRECEDING THE CLAIM.

10. Modifications to the Agreement.

We may modify this Agreement at any time by posting a revised version on the eVida Site or by otherwise notifying you in accordance with Section 11.4. The modified terms will become effective upon email, as stated in the email message. By continuing the use of our Smarthome System after the effective date of any modifications to this Agreement, you agree to be bound by the modified terms. It is your responsibility to check the eVida Site regularly for modifications to this Agreement. We last modified this Agreement on the date listed at the bottom of this Agreement.

11. Miscellaneous.

11.1 Confidentiality and Publicity. You may use eVida Confidential Information only in connection with your use of the Smarthome Installation as permitted under this Agreement. You will not disclose eVida Confidential Information during the Term or at any time during the five [5] year period following the end of the Term. You will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of eVida Confidential Information, including, at a minimum, those measures you take to protect your own confidential information of a similar nature. You will not issue any press release or make any other public communication with respect to this Agreement or your use of the Smarthome Installation. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to you or your business endeavours), or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement.

11.2 Force Majeure. We and eVida affiliates will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond our reasonable control, including acts of God, labour disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.

11.3 No Third Party Beneficiaries. This Agreement does not create any third party beneficiary rights in any individual or entity that is not a party to this Agreement.

11.4 Notice. (a) To You. We may provide any notice to you under this Agreement by: (i) posting a notice on the eVida Site; or (ii) sending a message to the email address then associated with your account. Notices we provide by posting on the eVida Site will be effective upon posting and notices we provide by email will be effective when we send the email. It is your responsibility to keep your email address current. You will be deemed to have received any email sent to the email address then associated with your account when we send the email, whether or not you actually receive the email. (b) To Us. To give us notice under this Agreement, you must contact us as follows: (i) by email to hello@evida.com.sg; or (ii) by telephone call to +65 6698 6792 or +65 9689 4955 during office hours from (UTC+08:00) Monday to Friday, 0900 to 1800. We may update our email address or contact number by posting a notice on the eVida Site. Notices provided by email will be effective when it has been read. Notices provided by telephone call will be effective immediately. (c) Language. All communications and notices to be made or given pursuant to this Agreement must be in the English language.

11.5 Assignment. You will not assign this Agreement, or delegate or sublicense any of your rights under this Agreement, without our prior written consent. Any assignment or transfer in violation of this Section 11.5 will be void. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective successors and assigns.

11.6 No Waivers. The failure by us to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be in writing to be effective.

11.7 Severability. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement but the rest of the Agreement will remain in full force and effect.

11.8 Governing Law. The laws of the Republic of Singapore govern this Agreement and any dispute of any sort that might arise between you and us. Any dispute relating in any way to the Smarthome Installation or this Agreement where a party seeks aggregate will be adjudicated in Singapore Small Claims Courts.

11.9 Entire Agreement; English Language. This Agreement is the entire agreement between you and us regarding the subject matter of this Agreement. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between you and us, whether written or verbal, regarding the subject matter of this Agreement. We will not be bound by, and specifically object to, any term, condition or other provision which is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) and which is submitted by you in any order, receipt, acceptance, confirmation, correspondence or other document. If the terms of this document are inconsistent with the terms contained in any Policy, the terms contained in this document will control over this document.

11.10 Rights of Third Parties. A person who is not a party to this Agreement, has no right under the Contract (Rights of Third Parties) Act, Cap. 53B of Singapore to enforce any term of this Agreement.

12. Definitions.

“Background Information” means any information, pertaining to your infrastructure and requirements, which you and your affiliates have provided to us for the drafting of the scope of Smarthome Installation and the quotation.

“End User” means any individual or entity that directly or indirectly, for example through another user or otherwise, accesses or uses our Smarthome solution after the installation.

“eVida Affiliate” means a third party partner whom is appointed by eVida to conduct the Smarthome Installation. It does not include a third party partner who provides the device and technologies deployed in the Smarthome Installation.

“eVida Confidential Information” means all non-public information disclosed by us, our affiliates, business partners or our or their respective employees, contractors or agents that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. eVida Confidential Information includes: (a) non-public information relating to our or our affiliates or business partners’ technology, trade secrets, customers, business plans, promotional and marketing activities, finances and other business affairs; (b) third-party information that we are obligated to keep confidential; and (c) the nature, content and existence of any discussions or negotiations between you and us or our affiliates. eVida Confidential Information does not include any information that: (i) is or becomes publicly available without breach of this Agreement; (ii) can be shown by documentation to have been known to you at the time of your receipt from us; (iii) is received from a third party who did not acquire or disclose the same by a wrongful or tortious act; or (iv) can be shown by documentation to have been independently developed by you without reference to the eVida Confidential Information.

“eVida Site” means http://www.evida.com.sg and any successor, social media or related site designated by us.

“Gateway User Account” means the individual’s account created in any Z-Wave gateway device, which is hosted in the servers of the manufacturers of the respective Z-Wave gateways.

“Project Fee” means the total chargeable sum, including (where applicable) device fees, installation fees, configuration fees, electrical wiring fees, sourcing fees, Singapore Goods and Services Tax and others for the Smarthome Installation.

“Smarthome Installation” means the installation and configuration services of Z-Wave devices, and any other product or services provided by us under this Agreement.

“Term” means the term of this Agreement described in Section 7.1.

“Third Party Content” means Content made available to you by any third party on the eVida Site or in conjunction with the installation.

“Z-Wave” is a wireless communications protocol designed for home automation, specifically for remote control applications in residential and light commercial environments. In the context of this Agreement, all Smarthome solutions refer to Z-Wave standard home automation system and the devices that are associated with it, including IP Cameras.