Licence Terms

1. Scope and acceptance

These Licence Terms (the “Terms”) govern all installation and use of OpenBridge for Ignition (the “Module”), a third-party module for the Ignition platform published by OpenStudio AS, org. no. 935 407 680, Øvre Eikervei 76B, 3048 Drammen, Norway (“OpenStudio”).

1.1 Who is bound. Any legal person that downloads, installs, activates, configures or uses the Module is a “Licensee” and is bound by these Terms. This applies whether the Module was obtained directly from OpenStudio, from an integrator or reseller, as part of a delivered system, or preinstalled on hardware supplied by a third party.

1.2 Acceptance. The Licensee is bound on the earliest of downloading, installing, activating or using the Module, or accepting these Terms electronically or in writing. A person who does not accept these Terms must not install or use the Module and must delete all copies in its possession.

1.3 Authority. Any individual who installs, activates or accepts on behalf of an organisation warrants that they are authorised to bind it, and that organisation is bound accordingly.

1.4 Business use only. The Module is made available exclusively to undertakings acting for purposes relating to their trade, business, craft or profession. OpenStudio does not offer the Module to consumers, and installation by a consumer is unauthorised.

1.5 Entitlement. The scope of a licence — the Module version, the licence metric, the number of Gateways, the term and any support included — is determined by the Licence Key issued by OpenStudio and by the Licence Confirmation accompanying it. Where no valid Licence Key has been issued, no licence exists and any use is unauthorised, save for trial mode under 3.5.

1.6 No other terms apply. These Terms are the only terms on which the Module is licensed. Purchasing conditions, supplier codes of conduct, framework agreements, portal terms, onboarding forms and similar documents issued by a Licensee, integrator, end user or any other party do not apply and are expressly rejected, whether or not they have been sent to OpenStudio, and regardless of whether OpenStudio subsequently delivers the Module or accepts payment. A deviation from these Terms is binding on OpenStudio only if set out in a document signed by an authorised representative of OpenStudio.

1.7 Changes. These Terms are supplied with the Module. The version of these Terms delivered with a given version of the Module governs use of that version, and continues to govern it for as long as the Licensee uses it. OpenStudio may amend these Terms for later versions of the Module; downloading or installing a later version constitutes acceptance of the Terms delivered with it. A Licensee that does not accept the amended Terms may continue to use the version it already holds, under the Terms delivered with that version.

2. Definitions

3. Licence grant

3.1 Grant. Subject to a valid Licence Key and to continued compliance with these Terms, OpenStudio grants the Licensee a non-exclusive, non-transferable, non-sublicensable, revocable licence to install and use the Module in object-code form on the number of Gateways recorded in the Licence Key, solely for the internal business purposes of the organisation operating those Gateways.

3.2 Licence metric. A Licence Key may authorise use on several Gateways; the number is stated in the order and recorded in the Licence Confirmation. Where no number is stated, one licence permits installation on one Gateway. Use of Perspective sessions, Designer instances, clients, tags, screens and named users is unlimited within that Gateway.

3.3 Licence types. Each Licence Key is of a type stated in the Licence Confirmation, and may be activated only on a Gateway matching that type. Each Gateway in a redundant pair requires its own Licence Key.

• Production — a Gateway in Production Use, including the master Gateway of a redundant pair.
• Backup — a Gateway running in backup mode in a redundant pair, available at a reduced fee. A backup Licence Key confers no right to run the Module on an independent Gateway or on the master Gateway of a pair.
• Development — a Gateway used only for development, testing, staging or training. Production Use under a development Licence Key is expressly prohibited and is not licensed.

Where a Gateway’s role changes, the Licensee shall obtain a Licence Key of the matching type before the Module is used in the new role.

3.4 Term of the licence. The licence is perpetual. It covers the Module versions released while the Licensee’s maintenance period is active, and confers no right to versions released after it ends. Maintenance runs for the period recorded in the Licence Confirmation and may be renewed at OpenStudio’s then-current rates. Where maintenance lapses, the Licensee may continue to use the versions it is already entitled to, but receives no further updates, and any support arrangement ends with it. Maintenance may be reinstated on payment of OpenStudio’s then-current reinstatement fee.

3.5 Trial mode. The Module may be installed and run without a Licence Key, in which case it operates in trial mode. Trial mode is permitted only on Gateways used for development, testing, staging, training or evaluation, and must not be used in Production Use under any circumstances. Use in trial mode does not count against the Gateway numbers under 3.2, and confers no right to use the Module in Production Use on any Gateway.

3.6 Trial mode is supplied bare. Trial mode may be limited in functionality, session length, data volume or duration, and OpenStudio may change or withdraw any such limit in any version without notice. The Module in trial mode is supplied free of charge, without support, and without any warranty whatsoever, including the warranty in clause 10.1. Sections 4, 9, 11, 12 and 13 apply to trial mode in full, and the nominal cap in 11.2 applies.

3.7 Copies. The Licensee may make a reasonable number of copies solely for backup and archival purposes. All proprietary notices must be reproduced.

3.8 Reservation of rights. The Module is licensed, not sold. All rights not expressly granted are reserved to OpenStudio and its licensors. No licence is granted by implication, estoppel or otherwise, and no rights are granted to source code, build tooling or unreleased functionality.

4. Restrictions

4.1 The Licensee shall not, and shall not permit any third party to:

• install or use the Module on more Gateways than the Licence Key permits, or beyond the licence term;
• sell, resell, rent, lease, lend, distribute, host or make the Module available to third parties, including as a service bureau, managed service, SaaS offering or time-sharing arrangement, except as expressly permitted under Section 6;
• modify, adapt, translate or create derivative works of the Module, or decompile, disassemble or otherwise attempt to derive source code, except to the narrow extent such acts cannot lawfully be prohibited (see 4.2);
• circumvent, disable, tamper with or interfere with Licence Keys, activation, entitlement checks or usage reporting, or use a Licence Key not issued to it;
• remove, obscure or alter any copyright, trademark, licence or attribution notice;
• use the Module, its Documentation or its behaviour to develop, train or market a product that competes with the Module;
• use the Module contrary to the safety exclusions in Section 9.

4.2 Interoperability. Where mandatory law permits decompilation to achieve interoperability with independently created software, the Licensee shall first request the necessary interface information from OpenStudio in writing. OpenStudio will supply it on reasonable and non-discriminatory terms within 30 days. Decompilation is permitted only if OpenStudio fails to do so, and only to the extent mandatory law allows.

4.3 Responsibility for others. The Licensee is responsible for all use of the Module by its personnel, affiliates, contractors, and any Integrator or End User it involves, as if such use were its own act or omission.

5. Licence keys, activation and verification

5.1 Binding. A Licence Key authorises the number of Gateways recorded in it, and is bound to the system IDs of the Gateways on which it is activated. Where a key covers several Gateways, each activation counts against that number, and activation is refused once the number is reached. OpenStudio will rebind an activation to a replacement Gateway on written request following hardware replacement, migration or failure, at no charge.

5.2 Offline and air-gapped installations. The Module supports activation without outbound internet access. The Licensee is responsible for retaining the activation artefacts needed to reinstall the Module on an isolated network.

5.3 Continuity. The Module will not disable itself, block operator access or degrade Production Use without at least 30 days’ notice through the Gateway status page, save where the Licence Key has expired or the licence has been terminated under Section 14.

5.4 Verification. On 30 days’ written notice, and not more than once in any 12-month period, the Licensee shall provide a written self-certification of the Gateways on which the Module is installed, stating Gateway names, system IDs and site locations. Where verification shows use exceeding the licensed quantity, the Licensee shall promptly pay OpenStudio’s then-current list fees for the excess, backdated to the start of the unlicensed use, together with OpenStudio’s reasonable verification costs where the shortfall exceeds 5 per cent.

6. Integrators, resellers and End Users

This Section applies where the Module is acquired, installed or supplied by an Integrator for or on behalf of an End User. It binds the Integrator as a Licensee under clause 1.1 whether or not any separate agreement exists between the Integrator and OpenStudio.

6.1 Right to supply onward. An Integrator may install the Module for an End User, and pass on Licence Keys issued for that End User, without a separate reseller agreement, provided that it supplies the Module unmodified together with these Terms and complies with 6.4 and 6.8. No other distribution, resale or sublicensing of the Module is permitted. OpenStudio may, but is not obliged to, enter into a separate reseller agreement with an Integrator; where it does, that agreement prevails over this Section to the extent of any conflict.

6.2 Own name and account. The Integrator acts in its own name and for its own account. It is not OpenStudio’s agent, representative, partner or joint venturer, has no authority to bind OpenStudio or to accept obligations on its behalf, and shall not hold itself out as having such authority.

6.3 No representations beyond these Terms. The Integrator shall not make, and is not authorised to make, any statement, warranty, performance commitment, service-level undertaking, roadmap assurance, certification claim or fitness-for-purpose representation concerning the Module beyond what the Documentation states. Any such statement binds the Integrator alone, and the Integrator shall satisfy any resulting claim at its own cost.

6.4 Flow-down. Before the Module is installed on an End User’s Gateway, the Integrator shall procure the End User’s acceptance of these Terms, or of terms that are in substance no less protective of OpenStudio — in particular the safety exclusions in Section 9, the disclaimer in Section 10 and the liability limits in Section 11. Failure to flow down these Terms does not expand OpenStudio’s liability; the Integrator bears the consequences of that failure.

6.5 No direct obligations to End Users. OpenStudio owes no duty of support, maintenance, warranty, availability, notification or care to any End User unless it has entered into a separate written agreement with that End User. Support requests reach OpenStudio through the Integrator.

6.6 No third-party rights. No person other than OpenStudio and the Licensee acquires any right to enforce these Terms. End Users, operators, owners, charterers, financiers, insurers and any other party in the chain acquire no contractual right against OpenStudio.

6.7 Integrator indemnity. The Integrator shall indemnify and hold OpenStudio harmless against all claims, losses, liabilities, fines and reasonable costs arising from: (a) statements or commitments made in breach of 6.3; (b) failure to flow down these Terms under 6.4; (c) the Integrator’s own engineering, configuration, commissioning, integration, validation or support services; (d) the End User’s use of the Module; and (e) the Integrator’s breach of these Terms. This indemnity is not subject to the cap in Section 11.

6.8 Records. The Integrator shall keep accurate records of each End User, site, vessel or plant on which the Module is deployed, and shall make them available to OpenStudio on request for licence administration, security notification and regulatory purposes.

7. Platform dependency and third-party components

7.1 Ignition. The Module runs only on the Ignition platform, which is licensed separately by Inductive Automation, LLC. The Licensee must hold and maintain a valid Ignition licence covering the Gateways concerned. OpenStudio is an independent third-party developer; it is not Inductive Automation, and nothing in these Terms is a representation, warranty or commitment on Inductive Automation’s behalf.

7.2 Platform risk. OpenStudio is not responsible for the availability, performance, security, defects, behaviour or continued existence of Ignition, of its Perspective module, of Java, of the operating system, of browsers, or of any other third-party module installed on the same Gateway. Changes to any of these may impair or prevent operation of the Module. OpenStudio gives no undertaking that the Module will remain compatible with future platform versions.

7.3 Open-source components. The Module includes open-source components identified in the Documentation or in a NOTICE file supplied with the Module. Those components are licensed under their own terms, which govern their use and prevail over these Terms to the extent of any conflict. Nothing here restricts rights the Licensee holds under those licences. The components are supplied by their authors without warranty, and OpenStudio passes on no warranty in respect of them.

7.4 Third-party data and services. Where the Module displays or processes data from PLCs, OPC UA servers, MQTT brokers, tag historians, satellite links, sensors or other external sources, OpenStudio is not responsible for the accuracy, timeliness, completeness or availability of that data.

8. Delivery, fees and support

8.1 Delivery. The Module is delivered electronically as a signed .modl file, together with the Licence Key and Documentation. Delivery is complete on making the files available for download or on handover of the delivery medium. No physical delivery, installation, configuration or commissioning is included.

8.2 Support. Support and maintenance are provided only where the Licence Confirmation records an active support arrangement, and then only within its stated scope, hours and response targets. Otherwise the Module is supplied without support, and any assistance OpenStudio chooses to give is gratuitous and carries no liability.

8.3 Updates. OpenStudio may issue updates, patches and new versions at its discretion. It is under no obligation to correct any particular defect, to add functionality, to support any particular Ignition version, or to maintain backward compatibility.

8.4 Licensee testing. The Licensee shall test each version of the Module in a non-production environment representative of its production configuration before deploying it to a Gateway in Production Use, and shall maintain the ability to roll back. OpenStudio is not liable for loss arising from deployment without such testing.

8.5 End of life. OpenStudio may discontinue the Module or any version of it on 12 months’ notice published on its website or sent to the address associated with the Licence Key. Perpetual licences already granted survive discontinuation; no further updates, Licence Keys or support are provided after the notice period, and no refund is due.

8.6 Fees. The fees for the Module and for maintenance are those stated in the Licence Confirmation or, where none is stated, OpenStudio’s list price at the time the Licence Key is issued. Fees are in Norwegian kroner unless otherwise agreed, and are exclusive of value added tax, duties and similar charges, which the Licensee pays in addition. Where the Licensee is required by law to withhold tax, the amount payable is increased so that OpenStudio receives the sum invoiced.

8.7 Invoicing and payment. Unless the Licence Confirmation states otherwise, fees are invoiced in advance and fall due 30 days from the invoice date. Maintenance is invoiced in advance of each renewal period. Payment is not conditional on the Licensee being paid by its own customers, and an Integrator remains liable for fees regardless of whether the End User has paid it.

8.8 Late payment. Overdue amounts bear interest at the rate set under the Norwegian Late Payment Interest Act, and the Licensee shall pay OpenStudio’s reasonable costs of recovery. Where an undisputed invoice is more than 30 days overdue, OpenStudio may, on 10 days’ written notice, suspend maintenance, support and the issue of further Licence Keys until payment is made. Suspension does not suspend the Licensee’s payment obligations, and does not affect Licence Keys already issued.

8.9 Disputes and set-off. Fees are non-refundable except where these Terms expressly provide for a refund. The Licensee shall notify OpenStudio of any disputed invoice item within 30 days of the invoice date, stating the grounds for the dispute; undisputed amounts remain payable on the due date. The Licensee may not withhold payment or set off any amount against fees due.

9. Intended use and safety exclusions

9.1 Intended use. The Module is intended for use in industrial and maritime installations, including installations where operations are safety-critical. It provides supervisory visualisation, operator information and engineering support. It is not itself a safety function and does not replace the independent protection layers of the installation.

9.2 Certification status. The Module carries the certifications, type approvals, assessments and standards conformity stated in the Documentation for the version in question, and no others. Where the Documentation is silent, the Module is not certified, assessed or approved under IEC 61508 or IEC 61511, under machinery safety legislation, under classification-society rules or flag-state type approval, or under any medical, aviation or nuclear regime. The Licensee shall not represent otherwise to any third party.

9.3 Excluded applications. Unless the Documentation for the version in question expressly states that the Module is approved for that use, and the Licensee complies with every condition stated there, the Module must not be used as, or as part of:

• a safety instrumented system, emergency shutdown, or fire and gas function, or any function assigned a safety integrity level under IEC 61508, IEC 61511 or an equivalent standard;
• a machinery safety function, protective interlock, guarding or emergency stop chain;
• the sole alarm annunciation on which operators rely as a protection layer;
• navigation, collision avoidance, dynamic positioning, propulsion or steering control, or any other function subject to classification-society or flag-state type approval;
• control of medical devices, aircraft, nuclear facilities, weapons systems or life-support equipment.

9.4 Data shown may be wrong. Values, states, alarms, trends and graphics rendered by the Module may be delayed, stale, incomplete, out of order or incorrect, including as a result of network conditions, platform behaviour, browser behaviour, tag configuration or source-system faults. The Licensee shall not rely on the Module as the sole basis for any operational or safety decision, and shall maintain independent means of verifying plant or vessel state.

9.5 Licensee responsibilities. The Licensee, and where applicable the Integrator and End User, are solely responsible for: risk assessment and hazard analysis of the installation as a whole; specifying, validating and maintaining independent protection layers; site acceptance testing; obtaining and maintaining any approval, certification or class notation required for the installation; compliance with sector-specific regulation and class rules; network segmentation, hardening, patching, backup and disaster recovery; operator training; and the correctness of the process graphics, tags, scripts and configuration created using the Module.

9.6 Use outside the stated scope. Any use contrary to 9.3, and any use outside the conditions stated in the Documentation for an approved application, is at the Licensee’s sole risk, is a material breach of these Terms, and voids any warranty given under Section 10. The Licensee shall indemnify OpenStudio in full against all claims arising from such use, and that indemnity is not subject to the cap in Section 11.

10. Warranty and disclaimer

10.1 Limited conformity warranty. OpenStudio warrants that, for 90 days from delivery, the Module will perform substantially in accordance with the Documentation for the Ignition version stated in the Documentation. The Licensee’s sole and exclusive remedy, and OpenStudio’s entire obligation, for breach of this warranty is, at OpenStudio’s option: (a) correction of the non-conformity within a reasonable time; (b) replacement of the Module; or (c) termination of the licence and refund of the fees received by OpenStudio for the affected Gateway. This warranty does not apply to trial or evaluation use, nor where the non-conformity arises from the matters listed in 10.3.

10.2 Everything else is supplied as is. Except for the express warranty in 10.1, and to the fullest extent permitted by law, the Module and all related materials are supplied “as is” and “as available”. OpenStudio disclaims all other warranties, conditions and undertakings, whether express, implied, statutory or arising from a course of dealing, including any implied warranty of merchantability, satisfactory quality, fitness for a particular purpose, accuracy, or non-infringement. In particular, OpenStudio does not warrant that the Module will be uninterrupted, error-free, secure against attack, free of defects, compatible with any specific configuration, or that all defects will be corrected.

10.3 Exclusions from warranty. The warranty in 10.1 does not cover non-conformities arising from: modification of the Module; use with unsupported versions of Ignition, Java, an operating system or a browser; the Licensee’s or an Integrator’s configuration, scripts, graphics, tags or integrations; hardware, network, power or third-party system failures; unauthorised access or malicious code; use contrary to the Documentation or Section 9; or continued use of a version for which a correction has been made available.

10.4 Mandatory rights. Nothing in this Section limits rights that cannot be excluded or limited under mandatory law applicable to the Licensee.

11. Limitation of liability

11.1 Excluded losses. To the fullest extent permitted by law, OpenStudio is not liable for any indirect, special, incidental or consequential loss, nor for any of the following however arising and whether direct or indirect: loss of profit, revenue, production, output or anticipated savings; business interruption, downtime, off-hire, detention or delay; loss of contracts, goodwill or reputation; loss, corruption or reconstruction of data; cost of procuring substitute goods or services; recall, rework or repair costs; environmental remediation costs; fines or penalties; and third-party claims. This applies regardless of the legal basis of the claim, including contract, tort, negligence, strict liability or statute, and applies even if OpenStudio was advised of the possibility of such loss.

11.2 Cap. OpenStudio’s total aggregate liability arising out of or in connection with the Module and these Terms is limited to the sum of (a) the activation fee received by OpenStudio for the affected Gateway and (b) the fees received by OpenStudio for that Gateway in the 12 months preceding the event giving rise to the claim. Where the Module was supplied at no charge, including trial mode and evaluation use, that aggregate liability is limited to NOK 10,000.

11.3 One cap for the whole chain. The cap in 11.2 is a single aggregate cap covering all claims from the Licensee, any Integrator and any End User, and all claims relating to the same or a connected series of events. It is not multiplied by the number of claimants, Gateways, sites, vessels, installations or incidents.

11.4 No liability for these matters. Subject to 11.5, OpenStudio has no liability for loss arising from: the Licensee’s or an Integrator’s configuration, scripts, graphics or integration work; use contrary to Section 9; deployment without the testing required by 8.4; failures of Ignition, third-party modules, hardware, networks or source systems; unauthorised access, malicious code or compromised credentials; or the acts or omissions of an Integrator or End User.

11.5 What cannot be excluded. Nothing in these Terms excludes or limits liability for: (a) wilful misconduct or gross negligence; (b) death or personal injury caused by negligence; (c) liability under mandatory product liability legislation; (d) fraud or fraudulent misrepresentation; or (e) any other liability that cannot lawfully be excluded or limited.

11.6 Time bar. Any claim must be notified to OpenStudio in writing within 60 days of the Licensee becoming aware of the circumstances giving rise to it, and in any event must be brought within 12 months of the event giving rise to it, failing which the claim is barred.

11.7 Allocation of risk. The Licensee acknowledges that the fees for the Module reflect this allocation of risk, that OpenStudio would not make the Module available on these fees without it, and that the Licensee is better placed to assess and insure the risks of its own installation. The Licensee shall maintain insurance appropriate to those risks.

12. Indemnities

12.1 Licensee indemnity. The Licensee shall indemnify, defend and hold harmless OpenStudio, its officers, employees and subcontractors against all third-party claims, together with resulting losses, damages, fines and reasonable legal costs, arising from: (a) the Licensee’s use of the Module, including use contrary to Section 9; (b) the Licensee’s breach of these Terms; (c) the Licensee’s configuration, scripts, graphics, data and integrations; (d) combination of the Module with other products, systems or data not supplied by OpenStudio; and (e) any claim brought by an End User, operator, owner or other party in the Licensee’s own supply chain.

12.2 Intellectual-property indemnity. This indemnity is given only to Licensees above the threshold in (a). It is the Licensee’s sole and exclusive remedy, and OpenStudio’s sole and exclusive liability, in respect of third-party intellectual-property claims.

(a) Threshold. Where OpenStudio has received fees of at least NOK 250,000 from or on behalf of the Licensee for the Module during the 12 months immediately preceding a claim, OpenStudio will defend the Licensee against a third-party claim that the Module as supplied by OpenStudio infringes a copyright, patent, trademark or trade secret granted or registered in Norway or the European Union, and will indemnify the Licensee against damages and costs finally awarded against it by a competent court, or paid under a settlement approved by OpenStudio in writing.

(b) Below the threshold. Where the fee threshold in (a) is not met, and for all trial-mode and no-charge use, no indemnity, defence obligation or hold-harmless undertaking is given in respect of intellectual-property claims.

(c) Conditions. The indemnity is conditional on the Licensee giving OpenStudio prompt written notice of the claim, sole control of its defence and settlement, and all requested information and reasonable assistance at OpenStudio’s cost.

(d) Exclusions. OpenStudio has no obligation under (a) where the claim arises from: the Licensee’s instructions, specifications or designs; combination or use of the Module with equipment, software, data or materials not supplied by OpenStudio, where the Module alone would not infringe; failure to use the current release of the Module where use of it would have avoided the claim; modification of the Module not made by OpenStudio; the open-source or third-party components referred to in 7.3; the Ignition platform itself; or the Licensee’s breach of these Terms or of the Documentation.

(e) Remedies. If the Module is held to infringe, or OpenStudio reasonably believes it may, OpenStudio may at its option: procure the right for the Licensee to continue using it; modify or replace it so that it is non-infringing while functionally equivalent; or terminate the affected licences and refund the fees received for them, amortised on a straight-line basis over 36 months from delivery.

(f) Cap. Liability under this clause is subject to, and does not increase, the cap in 11.2.

12.3 Procedure. The indemnified party shall notify the indemnifying party promptly, allow it to control the defence and settlement, and provide reasonable assistance at the indemnifying party’s cost. No settlement admitting liability on behalf of the indemnified party may be made without its consent.

13. Intellectual property, feedback and confidentiality

13.1 Ownership. OpenStudio and its licensors retain all right, title and interest in and to the Module, its source code, architecture, design, algorithms, user interface and Documentation, and in all modifications and derivative works of it, however arising.

13.2 Licensee content. The Licensee retains all rights in its own process data, tag configurations, graphics, scripts, drawings and project files. OpenStudio acquires no rights in them and, absent a separate written agreement, has no access to them.

13.3 Feedback. Where a Licensee, Integrator or End User submits suggestions, feature requests, bug reports or other feedback, OpenStudio may use it without restriction, charge or obligation, and may incorporate it into the Module. The submitting party grants a perpetual, irrevocable, worldwide, royalty-free licence to do so, and acquires no rights in the resulting product.

13.4 Confidentiality. Each party shall keep the other’s non-public information confidential, use it only for the purposes of these Terms, and protect it with at least reasonable care, for 3 years from disclosure. The Module’s non-public behaviour, benchmark results, pricing and roadmap are OpenStudio’s confidential information. The obligation does not apply to information that is public without breach, independently developed, lawfully received from a third party, or required to be disclosed by law or a competent authority, provided reasonable notice is given where lawful.

14. Term and termination

14.1 Term. These Terms apply from acceptance until all licences held by the Licensee have expired or been terminated.

14.2 Termination for breach. Either party may terminate on written notice if the other commits a material breach and fails to remedy it within 30 days of written notice specifying the breach.

14.3 Immediate termination. OpenStudio may terminate all licences held by a Licensee with immediate effect if the Licensee: circumvents or tampers with Licence Keys; infringes OpenStudio’s intellectual property; uses the Module contrary to Section 9 after written warning; fails to pay an undisputed invoice within 30 days of a payment reminder; breaches export or sanctions obligations; or becomes insolvent, enters debt negotiation or ceases business.

14.4 Effect. On termination or expiry, all licences cease immediately. The Licensee shall stop using the Module, uninstall it from every Gateway, destroy all copies including backups, and certify in writing within 30 days that it has done so. Fees already paid are non-refundable except where a refund is expressly provided in these Terms.

14.5 Survival. Clauses 1.4, 1.6, 4, 6.6, 6.7, 7, 8.6 to 8.9, 9, 10.2, 11, 12, 13, 14.4, 15 and 16 survive termination, together with any other provision that by its nature is intended to survive.

15. Compliance, data and security

15.1 Export control and sanctions. The Module is subject to Norwegian export control legislation and may be subject to EU dual-use rules and, where applicable, US export regulations. The Licensee shall not export, re-export, supply or make the Module available, directly or indirectly, to any country, entity, vessel or person subject to applicable sanctions, and warrants that neither it nor its End Users are listed on an applicable sanctions list. The Licensee shall identify the country of installation and, for marine installations, the vessel and its flag, on request.

15.2 Personal data. The Module runs on the Licensee’s own infrastructure. OpenStudio does not access or process personal data through the Module in ordinary operation. Where personal data is disclosed to OpenStudio incidentally during support, the parties shall enter into a data processing agreement, and OpenStudio processes such data only on documented instructions and for the duration of the support case.

15.3 Telemetry. Licence verification may transmit the Gateway system ID, Module version, licence status and installation timestamp to OpenStudio. No process data, tag values, graphics or project content is transmitted. Telemetry may be disabled for air-gapped installations under 5.2.

15.4 Vulnerabilities. OpenStudio operates a contact point for security reports at torstein.bo@openstudio.no and handles reported vulnerabilities in accordance with its published policy and applicable law. The Licensee shall apply security updates within a reasonable time and shall not represent that the Module is certified, approved or assessed to any security standard unless the Documentation says so.

15.5 Anti-bribery. Each party shall comply with applicable anti-bribery and anti-corruption legislation, including the corruption provisions of the Norwegian Penal Code.

16. Governing law and general provisions

16.1 Governing law. These Terms are governed by Norwegian law, excluding its conflict-of-law rules. The UN Convention on Contracts for the International Sale of Goods (CISG) does not apply.

16.2 Disputes. The parties shall first attempt to resolve any dispute by negotiation between senior representatives. Failing resolution within 30 days, the dispute shall be brought before Oslo tingrett, which the parties agree as the legal venue.

16.3 Language. These Terms are drawn up in English. Where a translation is provided, the English version prevails.

16.4 Severability and reduction. If a provision is held invalid or unenforceable, it shall be reduced to the minimum extent necessary to make it enforceable while preserving its commercial intent, and the remaining provisions stay in force. In particular, if a limitation of liability is held unenforceable in part, it applies to the maximum extent permitted.

16.5 Entire agreement and no reliance. These Terms, together with the Licence Confirmation, constitute the entire agreement between OpenStudio and the Licensee concerning the Module, and supersede all prior proposals, quotations, demonstrations, marketing material, roadmaps and statements. The Licensee confirms it has not relied on any representation not expressly set out in these Terms or the Documentation. This does not limit liability for fraud.

16.6 Assignment. The Licensee may not assign or transfer these Terms or any licence, including by merger, demerger or change of control, without OpenStudio’s prior written consent, which shall not be unreasonably withheld. OpenStudio may assign these Terms to an affiliate or in connection with a transfer of the business to which the Module relates.

16.7 Subcontracting. OpenStudio may use subcontractors and remains responsible for their performance of its obligations.

16.8 Force majeure. Neither party is liable for failure or delay caused by events beyond its reasonable control, including war, sanctions, natural disaster, epidemic, industrial action, failure of public networks or utilities, and acts of public authorities. Payment obligations are not excused.

16.9 Notices. Notices to OpenStudio shall be in writing to torstein.bo@openstudio.no or to the registered address above. Notices to the Licensee are validly given to the contact address associated with its Licence Key, or by publication on OpenStudio’s website where these Terms so provide. Notices are deemed received on the next business day after transmission or publication.

16.10 Waiver. Failure or delay in enforcing a provision is not a waiver of it or of any other provision.

16.11 No partnership. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship.