RTKFNET LIMITED

Terms and Conditions

1. INTERPRETATION

1.1. In these Conditions, the following definitions and rules of interpretation apply:

“Agreement”: the agreement between the Customer and the Company for the provision of Services and/or Products in accordance with these Conditions.

“App and Platform”: the Company’s application and web platform enabling viewing of Product or Customer Device movements and portable data.

“Applicable Laws”: any applicable laws, statutes and regulations from time to time in force.

“Area”: the area within which the Services are to be provided to the Customer.

“Authorised Users”: has the meaning given in clause 6.1.

“Business Day”: any day that is not a Saturday, Sunday or other day on which banks in London are closed.

“Company”: RTKFnet Limited (company registration number 7278066) whose registered office is at Lake House, Market Hill, Royston, Herts, SG8 9JN trading as RTKFnet.

“Company Materials”: has the meaning given in clause 6.2(e).

“Conditions”: these terms and conditions as amended from time to time in accordance with clause 23.

“Confidential Information”: all confidential information (however recorded or preserved) disclosed by a party or its employees, officers, representatives, advisers, contractors or subcontractors (“Representatives”) to the other party and that party’s Representatives in connection with the Agreement, which is either labelled as such or else which should reasonably be considered as confidential because of its nature and the manner of its disclosure, including information relating to a party’s and the App and Platform third party software developer’s technology, know-how, Intellectual Property Rights, assets, finances, strategy, products and customers but excluding any information referred to in clause 10.1. All information relating to technical or operational specifications or data relating to the App and Platform will be part of the App and Platform third party software developer’s Confidential Information.

“Customer”: the person or firm who purchases Services and/or Products from the Company.

“Customer Data”: information, data and other content, in any form or medium, that is inputted, posted or otherwise transmitted by the Customer or the Company on the Customer’s behalf for the purpose of using the Services or facilitating the Customer’s use of the Services, but excluding the Statistics.

“Customer Device”: any vehicle, tablet or other device owned or used by the Customer in connection with the Services, including but not limited to a device worn by the Customer’s employees, contractors or agents at the Customer’s site for the purposes of health and safety tracking or other purpose relating to the Customer’s business, but excluding the Products.

“Data Protection Legislation”: all Applicable Laws relating to the protection of personal data and the privacy of individuals including the UK GDPR, the Data Protection Act 2018 (and regulations made thereunder), and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

“EULA”: the end user licence agreement in the form set out in the Schedule.

“Feedback”: has the meaning given in clause 9.8.

“Force Majeure Event”: any circumstance not within a party’s reasonable control including: (a) acts of God, flood, drought, earthquake or other natural disaster; (b) epidemic or pandemic; (c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; (d) nuclear, chemical or biological contamination, or sonic boom; (e) any law or action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent; (f) collapse of buildings, fire, explosion or accident; (g) any labour or trade dispute, strikes, industrial action or lockouts; (h) interruption or failure of utility service; (i) malicious damage; (j) accident, breakdown of a base station or equipment; (k) default of any suppliers or subcontractors; and (l) impossibility of the use of public or private telecommunications, global positioning, or satellite networks.

“Hardware”: the global navigation satellite system (“GNSS”) receivers and any ancillary hardware and equipment for the purpose of receiving a GNSS signal, and subscriber identity module cards (“SIM Cards”), supplied by the Company to the Customer as part of the Services.

“Hire Period”: has the meaning given in clause 12.2 (being the Initial Hire Period together with any subsequent Hire Renewal Periods).

“Hire Renewal Period”: has the meaning given in clause 12.2.

“Information”: has the meaning given in clause 9.7.

“Initial Hire Period”: has the meaning given in clause 12.2.

“Initial Subscription Term”: has the meaning given in clause 12.1.

“Intellectual Property Rights”: patents, rights to inventions, copyright and related rights, trade marks, trade names, domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered, and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.

“Network”: the real-time kinematic radio or cellular communication network owned by the Company, providing high accuracy GNSS corrections throughout the UK, access to which is provided by the Company to the Customer as part of the Services.

“Normal Business Hours”: 8.00 am to 6.00 pm local UK time, each Business Day.

“Operational Date”: the date set out in the Quote.

“Order”: the Customer’s order for the provision of the Services and/or Products as set out in the Customer’s written acceptance of the Quote.

“Permitted Purpose”: has the meaning given in clause 3.3.

“Products”: any devices or peripherals purchased or hired from the Company by the Customer, as specified in the Quote (if applicable).

“Quote”: the Company’s quotation for the provision of the Services and/or Products.

“Services”: the services to be provided by the Company to the Customer, as set out in the Quote.

“Signal”: the radio/cellular communication GNSS correction signal.

“Statistics”: data and information related to the Customer’s use of the Services that is used by the Company in an aggregate and anonymised manner, including to compile statistical and performance information related to the provision and operation of the Services and Products.

“Subscription”: has the meaning given in clause 3.2.

“Subscription Fees”: the fees payable by the Customer to the Company for the Services as set out in the Quote.

“Subscription Term”: has the meaning given in clause 12.1 (being the Initial Subscription Term together with any subsequent Renewal Periods).

“Third Party Deliverables”: deliverables including services, software or materials, provided, controlled or owned by or on behalf of a third party, including where use is subject to a separate agreement or licence between the Customer and the relevant third party (including such Third Party Deliverables which may be linked to, interact with or used by the Services), and all other materials expressly identified as Third Party Deliverables in these Conditions.

“UK GDPR”: has the meaning given in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

“Virus”: any thing or device (including any software, code, file or programme) which may prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent impair or adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or in part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

“Vulnerability”: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability of Customer Data or the Services, and the term “Vulnerabilities” shall be interpreted accordingly.

“Warranty Period”: has the meaning given in clause 4.6.

1.2. Clause, Schedule and paragraph headings shall not affect the interpretation of these Conditions.

1.3. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.4. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.5. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.6. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and includes all subordinate statute made from time to time under that statute or statutory provision.

1.7. A reference to writing or written excludes fax but not email.

1.8. References to clauses and the Schedule are to the clauses and Schedule of these Conditions and references to paragraphs are to paragraphs of the Schedule.

1.9. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1.10. The Agreement is binding on, and enures to the benefit of, the Company and the Customer and their respective personal representatives, successors and permitted assigns, and references to any party include that party’s personal representatives, successors and permitted assigns.

2. BASIS OF AGREEMENT

2.1. The Order constitutes an offer by the Customer to purchase the Services and/or Products in accordance with these Conditions.

2.2. The Order shall only be deemed to be accepted when the Company issues written acceptance of the Order, at which point and on which date the Agreement shall come into existence (“Commencement Date”).

2.3. These Conditions apply to the Agreement to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.4. Any quotation given by the Company shall not constitute an offer and is only valid for a period of 30 days from its date of issue.

2.5. If the Customer has not accepted these Conditions upon submission of an Order, the Customer shall nonetheless be deemed to have accepted these Conditions on payment of the first invoice to which these Conditions are linked or which these Conditions accompany in an invoicing email.

2.6. All of these Conditions shall apply to the provision of both Services and Products except where application to one or the other is specified.

3. PROVISION OF THE SERVICES

3.1. The Company shall, during the Subscription Term, provide the Services to the Customer in consideration of the payment of the Subscription Fees.

3.2. The Company shall, as part of the Services, grant to the Customer a non-exclusive and non-transferable licence to receive and use the Signal (“Subscription”). The Subscription will commence on the Operational Date or the date 3 Business Days after payment of the Subscription Fees is made in full and in cleared funds (whichever is the later) and shall remain in force until the date of termination of the Agreement.

3.3. The Company shall, as part of the Services, grant to the Customer a non-exclusive, non-transferable, personal right during the Subscription Term to use the App and Platform solely for the Customer’s internal business operations (“Permitted Purpose”).

3.4. The Customer may use the Signal for business purposes only.

3.5. From time to time the Company may:

(a) (for operational reasons) change access codes, usernames, passwords or other security information necessary to access the Services or change the technical specifications of the Services;

(b) issue instructions to the Customer which the Company believes are necessary for the reasons of health and safety, security or the quality of the Services; and

(c) temporarily suspend the Services because of an emergency or for operational maintenance or improvements or for the purposes of ensuring Network or information security. In such cases, the Company shall aim to restore the Services as soon as reasonably practical, and the Company shall aim to give the Customer as much notice as possible of any emergency or scheduled suspension of the Services.

3.6. The Company will, as part of the Services and at no additional cost to the Customer, provide the Customer with standard customer support services during Normal Business Hours.

3.7. The Services utilise GNSS technology to establish geographic location information and the parties acknowledge that it is impossible to determine or guarantee GNSS service quality and availability in any area at all times.

3.8. If the Services availability drops below 99.5% per month and the Customer notifies the Company of its intention to claim, the Company shall pay to the Customer service credits of a sum equivalent to 25% of the pro rata Subscription Fees paid or payable by the Customer in respect of that month. Such service credits are the Customer’s sole financial remedy for the Company’s failure to achieve the service level.

3.9. The Company may suspend access to the App and Platform to the Customer and/or all or some of the Authorised Users if:

(a) the Company suspects that there has been any misuse of the App and Platform or breach of these Conditions by any Authorised User;

(b) the Customer fails to pay any sums due to the Company by the due date for payment; or

3.10. Where the reason for the suspension under clause 3.9 is suspected misuse of the App and Platform or breach of these Conditions, without prejudice to its rights under clause 12, the Company shall:

(a) take steps to investigate the issue and may restore or continue to suspend access at its discretion; and

(b) provide prior written notice to the Customer in advance detailing the suspected misuse or breach of these Conditions, except where it is not practicable to give such notice due to an emergency or crisis situation.

4. SUPPLY OF THE PRODUCTS

4.1. The Company shall deliver the Products to the Customer’s location set out in the Order or such other location as the parties may agree in writing (“Delivery Location”) at any time after the Company notifies the Customer that the Products are ready. Delivery is completed on the completion of unloading of the Products at the Delivery Location.

4.2. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Company shall not be liable for any delay in delivery of the Products that is caused by a Force Majeure Event or the Customer’s failure to provide the Company with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.

4.3. If the Company fails to deliver the Products, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement products of similar description and quality in the cheapest market available, less the price of the Products. The Company shall not be liable for any failure to deliver the Products that is caused by a Force Majeure Event or the Customer’s failure to provide the Company with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.

4.4. If the Customer fails to accept delivery of the Products within 3 Business Days of the Company notifying the Customer in writing that the Products are ready for delivery, then, except where such failure is caused by a Force Majeure Event or the Company’s failure to comply with its obligations under the Agreement in respect of the Products:

(a) delivery of the Products shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which the Company notified the Customer that the Products were ready; and

(b) the Company shall store the Products until actual delivery takes place, and shall, without limiting its rights, be entitled to charge the Customer for all related costs and expenses (including insurance).

4.5. If 10 Business Days after the date on which the Company notified the Customer that the Products were ready for delivery the Customer has not accepted actual delivery of them, the Company may resell or otherwise dispose of part or all of the Products.

4.6. The Company warrants that on delivery, and for a period of 24 months from the date of delivery or such other period offered by the original equipment manufacturer of the Products (“Warranty Period”), the Products shall:

(a) conform in all material respects with their description; and

(b) be free from material defects in design, material and workmanship.

4.7. Subject to clause 4.8, if during the Warranty Period, the Customer gives notice in writing to the Company within a reasonable time of discovery that some or all of the Products do not comply with the warranty set out in clause 4.6, the Company is given a reasonable opportunity of examining such Products, and the Customer (if asked to do so by the Company) returns such Products to the Company’s place of business at the Company’s cost, the Company shall, at its option and to the extent that it agrees that such Products do not comply with the warranty set out in clause 4.6, repair or replace the defective Products, or refund the price of the defective Products in full.

4.8. The Company shall not be liable for the Products’ failure to comply with the warranty set out in clause 4.6 if:

(a) the Customer makes any further use of such Products after giving notice in accordance with clause 4.7;

(b) the defect arises because the Customer failed to follow the Company’s oral or written instructions as to the storage, commissioning, installation, use or maintenance of the Products or (if there are none) good trade practice regarding the same;

(d) the defect, damage, deterioration or malfunction arises as a result of fair wear and tear, misuse, damage, negligence or lack or maintenance or supervision by the Customer, any shock, fall or other accident involving the Product, technological obsolescence outside of the Company’s reasonable control, or shutdown of the generation of network by the Company’s provider; or

(e) the Products are different from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

4.9. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Agreement.

4.10. These Conditions shall apply to any repaired or replacement Products supplied by the Company.

4.11. The risk in the Products shall pass to the Customer on completion of delivery to the Delivery Location, regardless of whether purchased or hired.

4.12. Title to Products purchased by the Customer shall not pass to the Customer until the Company receives payment in full (in cash or cleared funds) for the Products. Until title to the Products has passed to the Customer, the Customer shall:

(a) store the Products separately from all other products held by the Customer so that they remain readily identifiable as the Company’s property;

(b) not remove, deface or obscure any identifying mark or packing on or relating to the Products;

(c) maintain the Products in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

(d) notify the Company immediately if it becomes subject to any of the events listed in clause 12.3(c) or (d) (inclusive); and

(e) give the Company such information as the Company may reasonably require from time to time relating to the Products and the Customer’s ongoing financial position.

4.13. Title to Products hired by the Customer shall remain vested in the Company and these Products must be returned to the Company, at the expense of the Customer, in good working order at the end of the Hire Period and the Customer must have maintained them in good and substantial repair during the Hire Period.

4.14. At any time before title to the Products passes to the Customer, the Company may require the Customer to deliver up all Products in its possession and control that have not been resold or irrevocably incorporated into another product, and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Products are stored, to recover them. The Customer shall procure entry to any such third party’s premises if requested to do so by the Company.

5. CHARGES AND PAYMENT

5.1. The price for the Products is the price set out in the Quote, or if no price is quoted, the price set out in the Company’s published price list in force at the date of the Quote and excludes the costs of packaging, insurance and transport of the Products, which shall be invoiced to the Customer.

5.2. The Customer will be obliged to pay the Subscription Fees set out in the Quote.

5.3. In respect of the Products, the Company will invoice the Customer on or at any time after completion of delivery. In respect of the Services, the Company will invoice the Customer on the Commencement Date for the Subscription Fees payable in respect of the Initial Subscription Term and, subject to clause 12.1, at least 30 days prior to each anniversary of the Commencement Date for the Subscription Fees payable in respect of the next Renewal Period.

5.4. The Customer shall pay each invoice submitted by the Company within 30 days of the date of the invoice in pounds sterling (or such other currency stated in the Quote) and in full and in cleared funds to a bank account nominated in writing by the Company.

5.5. All amounts payable by the Customer under the Agreement are exclusive of amounts in respect of value added tax chargeable from time to time (“VAT”). Where any taxable supply for VAT purposes is made under the Agreement by the Company to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Company, pay to the Company such additional amounts in respect of VAT as are chargeable on the provision of the Services and/or supply of the Products, as applicable, at the same time as payment is due for the provision of the Services and/or supply of the Products.

5.6. If the Customer fails to make a payment due to the Company under the Agreement by the due date, then, without limiting the Company’s remedies under clause 12:

(a) the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 5.6 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%; and

(b) the Company may suspend all or part of the Services until payment has been made in full.

5.7. The Company may increase the Subscription Fees by giving the Customer no less than 90 days’ notice in writing of any such increase. If such increase is not acceptable to the Customer, it may, within 30 days of such notice being deemed to have been received in accordance with clause 15.2, terminate the Agreement by giving 30 days’ written notice to the Company.

5.8. The Company reserves the right to increase the price of the Products, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Products to the Company that is due to any factor beyond the control of the Company (including increases in taxes and duties, and increases in labour, materials and other manufacturing costs), any request by the Customer to change the delivery date or quantities or types of Products ordered, or any delay caused by any instructions of the Customer in respect of the Products or failure of the Customer to give the Company adequate or accurate information or instructions in respect of the Products.

5.9. All amounts due under the Agreement shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

6. THE CUSTOMER’S OBLIGATIONS

6.1. The Customer shall procure that any individuals who install, access or use the App and Platform within the Customer’s business (“Authorised Users”) are made aware and accept the terms of the EULA. The Customer shall indemnify the Company against all liabilities, damages, losses (including loss of profits, loss of business, loss of reputation, loss of savings and loss of opportunity), fines, awards, expenses and costs (including all interest, penalties, legal costs calculated on a full indemnity basis and reasonable professional costs and expenses) incurred by the Company as a result of any breach of the EULA by an Authorised User.

6.2. The Customer shall:

(a) co-operate with the Company in all matters relating to the Services;

(b) keep and maintain all Hardware in a good state of repair and condition and fully functioning;

(c) provide the Company in a timely manner with such information as the Company may request, including but not limited to Customer Data, and ensure that such information is accurate in all material respects;

(d) use all Customer Devices, Hardware and other plant machinery or equipment relating to the Customer’s receipt of the Services in accordance with all Applicable Laws (including but without limiting the above), guidance and regulations made from time to time by the Health and Safety Executive;

(e) keep all materials, equipment, tools, drawings, specifications, data, documents and other property of the Company (“Company Materials”) at the Customer’s premises in safe custody at its own risk, maintain the Company Materials in good condition until returned to the Company, and not dispose of or use the Company Materials other than in accordance with the Company’s written instructions or authorisation;

(f) keep, and procure that any Authorised Users keep, a secure password or access details for their use of the App and Platform and keep such password or access details confidential and not share them with any third party or other individuals and the Company shall, without delay, disable any passwords or access details that are provided to third parties or other individuals in breach of this clause 6.2(f);

(g) comply with all Applicable Laws governing export that apply to the Services and the App and Platform and shall not export or re-export, directly or indirectly, separately or as part of a system, the Services or the App and Platform to, or access or use the Services or the App and Platform in, any country or territory for which an export licence or other approval is required under the laws of the United Kingdom, the United States, the European Union or any of its member states without first obtaining such licence or other approval. Without prejudice to the Company’s obligations under clause 11, the Customer will be solely responsible for ensuring its access, importation and use of the Services and the App and Platform in any part of the world complies with all export and other laws; and

(h) comply with all other Applicable Laws with respect to its activities and relating to the use or receipt of the Services and the App and Platform.

6.3. The Customer shall not:

(a) sell, rent or otherwise make the Services and/or Products available to any third party without the prior written consent of the Company;

(b) reproduce, modify, adapt, disassemble, decompile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services and/or Products;

(c) introduce or permit the introduction of any Virus or Vulnerability into the Services and/or Products, the Network and the Company’s information systems;

(d) use the Services and/or Products in any unlawful manner or transmit any material as part of its use of the Services and/or Products that is unlawful, defamatory, obscene, infringing, harassing, discriminatory or similar;

(e) be involved in any fraudulent or other unauthorised use of the Network or Services and/or Products;

(f) copy, reproduce, publish, redistribute, broadcast, transmit, modify, adapt, edit, abstract, store, archive, display publicly or to third parties, sell, license, lease, rent, assign, transfer, disclose (in each case whether or not for charge) or in any way commercially exploit any part of the App and Platform;

(g) permit any use of the App or Platform to third parties in connection with any timesharing or service bureau, outsourced or similar service to third parties or make the App and Platform (or any part) available to any third party or allow or permit a third party to do any of the foregoing (other than to the Authorised Users) for the Permitted Purpose;

(h) combine, merge, or otherwise permit the App and Platform (or any part of it) to become incorporated in any other program or service, or arrange or create derivative works based on it (in whole or in part); or

(i) attempt to reverse engineer, observe, study or test the functioning of or decompile the App and Platform (or any part).

6.4. The Customer shall not do and shall not permit, allow or suffer any persons to do anything that is likely to adversely interfere with the provision of the Services and/or supply of the Products.

6.5. The Company shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Customer’s failure or delay to perform any of its obligations as set out in this clause 6.

6.6. If the Company’s performance of its obligations under the Agreement is prevented or delayed by any act or omission by the Customer or the Customer’s agents, subcontractors or employees, the Customer shall in all circumstances be liable to pay to the Company on demand all reasonable costs, charges or losses sustained or incurred by the Company, subject to the Company confirming such costs, charges and losses to the Customer in writing. Such losses shall include, without limitation, any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property, injury to or death of any person and loss of opportunity to deploy resources elsewhere.

6.7. The Customer shall not, without the prior written consent of the Company, at any time from the Commencement Date to the expiry of six months after termination or expiry of the Agreement, solicit or entice away (or attempt to solicit or entice away) from the Company or employ (or attempt to employ) any person who is, or has been, engaged by the Company as an employee or subcontractor during the term of the Agreement and who is, or has been, involved in the provision of the Services and/or supply of the Products or the management of the Agreement. The Customer shall not be in breach of this clause 6.7 if the Customer hires an employee or engages a subcontractor as a result of a recruitment campaign not specifically targeted to any of the Company’s employees or subcontractors.

6.8. Any consent given by the Company in accordance with clause 6.7 shall be subject to the Customer paying to the Company, on demand, a sum equivalent to 20% of the then current annual remuneration of the Company’s employee or subcontractor or, if higher, 20% of the annual remuneration to be paid by the Customer to such employee or subcontractor.

6.9. It is the Customer’s responsibility to ensure that any Customer Device is connected to the Services and used in accordance with any instructions, safety and security procedures applicable to the use of that Customer Device and/or the standards that the Company notifies to the Customer from time to time. The Company may assist the Customer in connecting a Customer Device to the Services but shall take no responsibility for any issues arising in relation to such Customer Device that may occur in doing so.

6.10. If the Company becomes aware of any allegation that any Customer Data may not comply with any part of these Conditions or any reasonable instructions of the Company, the Company shall have the right to permanently delete or otherwise remove or suspend access to any Customer Data which is suspected of being in breach of any of the foregoing from the Services and the App and Platform and/or disclose Customer Data to law enforcement authorities (in each case without the need to consult the Customer). Where reasonably practicable and lawful the Company will notify the Customer before taking such action.

7. THE CUSTOMER’S OBLIGATIONS

7.1. The Company shall use all reasonable endeavours throughout the Subscription Term to maintain the strength of the Signal at the levels indicated in the Customer’s site survey of the Area.

7.2. The Customer acknowledges that the Network has not been developed to meet the Customer’s individual requirements and that it is therefore the Customer’s responsibility to ensure that the Signal, and the facilities and functions of the Network, meet the Customer’s requirements.

7.3. The Company provides no warranty as to:

(a) the suitability or functionality of the Hardware or its ability to connect to the Network or receive the Signal, and the Company shall not be liable for any failure of the Services resulting from failure or unsuitability of the Hardware;

(b) the Signal coverage in the Area, and it is the Customer’s responsibility to carry out a site survey of the Area; or

(c) the accuracy of the information provided by the Signal, and the Customer specifically acknowledges that the Network is simply a conduit for information provided by third party satellites.

7.4. The Company does not warrant that the Services or Products are fit for any particular purpose, nor that the Services will be without disruption, nor that any Services or Products will generate any financial saving or benefit for the Customer, nor that any reports, data or information provided as part of the Services will be free from errors, omissions, inaccuracies or nonconformities, and the Company shall have no liability or obligation to the Customer in this respect.

7.5. The Company may monitor the Customer’s use of the Services and collect and compile Statistics. As between the Company and the Customer, all right, title and interest in the Statistics, and all Intellectual Property Rights therein, belong to and are retained solely by the Company. The Customer acknowledges that the Company may compile Statistics based on the Customer Data. The Customer agrees that the Company may use the Statistics to the extent and in the manner permitted under Applicable Law, provided that such Statistics do not identify, directly or indirectly, the Customer or contain the Customer’s Confidential Information.

7.6. The Company shall follow its archiving procedures for Customer Data. In the event of any loss or damage to the Customer Data, the Customer’s sole and exclusive remedy against the Company shall be for the Company to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Company in accordance with archiving procedures. The Company shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Company to perform services related to Customer Data maintenance and back-up).

7.7. Whilst the Company uses reasonable endeavours to minimise the risk of any security vulnerability in its systems, the Customer acknowledges that its use of the Services and/or Products, and its communications with the Company, present a level of inherent cyber risk, particularly where the Customer does not itself implement adequate cyber security measures. As such, subject at all times to its data processing obligations under clause 11, the Company shall not be liable for any loss incurred by the Customer as a result of any Virus or Vulnerability introduced to the Customer’s information systems, or any third-party access unlawfully gained to the Customer’s information systems, where such events take place beyond the reasonable control of the Company.

7.8. Unless otherwise agreed by the parties in writing, the Customer hereby instructs that the Company will, within a reasonable period following the end of the provision of the Services and the App and Platform (or any part) relating to the processing of the Customer Data securely dispose of such Customer Data processed in relation to the Services and the App and Platform (or any part) which have ended (and all existing copies of it) except to the extent that any Applicable Laws require the Company to store such Customer Data. The Company will have no liability (howsoever arising, including in negligence) for any deletion or destruction of any such Customer Data undertaken in accordance with these Conditions.

8. LIMITATION OF LIABILITY

8.1. Nothing in the Agreement shall limit or exclude the Company’s liability for:

(a) death or personal injury caused by the Company’s negligence, or the negligence of the Company’s employees, agents or subcontractors;

(b) fraud or fraudulent misrepresentation; or

8.2. Subject to clause 8.1:

(a) The Company shall not be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of use or corruption of software, data or information, loss of or damage to goodwill or for any indirect or consequential loss arising under or in connection with the Agreement; and

(b) The Company’s total liability to the Customer in respect of any one claim or for the total of all claims arising from one act of default on the Company’s part arising under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total amount paid by the Customer for the Services and/or Products in respect of which the relevant claim is made and, in any event, the Company’s total liability in respect of all claims brought during any calendar year shall not exceed the total amount paid by the Customer in that calendar year.

8.3. In the case of any claim made against the Company for disruption to the Services or any errors in the Information, the Company’s liability shall not exceed the total amounts paid by the Customer for the Services in relation to the period of time during which such disruption or errors subsisted.

8.4. Subject to clause 8.1, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Agreement.

8.5. This clause 8 shall survive the termination of the Agreement.

9. INTELLECTUAL PROPERTY RIGHTS

9.1. All Intellectual Property Rights in or arising out of or in connection with the Services, Products and App and Platform (other than Intellectual Property Rights in any Customer Data) shall remain vested in the Company, and the Customer shall not claim any rights relating to the same.

9.2. The Customer agrees that it shall not, without the Company’s prior written consent, copy, compile or modify any software comprised in the Services, nor copy any manuals or documentation (except as permitted by law).

9.3. The Customer acknowledges that the Company has no control over any Customer Data hosted as part of the Services and the App and Platform and may not actively monitor or have access to the content of the Customer Data. The Customer shall own all right, title and interest and Intellectual Property Rights in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality and compliance with all Applicable Laws and Intellectual Property Rights of all such Customer Data.

9.4. The Customer hereby grants to the Company a non-assignable, non-exclusive, sublicensable, worldwide, perpetual, royalty-free licence to use the Intellectual Property Rights in the Customer Data (and any derivations or adaptations of such Customer Data) in connection with the performance of and the development and maintenance of the Services and the App and Platform.

9.5. The Customer hereby grants to the Company a non-exclusive, royalty-free, worldwide licence to reproduce, distribute and otherwise use and display the Customer Data solely as may be necessary for the Company to provide the Services and/or Products to the Customer, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide licence to reproduce, distribute, modify and otherwise use and display Customer Data incorporated within the Statistics.

9.6. The Customer shall indemnify the Company against all liabilities, damages, losses (including loss of profits, loss of business, loss of reputation, loss of savings and loss of opportunity), fines, expenses and costs (including all interest, penalties, legal costs (calculated on a full indemnity basis) and reasonable professional costs and expenses) incurred by the Company as a result of any claim by a third party that the Customer Data or any use of the Customer Data in accordance with the Agreement infringes or misappropriates such third party’s Intellectual Property Rights.

9.7. All Intellectual Property Rights subsisting in each and every piece of information provided through or retrieved from the Services (“Information”) is owned by the Company or the providers of such Information. The Customer may use the Information only for its own business purposes which means, without limitation, that the Customer may not sell, resell, re-transmit or otherwise make the Information available in any manner or on any medium to any third party unless the Customer has obtained the Company’s prior written consent. The Company may compile Statistics based on the Information and share such Statistics, which shall contain no personal data or Confidential Information of the Customer, with third parties.

9.8. The Company may use any feedback and suggestions for improvement relating to the Services and/or the App and Platform provided by the Customer or any Authorised User without charge or limitation (“Feedback”). The Customer hereby assigns (or will procure the assignment of) all Intellectual Property Rights in the Feedback with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to the Company at the time such Feedback is first provided to the Company.

9.9. To the extent Third Party Deliverables are made available to, or used by or on behalf of the Customer in connection with the use or provision of the Services or the App and Platform, such use of Third Party Deliverables (including all licence terms) will be exclusively governed by appliable third party terms notified or made available by the Company or the third party and not by these Conditions. The Company grants no Intellectual Property Rights or other rights in connection with any Third Party Deliverables.

9.10. The Customer hereby waives (and will ensure all relevant third parties have waived) all rights to be identified as the author of any work, to object to derogatory treatment of that work and all other moral rights in the Intellectual Property Rights assigned to the Company under these Conditions.

10. CONFIDENTIAL INFORMATION

10.1. Each party may be given access to Confidential Information from the other party in order to perform its obligations under the Agreement. A party’s Confidential Information shall not be deemed to include information that:

(a) is or becomes publicly known other than through any act or omission of the receiving party;

(b) was in the receiving party’s lawful possession before the disclosure;

(d) is independently developed by the receiving party, which independent development can be shown by written evidence.

10.2. Each party shall hold the other’s Confidential Information in strict confidence, not use, copy or modify the other’s Confidential Information (or permit others to do so) for any purpose other than the purpose of exercising its rights and obligations under or in connection with the Agreement and, subject to clauses 10.4 and 10.5, not make the other’s Confidential Information available to any third party (or permit others to do so).

10.3. Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its Representatives in violation of this clause 10.

10.4. A party may disclose the Confidential Information of the other party to such of the disclosing party’s Representatives as need to know it for the purpose of exercising its rights and obligations under or in connection with the Agreement, provided that such Representatives are subject to obligations of confidentiality corresponding to those set out in this clause 10 and that party remains responsible for the acts and omissions of such Representatives as if they were that party’s own acts or omissions.

10.5. A party may disclose Confidential Information of the other party to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction. To the extent it is legally permitted to do so, the disclosing party shall give the other party as much notice of such disclosure as possible. Where notice of disclosure is not prohibited and is given in accordance with this clause 10.5, the disclosing party shall take into account the reasonable requests of the other party in relation to the content of such disclosure.

10.6. Each party will give notice to the other party of any unauthorised use, disclosure, theft or loss of Confidential Information immediately upon becoming aware of the same.

10.7. This clause 10 shall survive termination of the Agreement for a period of 6 years.

11. DATA PROTECTION

11.1. For the purposes of this clause 11, the terms “Commissioner”, “Controller”, “Data Subject”, “Personal Data”, “Personal Data breach”, “Processor”, “Sub-Processor”, “processing” and “appropriate technical and organisational measures” have the meaning given to them in the Data Protection Legislation.

11.2. Both parties will comply with all applicable requirements of the Data Protection Legislation in their processing of Personal Data under or in connection with the Agreement. This clause 11 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.

11.3. The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the Controller, and the Company is the Processor.

11.4. Without prejudice to the generality of clause 11.2, the Customer will ensure that it has all necessary consents and notices in place to enable lawful transfer of the Personal Data to the Company and/or lawful collection of the Personal Data by the Company on behalf of the Customer for the duration and purposes of the Agreement.

11.5. Without prejudice to the generality of clause 11.2, the Company shall, in relation to any Personal Data processed in connection with the performance by the Company of its obligations under the Agreement:

(a) process that Personal Data only on the written instructions of the Customer (“Purpose”) unless the Company is required by Applicable Laws to otherwise process that Personal Data. Where the Company is relying on Applicable Laws as the basis for processing Personal Data, the Company shall promptly notify the Customer of this before performing the processing required by Applicable Laws unless the Applicable Laws prohibit the Company from so notifying the Customer;

(b) ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the Personal Data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

(c) not transfer any Personal Data outside the EEA unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:

(i) the Customer or the Company has provided appropriate safeguards in relation to the transfer;

(ii) the Data Subject has enforceable rights and effective legal remedies;

(iii) the Company complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and

(iv) the Company complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;

(d) assist the Customer, at the Customer’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

(e) notify the Customer without undue delay on becoming aware of a Personal Data breach;

(f) at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the Agreement unless required by Applicable Laws to store the Personal Data; and

(g) maintain complete and accurate records and information to demonstrate its compliance with this clause 11 and allow for audits by the Customer or the Customer’s designated professional auditor for this purpose on reasonable notice.

11.6. The Customer consents to the Company appointing certain entities (based in the EEA or United States) as notified to the Customer from time to time as third-party Processors of Personal Data under the Agreement and to such third-party Processors appointing wireless internet service providers who are part of their supply chain as additional Sub-Processors. The Company confirms that it has entered or (as the case may be) will enter with each third-party Processor into a written agreement incorporating terms which are substantially similar to those set out in this clause 11 and which the Company confirms reflect and will continue to reflect the requirements of the Data Protection Legislation. As between the Customer and the Company, the Company shall remain fully liable for all acts or omissions of the third-party Processor appointed by it pursuant to this clause 11.6.

11.7. Either party may, at any time and on not less than 30 days’ written notice, revise this clause 11 by replacing it with any applicable Controller to Processor standard clauses or similar terms (which shall apply when replaced by attachment to these Conditions).

12. TERM AND TERMINATION

12.1. In respect of the Services, the Agreement shall, unless otherwise terminated as provided in this clause 12, start on the Commencement Date and shall continue for 12 months (“Initial Subscription Term”) and, thereafter, the Agreement shall be automatically renewed for successive periods of 12 months (each a “Renewal Period”), unless:

(a) either party notifies the other party of termination, in writing, at least 30 days before the end of the Initial Subscription Term or any Renewal Period, in which case the Agreement shall terminate upon expiry of the applicable Initial Subscription Term or Renewal Period; or

(b) otherwise terminated in accordance with the provisions of these Conditions;

and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the “Subscription Term”.

12.2. In respect of hired Products, the Agreement shall start on the Commencement Date and shall continue until the expiry of an agreed fixed initial hire period specified in the Quote (“Initial Hire Period”). After the expiry of the Initial Hire Period, the Agreement will continue at the same monthly hire rate (“Hire Renewal Period”), unless and until:

(a) the Customer gives the Company 3 months’ written notice to terminate the Agreement and returns the hired Products to the Company; or

(b) otherwise terminated in accordance with the provisions of these Conditions;

and the Initial Hire Period together with any subsequent Hire Renewal Periods shall constitute the “Hire Period”.

12.3. Without limiting its other rights or remedies, either party may terminate the Agreement with immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of any term of the Agreement and (if such a breach is remediable) fails to remedy that breach within 20 Business Days of being notified in writing to do so;

(b) the other party repeatedly breaches any of the terms of the Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Agreement;

(c) the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or

(d) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business.

12.4. Without limiting its other rights or remedies, the Company may terminate the Agreement with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Agreement on the due date for payment.

12.5. Either party may terminate the Agreement prior to the Operational Date if the Customer’s site survey of the Area indicates that the Area has poor, intermittent or no Signal coverage and the Company elects not to make improvements to the Network to enhance the Signal in the Area.

12.6. On termination or expiry of the Agreement:

(a) the Customer shall immediately pay to the Company all of the Company’s outstanding unpaid invoices and interest and, in respect of Services and/or Products supplied but for which no invoice has been submitted, the Company shall submit an invoice, which shall be payable by the Customer immediately on receipt; and

(b) the Customer shall return all of the Company Materials and hired Products to the Company. If the Customer fails to do so, then the Company may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Agreement.

12.7. Any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Agreement shall remain in full force and effect.

12.8. Termination or expiry of the Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.

13. SAFETY-RELATED USE

13.1. If the Services are used by the Customer in applications that are in any way safety-related or safety-critical such that the failure of the Services could lead directly or indirectly to death, personal injury or property damage, including without limitation, in safety wearables or autonomous vehicles (“Safety-Related Use”) then such Safety-Related Use will be solely at the Customer’s risk and the Company expressly disclaims any express or implied warranty of fitness for Safety-Related Use.

13.2. The Company does not warrant or represent that the Services are designed, developed, tested or suitable for use in any application requiring compliance with functional safety standards, including without limitation ASIL and ISO26262 or any equivalent, related or successor standards.

13.3. The Customer is solely responsible for assessing the suitability of the Services for any Safety-Related Use and ensuring compliance with all applicable functional safety standards, laws and regulatory requirements.

13.4. Subject to the extent permitted by law, the Company shall have no liability whatsoever arising out of or in connection with any Safety-Related Use of the Services by the Customer, including without limitation any loss, damage, costs or expenses relating to death, personal injury, property damage, business interruption or economic loss.

13.5. The Customer shall indemnify the Company against all liabilities, damages, loss (including loss of profits, loss of business, loss of reputation, loss of savings and loss of opportunity), fines, expenses and costs (including all interest, penalties, legal costs calculated on a full indemnity basis, and professional costs and expenses) incurred by the Company arising out of or in connection with any Safety-Related Use of the Services by the Customer and/or any claim that such Safety-Related Use fails to comply with applicable functional safety standards, laws or regulatory requirements.

14. ASSIGNMENT AND OTHER DEALINGS

14.1. The Customer may not transfer, assign, charge, sub-contract, delegate, mortgage, declare a trust over or deal in any other manner with any of its rights and obligations arising under the Agreement, without the Company’s prior written consent (such consent not to be unreasonably withheld or delayed).

14.2. The Company may transfer, assign, charge, sub-contract, delegate, mortgage, declare a trust over or deal in any other manner with any of its rights and obligations arising under the Agreement, at any time during the term of the Agreement.

14.3. Access to the Network is provided to the Customer for the Customer’s use only. The Customer may not re-sell or sub-licence the right to receive the Signal to any third party.

15. NOTICES

15.1. Any notice given to a party under or in connection with the Agreement shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next Business Day delivery service at its registered office or sent by email to the following email address (or an address substituted in writing by the party to be served):

(a) for notices to the Company: admin@rtkf.net.

(b) for notices to the Customer: the email address provided in the Order.

15.2. Any notice will be deemed received and properly served:

(a) if sent by email at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 15.2(a), “business hours” means 9.00am to 5.00pm on any Business Day; or

(b) if sent by pre-paid first-class post or other next Business Day delivery service at 9.00am on the second Business Day after posting.

In proving service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.

15.3. This clause 15 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

16. FORCE MAJEURE

16.1. A party (“Affected Party”) shall not in any circumstances have any liability to the other party under the Agreement for so long as, and to the extent that, the Affected Party is prevented from, hindered by or delayed in, performing its obligations under the Agreement or from carrying on its business by a Force Majeure Event.

16.2. The Affected Party’s performance of its obligations under the Agreement is deemed to be suspended for the period that the Force Majeure Event continues, and the Affected Party will have an extension of time for performance of its obligations for the duration of that period. The Affected Party will use all reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which its obligations under the Agreement may be performed despite the Force Majeure Event.

16.3. The Affected Party shall promptly notify the other party of the start of a Force Majeure Event. If the Affected Party has not resumed full performance of any obligations suspended under clause 16.1 within 90 days after the start of the Force Majeure Event, either party may terminate the Agreement by giving notice to the other party.

16.4. The Customer acknowledges that the Services may be temporarily unavailable, interrupted or limited because of atmospheric, terrain or other natural or artificial conditions, usage concentrations or network repairs, any of which shall be deemed to be a Force Majeure Event.

17. WAIVER

17.1. If a party fails, at any time during the term of the Agreement, to insist on strict performance of any of the other party’s obligations under the Agreement, or if a party fails to exercise any of the rights or remedies to which it is entitled under the Agreement, this shall not constitute a waiver of such rights or remedies and shall not relieve the other party from compliance with such obligations.

17.2. A waiver by a party of any default shall not constitute a waiver of any subsequent default.

17.3. No waiver by a party of any right or remedy under the Agreement shall be effective unless it is expressly stated to be a waiver and is communicated to the other party in writing.

17.4. No single or partial exercise of any right or remedy provided under the Agreement shall prevent or restrict the further exercise of that or any other right or remedy.

18. RIGHTS AND REMEDIES

Except as expressly provided in the Agreement, the rights and remedies provided under the Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

19. SEVERABILITY

19.1. If any provision or part-provision of the Agreement is determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such provision or part-provision will to that extent be severed from the remaining provisions of the Agreement which will continue to be valid to the fullest extent permitted by law.

19.2. If any provision or part-provision of the Agreement is deemed deleted under clause 19.1, the parties shall negotiate in good faith to amend such provision so that, to the greatest extent possible, the amended provision achieves the intended commercial result of the original provision.

20. ENTIRE AGREEMENT

20.1. The Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

20.2. Each party acknowledges that, in entering into the Agreement, it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement.

20.3. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Agreement.

21. NO PARTNERSHIP OR AGENCY

21.1. Nothing in the Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute any party the agent of the other party, or authorise any party to make or enter into any commitments for or on behalf of the other party.

21.2. Each party confirms it is acting on its own behalf and not for the benefit of any other person.

22. THIRD PARTY RIGHTS

The Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.

23. VARIATION

Except as set out in these Conditions, no variation of the Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

24. CUSTOMER COMPLAINTS

If a problem arises or the Customer is dissatisfied with the Services, the Customer should contact the Company by email to support@rtkf.net.

25. GOVERNING LAW, MEDIATION AND JURISDICTION

25.1. The Agreement and any disputes or claims (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation are governed by and construed in accordance with the law of England and Wales.

25.2. If any dispute arises in connection with the Agreement, the parties agree to enter into mediation in good faith to settle such a dispute and will do so in accordance with the Centre for Effective Dispute Resolution (“CEDR”) Model Mediation Procedure. Unless otherwise agreed between the parties within 14 days of notice of the dispute, the mediator will be nominated by CEDR. To initiate the mediation a party must give notice in writing (”ADR Notice”) to the other party to the dispute, referring the dispute to mediation. A copy of the referral should be sent to CEDR.

25.3. If there is any point on the logistical arrangements of the mediation, other than the nomination of the mediator, upon which the parties cannot agree within 14 days from the date of the ADR Notice, where appropriate, in conjunction with the mediator, CEDR will be requested to decide that point for the parties having consulted with them.

25.4. Unless otherwise agreed, the mediation will start not later than 28 days after the date of the ADR Notice. No party may commence any court proceedings in relation to any dispute arising out of the Agreement until it has attempted to settle the dispute by mediation and either the mediation has terminated or the other party has failed to participate in the mediation, provided that the right to issue proceedings is not prejudiced by a delay.

25.5. Each party irrevocably agrees that in the situation where the process set out in clauses 25.2 to 25.4 (inclusive) has failed to achieve resolution of the issue, the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Agreement or its subject matter or formation.

THE SCHEDULE

EULA

PLEASE READ THE TERMS AND CONDITIONS OF THIS END USER LICENCE AGREEMENT CAREFULLY BEFORE INSTALLING, ACCESSING OR USING THE RTKFNET APP OR PLATFORM

This end user licence agreement (“EULA”) is a legal agreement between you and RTKFnet Limited (company registration number 7278066) whose registered office is at Lake House, Market Hill, Royston, Herts, SG8 9JN trading as RTKFnet (“RTKFnet”) for the access and use of any RTKFnet application or platform (“RTKFnet App and Platform”).

By installing or otherwise using the RTKFnet App and Platform, you agree to be bound by the terms of this EULA. This EULA represents the entire agreement concerning the RTKFnet App and Platform between you and RTKFnet and it supersedes any prior proposal, representation or understanding between the parties. If you do not agree to the terms of this EULA, do not install or use the RTKFnet App and Platform.

The RTKFnet App and Platform are protected by copyright laws.

The RTKFnet App and Platform are licensed, not sold.

1. GRANT OF LICENCES

RTKFnet grants you the right to install and use copies of the RTKFnet App and Platform on your device running a validly licensed copy of the operating system for which the RTKFnet App and Platform were designed solely for portal reporting and self-service purposes (“Permitted Purposes”).

2. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS

(a) Limitations. You may not:

· copy, reproduce, publish, distribute, redistribute, broadcast, transmit, modify, adapt, edit, abstract, store, archive, display publicly or to third parties, sell, license, lease, rent, assign, transfer, disclose (in each case whether or not for charge) or in any way commercially exploit any part of the RTKFnet App and Platform;

· permit any use of the RTKFnet App and Platform to third parties in connection with any timesharing or service bureau, outsourced or similar service to third parties or make the RTKFnet App and Platform (or any part) available to any third party or allow or permit a third party to do any of the foregoing for the Permitted Purposes;

· combine, merge or otherwise permit the RTKFnet App and Platform to become incorporated in any other program or service, or arrange or create derivative works based on it (in whole or in part); or

· attempt to reverse engineer, observe, study or test the functioning of or decompile the RTKFnet App and Platform (or any part).

(b) Support services. RTKFnet may provide you with support services related to the RTKFnet App and Platform. Any supplemental software code provided to you as part of such support services shall be considered part of the RTKFnet App and Platform and subject to the terms and conditions of this EULA.

(c) Compliance with applicable laws. You must comply with all applicable laws regarding the use of the RTKFnet App and Platform, including all applicable laws, rules and regulations governing export that apply to the RTKFnet App and Platform. You may not export or re-export, directly or indirectly, separately or as part of a system, the RTKFnet App and Platform to, or access or use the RTKFnet App and Platform in any country or territory for which an export licence or other approval is required under the laws of the United Kingdom, the United States, the European Union or any of its member states without first obtaining such licence or other approval. You are solely responsible for ensuring your access, importation and use of the RTKFnet App and Platform in or into any part of the world complies with all export and other laws.

(d) Password or access details. You must keep a secure password or access details for your use of the RTKFnet App and Platform and keep such password or access details confidential and not share them with any third party or other individuals. RTKFnet will, without delay, disable any password or access details that are shared with third parties or other individuals in breach of this paragraph 2(d).

(e) Personal data. By installing and using the RTKFnet App and Platform, you consent to RTKFnet using, copying and otherwise utilising your personal data in accordance with RTKFnet’s privacy policy available at https://www.rtkf.net/privacy-policy/ to the extent necessary for you to install and use the RTKFnet App and Platform.

(f) Suspension. RTKFnet may suspend access to the RTKFnet App and Platform to you if: (i) RTKFnet suspect that you have misused the RTKFnet App and Platform or breached any terms of this EULA; or (ii) required by law, or by court, governmental or regulatory order. Where the reason for the suspension is suspected misuse of the RTKFnet App and Platform, without prejudice to its other rights, RTKFnet will: (i) take steps to investigate the issue and may restore or continue to suspend access at its discretion; and (ii) provide prior written notice to you in advance detailing the suspected misuse or breach of this EULA, except where it is not practicable to give such notice due to an emergency or crisis situation.

(g) Feedback. RTKFnet may use any feedback and suggestions for improvement relating to the RTKFnet App and Platform provided by you without charge or limitation and, to the extent lawful, you hereby assign all intellectual property rights in such feedback with full title guarantee (including by way of assignment of future intellectual property rights) to RTKFnet at the time such feedback is first provided to RTKFnet.

3. CONFIDENTIALITY

(a) You must maintain the confidentiality of all information (whether in oral, written or electronic form) relating to RTKFnet’s and any third party software developer’s business which may reasonably be considered to be confidential in nature including information relation to RTKFnet’s and any third party software developer’s technology, know-how, intellectual property rights, assets, finances, strategy, products and customers (including all information relation to technical or operational specifications or data relating to the RTKFnet App and Platform) (“Confidential Information”).

(b) You may not, without the prior written consent of RTKFnet, disclose, copy or modify any Confidential Information (or permit others to do so) other than as necessary for the installation and use of the RTKFnet App and Platform.

(c) The provisions of this paragraph 3 will not apply to information which: (i) is or comes into the public domain through no fault of yours; (ii) is lawfully received by you from a third party free of any obligation of confidence at the time of disclosure; (iii) is independently developed by you, without access or use of the Confidential Information; or (iv) is required by law, by court or governmental or regulatory order to be disclosed provided that you, where possible, notify RTKFnet at the earliest opportunity before making any such disclosure.

(d) Your obligations under this paragraph 3 will continue for a period of 6 years from the date of termination of this EULA.

4. TERMINATION

Without prejudice to any other rights, RTKFnet may terminate this EULA if you fail to comply with the terms and conditions of this EULA. In such circumstances, you must destroy all copies of the RTKFnet App and Platform in your possession.

5. COPYRIGHT

All title, including but not limited to copyright, in and to the RTKFNet App and Platform and any copies thereof are owned by RTKFnet or its suppliers. All title and intellectual property rights in and to the content which may be accessed through the use of the RTKFnet App and Platform is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws. This EULA grants you no rights to use such content. All rights not expressly granted are reserved by RTKFnet.

6. NO WARRANTIES

RTKFnet expressly disclaims any warranty for the RTKFnet App and Platform. The RTKFnet App and Platform are provided ‘as is’ without any express or implied warranty of any kind, including but not limited to any warranties or merchantability, non-infringement or fitness for a particular purpose. RTKFnet does not warrant or assume responsibility for the accuracy or completeness of any information, text, graphics, links or other items contained within the RTKFnet App and Platform. RTKFnet makes no warranties respecting any harm that may be caused by the transmission of a computer virus, worm, time bomb, logic bomb or other such computer program.

7. LIMITATION OF LIABILITY

In no event shall RTKFnet be liable for any damages (including, without limitation, lost profits, business interruption or lost information) rising out of your use of or inability to use the RTKFnet App and Platform, even if RTKFnet has been advised of the possibility of such damages. In no event will RTKFnet be liable for loss of data or indirect, special, incidental, consequential (including lost profit) or other damages based on contract, tort or otherwise. RTKFnet shall have no liability with respect to the content of the RTKFnet App and Platform or any part thereof, including but not limited to errors or omissions contained therein, infringements of intellectual property rights, business interruption, personal injury or the disclosure of confidential information.