Last Updated: August 2025

PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE RIoT PLATFORM OR ACCESSING THE SUBSCRIPTION SERVICES

This is a legally binding agreement (Agreement) between you (the Customer or you) and us (RF SOLUTIONS LIMITED company registration number 02774001 whose registered address is Preseton Park House, South Road, Brighton, East Sussex BN1 6SB, Supplier, we or us), for the provision of an access to the Subscription Services via RIoT Platform.

There are separate terms and conditions which apply to your use of our website or if you order any goods or services from our website, as well as our privacy policy which sets out how we collect and use personal data. These are set out here:

Terms and Conditions for the Sale of Goods and Services - Click Here

Website Terms and Conditions of Use - Click Here

Acceptable Use Policy - Click Here

Privacy Policy - Click Here

BY CLICKING ‘ACCEPT’, YOU AGREE TO AND ACCEPT THE FOLLOWING TERMS WHICH WILL BIND YOU WHEN ACCESSING THE RIoT PLATFORM AND USING THE SUBSCRIPTION SERVICES. PLEASE NOTE, IN PARTICULAR, THE LIMITATIONS ON LIABILITY IMPOSED AT CLAUSE 11.

THIS IS A BUSINESS TO BUSINESS AGREEMENT AND IS NOT TO BE ENTERED INTO BY CONSUMERS. YOU SHOULD ONLY CLICK ‘ACCEPT’ IF YOU ARE A BUSINESS.

IF YOU DO NOT AGREE TO ANY OF THE TERMS OF THIS AGREEMENT, YOU CANNOT ACCESS THE RIoT PLATFORM OR USE THE SUBSCRIPTION SERVICES IN ANY WAY.

1 Definitions and interpretation

1.1 In this Agreement:

Acceptable Use Policy - the supplier’s acceptable use policy available here.

Affiliates - in respect of any entity, any entity that directly or indirectly controls, is controlled by or is under common control with entity within the meaning set out in section 1124 of the Corporation Tax Act 2010;

Business Day - a day other than a Saturday, Sunday or bank or public holiday in England;

Charges - the charges payable by the Customer to the Supplier in consideration for the grant of rights to the Customer to access the RIoT Platform and use the Subscription Services, being the Monthly Subscription Charge and the Usage Charge;

Commencement Date - the date on which you click to accept this Agreement;

Customer Data - all data (in any form) that is provided to us or uploaded to the RIoT Platform or any part of the Subscription Services by or on behalf of the Customer, or any data that is generated as a result of the Customer’s use of its own data in the RIoT Platform or Subscription Services;

Customer Systems - all software and systems used by or on behalf of the Customer or any of its direct or indirect sub-contractors, in connection with the access to the RIoT Platform or the provision or receipt of the Subscription Services or that the RIoT Platform or Subscription Services otherwise, link, inter-operate or interface with or utilise (in each case whether directly or indirectly);

Feedback - has the meaning given to it at clause 9.4;

Force Majeure - an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under this Agreement (provided that an inability to pay is not Force Majeure), including any matters relating to transfer of data over public communications networks and any delays or problems associated with any such networks or with the internet;

Intellectual Property Rights - any and all copyright, rights in inventions, patents, know-how, trade secrets, trade marks and trade names, service marks, design rights, rights in get-up, database rights and rights in data, semiconductor chip topography rights, utility models, domain names and all similar rights and, in each case:

(a) whether registered or not;

(b) including any applications to protect or register such rights;

(c) including all renewals and extensions of such rights or applications;

(d) whether vested, contingent or future; and

(e) wherever existing;

IPR Claim - has the meaning given to it at clause 9.6;

Monthly Subscription Charge - the monhtly recurring charge for your access to the RIoT Platform and use of the Subscription Services, calculated in accordance with clause 4.2;

New Versions - has the meaning given to it at clause 6.1;

Permitted Purpose - the internal business purpose of the Customer;

Privacy Policy - our privacy policy available here;

Relief Event - any breach of this Agreement by the Customer, or any Force Majeure;

RIoT Platform - our online data viewing platform called RIoT, which is delivered via our Site, including any Updates and Upgrades;

Site - our website www.rfsolutions.co.uk or such other wed address we may from time to time designate;

Subscription Period - perpetual commencing on the date on which the Customer makes payment of the first Monthly Subcription to the Supplier;

Subscription Services - the wireless monitoring services we provide through the RIoT Platform;

Territory - the UK;

Third Party Software - any third party software in the RIoT Platform or Subscription Services;

Update - a software maintenance update, patch, workaround or bug-fix which does not constitute an Upgrade;

Upgrade - a version or release of software intended to have new or improved functionality or which we designate as an upgrade; and

Usage Charge - the data consumption charge for your access to the RIoT Platform and use of the Subscription Services, calculated in accordance with clause 4.3.

1.2 In this Agreement

1.2.1 headings are included for convenience only and shall have no effect on interpretation;

1.2.2 a reference to a ‘party’ includes that party’s successors and permitted assigns;

1.2.3 a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;

1.2.4 words in the singular include the plural and vice versa;

1.2.5 any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words; a reference to any legislation or legislative provision is a reference to it as amended, extended, re-enacted or consolidated from time to time.

1.3 Any obligation of the Supplier under this Agreement to comply or ensure compliance by any person or the RIoT Platform or Subscription Services with any law shall be limited to compliance only with laws within the Territory as generally applicable to businesses and to providers of software as a service solution.

2 Rights of access and use

2.1 Subject to the terms of this Agreement and payment of the Subscription Fees, we grant to you a limited, non-exclusive, non-transferable, non-sublicensable right to access the RIoT Platform and use the Subscription Services in each case for the Permitted Purpose only in the Territory and for the duration of thr Subscription Period.

2.2 Third Party Software supplied as part of, or in addition to, the Subscription Services may be subject to additional terms and conditions available here or as otherwise notified to you. You agree to comply with any terms and conditions relating to such Third Party Software.

2.3 You shall [■(and shall ensure that any individual authorised pursuant to clause 3.2 shall)] at all times comply with all applicable laws relating to the use or receipt of thr RIoT Platform and/or Subscription Services.

3 Limitations on use

3.1 Except as expressly permitted under this Agreement or by law, you shall not:

3.1.1 use, copy, modify, adapt, correct errors, or create derivative works from, the RIoT Platform or Subscription Services;

3.1.2 decode, reverse engineer, disassemble, decompile or otherwise translate, or make alterations to the RIoT Platform or Subscription Services, convert either of the foregoing, or otherwise seek to obtain or derive te source code, underlying ideas, algorithms, file formats or non-public APIs to them, other than as expressly permitted under sections 50B and 296A of the Copyright Designs and Patents Act 1988 (and then only upon advance notice In writing to us);

3.1.3 assign, rent, transfer, provide or enable access, sub-licence, lease, resell, distribute, publish, broadcast, transmit, store, archive, display publicly to third parties, disclose or otherwise deal in or encumber the RIoT Platform or Subscription Services (in each case, whether or not for charge);

3.1.4 remove or modify any copyright or similar notices, or any of the Supplier’s or any other person’s branding, that the RIoT Platform or Subscription Services cause to be displayed when used;

3.1.5 access or use the RIoT Platform or Subscription Services, or permit them to be accessed or used, by or on behalf of any third party, otherwise than for the Permitted Purpose;

3.1.6 interfere with any licence key mechanism in the RIoT Platform or Subscription Services or otherwise attempt to circumvent or interfere with any security features of the RIoT Platform or Subscription Services or mechanisms intended to limit your use; or

3.1.7 make the RIoT Platform or Subscription Services available over a network or any other method of remote access, or facilitate the same.

3.2 [■Access and use of the RIoT Platform and Subscription Services is limited to the individual registered for the same, who must be your employee or contractor and may access and use the RIoT Platform and Subscription Services simultaneously on a maximum of [NUMBER] devices owned or operated by him. You shall procure that such individual is aware of, and complies with, the obligations and restrictions imposed on you under this Agreement and you shall be liable for the acts and omissions of such individual as if they were your own.]

3.3 [■You shall not exceed the usage rights permitted in clause 3.2 and you acknowledge that you shall be required, without prejudice to any other rights or remedies to which we may be entitled, to pay us at our then-current rates for any additional usage of the RIoT Platform and/or Subscription Services.]

3.4 You shall:

3.4.1 access and use the RIoT Platform and Subscription Services at all times in accordance with our instructions or user guidance issued from time to time, and with all other terms of the Agreement;

3.4.2 notify us in writing as soon as you become aware of any actual or suspected unauthorised use of the RIoT Platform and/or Subscription Services;

3.4.3 at all times comply with our Acceptable Use Policy; and

3.4.4 [■if any password has been provided to an individual referred to in clause 3.2, without delay, disable any such passwords and notify us immediately].

3.5 You warrant and represent that you, and all others acting on your or their behalf (including systems administrators [■and the individual referred to in clause 3.2]) shall, keep confidential and not share with any third party their password or access details for the RIoT Platform and the Subscription Services.

3.6 Clauses 3.4 and 3.5 shall survive termination or expiry of this Agreement.

4 Charges and Payment

4.1 Inconsideration for the access to the RIoT Platform and use of the Subscription Services, the Customer will pay the Charges to the Supplier in accordance with this clause 4.

4.2 Your Monthly Subscription Charge is as set out in the pricing section of the homepage.

4.3 We will calculate your Usage Charge based on details that we record or that are recorded for us about the data you use whe you access the RIoT Platform and use the Subscription Services. Information on how we measure how much data you use and our prices is set out on the homepage.

4.4 We will invoice the Charges to you on a monthly basis in arrears and you will pay all Charges by direct debit via our third party payment provider from time to time. You should be aware that you may be subject to the terms and conditions of any such third party provider.

4.5 Unless stated to the contrary, all Charges are exclusive of VAT or other charges imposed by law from time to time, and you shall in addition pay such VAT and other charges at the rate and in the manner prescribed by law from time to time.

4.6 We may increase the Charges (or any part of them) with effect from each anniversary of the Commencement Date provided we have given you at least 30 (thirty) days’ prior written notice. We may not increase the Charges by an amount greater than the percentage increase in the pricing table on the homepage over the 12 month period up to the time of givig written notice.

4.7 Timely payment shall be of the essence and in addition to its other rights and remedies under the terms of this Agreement or at law, the Supplier may suspend access to the RIoT Platform and/or any of the Subscription Services pending full payment. Clause 12.4 shall apply to such suspension.

4.8 If any sum is not paid by the due date for payment as set out above, we may charge interest on any outstanding balance at the rate of 4% per annum above the base rate of Barclays, such interest to accrue on a daily basis and to be compounded quarterly.

5 Indemnity

5.1 YOU SHALL INDEMNIFY, KEEP INDEMNIFIED AND HOLD HARMLESS US (ON OUR OWN BEHALF OF EACH OF OUR AFFILIATES) FROM AND AGAINST ANY LOSSES, CLAIMS, DAMAGES, LIABILITY, COSTS (INCLUDING LEGAL AND OTHER PROFESSIONAL FEES) AND EXPENSES INCURRED BY US (OR ANY OF OUR AFFILIATES) AS A RESULT OF YOUR BREACH OF THE AGGREMENT.

5.2 THIS CLAUSE 5 SHALL SURVIVE TERMINATION OR EXPIRY OF THIS AGREEMENT.

6 Changes to services and terms

6.1 We may at our absolute discretion make updated versions of these terms and conditions (New Version) from time to time by notifying you of such change by e-mail (together with a copy of the update or a link to a copy of the update) or by any other reasonable means which we elect.

6.2 Any New Version will replace the preceding version for the purposes of this Agreement from the date which is 30 (thirty) Business Days’ after they are published on the RIoT Platform (or at such later date as we may specify).

6.3 In the event that you reasonably believe that any New Version materially impacts you negatively in any manner you may by notice elect to terminate this Agreement in respect of all impacted Subscription Services provided you exercise such right prior to such New Version taking effect pursuant to clause 6.2 on not less than 10 (ten) Business Days prior written notice and notify us at the time of exercising such right of the negative impact which has caused you to exercise this right. In the event of such termination you may be entitled to receive a refund in respect of any Subscription Services that have been paid for but as at the effective date of termination are unused or any remaining Subscription Period.

6.4 You acknowledge that we are entitled to modify the features and functionality of the RIoT Platform and/or the Subscription Services.

6.5 [■We may, without limitation to the generality of clause 6.4, establish new limits on the Subscription Services (or any part), including limiting the volume of data which may be used, stored or transmitted in connection with the Subscription Service, remove or restrict application programming interfaces or make alterations to data retention periods, provided such changes are introduced by a New Version to the relevant impacted contractual documents].

7 Records and audit

7.1 During the Subscription Period and for six years thereafter, you shall maintain accurate and complete records of the Customer’s access and usage of the Subscription Services under this Agreement [■(as well as such access and usage by any individual referred to in clause 3.2)].

7.2 You shall allow and procure for the Supplier (and any authorised representatives of the Supplier) access to audit (and take copies of) the relevant records of the Customer [■and any individual user] to the extent necessary to verify that the access and use of the Subscription Services is in accordance with this Agreement.

7.3 Unless otherwise agreed in writing, the inspections and audits referred to in clause 7.2 shall be undertaken:

7.3.1 during your normal bsuiness hours on Business Days;

7.3.2 subject to the provision by us of a minimum of 5 (five) Business Days’ notice; and

7.3.3 not more than twice in any calendar year during the Subscription Period.

7.4 You shall, at your own cost, provide all reasonable assistance and co-operation to us in conducting any inspection or audit undertaken under this clause 7. We will comply with your reasonable directions to minimise disruption to your business and to safeguard the confidentiality of your Customer Data.

7.5 At the Supplier’s request from time to time the Customer shall promptly (and in any event within 2 (two) Business Days of such request) provide the Supplier with copies of the records referred to in clause 7.1.

7.6 The Supplier may monitor, collect, store and use information on the use and performance of the Subscription Services (including Customer Data) to detect threats or errors to the Subscription Services and/or the Supplier’s operations and for the purposes of the further development and improvement of the Supplier’s services, provided that such activities at all times comply with our Privacy Policy [■Here].

7.7 The provisions of this clause 7 shall survive termination or expiry of this Agreement for a period of 12 (twelve) months.

8 Warranty

8.1 We warrant that:

8.1.1 each of the RIoT Platform and Subscription Services will operate materially in accordance with their description on our Site when used in accordance with our Agreement under normal use and normal circumstances during the Subscription Period; and

8.1.2 we will provide the Subscription Services with reasonable care and skill.

8.2 If you receive any Update or Upgrade of the RIoT Platform under this Agreement, such Update or Upgrade will be covered under the warranty at clause 8.1.

8.3 If there is a breach of the warranty in clause 8.1, provided that you notify us without delay in writing and provide sufficient information to enable us to consider any errors, we will, at our option:

8.3.1 use reasonable endeavours to correct the errors in the RIoT Platform and/or Subscription Services within a reasonable time; or

8.3.2 terminate this Agreement.

8.4 The warranty in clause 8.1 is subject to the Customer complying with its obligations under, and using the RIoT Platform and Subscription Services in accordance with, this Agreement and is also subject to the limitations and exclusions set out in clause 12. In addition, the warranty shall not apply to the extent that any error in the RIoT Platform and/or Subscription Services arises as a result of:

8.4.1 incorrect access or use of the RIoT Platform and/or Subscription Services by the Customer [■or any individual authorised by the Customer pursuant to clause 3.2] (including any failure to follow any instructions set out on the Supplier’s website);

8.4.2 access to or use of the RIoT Platform and/or Subscription Services other than for the purposes for which it is intended;

8.4.3 modification or alteration of the RIoT Platform and/or Subscription Services without our written consent;

8.4.4 access or use of the RIoT Platform and/or Subscription Services with other software or on equipment with which it is incompatible;

8.4.5 any act by any third party (including hacking or the introduction of any virus or malicious code);

8.4.6 attempted repair, rectification or maintenance by any person other than the Supplier or a third party authorised by the Supplier;

8.4.7 any breach of this Agreement by the Customer [■or any individual authorised by the Customer pursuant to clause 3.2];

8.4.8 failure to notify us of any error within a reasonable period of time of it first occurring; or

8.4.9 failure to install any Update or Upgrade recommended and made available by us.

8.5 You acknowledge that we do not give any warranty or representation and do not accept any liability (howsoever arising whether under contract, tort, in negligence or otherwise) in relation to the RIoT Platform and/or Subscription Services:

8.5.1 meeting the Customer’s individual needs or business requirements, whether or not such needs or requirements have been communicated to us;

8.5.2 operating in a manner which is uninterrupted or free from minor errors or defects; or

8.5.3 being compatible with any software other than the Third Party Software or with any particular hardware.

8.6 Subject to clause 11.5, the provisions of clauses 8.3 and 11 set out the Customer’s sole and exclusive remedy (howsoever arising, whether in contract, tort, negligence or otherwise) for any breach of clause 8.1.2 or for any other error or defect in, defective performance or inability to use the RIoT Platform and/or Subscription Services or any part of them.

8.7 Other than as set out in this clause 8, and subject to clause 11.5, all warranties, conditions, terms, undertakings or obligations whether express or implied and including any implied terms relating to quality, fitness for any particular purpose, reasonable care and skill or ability to achieve a particular result are excluded to the fullest extent allowed by applicable law.

9 Intellectual Property Rights

9.1 The Customer acknowledges that all Intellectual Property Rights in the RIoT Platform and Subscription Services are owned by or licensed to the Supplier, that the right to access and use each of the foregoing is licensed (not sold) to the Customer and that the Customer shall have no other rights other than those granted under the terms of this Agreement. For the avoidance of doubt, the Customer shall have no right to access the RIoT Platform and/or Subscription Services in source code form. To the extent that the Customer, any of its Affiliates or any person acting on its or their behalf acquires any Intellectual Property Rights in any part of the RIoT Platform and/or Subscription Services, the Customer shall assign or procure the assignment of such Intellectual Property Rights with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to the Supplier or such third party as the Supplier may elect. The Customer shall execute all such documents and do such things as the Supplier may consider necessary to give effect to this clause 9.1.

9.2 The Customer [■(and any individual authorised by it pursuant to clause 3.2)] may be able to store or transmit Customer Data using the RIoT Platform and/or Subscription Services, and the RIoT Platform and/or Subscription Services may interact with Customer Systems. The Customer hereby grants a royalty-free, non-transferable, non-exclusive licence for the Supplier (and each of its direct and indirect sub-contractors) to use, copy and other otherwise utilise the Customer Data and Customer Systems to the extent necessary to perform or provide the RIoT Platform and Subscription Services or to exercise or perform the Supplier’s rights, remedies and obligations under this Agreement.

9.3 To the extent Third Party Software is made available to, or used by or on behalf of the Customer [■(or any individual authorised by it pursuant to clause 3.2)] in connection with the use or provision of the RIoT Platform and/or any Subscription Service, such use of Third Party Software shall subject to any additional third party terms in accordance with clause 2.2.

9.4 The Supplier may use any feedback and suggestions for improvement relating to the RIoT Platform and/or Subscription Services provided by the Customer [■(and any individual authorised by it pursuant to clause 3.2)] without charge or limitation (Feedback). The Customer hereby assigns (or shall 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 Supplier at the time such Feedback is first provided to the Supplier.

9.5 The Customer hereby waives (and shall 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 Supplier under this Agreement.

9.6 If the Supplier has reason to believe that a third party claim may be brought by any third party alleging that the RIoT Platform and/or Subscription Services infringe any Intellectual Property Rights of a third party (an IPR Claim), the Supplier may at its sole option and expense, and the Customer shall permit the Supplier to:

9.6.1 modify or replace the RIoT Platform and/or Subscription Services to avoid infringement or alleged infringement; or

9.6.2 terminate this Agreement.

9.7 Subject to clause 11.5, the provisions of this clause 9 set out the Customer’s sole and exclusive remedy (howsoever arising, including in contract, tort, negligence or otherwise) for any IPR Claim.

9.8 This clause 9 shall survive the termination or expiry of this Agreement.

10 Relief

To the maximum extent permitted by law, we shall not be liable (under any legal theory, including negligence) for any breach, delay or default in the performance of this Agreement to the extent the same (or the circumstances giving rise to the same) arises or was contributed to by any Relief Event.

11 Limitations of liability

11.1 THE EXTENT OF THE SUPPLIER’S LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT (REGARDLESS OF WHETHER SUCH LIABILITY ARISES IN TORT, CONTRACT OR IN ANY OTHER WAY AND WHETHER OR NOT CAUSED BY NEGLIGENCE OR MISREPRESENTATION) SHALL BE AS SET OUT IN THIS CLAUSE 11.

11.2 SUBJECT TO CLAUSES 11.3 AND 11.5, THE SUPPLIER’S TOTAL AGGREGATE LIABILITY HOWSOEVER ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED AN AMOUNT EQUAL TO THE CHARGES PAID TO THE SUPPLIER BY THE CUSTOMER IN THE [■12-MONTH] PERIOD IMMEDIATELY PRECEDING THE INCIDENT FIRST GIVING RISE TO ANY CLAIM UNDER THIS AGREEMENT.

11.3 SUBJECT TO CLAUSE 11.5, THE SUPPLIER SHALL NOT BE LIABLE FOR CONSEQUENTIAL, INDIRECT OR SPECIAL LOSSES.

11.4 SUBJECT TO CLAUSE 11.5, THE SUPPLIER SHALL NOT BE LIABLE FOR ANY OF THE FOLLOWING (WHETHER DIRECT OR INDIRECT):

11.4.1 LOSS OF PROFIT;

11.4.2 LOSS OF REVENUE;

11.4.3 LOSS OR CORRUPTION OF DATA;

11.4.4 LOSS OR CORRUPTION OF SOFTWARE OR SYSTEMS;

11.4.5 LOSS OR DAMAGE TO EQUIPMENT;

11.4.6 LOSS OF USE;

11.4.7 LOSS OF PRODUCTION;

11.4.8 LOSS OF CONTRACT;

11.4.9 LOSS OF COMMERCIAL OPPORTUNITY;

11.4.10 LOSS OF SAVINGS, DISCOUNT OR REBATE (WHETHER ACTUAL OR ANTICIPATED);

11.4.11 HARM TO REPUTATION OR LOSS OF GOODWILL;

11.4.12 LOSS OF BUSINESS; AND

11.4.13 WASTED EXPENDITURE.

11.5 NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE SUPPLIER’S LIABILITY SHALL NOT BE LIMITED IN ANY WAY IN RESPECT OF THE FOLLOWING:

11.5.1 DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE;

11.5.2 FRAUD OR FRAUDULENT MISREPRESENTATION; OR

11.5.3 ANY OTHER LOSSES WHICH CANNOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW.

11.6 THIS CLAUSE 11 SHALL SURVIVE THE TERMINATION OR EXPIRY OF THIS AGREEMENT.

12 Suspension

12.1 We may suspend access to the RIoT Platform and/or Subscription Services (or any part) to the Customer [■(or all or some of the individuals authorised by it pursuant to clause 3.2)] if:

12.1.1 we suspect that there has been any misuse of the RIoT Platform and/or Subscription Services or breach of this Agreement;

12.1.2 you fail to pay any sums due to us by the due date for payment; or

12.1.3 required by law, by court or governmental or regulatory order.

12.2 Where the reason for the suspension is suspected misuse of the RIoT Platform and/or Subscription Services or breach of this Agreement, without prejudice to our rights under clause 13, we will take steps to investigate the issue and may restore or continue to suspend access at its discretion.

12.3 In relation to suspensions under clause 12.1.2, access to the RIoT Platform and/or Subscription Services will be restored promptly after we receive payment in full and cleared funds.

12.4 Fees shall remain payable during any period of suspension notwithstanding that you [■(or some or all of the individuals authorised by you pursuant to clause 3.2)] may not have access to the RIoT Platform and/or Subscription Services.

13 Term and Termination

13.1 This Agreement shall come into force on the Commencement Date and, unless terminated earlier in accordance with its terms, shall continue until the last day of the Subscription Period after which it shall automatically expire.

13.2 Either party may terminate this Agreement for convenience on not less than [■30 (thirty)] days’ prior written notice to the other.

13.3 We may terminate this Agreement at any time by giving you notice in writing if:

13.3.1 you commit a material breach of this Agreement and such breach is not remediable;

13.3.2 you commit a material breach of this Agreement which is not remedied within 10 (ten) Business Days of receiving written notice of such breach; or

13.3.3 you fail to pay any Charges due under clause 4 on the due date and such amount remains unpaid within 10 (ten) Business Days after you have received notification that the payment is overdue.

13.4 Any breach by you of the Acceptable Use Policy [■Here] or of clause 3 shall be deemed a material breach of this Agreement which is not remediable.

14 Consequences of termination

14.1 Immediately on termination or expiry of this Agreement (for any reason):

14.1.1 the licences and rights granted by us shall terminate and you shall [■(and, if applicable, shall procure that any individual authorised by you pursuant to clause 3.2 shall)] stop accessing and using the RIoT Platform and Subscription Services;

14.1.2 we may delete or suspend access to any accounts that you [■(or any individual authorised by you)] hold with us;

14.1.3 you will immediately make payment of any outstanding Charges; and

14.1.4 Customer Data will be treated in accordance with clause 15.6.

14.2 You shall be responsible for backing up your data regularly and extracting it from the RIoT Platform and/or Subscription Services prior to the termination or expiry of this Agreement. We shall not be obliged to provide you with any assistance extracting or recovering data whether during or after the Subscription Period.

14.3 Termination or expiry of this Agreement shall not affect any accrued rights and liabilities of either party at any time up to the date of termination or expiry and shall not affect any provision of this Agreement that is expressly or by implication intended to continue beyond termination.

15 Customer Data

15.1 Customer Data shall at all times remain the property of you or your licensors.

15.2 Except to the extent the Supplier has direct obligations under data protection laws, the Customer acknowledges that the Supplier has no control over any Customer Data hosted as part of the provision of the Services and may not actively monitor or have access to the content of the Customer Data. The Customer shall ensure (and is exclusively responsible for) the accuracy, quality, integrity and legality of the Customer Data and that its use (including use in connection with the RIoT Platform and Subscription Services) complies with all applicable laws and Intellectual Property Rights.

15.3 If the Supplier becomes aware of any allegation that any Customer Data may not comply with the Acceptable Use Policy [■Here] or any other part of this Agreement the Supplier shall have the right to (in respect only of that part of Customer Data which is suspected of being non-compliant):

15.3.1 permanently delete or otherwise remove the relevant Customer Data from the RIoT Platform and/or Subscription Services;

15.3.2 suspend access to the relevant Customer Data from the RIoT Platform and/or Subscription Services in accordance with clause 12; and/or

15.3.3 disclose Customer Data to law enforcement authorities (in each case without the need to consult the Customer).

Where reasonably practicable and lawful the Supplier shall notify the Customer before taking such action.

15.4 Except as otherwise expressly agreed in this Agreement, the Supplier shall not be obliged to provide the Customer with any assistance extracting, transferring or recovering any data (including Customer Data) whether during or after the Subscription Period. The Customer acknowledges and agrees that it is responsible for maintaining safe backups and copies of any Customer Data, including as necessary to ensure the continuation of the Customer’s business. The Customer shall, without limitation, ensure that it backs up (or procures the back up of) all Customer Data regularly (in accordance with its and its users’ needs) and extracts it from the RIoT Platform and Subscription Services prior to the termination or expiry of our Agreement or the cessation or suspension of any of the foregoing where it has received notice from the Supplier of the same.

15.5 The Supplier routinely undertakes regular backups of the RIoT Platform and Subscription Services (which may include Customer Data) for its own business continuity purposes. The Customer acknowledges that such steps do not in any way make the Supplier responsible for ensuring the Customer Data does not become inaccessible, damaged or corrupted. To the maximum extent permitted by applicable law, the Supplier shall not be responsible (under any legal theory, including in negligence) for any loss of availability of, or corruption or damage to, any Customer Data.

15.6 Unless otherwise set out in this Agreement or subsequently agreed by the parties in writing, the Customer hereby instructs that the Supplier shall within 60 (sixty) days of the earlier of the end of the provision of the RIoT Platform and Subscription Services (or any part) relating to the processing of the Customer Data securely dispose of such Customer Data processed in relation to the foregoing (or any part) which have ended (and all existing copies of it) except to the extent that any applicable laws requires the Supplier to store such Customer Data. The Supplier shall have no liability (howsoever arising, including in negligence) for any deletion or destruction of any such Customer Data undertaken in accordance with this Agreement.

15.7 Any personal information that you provide to us (whether as part of the Customer Data or otherwise) will be dealt with in accordance with our Privacy Policy [■Here], which explains what information we collect and hold about you, and how we collect, store, use and share such information.

16 Confidentiality and security of Customer Data

16.1 The Supplier shall maintain the confidentiality of the Customer Data and shall not without the prior written consent of the Customer or in accordance with this Agreement, disclose or copy the Customer Data other than as necessary for the provision of the RIoT Platform and/or performance of the Subscription Services or its express rights and obligations under this Agreement.

16.2 The provisions of this clause 16 shall not apply to information which:

16.2.1 is or comes into the public domain through no fault of the Supplier, its officers, employees, agents or contractors;

16.2.2 is lawfully received by the Supplier from a third party free of any obligation of confidence at the time of its disclosure;

16.2.3 is independently developed by the Supplier (or any of its Affiliates or any person acting on its or their behalf), without access to or use of such Customer Data; or

16.2.4 is required by law, by court or governmental or regulatory order to be disclosed.

16.3 This clause 16 shall survive the termination or expiry of our Agreement for a period of [■one year].

17 Entire agreement

17.1 This Agreement and any descriptions of the RIoT Platform and/or Subscription Services made available by the Supplier, constitute the entire agreement between the parties and supersede all previous agreements, understandings and arrangements between them in respect of its subject matter, whether in writing or oral.

17.2 Each party acknowledges that it has not entered into this Agreement in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in this Agreement.

17.3 Nothing in this Agreement shall limit or exclude any liability for fraud.

18 Notices

18.1 Any notice given by a party under this Agreement shall be:

18.1.1 in writing and in English;

18.1.2 signed by, or on behalf of, the party giving it (except for notices sent by email); and

18.1.3 where sent to the Supplier, sent to system@wirelessmonitoring.co.uk

18.1.4 where sent to the Customer, the address provided by to us by you when you registered to access and use the RIoT Platform.

18.2 Notices may be given, and are deemed received:

18.2.1 by hand: on receipt of a signature at the time of delivery;

18.2.2 by post: at 9.00 am on the second Business Day after posting; and

18.2.3 by email: on receipt of a read receipt email from the correct address.

18.3 This clause does not apply to notices given in legal proceedings or arbitration.

19 Assignment and sub-contracting

19.1 We may at any time assign, sub-contract, transfer, mortgage, charge, declare a trust of or deal in any other manner with any or all of the Supplier’s rights or obligations under this Agreement, provided that we give you prior written notice.

19.2 You shall not assign, transfer, sub-licence, mortgage, charge, declare a trust of or deal in any other manner with any or all of your rights or obligations under this Agreement (including the licence rights granted), in whole or in part, without the Supplier’s prior written consent.

20 No partnership and agency

The parties are independent and are not partners or principal and agent and this Agreement does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. Neither party shall have, nor shall represent that it has, any authority to make any commitments on the other party’s behalf.

21 Severance

21.1 If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of this Agreement shall not be affected.

21.2 If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.

22 Waiver

22.1 No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under this Agreement shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.

23 Variation

23.1 Subject to clause 6.1, no variation of this Agreement shall be valid or effective unless it is in writing, refers to this Agreement and is duly signed or executed by, or on behalf of, each party.

24 Compliance with law

24.1 The Customer shall comply with all applicable laws and shall maintain such authorisations and approvals as required from time to time to perform its obligations under or in connection with this Agreement.

24.2 Without prejudice to the generality of clause 24.1, the Customer shall comply with all applicable laws, rules, and regulations governing export that apply to the RIoT Platform and/or Subscription Services and the Customer Data (or any part), and shall not export or re-export, directly or indirectly, separately or as a part of a system, the RIoT Platform and/or Subscription Services or the Customer Data (or any part) to, or access or use the RIoT Platform and/or Subscription Services or the Customer Data (or any part) in, any country for which an export licence or other approval is required, without first obtaining such licence or other approval. The Customer shall be solely responsible for ensuring its access, importation or use of the RIoT Platform and/or Subscription Services and the Customer Data in or into any part of the Territory or elsewhere complies with all export laws.

25 Third party rights

A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its provisions.

26 Authority

Each party represents and warrants to the other that it has the right, power and authority to enter into our Agreement and grant to the other the rights (if any) contemplated in this Agreement and to perform its obligations under this Agreement.

27 Governing law and jurisdiction

27.1 This Agreement and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.

27.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, this Agreement, its subject matter or formation (including non-contractual disputes or claims).

CUSTOMER HEREBY CONFIRMS FULL ACCEPTANCE OF THESE TERMS AND CONDITIONS