Terms and Conditions of License of Software

Terms and Conditions of Licence of Software

The terms set out below (the “Terms”) govern all contracts between you (the “Customer”) and Provision Vehicle Cameras Limited T/A Cameramatics (“Cameramatics”) for the provision of Services by Cameramatics to the Customer. By ordering Services from Cameramatics, the Customer agrees to be bound by the Terms. The Terms, together with any Order Form, Authorization Agreement or other document referenced herein, constitute the whole agreement between Cameramatics and the Customer (the “Agreement”) and supersede any previous arrangement, understanding or agreement between the parties relating to the subject matter they cover. All other terms are excluded from this Agreement. No variation to this Agreement shall take effect unless explicitly agreed in writing by a numbered modification addendum authorised by Cameramatics.

1 Interpretation

1.1 The following definitions apply in this Agreement:

Order Form: the document for placing orders for the Services, whether by e-mail, post, the Internet or otherwise, including addenda thereto. Order Forms shall be deemed incorporated herein by reference.

IOT Device(s): the Products, and any ancillary or peripheral physical device provided by Cameramatics as part of the Services, as described in an Order Form.

Services: the subscription services ordered by the Customer from Cameramatics under an Order Form, including any associated Software, IOT device(s), and documentation.

Software: the online software applications provided by Cameramatics as part of the Services, together with any other software provided in connection with the Services.

Subscription Fees: the subscription fees payable by the Customer to Cameramatics for the Services, as set out in an Order Form and/or Authorization Agreement.

Service Term: the term of a subscription entered into by the Customer under an Order Form, as set out in the Order Form, together with any renewal thereof.

2 Purchase of Subscriptions

2.1 The applicable Subscription Fees and Service Term in respect of the Customer’s subscription for Services shall be as set out in an Order Form. The Service Term shall commence upon first installation of IOT device(s) or 60 days from the date of this Agreement, whichever is earlier.

2.2 Each and every purchase of Services by the Customer under an Order Form shall be subject to these Terms.

2.3 A concluded contract between Cameramatics and the Customer for the purchase of Services shall only come into existence upon acceptance of the relevant Order Form by Cameramatics through signature of the Order Form by a duly authorized officer or employee of Cameramatics and communication of same to the Customer.

2.4 The Customer shall pay the Subscription Fees to Cameramatics in accordance with this clause and as specified in an applicable Order Form. The billing cycle for Subscription Fees shall be in accordance with the applicable Order Form and in one of the options below.

(a) Customer has the right to choose a leasing option via our billing partner and must abide by those payment terms.

(b) Customer will pay for the entire contract in-advance; invoice will be issued and must be paid in accordance with the payment guidelines in this clause. Following payment, all IOT device(s) will be delivered to the customer.

(c) Customer will pay an amount as a start-up fee, to be agreed with Cameramatics, along with an amount for the annual service cost for each subscription. Both amounts will be paid in-advance. Following payment, all IOT device(s) will be delivered to the customer.

Unless otherwise specified in the Order Form, payment of all amounts due shall be made within 30 days of the date of invoice or within any period specified for payment in the applicable invoice or in accordance with the applicable option in 2.4 (a) or (b) or (c).

2.5 Subscription Fees paid are non-refundable and all amounts stated or referred to in this Agreement are exclusive of sales or goods tax or any other relevant taxes and are payable in UK Pound Sterling. The Customer is responsible for payment of all applicable taxes. The subscriptions for Services purchased under an Order Form cannot be reduced during the relevant Service Term and cannot be cancelled prior to the end of the relevant Service Term.

2.6 If Cameramatics has not received payment within 30 days after the due date for payment, and without prejudice to any other rights and remedies it may have:

(a) Cameramatics may, without liability to the Customer, disable the Customer’s password, account and access to all or part of the Services and Cameramatics shall be under no obligation to provide any or all of the Services while the amount owing remains unpaid; and

(b) Any overdue or unpaid balances will be subject to a late payment fee of £100 after the due date has passed. In addition, unpaid balances over £1,000 will be subject to 3% interest per month, charged daily until the balance is paid.

3 Services

3.1 Cameramatics shall, during the Service Term, provide the Services to the Customer on and subject to the terms of this Agreement.

3.2 Cameramatics will provide on-line training, upgrades in software and mapping (upon availability) and technical support in accordance with Cameramatics’ support services policy (which are deemed to be incorporated in these Terms and which may be amended from time to time) as part of the Services at no additional cost to the Customer and in accordance with its policies in force from time to time.

4 Licence

4.1 In consideration of the Customer purchasing subscriptions for the Services in accordance with an Order Form and complying with the terms of an Authorization Agreement and the other terms of this Agreement, Cameramatics hereby grants to the Customer a non-exclusive, non-transferable licence to use the Software and IOT device(s) for the purpose of receiving the Services during the Service Term solely for the Customer’s internal business operations in the territory in which the Customer is located.

4.2 The Customer shall not, except to the extent expressly permitted under the Agreement, attempt to copy, modify, duplicate, create derivative works from, republish, download, display, transmit, reverse compile, disassemble, reverse engineer, or otherwise reduce to human-perceivable form or distribute all or any portion of the Software and/or associated documentation in any form or media or by any means.

5 Proprietary and Intellectual Property Rights

5.1 The Customer acknowledges and agrees that Cameramatics and/or its suppliers/licensors own all intellectual property rights and any other title or proprietary rights in the Services, including the IOT device(s) and Software. Except as expressly stated herein, this Agreement does not grant the Customer any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights, title, interest, or licences in respect of the Services, including the IOT device(s) and Software.

6 Third Parties

6.1 The Customer acknowledges that the Services may enable it to access third-party websites and that it does so entirely at its own risk and that Cameramatics shall have no obligation or liability to the Customer in that regard.

6.2 The Services may contain features designed to interoperate with third party applications. To use such features, the Customer may be required to obtain access to such third-party applications from their providers. If the provider of any such third-party application ceases to make the third-party application available for interoperation with the corresponding Services feature on reasonable terms, Cameramatics may cease providing such Services feature without entitling the Customer to any refund, credit, or other compensation. Cameramatics will have no liability to the Customer whatsoever in this event.

6.3 This Agreement does not confer any rights on any entity (including any group company of the Customer) which is not a party hereto.

7 Warranties

7.1 The provision of Services as contemplated herein requires the installation of IOT device(s) into Customer vehicles. Unless otherwise is stated in the Customer Contract, the physical IOT device(s) (the “IOT device(s)”) provided by the Supplier is placed at the Customer’s disposal and is the property of Cameramatics. All IOT device(s) delivery times and dates are approximate, but Cameramatics shall use its reasonable efforts to respect them. The parties shall each make commercially reasonable efforts to schedule and complete the installation of the IOT device(s) within 14 days from the date this Agreement is executed unless an alternate schedule is agreed upon in advance by both parties. Cameramatics shall not be liable for any loss or damage resulting from late delivery or installation. Should Customer not make reasonable efforts to make vehicles available to Cameramatics or its agent for installation of IOT device(s) within 60 days from the date of this Agreement, Cameramatics’ obligation to install such IOT device(s) shall expire, and any installation thereafter shall be subject to an additional installation fee of £100 per vehicle, in addition to all other fees due. Cameramatics’ inability to install such IOT device(s) in Customer vehicles due to unavailability of Customer vehicles shall not relieve Customer of its duty to pay Subscription Fees pertaining to such vehicle(s).

7.2 Cameramatics warrants that the Products supplied in connection with the Services will be free from defects for the duration of the Service Term (the “Warranty Period”). This applies to system devices but exclude IOT device(s) consumables. If the Products are defective within the Warranty Period, Cameramatics will repair or replace them within a reasonable period using components or replacements that are new, or equivalent to new in accordance with industry standards and practice. The Customer shall allow Cameramatics reasonable access to any relevant vehicle to affect such repairs or replacements.

7.3 The above remedy shall be the Customer’s sole and exclusive remedy and shall be in lieu of any other remedy available to the Customer at law or in equity in respect of any defective IOT device(s). Under no circumstances shall Cameramatics be responsible to the Customer or any third party for the loss of use of any vehicle during the Warranty Period or for any other indirect or consequential loss. The warranty under clause 7.2 shall be void and of no effect if failure of any Product or part thereof is due to damage caused by external force, accident, incorrect installation, misuse, modification, or repair by any unauthorised third party or by the Customer or the connection of the IOT device(s) to any third-party products not provided by Cameramatics.

7.4 Cameramatics:

(a) does not warrant that the Customer’s use of the Services will be uninterrupted or error-free, nor that the Services and/or the information obtained by the Customer through the Services will be accurate or meet the Customer’s requirements;

(b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services may be subject to limitations, delays, and other problems inherent in the use of such communications facilities;

(c) does not warrant that the Services will be merchantable or fit for any particular purpose or carried out with due skill, care, or diligence and any such warranties or similar warranties (whether implied under statute or otherwise) are hereby expressly excluded; and

(d) makes no warranties with respect to the content of any third-party information which it makes available to the Customer in the course of providing the Services.

8 Customer Obligations

8.1 The Customer shall provide Cameramatics with (i) all necessary co-operation in relation to this Agreement, (ii) all necessary and timely access to its premises and vehicles to enable Cameramatics to comply with its obligations in relation to the installation of the IOT device(s), and (iii) all necessary access to such information as may be required by Cameramatics in order to render the Services.

8.2 The Customer shall ensure that (i) only authorized users access the Services, (ii) usernames and passwords are protected from unauthorized use, (iii) it immediately notifies Cameramatics in respect of any suspected or actual breach of security or any unauthorized use, and (iv) its network and systems comply with the relevant specifications provided by Cameramatics from time to time.

8.3 If Cameramatics processes any personal data on the Customer’s behalf when performing Services under this Agreement, the Customer shall ensure that it remains the data controller in respect of such personal data and Cameramatics shall be a data processor in respect of such personal data. The Customer shall comply with all applicable data protection legislation in that regard. Cameramatics shall carry out the processing of any personal data only on and subject to the instructions of the Customer and in that regard Cameramatics agrees to take appropriate security measures.

8.4 Upon termination, the Customer is responsible at its own expense, immediately and at the latest within one month after the expiry of the service term (as defined in 1.1), to return IOT device(s) that is the Supplier’s property, cf. section 7.1, according to the instructions given by the Cameramatics.

8.5 In all cases of non-return of the IOT device(s) as provided herein, the Customer will be liable to reimburse Cameramatics per IOT device(s) according to the current lost/non-return IOT device(s) fee, within 14 days after the date of reimbursement invoice provided by Cameramatics.

9 Fair Usage

9.1 It is important to CameraMatics that all eligible CameraMatics customers are able to access our Services. Accordingly, we have devised a Fair Use Policy which applies to usage of the CameraMatics services. We reserve the right to vary the terms of the Fair Use Policy from time to time.

9.2 CameraMatics may rely on the Fair Use Policy where your usage of CameraMatics Services is unreasonable as defined below.

Unreasonable Use:

It is unreasonable use of CameraMatics Services where your use of CameraMatics Services is reasonably considered by CameraMatics to be fraudulent or to adversely affect the CameraMatics Network or other CameraMatics customers’ use of or access to a CameraMatics Service or Network.
Among other things, “fraudulent use” includes usage of the SIM for non-contracted purposes or installation into a different device.

9.3 Unlimited SIM Data usage is subject to a Fair Use Policy of an average of 250mb per vehicle per month across the individual customer vehicle base. Should the individual customer vehicle base exceed an average of 250mb per vehicle, CameraMatics reserves the right to bill excess usage at 2 pence per mb if deemed appropriate.

10 Indemnity

10.1 Cameramatics shall, subject to clause 9.2, defend the Customer, its officers, directors and employees against any claim that the Services infringe any patent, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that (i) Cameramatics is given prompt notice of any such claim, (ii) the Customer provides reasonable co-operation to Cameramatics in the defence and settlement of such claim, at Cameramatics’ expense, and (iii) Cameramatics is given sole authority to defend or settle the claim.

10.2 In no event shall Cameramatics, its employees, agents and sub-contractors be liable to the Customer under clause 9.1 to the extent that the alleged infringement is based on (i) a modification of the Services by anyone other than Cameramatics, or (ii) the Customer’s use of the Services in a manner contrary to the instructions given to the Customer by Cameramatics or in breach of this Agreement, or (iii) the Customer’s use of the Services after notice of the alleged or actual infringement from Cameramatics or any appropriate authority.

10.3 The foregoing sets out the Customer’s sole and exclusive rights and remedies, and Cameramatics’ entire liability for infringement of any third-party patent, copyright, trademark, database right or right of confidentiality.

10.4 The Customer shall defend, indemnify and hold harmless Cameramatics against any third-party claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with (i) any data inputted by the Customer to Cameramatics’ systems, or (ii) the Customer’s breach of this Agreement.

11 Price Change

11.1 Cameramatics may unilaterally adjust the price corresponding to any increased purchasing costs or costs to subcontractors, for example to providers of mobile data and/or map services, compared with the time of entering into the Customer Contract. Such change can take place with 1 months’ prior written notice (also electronically or via electronic means) to the Customer.

11.2 Cameramatics may at any time and without prior notice adjust the price agreed upon for a Service in accordance with changes in the general price level by using a recognised and commonly used index in the country where the Supplier has its registered business address or such index in Europe. Choice of index is the Supplier’s sole decision. Adjustment may take place at the earliest with effect from January the calendar year after the Effective Date.

12 Confidentiality

12.1 Each party undertakes that it shall not at any time during this Agreement, and for a period of five years after termination of this Agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as may be required by law, court order or any governmental or regulatory authority.

12.2 Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under this Agreement.

13 Liability

13.1 This clause sets out the entire liability of Cameramatics arising under or in connection with (i) any breach of this Agreement by Cameramatics, (ii) any representation, statement or tortious act or omission (including negligence) by Cameramatics, or (iii) any breach of statutory duty by Cameramatics.

13.2 Except as expressly and specifically provided in this Agreement:

(a) Cameramatics shall have no liability for any damage caused by errors or omissions in any information or instructions provided to Cameramatics by the Customer in connection with the Services, or any actions taken by Cameramatics at the Customer’s direction;

(b) all warranties, representations, conditions, and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and

13.3 Nothing in this Agreement excludes the liability of Cameramatics for death or personal injury caused by Cameramatics’ negligence or for fraud or fraudulent misrepresentation.

13.4 Subject to clause 11.2 and clause 11.3:

(a) Cameramatics shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect, or consequential loss, costs, damages, charges, or expenses however arising under this Agreement; and

(b) Cameramatics’ total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the total Subscription Fees paid by the Customer during the 12 months immediately preceding the date on which the claim arose.

13.5 Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, misrepresentation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement.

14 Term and Termination

14.1 This Agreement shall commence upon acceptance of an Order Form under clause 2.3 and unless otherwise agreed in the order form the service term of the Agreement shall be as stated in the order form (the “Initial Service Term”). The Agreement shall thereafter be automatically renewed for 12 months at a time (the “Renewal Term”), unless terminated in accordance with section

13.3. The Initial Service Term and any Renewal Term are hereinafter collectively referred to as the “Contract Period”.

14.2 Upon termination, Cameramatics shall stop providing the Service at the end of the Service Term. Cameramatics is entitled to payment throughout the Service Term regardless of whether the Customer uses the Service or not.

14.3 The Agreement in its entirety or specific Services only may be terminated by either Party in writing (e-mail) at least 3 months before the expiry of the Contract Period

14.4 Without prejudice to any other rights or remedies to which Cameramatics may be entitled, Cameramatics may terminate this Agreement without liability to the Customer if the Customer commits a material breach of any of the terms of this Agreement and (if such a breach is remediable) fails to remedy that breach within 10 business days of the Customer being notified in writing of the breach, or the Customer becomes the subject of a petition in insolvency or any other proceeding relating to insolvency, receivership, examinership or liquidation.

14.5 In the event of termination by the customer before the end of the service or renewal term, the Customer shall pay any unpaid fees covering the remainder of the Service Term under an Order Form or renewal term.

14.6 On termination of this Agreement for any reason:

(a) all licences granted under this Agreement shall immediately terminate;

(b) each party shall return and make no further use of any IOT device(s), Software, property, and other items (and all copies of them) belonging to the other party and the Customer permits Cameramatics to enter any premises or vehicles over which the Customer has control for the purposes of retrieval of such items belonging to Cameramatics; and

(c) the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.

15 Force Majeure

15.1 Cameramatics shall have no liability to the Customer under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement by acts of God, war, riot, civil commotion, embargo, strikes, fire, theft, delay in delivery of services of sub-contractors or sub-suppliers, shortage of labour or materials, confiscation or any other unforeseen event or any act or omission of the Customer (whether or not similar in nature to those specified) outside the reasonable control of Cameramatics.

16 Miscellaneous

16.1 This Agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover. No other terms shall apply to the sale of the IOT Device(s), including any standard conditions of purchase of Customer, even if they are printed on the written order of Customer or any other document issued by Customer.

16.2 Customer agrees (i) to allow a press release relating to this Agreement to be published within sixty (60) Business Days of the Effective Date and the parties agree that the text of such release must be approved in writing by both parties prior to any disclosure; (ii) to act as a reference client; and (iii) to grant permission and a license to allow CameraMatics to use Customer name and logo in its website and marketing material collateral.

16.3 Nothing in this Agreement is intended to or shall operate to create a partnership or joint venture between the parties or authorize either party to act as agent for the other.

16.4 Any notice to be given by either party for the purposes of the Agreement shall be sent by mail/email to the contact party whose details are set out in the Order Form. A notice delivered (i) by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9am on the first business day following delivery); (ii) correctly addressed notice shall be deemed to have been received at the time at which it would have been delivered in the normal course of post and (iii) by email shall be deemed to have been received at 9.00am on the next Business Day after transmission.

16.5 This Agreement may be executed manually or electronically in any number of counterparts, each of which when executed and delivered shall constitute an original of this Agreement, but all the counterparts shall together constitute the same agreement.

17 Assignment

17.1 The Customer shall not, without the prior written consent of Cameramatics, assign, transfer, charge, sub-contract, or deal in any other manner with all or any of its rights or obligations under this Agreement. Cameramatics may at any time assign, transfer, charge, sub-contract, or deal in any other manner with all or any of its rights or obligations under this Agreement.

18 Severance

18.1 If any court or competent authority finds that any provision of this Agreement (or part of any provision) is invalid, illegal, or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Agreement shall not be affected.

18.2 If any invalid, unenforceable or illegal provision of this Agreement would be valid, enforceable, and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid, and enforceable.

19 Governing Law and Jurisdiction

19.1 This Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the law of the United Kingdom, Scotland and Wales. The parties irrevocably agree that the courts of Ireland have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

20 Receipt of Terms and Conditions

By initialling below, the Customer confirms that it has read and agrees to these Terms.

Customer Initials