END USER LICENCE TERMS

In this Agreement (consisting of these Customer End User Terms): "Connecterra" means Connecterra BV; "Customer" means the registered end user of the Solution; "Solution" means the hardware, platform and services provided by Connecterra as described in the proposal; "Term" means the period for which you have licensed the Solution.

1.	LICENCE

1.1	Connecterra shall provide the Solution to the Customer during the Term (subject to payment of the relevant charges). Connecterra hereby grants to Customer a non-exclusive, non-transferable, worldwide license to use the Solution solely for the Customer’s own business purpose. 
1.2	The Customer shall not: (i) license, sublicense, sell, resell, transfer, assign, distribute or commercially exploit or make available the Solution to any third party in any way; (ii) modify or make derivative works based upon the Solution; (iii) reverse engineer the Solution; or (iv) access the Solution in order to build a competitive product or service. Any rights not granted to the Customer under this clause are reserved for Connecterra. Connecterra constantly seeks to improve the Solution and may make changes to the Solution from time to time without notice (provided that such changes do not materially detrimentally impact the functioning of the Solution).
1.3	Connecterra may terminate the licence granted under this Agreement if: (i) the Customer commits a material breach of its obligations under this Agreement and, in the case of a remediable breach, fails to remedy it within 30 days; (ii) where relevant, the reseller of the Solution to the Customer, notifies the Customer of the termination of its agreement with the Customer; or (iii) if the Customer is subject to a relevant insolvency or bankruptcy event.
1.4	Upon termination of this licence, the Customer shall immediately cease use of the Solution and shall return all hardware to Connecterra (or reseller, as relevant) within 15 days of such termination. 
1.5	The Customer shall indemnify and hold harmless Connecterra from and against all losses, damages, costs and expenses, claims, proceedings and liabilities and reasonable legal costs incurred by Connecterra arising out of or in connection with any breach by the Customer of any part of this clause 1.
1.6	For price plan B: The Customer is due a one-off payment of € 65 EUR per sensor for the installation of the product that is being charged immediate after signing the license agreement. This one-off payment is not subject to any refund after termination of the license agreement


2.	CUSTOMER RESPONSIBILITY

2.1	The Customer shall be responsible for its (and any of its personnel's use) of the Solution and any actions or inactions or damage arising from the same. In particular, the Customer shall ensure that all such use is in accordance with relevant laws and shall not: (i) interfere with or disrupt the integrity or performance of the Solution or the data contained therein; (ii) attempt to gain unauthorised access to the Solution or its related systems or networks; (iii) do or fail to do anything which would put Connecterra in breach of any applicable laws or codes of practice. 
2.2	It is the Customer's responsibility to check the Solution hardware for any visible problems or wear and tear and to cease use of the hardware in the event of any abnormalities or concerns. Customer is responsible for ensuring that there is a power supply and wired internet connection available at the premises where the base station is installed. 

3.	WARRANTIES

3.1	Each party represents and warrants that it has the legal power to enter into this Agreement. 

3.2	Where Customer is purchasing the Solution licence direct from Connecterra, in the event of any malfunction or other non-performance of the Solution, the Customer shall promptly inform Connecterra and Connecterra shall: (i) investigate the issue; and (ii) to the extent that the problem is caused by the Solution hardware, repair or provide replacement hardware within six weeks of notification of the problem (and the Customer shall not be required to pay any charges in respect of hardware that is materially non-performing whilst a repair or replacement is being sourced); and (iii) to the extent that such failure is within Connecterra's control, it shall promptly rectify such problem (and the Customer shall not be required to pay any charges in respect of such proportions of the Solution as are materially non-performing whilst such rectification is being undertaken). Customer acknowledges however that the performance of the Solution may be impacted by factors beyond Connecterra's control including power outages and the Customer shall not be entitled to a refund or non-payment of the charges in such a situation.

4.	LIMITATION OF LIABILITY AND REMEDIES

4.1	Nothing in this clause 4 shall limit either party’s liability for death or personal injury caused by such party’s negligence or for fraud.
4.2	Subject to clause 4.1, Connecterra shall not be liable in contract or tort (including negligence) for breach of any statutory duty or in any other way for: (i) any loss arising from or in connection with loss of revenues, profits, contracts or business or failure to realise anticipated savings; (ii) any loss of goodwill or reputation; (iii) any indirect or consequential losses, suffered or incurred by the Customer arising out of or in connection with this Agreement; (iv) loss arising from any claim made against the Customer by any other person; or (v) loss or damage arising from the Customer’s failure to fulfil its responsibilities or any matter under its control, including, without limitation, failure by the Customer to operate the hardware or other parts of the Solution in accordance with the instructions and recommended specifications provided with the hardware.
4.3	Subject to clauses 4.1 and 4.2, Connecterra’s aggregate liability arising from or relating to this Agreement shall not exceed the amounts actually paid by (and/or due from) the Customer to Connecterra (or applicable reseller) in respect of the Solution in the twelve month period immediately preceding the event giving rise to the claim.
4.4	The Solution may be subject to limitations, delays and other problems inherent in the use of the internet, radio networks, and electronic as well as geographic or atmospheric conditions or equipment failures and maintenance which are beyond the control of Connecterra. Connecterra is not responsible for delays, delivery failures or other damage resulting from such problem. Save as expressly set out in this Agreement, Connecterra makes no promise or representation of any kind as to the quality or fitness for purpose of the Solution, or that they will be error-free, meet the Customer’s requirements or be timely or secure. 
4.5	Connecterra shall not be liable for any use of any content or data derived from the Solution nor for any interruption, inaccuracy, error or omission.
4.6	Without prejudice to any other rights that it may have, Connecterra may suspend the Services or part thereof if: (i) required maintenance work is being carried out (although Connecterra shall seek to undertake any such maintenance in a manner and during such times that will minimise any adverse impact on the Customer); (ii) Connecterra does not receive full payment of any charges due (where relevant); or (iii) Connecterra has reasonable grounds to suspend that the Customer is in material breach of this Agreement.

5.	INTELLECTUAL PROPERTY, DATA AND DATA PROTECTION 

5.1	Connecterra shall own and retain all intellectual property rights in and to the Solution but grants the licence set out in clause 1 to the Customer.
5.2	The Customer shall own all intellectual property rights in data which is generated by the Customer or Connecterra in relation to the Customer whilst using the Service (“Data”). The Customer hereby grants Connecterra a perpetual, irrevocable, non-exclusive, royalty-free, worldwide licence to use the Data in order to provide the Services and to analyse such Data to enable Connecterra to: (i) enhance Connecterra’s analysis algorithms; (ii) conduct diagnostics analysis on the data to provide pro-active management; (iii) conduct research and development in respect of future service enhancements. For the avoidance of doubt, the licence granted above shall not include any personal data. Connecterra shall own all intellectual property rights and know how in any algorithms, data, statistics etc. that arise from Connecterra’s analysis of any data (including Data) derived from the Solution. 
5.3	To the extent that any Data constitutes personal data (as defined under relevant European law) or personal data is otherwise provided by the Customer to Connecterra, the Customer shall be the data controller in respect of such personal data and shall at all times ensure that it complies with relevant data protection legislation and: (i) Connecterra shall process such Data only in accordance with this Agreement or the Customer’s written instructions; (ii) Connecterra shall take such technical and organisational measures against unauthorised or unlawful processing of such Data and against accidental loss or destruction of, or damage to, such Data as are appropriate to the Customer as data controller; and (iii) Connecterra shall at all times take reasonable steps to ensure the reliability of those of its employees who have access to such Data held on behalf of Connecterra and shall use its best endeavours to ensure their compliance with the obligations set out in this clause.

6.	CONFIDENTIAL INFORMATION AND MARKETING

A party (the “Recipient”) receiving the confidential information of another party (the “Disclosing Party”) shall at all times: (i) keep confidential the Disclosing Party’s confidential information; (ii) only disclose the Disclosing Party’s confidential information to those of the Recipient’s employees, professional representatives or advisors as is strictly necessary for the purposes of this Agreement; (iii) not disclose the Disclosing Party’s confidential information to any other person without the Disclosing Party’s prior written consent; and (iv) use the Disclosing Party’s confidential information to the extent necessary to fulfil its obligations under this Agreement. These obligations do not apply to confidential information: (a) which the Recipient lawfully (and free of any obligations to keep such information confidential) had in its possession prior to the date of the relevant disclosure; (b) which the Recipient can show was in its own knowledge (and free of any obligations to keep such information confidential) prior to the date of the relevant disclosure; (c) which is lawfully in the public domain otherwise than as a result of a breach of this Agreement; or (d) to the extent that the Recipient is required to disclose such confidential information as a result of any legislation, order of any court or governmental body. 

7.	GENERAL

7.1	If a party (the “Non-Performing Party”) acting in good faith is unable to carry out any of its obligations under this Agreement due to a Force Majeure Event (being an act of God) this Agreement shall remain in effect but the Non-Performing Party’s relevant obligations and the relevant obligations of the other Party (the “Innocent Party”) owed to the Non-Performing Party under this Agreement shall be suspended for a continuous period equal to the duration of the Force Majeure Event provided that: (i) the suspension of performance is of no greater scope than is required by the Force Majeure Event; (ii) the Non-Performing Party gives the Innocent Party prompt notice describing the circumstance of the Force Majeure Event, including the nature of the occurrence and its expected duration, and continues to furnish regular reports with respect thereto during the period of the Force Majeure Event; and (iii) the Non-Performing Party uses all reasonable efforts to remedy its inability to perform and to mitigate the effects of the circumstance of the Force Majeure Event.
7.2	Notices under this Agreement shall not be valid unless in writing. In the absence of earlier receipt, any notice served under this Agreement shall be deemed to have been duly served as follows: (i) if delivered personally, on delivery; (ii) if sent by first class inland post, at 9.30 am on the second Business Day (meaning a day that is not a weekend or bank holiday in the City of London) after the date of posting; (iii) if sent by email, on delivery, in each case provided that any notice served under this Agreement on a day which is not a Business Day or at any time after 5.30 pm on a Business Day shall be deemed to be served at 9.30 am on the next Business Day.
7.3	This Agreement: (i) does not constitute either party being the agent of the other, or create a partnership, joint venture or similar relationship between the parties and neither party shall have the power to bind the other or to create a liability against the other in any manner or for any other purpose whatsoever other than as expressly provided for herein.  The parties shall act in all respects as independent contractors; (ii) sets out the entire understanding between the parties as to the subject matter of this Agreement and supersedes and replaces all previous agreements between the parties, whether oral or written as to the subject matter hereof and  each party acknowledges and agrees that in entering into this Agreement it has not relied on any undertaking, promise, assurance, statement, representation, 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. Nothing in this clause shall operate or limit either party's liability for fraud.
7.4	No failure or delay by either party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise by either party of any right, power or privilege preclude any further exercise thereof or the exercise of any other right, power or privilege. No variation of this Agreement shall be effective unless made in writing and signed by both of the parties.
7.5	If any provision or part of a provision of this Agreement shall be, or found by any authority or court of competent jurisdiction to be, invalid, or unenforceable, such invalidity or unenforceability shall not affect the other provisions or parts of such provisions of this Agreement, all of which shall remain in full force and effect. 
7.6	Save as expressly set out herein, neither party may assign, transfer, charge, sub-license or deal in any other manner with this Agreement, nor sub-contract any of its obligations hereunder without the other party's prior written consent, not to be unreasonably withheld or delayed.
7.7	Except insofar as this Agreement expressly provides that a third party may in his own right enforce a term of this Agreement, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from under that Act. If any person who is not a party is stated to have the right to enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999, the parties may rescind or vary the Agreement and any documents entered into pursuant to it without the consent of that person.
7.8	The validity, construction and performance of this Agreement (and any claim, dispute or matter arising under or in connection with it or its enforceability) shall be governed by and construed in all respects in accordance with the law of England and Wales. Each Party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales over any claim, dispute or matter arising under or in connection with this Agreement or its enforceability, and waives any objection to proceedings in such courts on the grounds of venue or on the grounds that proceedings have been brought in an inconvenient forum.

We hereby confirm our understanding of, and agreement to the terms of these End User Licence Terms.

Authorised signatory on behalf of [Company name]

Signature:

Name:

Title:

Date: