This offer is issued by [●], a company incorporated under the laws of [●] in the United Arab Emirates, holding registration or licence number [●] and having its registered office at [●] (the “Service Provider”).
The Service Provider offers access to the Software on the terms set out in this offer, including Schedule 1 (the “Terms”).
These Terms govern access to an experimental software platform intended to support the automation of administrative and operational processes relating to the management of motor vehicle fleets, including the processing of information and communications through artificial intelligence agents, together with the interfaces, documentation and updates made available by the Service Provider in connection with that platform (the “Software”).
The Software is provided on an “as is” and “as available” basis for business use and testing.
By accepting these Terms in accordance with clause 1, the Client expressly agrees to those provisions and to the arbitration agreement in clause 17.
1. FORMATION OF THE AGREEMENT
1.1 These Terms constitute a standing offer to any legal entity or other business undertaking which the Service Provider has invited or approved to access the Software. They are not offered to persons acting for personal, family or household purposes. The business identified during registration or in the relevant invitation is the “Client”. The Service Provider and the Client are each a “Party” and together the “Parties”.
1.2 A binding agreement comprising these Terms (the “Agreement”) is formed when an authorised representative of the Client, having been given access to a downloadable or otherwise retainable copy of these Terms, selects the acceptance control presented by the Service Provider or sends an express written acceptance identifying the applicable version. Access shall not be activated before such acceptance. A separate handwritten signature is not required.
1.3 The person accepting these Terms represents that they have authority to bind the Client, including authority to enter into the arbitration agreement in clause 17. The Client shall provide accurate information identifying its business and its representative, shall promptly update that information and shall supply reasonable evidence of authority upon request. The Service Provider may withhold or suspend activation pending verification.
1.4 The Service Provider may retain the version of these Terms accepted by the Client, the acceptance timestamp and the identifying information and technical records associated with acceptance. Those records may be relied upon as evidence of the Agreement, without being conclusive in the event of manifest error.
2. PURPOSE AND EXTENT OF ACCESS
2.1 Subject to the Agreement, the Service Provider shall make the enabled portions of the Software available to the Client for its internal business use and participation in evaluation and testing. In consideration of that access, the Client undertakes to perform the testing obligations in clause 4 and grants the rights expressly set out in the Agreement.
2.2 The Client receives a limited, non-exclusive, non-transferable and non-sublicensable right to access and use the Software during the term of the Agreement, solely through the access methods, accounts and integrations authorised by the Service Provider. No ownership interest in the Software is transferred to the Client.
2.3 The functionality, capacity, integrations and access limits available to the Client shall be those actually enabled by the Service Provider. Demonstrations, discussions, product descriptions and development plans do not constitute commitments to deliver particular functionality, achieve specified results or release a commercial version. The Service Provider may modify or withdraw functionality subject to clauses 14 and 16.
2.4 The Agreement does not appoint the Service Provider as the Client’s fleet operator, employer, payment services provider, debt collection representative, legal adviser or agent. The Service Provider does not take custody of funds or acquire authority to enter into transactions on the Client’s behalf merely by providing access to the Software.
3. ACCOUNTS AND AUTHORISED USERS
3.1 The Client may permit its employees and individual contractors who require access for the purposes of the Agreement to use the Software (the “Authorised Users”). The Client shall ensure that each Authorised User is bound by obligations consistent with the Agreement and shall be responsible for their acts and omissions in connection with the Software as if they were the Client’s own acts and omissions.
3.2 The Client shall maintain appropriate access controls, restrict permissions to those necessary for the relevant task, protect authentication credentials and promptly revoke access when it is no longer required. Credentials may not be shared between unrelated businesses. The Client shall promptly notify the Service Provider of suspected unauthorised access or compromise and shall cooperate in containing the incident.
3.3 The Client shall provide and maintain the equipment, connectivity, accounts, permissions and compatible third party services required for its use of the Software. The Service Provider does not warrant compatibility with any particular third party service or continued availability of any integration.
4. PARTICIPATION IN TESTING
4.1 The Client shall participate diligently in reasonable testing activities notified by the Service Provider, evaluate the operation of the Software in the Client’s permitted environment and provide reasonably requested observations, defect reports and feedback. The Client shall promptly report material malfunctions, suspected security vulnerabilities and materially incorrect or unauthorised actions.
4.2 Within five Business Days following the end of its participation, or within another period agreed in writing, the Client shall provide a written report describing its testing results and material observations. For the purposes of the Agreement, a “Business Day” is a day other than Saturday, Sunday or a public holiday in Dubai, United Arab Emirates.
4.3 The Client shall provide relevant diagnostic information and logs reasonably necessary to investigate a reported issue, subject to applicable law, confidentiality obligations and data minimisation. The Client shall not provide credentials, unnecessary personal data or information which it is not entitled to disclose. The Service Provider is not obliged to implement feedback or remedy any particular defect.
4.4 The Client shall bear its own participation costs. Participation does not entitle the Client to compensation, exclusivity, procurement rights, a share in intellectual property or a commitment to future services.
5. SERVICES SUPPLIED BY THIRD PARTIES
5.1 The Software uses artificial intelligence agents and may require connections to artificial intelligence models, application programming interfaces, routing platforms or related services supplied by third parties (the “Third Party AI Services”). Other external services, including hosting, communications and data platforms, and the Third Party AI Services are collectively referred to as “Third Party Services”.
5.2 The Client shall obtain and maintain in its own name, or under another valid authorisation, the accounts, subscriptions, application programming interface keys and permissions required for its selected Third Party AI Services. The Client shall independently select suitable services and models and shall ensure that its subscription and applicable permissions permit the intended commercial use, automated access, agent operation and processing of the relevant data.
5.3 The Client is solely responsible for reviewing and complying with the applicable terms, acceptable use policies, model conditions, geographic restrictions and account requirements of its Third Party Services, including the conditions imposed by underlying model suppliers accessed through a routing platform. The Service Provider does not grant rights under those conditions and does not undertake to monitor them or advise the Client of changes.
5.4 By connecting an account or key, the Client authorises the Service Provider to use the relevant credentials solely as necessary to operate the connection and perform the Agreement. The Client shall use appropriately restricted credentials, establish expenditure and usage controls where available and rotate or revoke compromised credentials. The Service Provider shall protect credentials under its control using appropriate security measures and shall not use them for unrelated purposes.
5.5 Subject to clause 12.1 and any other mandatory legal restriction, the Service Provider shall have no liability for the suspension, restriction, blocking or termination of a Third Party Service, account, key or model, or for a third party’s changes to its conditions, pricing, availability or technical interfaces. This allocation includes resulting interruption, loss of functionality and loss of unused third party credits. The Service Provider is not obliged to obtain an alternative account, replace credits, procure reinstatement or challenge a third party’s decision.
5.6 The Service Provider may, at its discretion, provide general connection or usage instructions. Such instructions are informational, do not constitute a representation that a third party permits the Client’s intended use and do not replace the Client’s independent review of the applicable conditions. The Client shall not follow an instruction which would breach applicable law or those conditions. The Service Provider does not undertake to provide or update instructions or to ensure that they prevent suspension or blocking.
5.7 The Client shall pay all charges imposed by its Third Party Services, including charges generated by automated, repeated, unsuccessful or erroneous model calls, subject to any liability which cannot lawfully be excluded under clause 12.1. The Service Provider does not guarantee the effectiveness of third party spending limits. The Client shall monitor consumption and promptly disable a connection if abnormal expenditure or activity occurs.
5.8 The Client acknowledges that operating a selected connection may transmit relevant prompts, communications, data and outputs to the suppliers and underlying models involved in that connection. The Client shall assess their retention, training, security and transfer conditions and shall configure available privacy controls before use. Where the Service Provider appoints a supplier as its own sub-processor, its obligations under Schedule 1 shall continue to apply.
6. ARTIFICIAL INTELLIGENCE AND OPERATIONAL RESPONSIBILITY
6.1 The Client acknowledges that artificial intelligence outputs and automated actions may be inaccurate, incomplete, misleading, inappropriate, non-unique or inconsistent. The Software may misunderstand instructions, generate unsupported information, duplicate or omit actions, or act outside the Client’s intended scope as a result of error or malicious content. Outputs do not constitute professional advice or an authoritative determination of any fact, entitlement or obligation.
6.2 The Client shall independently verify outputs, source data and proposed actions before relying upon them. The Client shall determine and supervise the permissions, instructions, communication rules and operating limits applicable to its use of the Software. Enabling an automated function constitutes the Client’s instruction to perform actions within the configured scope and does not transfer responsibility for the Client’s business decisions to the Service Provider.
6.3 The Client shall maintain effective human oversight and shall approve the relevant instructions, data sources and communication parameters before enabling an automated workflow. The Client shall require specific prior human approval for actions which create or vary contractual obligations, initiate payments, commence formal debt enforcement or produce significant legal or similarly significant effects on an individual. If the available controls are insufficient, the Client shall not enable that use. The Client shall not rely solely on the Software to determine the existence or amount of a debt or an individual’s eligibility or legal rights.
6.4 The Client shall remain responsible for the lawfulness, accuracy and appropriateness of communications and instructions issued through its accounts, including any required disclosures concerning automated communications, marketing permissions, debt recovery restrictions and rights of recipients. The Client shall maintain an effective process for complaints, corrections, cessation requests and human review.
6.5 The Client shall test proposed configurations in a controlled environment before deployment, maintain independent records and backups, and retain a practical means of stopping automated activity and continuing essential operations. The Software shall not be used for vehicle control, emergency response or any purpose in which its failure could reasonably be expected to endanger life or physical safety.
7. RESTRICTIONS AND COMPLIANCE
7.1 The Client shall use the Software only for lawful purposes and in compliance with applicable laws, third party rights and the Agreement. The Client shall obtain all licences, registrations, consents and other permissions required for its business activities and communications.
7.2 Except to the extent that applicable law expressly prevents the restriction, the Client shall not copy, modify, reverse engineer, decompile or derive source code from the Software; sell, rent, sublicense or make it available as a service to third parties; circumvent access controls or usage restrictions; or use non-public information obtained through access to develop or assist a competing product.
7.3 The Client shall not introduce malicious code, attempt unauthorised access, interfere with the Software, conduct security testing without prior written authorisation, or use the Software to facilitate unlawful surveillance, discrimination, deception, harassment or unsolicited communications. The Client shall not circumvent a third party’s restrictions, suspension or prohibition by using replacement accounts or credentials.
7.4 Each Party shall comply with sanctions, export control and anti-bribery laws applicable to its performance. The Client shall not provide access to a person or in a territory where doing so would breach those laws or applicable restrictions lawfully imposed by a Third Party Service.
8. CHARGES
8.1 Access for testing shall be provided without a fee payable to the Service Provider unless the Parties expressly agree otherwise in a separate written order or other written agreement identifying the charges. The Client’s obligations concerning Third Party Service charges and its own costs shall apply irrespective of whether access to the Software is free of charge.
8.2 The Service Provider shall not automatically convert free access into paid access. Any paid continuation requires the Client’s express agreement to the applicable charges and payment conditions. An agreed payment obligation is not conditional upon the Client achieving a business result.
9. DATA AND INTELLECTUAL PROPERTY
9.1 As between the Parties, the Client retains its rights in the information, content and materials submitted by or on behalf of the Client and in outputs generated specifically from those materials, to the extent that rights in such outputs exist and may lawfully be allocated to the Client (the “Client Data”). The Client Data excludes the Software, the Service Provider’s underlying technology and materials independently developed by the Service Provider.
9.2 The Client grants the Service Provider a non-exclusive right to host, copy, transmit and otherwise process Client Data to the extent necessary to provide, secure, support and test the Software and perform the Agreement. The Service Provider may make Client Data available to its authorised personnel and suppliers only for those purposes and subject to applicable confidentiality and data protection obligations. This clause does not authorise general-purpose model training using identifiable Client Data.
9.3 The Client represents and warrants that it has the rights and lawful grounds required to supply Client Data, issue processing instructions and permit the connected services and intended communications. The Client shall maintain the accuracy of Client Data and shall not submit special category personal data, criminal records, full payment card details, account passwords or information subject to a special statutory secrecy regime without a separate written agreement establishing appropriate safeguards.
9.4 The Service Provider and its licensors retain all rights in the Software, its architecture, workflows, configurations of general application, documentation, improvements and related intellectual property. The Client grants the Service Provider a perpetual, irrevocable, worldwide, transferable, sublicensable and royalty-free right to use and incorporate voluntarily supplied suggestions, testing observations and feedback. That right excludes ownership of underlying Client Data and does not override confidentiality or personal data restrictions.
9.5 The Service Provider may collect technical and usage information for operating, securing and improving the Software. It may use aggregated information for product development only where that information does not identify, and cannot reasonably be used to identify, the Client or any individual. Any personal data processing remains subject to clause 10 and Schedule 1.
10. CONFIDENTIALITY AND PERSONAL DATA
10.1 Each Party shall keep confidential non-public technical, commercial and operational information disclosed by the other Party in connection with the Agreement which is identified as confidential or should reasonably be understood to be confidential. The Software’s non-public functionality, security information, test results and evaluation reports constitute the Service Provider’s confidential information. Client Data constitutes the Client’s confidential information.
10.2 A receiving Party shall use confidential information only to perform or exercise rights under the Agreement, protect it with reasonable care and disclose it only to personnel, professional advisers and suppliers who require it for that purpose and are subject to appropriate confidentiality obligations. Disclosure to the Client’s connected Third Party Services is permitted only to the extent authorised by the Client and consistent with applicable data protection obligations.
10.3 Confidentiality obligations do not apply to information which the receiving Party can demonstrate was lawfully known without restriction, becomes public without breach, is independently developed or is lawfully obtained from an unrestricted third party. A Party may disclose information where required by law or a competent authority, provided that it gives prior notice where lawful and limits disclosure to what is required.
10.4 The Client shall not publish or disclose test results, performance comparisons, screenshots revealing non-public functionality or evaluation reports without the Service Provider’s prior written consent, except as permitted by clause 10.3 or for confidential professional advice. Neither Party may use the other Party’s name or marks in publicity without prior written consent.
10.5 Confidentiality obligations shall continue for five years after termination. Protection of trade secrets shall continue for so long as the information remains a trade secret. Obligations concerning personal data shall continue for as long as required by applicable law.
10.6 Each Party shall comply with data protection laws applicable to its activities. Where the Service Provider processes personal data on the Client’s behalf, Schedule 1 shall apply. The Service Provider shall process account administration, acceptance records, security records and legal compliance information as an independent controller only to the extent necessary for those purposes and in accordance with an applicable privacy notice. No contractual allocation relieves either Party of its own mandatory statutory duties.
11. EXPERIMENTAL STATUS AND DISCLAIMERS
11.1 Subject to clause 12.1, the Software and any related assistance are supplied on an “as is”, “as available” and “with all faults” basis. The Client acknowledges the experimental nature of the Software and the possibility of defects, interruption, data loss and changes in functionality. The Service Provider does not warrant uninterrupted or error-free operation, accuracy, fitness for a particular purpose, satisfactory quality, non-infringement, compatibility or achievement of any business outcome.
11.2 To the fullest extent permitted by applicable law, all representations, warranties, conditions and other terms implied by statute, common law or otherwise are excluded. No statement in documentation, a demonstration, instructions or a communication creates an additional warranty unless an authorised representative of the Service Provider expressly agrees to it in a signed written amendment.
11.3 No service level, minimum availability, response time, recovery time, support obligation or obligation to continue development applies unless separately agreed in writing. The Software may depend on experimental configurations and external hosting and other infrastructure. The Service Provider does not guarantee the continuity of those dependencies or the restoration of data from backups.
11.4 The Client shall independently assess suitability and maintain alternative operational arrangements. Nothing in this clause removes an express obligation under Schedule 1 or any obligation which applicable law does not permit to be excluded.
12. LIMITATION OF LIABILITY
12.1 Nothing in the Agreement excludes or limits liability for fraud or fraudulent misrepresentation, deliberate misconduct by the liable Party, death or personal injury caused by negligence, or any other liability which applicable law prohibits the Parties from excluding or limiting. Nothing limits the rights of an individual or regulator where those rights cannot lawfully be limited by contract.
12.2 Subject to clause 12.1, the Service Provider shall not be liable for loss of profit, revenue, anticipated savings, business opportunities, goodwill or reputation; business interruption; loss, corruption or unavailability of data; or indirect or consequential loss. The specified categories of loss are excluded whether direct or indirect and whether or not the possibility of the loss was foreseeable or notified.
12.3 Subject to clause 12.1, the total aggregate liability of the Service Provider and its personnel, affiliates and suppliers arising out of or in connection with the Agreement shall not exceed the greater of USD 1,000 and the fees actually paid by the Client to the Service Provider for the Software during the twelve months preceding the first event giving rise to liability. Charges paid to Third Party Services are excluded from that calculation. This is a single aggregate cap for the Agreement and is not a separate cap for each event or claim.
12.4 Clauses 5.5, 11 and 12 apply to claims in contract, tort, including negligence, misrepresentation, breach of statutory duty, restitution or otherwise, subject always to clause 12.1. Related claims and claims made by or through Authorised Users shall not increase the aggregate cap. The Client shall take reasonable steps to mitigate any loss.
12.5 The limitations reflect the experimental purpose of the Software, the absence or limited amount of access fees and the Client’s ability to control its deployment and maintain alternative arrangements. Each exclusion and limitation is a separate provision and applies only to the extent permitted by applicable law.
12.6 The Client acknowledges that the Software is a tool intended to support its business activities and that neither the Service Provider nor any person involved in the development or provision of the Software guarantees any improvement in the Client’s business performance, profitability, revenue, operating costs, efficiency or other commercial indicators. The Client shall independently assess the suitability of the Software, evaluate its outputs and draw its own conclusions. The Client shall remain responsible for its business decisions, operational practices and implementation of any recommendations or actions generated through the Software. The availability of any output or recommendation shall not constitute an assurance that following it will produce a particular result. Subject to clause 12.1 and to the fullest extent permitted by applicable law, neither the Service Provider nor its affiliates, developers, licensors, suppliers or personnel shall be liable for any deterioration in the Client’s business performance, failure to achieve anticipated results, reduction in revenue or profitability, increase in costs or other adverse commercial consequences arising out of or in connection with the use of, reliance upon or inability to use the Software. The Client shall not be entitled to damages, compensation, reimbursement or any other monetary relief merely because its business performance has deteriorated or its commercial expectations have not been met.
13. CLIENT INDEMNITIES
13.1 The Client shall indemnify the Service Provider and its personnel against third party claims and resulting liabilities, damages, settlements and reasonable legal costs to the extent arising from the Client’s breach of clauses 5.2, 5.3, 6, 7 or 9.3, infringement of third party rights by Client Data, or unlawful communications or business activities conducted by or on behalf of the Client through the Software. Any indemnity for a regulatory fine or penalty applies only to the extent legally permissible.
13.2 The indemnity shall not apply to the extent that a claim results from the indemnified person’s fraud, deliberate misconduct, negligence or breach of the Agreement. The Service Provider shall give reasonably prompt notice of a claim, provide reasonable cooperation at the Client’s expense and allow the Client to control the defence using suitably qualified advisers. The Service Provider may participate at its own expense and may assume control where required by law or where a material conflict of interest exists.
13.3 The Client shall not settle a claim in a manner which admits fault by, imposes a non-monetary obligation on or fails fully to release an indemnified person without that person’s prior written consent, which shall not be unreasonably withheld. Failure to give prompt notice shall reduce the indemnity only to the extent that the delay materially prejudices the defence.
14. SUSPENSION AND CHANGES TO THE SOFTWARE
14.1 The Service Provider may immediately suspend or restrict access, disconnect an integration or disable an automated function where it reasonably considers this necessary because of a material breach, suspected unlawful activity, a security risk, abnormal usage, a third party restriction or a legal requirement. Where lawful and practicable, the Service Provider shall notify the Client of the reason and any reasonable remediation steps.
14.2 The Service Provider may carry out maintenance and implement updates, including changes required for security, legal compliance or third party compatibility. Where reasonably practicable, it shall provide advance notice of changes which materially reduce the enabled functionality. A material withdrawal of access for convenience shall be subject to the seven-day notice period in clause 15.2.
14.3 Suspension shall not oblige the Service Provider to restore a connection which cannot lawfully or securely be maintained. Suspension does not itself terminate the Agreement or relieve the Client of accrued obligations. Any paid fees shall be dealt with under the applicable written payment agreement and any mandatory law.
15. TERMINATION AND CONSEQUENCES
15.1 The Agreement shall commence on acceptance under clause 1.2 and continue until the end date specified in an accepted written invitation or order, or until terminated under this clause. If no end date is specified, the Agreement shall continue until terminated. No minimum period of availability is promised.
15.2 Either Party may terminate the Agreement for convenience by giving seven calendar days’ written notice. The Client may cease using the Software and disconnect its own credentials at any time. The Service Provider may terminate immediately for a material breach which is incapable of remedy, for a remediable material breach not remedied within five Business Days after notice, or where continued performance would breach applicable law or binding third party restrictions.
15.3 Upon termination, the Client’s access rights shall end, the Client shall cease using the Software, revoke credentials connected for that purpose and cease representing any continuing entitlement to access. The Client shall submit the report required by clause 4.2 and pay any accrued amounts. The Service Provider may disable access and delete Client Data in accordance with Schedule 1 and applicable law.
15.4 The Client shall maintain its own records throughout the term and request any available export before access ends. Where reasonably practicable and legally permissible, the Service Provider shall permit a requested export of retrievable Client Data for up to thirty days after termination, without being required to operate unsafe or unlawful functionality. Personal data return and deletion rights under Schedule 1 shall not depend upon the availability of the ordinary user interface.
15.5 Termination shall not affect accrued rights. Clauses concerning accrued payments, intellectual property, confidentiality, data protection, disclaimers, liability, indemnities, dispute resolution and any other provision intended to survive shall continue in force to the extent applicable.
16. NOTICES AND AMENDMENTS
16.1 Notices to the Service Provider shall be sent to [●]. Notices to the Client shall be sent to the business email address supplied during registration or subsequently notified in writing. Contractual notices may be given by email and shall be treated as received on the next Business Day after transmission, provided that the sender has not received a failure notification. Formal arbitration and court communications remain subject to applicable procedural rules.
16.2 The Service Provider may propose revised Terms by providing the text or a retainable link and at least fourteen calendar days’ notice before the proposed effective date. A material change, including a change to liability allocation, charges or dispute resolution, requires the Client’s express acceptance before it applies. If the Client declines, the existing Terms shall continue until the Agreement is terminated under clause 15.
16.3 A non-material administrative amendment may take effect on the notified date if the Client continues to use the Software after that date. Changes required immediately by mandatory law may take effect to the extent required by that law upon notice. No amendment shall retrospectively affect an accrued claim or an existing dispute.
17. GOVERNING LAW AND ARBITRATION
17.1 The Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by the laws of England and Wales. The arbitration agreement in this clause 17 shall also be governed by the laws of England and Wales, without displacing any mandatory procedural law applicable at the seat of arbitration.
17.2 The Parties shall seek in good faith to resolve a dispute through negotiations for thirty calendar days after a written dispute notice. This requirement shall not prevent a Party from seeking urgent relief or commencing arbitration to preserve a limitation period, and shall not affect the validity or jurisdiction of the arbitration agreement.
17.3 Any dispute, controversy or claim arising out of or in connection with the Agreement, including any question concerning its existence, formation, validity, interpretation, performance, breach or termination and any related non-contractual obligation, shall be finally resolved by arbitration administered by the Dubai International Arbitration Centre under the DIAC Arbitration Rules in force when the arbitration is commenced, which are incorporated into this clause by reference.
17.4 The seat, or legal place, of arbitration shall be the Dubai International Financial Centre, Dubai, United Arab Emirates. The tribunal shall consist of one arbitrator appointed in accordance with the applicable DIAC Arbitration Rules. The language of the arbitration shall be English. The award shall be final and binding upon the Parties.
17.5 Either Party may apply to an emergency arbitrator or a court of competent jurisdiction for interim or conservatory relief and may seek recognition or enforcement of an award in any competent jurisdiction. Such an application shall not constitute a waiver of the arbitration agreement. The Parties shall preserve the confidentiality of the proceedings and award, except as necessary for legal advice, compliance with law, or protection, challenge, recognition or enforcement of legal rights.
18. GENERAL PROVISIONS
18.1 The Agreement constitutes the entire agreement concerning its subject matter and supersedes prior discussions and representations on that subject. Subject to clause 12.1, each Party acknowledges that it has not relied on any representation or assurance which is not set out in the Agreement. Any restriction of a remedy for misrepresentation applies only to the extent permitted by applicable law.
18.2 The Client shall not assign, transfer or otherwise dispose of its rights or obligations without the Service Provider’s prior written consent. The Service Provider may assign rights and transfer the Agreement to an affiliate or a successor to the relevant business upon written notice, provided that the successor assumes the corresponding obligations and the transfer does not materially diminish the Client’s contractual rights. Any transfer of personal data remains subject to applicable law.
18.3 The Service Provider may use subcontractors, subject to its express confidentiality and data protection obligations and without relieving it of obligations which it cannot lawfully delegate. A failure or delay in exercising a right shall not constitute a waiver. Any waiver must be in writing and applies only to the matter expressly identified.
18.4 If a provision is held invalid or unenforceable, it shall be severed to the extent necessary, and the remaining provisions shall continue in effect. A Party shall not be liable for delay or failure caused by circumstances beyond its reasonable control, subject to clause 12.1 and without excusing accrued payment obligations or mandatory data protection duties. The affected Party shall notify the other Party and take reasonable steps to mitigate the effects.
18.5 Nothing creates a partnership, joint venture, employment or agency relationship between the Parties. Except that the persons protected by clauses 12 and 13 may enforce those provisions under the Contracts (Rights of Third Parties) Act 1999 subject to clause 17, no person other than a Party may enforce the Agreement under that Act. The Parties may vary or terminate the Agreement without the consent of any such person.
18.6 If documents conflict, a separately executed data processing agreement shall prevail for its subject matter, followed by Schedule 1 for personal data processing, a written order only to the extent that it expressly identifies and varies a provision of these Terms, and then the remaining Terms. Client purchase conditions shall not apply unless expressly accepted in a signed writing by the Service Provider. The English language version of the Agreement shall prevail over any translation.
SCHEDULE 1
PERSONAL DATA PROCESSING
This Schedule forms part of the Agreement and applies to personal data processed by the Service Provider on behalf of the Client. “Applicable Data Protection Law” means the personal data protection laws applicable to that processing. References to controllers, processors, personal data, processing and personal data breaches shall have the meanings assigned by that law.
1. The Client shall act as controller, and the Service Provider shall act as processor. Where the Client acts as processor for another controller, the Service Provider shall act as sub-processor, and the Client warrants that it has obtained all necessary authorisations. The Client determines the purposes and lawful grounds of processing and retains the rights and obligations of a controller, including issuing lawful instructions and responding to individuals.
2. Processing concerns the provision and testing of the Software throughout the Agreement and the limited return or deletion period thereafter. The permitted operations are collection, recording, organisation, hosting, retrieval, analysis, generation of outputs, transmission through authorised connections, support and deletion. The purpose is to support the Client’s permitted fleet management activities and evaluate the Software under the Client’s instructions.
3. Data subjects may include the Client’s representatives, personnel, drivers, prospective drivers and other persons communicating with the Client. Data may include identification and contact information, business communications, vehicle and contractual references, payment status and transaction references, relevant account identifiers and usage records. The Client shall limit processing to the data reasonably necessary for the configured functions. Data restricted by clause 9.3 shall not be submitted without the required separate agreement.
4. The Service Provider shall process personal data only on the Client’s documented lawful instructions, including the Agreement, authorised configurations and subsequent written instructions, unless processing is required by applicable law. In that event, it shall inform the Client before processing unless legally prohibited. It shall promptly inform the Client if an instruction appears to infringe Applicable Data Protection Law and may suspend the affected processing while the matter is resolved. The Client shall not instruct general-purpose model training using this personal data under this Schedule.
5. The Service Provider shall ensure that persons authorised to process personal data are subject to confidentiality obligations and shall implement appropriate technical and organisational measures proportionate to the nature, scope, context and risks of processing. Those measures shall address access restrictions, credential protection, secure transmission, isolation of Client information, vulnerability and incident management, retention controls and periodic review. Specific safeguards shall be documented and made available to the Client before personal data processing begins. Experimental status does not remove these obligations.
6. The Client gives general written authorisation for the use of sub-processors identified to it before processing begins. The Service Provider shall disclose their identities, functions and processing locations, impose equivalent data protection obligations by written contract and remain responsible for their performance to the extent required by Applicable Data Protection Law. It shall give at least fourteen days’ prior notice of an intended addition or replacement. The Client may object on reasonable data protection grounds during that period. If no reasonable solution is available, either Party may terminate the affected processing before the change takes effect.
7. A Third Party Service engaged directly by the Client shall be governed by the Client’s separate arrangements with that supplier to the extent that the supplier acts independently under those arrangements. Its legal role shall be determined by the actual processing and Applicable Data Protection Law. A supplier appointed by the Service Provider as its sub-processor shall remain subject to paragraph 6 irrespective of how its charges are paid.
8. The Service Provider shall disclose hosting and other processing countries, including countries of remote access, before personal data is processed. It shall not make a restricted international transfer without the safeguards required by Applicable Data Protection Law. Where standard contractual clauses, a UK transfer addendum, an international data transfer agreement or another binding mechanism is required, the necessary instrument shall be completed before the transfer. Acceptance of the Agreement or connection of an account does not by itself constitute a lawful transfer mechanism. Until the necessary disclosures and safeguards are in place, testing shall use synthetic or effectively anonymised data.
9. Taking account of the nature of processing and the information available to it, the Service Provider shall provide reasonable assistance with data subject requests, security obligations, personal data breach notifications, impact assessments and consultations required by Applicable Data Protection Law. It shall notify the Client of a request received directly and shall not respond substantively without instructions unless legally required. It shall notify the Client without undue delay after becoming aware of a personal data breach, provide available information and updates, and take appropriate containment and remediation measures.
10. The Service Provider shall make available information reasonably necessary to demonstrate compliance and allow proportionate audits and inspections by the Client or an independent auditor bound by confidentiality. Audits shall ordinarily be conducted on reasonable prior notice during business hours and without access to other customers’ confidential information. Those arrangements shall not restrict an audit required by law, a competent authority or a material incident. The Client shall bear reasonable assistance and audit costs unless they arise from the Service Provider’s breach or Applicable Data Protection Law requires otherwise.
11. On termination, the Service Provider shall, at the Client’s choice, return or securely delete personal data and delete existing copies, unless applicable law requires retention. The Client shall communicate its choice within thirty days after termination; absent an instruction, the Service Provider shall delete active copies within a further thirty days. Backup copies shall be isolated from ordinary use and deleted within the normal documented cycle, which shall not exceed ninety days after deletion of active copies unless law requires otherwise. Data retained by law shall remain protected and used only for the legally required purpose. The Service Provider shall confirm completion upon reasonable request.
12. The limitations in clause 12 apply between the Parties to the extent legally permissible. This Schedule does not limit the rights of data subjects or supervisory authorities, displace statutory liability, or make the Client responsible for the Service Provider’s own compliance failures. Additional mandatory terms shall be agreed where required by Applicable Data Protection Law before the affected processing begins.