CONXTD TECHNOLOGIES LIMITED

USER AGREEMENT

STANDARD TERMS OF USE

‍

We agree to contract with youon the following terms.  These constitutean agreement between us and must be read together with any other documentsexplicitly agreed to be part of this Agreement. Any other terms contained in any other document are excluded unlesstheir inclusion is expressly agreed in writing between us.

TERMS:

1.             Definitions and Interpretation

In this Agreement, unless the context requires otherwise.

1.1.        The followingterms shall have the following meanings:

“Application”

Means the object code form of the CONXTD mobile  application(s) that is downloadable from the Apple and Google Play stores or  directly from the Website, together with any updates, enhancements or other  modifications of the Application provided by us to you;

“Business Day”

means a day (other than  a Saturday, Sunday or public holiday) when banks in London are open for  business;

“Data Protection  Legislation”

means (whilst they are in force): the Data Protection Act  2018; the EU General Data Protection Regulation (“GDPR”); and any successor  legislation to the Data Protection Act 2018 or the GDPR and any other  applicable laws and regulations relating to the processing of personal data  and privacy;

“Data Release  Request”

means that request form set out in Schedule 1;

“Demonstration”

means an instance of the Software, using specified User  Data, which we authorise you to access and view for the purposes of  temporarily using that instance for a period of 1 month or less (unless  extended by us)

“Device”

means a mobile phone device of a make and model approved by  us from time to time;

“Emergency Services”

Enterprise

Means the police, fire  or other emergency services;

An Enterprise is the User’s representation of their Sites  in Groups, sub Groups etc. An Enterprise can only be accessed by the User and  any other Users who are invited by the User’s Administrator, or designated  third party.

“Intellectual Property Rights”

means any inventions, patents, trademarks, designs, design rights,  trade secrets, copyright, database rights, trade, business or  company names and other  intellectual property rights, in each case whether registered, applied for or unregistered anywhere in the world, whether existing  now or in the future;

“Monitoring Provider”

means any 3^rd party provider that monitors  Premises for you (for example for Keyholder or Guarding or Emergency Service  Response)

“Personal Data”, “Data Controller”, “Data Subject” and  “Process”

are as defined in the Data Protection Legislation;

“Premises”

Means those premises at which you have appointed a Service  Provider and a Monitoring Provider to provide services to you;

“Security Company”

means that or those 3^rd party providers  appointed by you to manage your Sites security.

“Security Company Data”

means any and all, data, information and other materials  submitted by the Security Company to us that is required for the provision of  the Services;

“Service Level Agreement”

Means that service level agreement appended to this  Agreement in Schedule 2

“Services”

Means the set up and ongoing support of you and your Security  Company by way of set up of the system, training and ongoing user assistance  (with regard only to the operation of the CONXTD solution, not your Security)provided  to you by us.

“Software”

the object code of the CONXTD software;

“Start Date”

Means the date on which you receive an email from us,  confirming our acceptance of your request to use the Application;

“Update”

means an update to the Software and/or Application provided  by us free of charge

“User”

means an authorised and registered user of the Application

“User Data”

means User Names, Passwords, telephone numbers, email  addresses, Site addresses, Alarm data and security related video.

“we” or “us”

means CONXTD TECHNOLOGIES  LIMITED (Company No. 11401871)  with its registered office at C/O Business Control Limited, Red Lion Yard,  Odd Down, Bath, Somerset, England BA2 2PP

“Website”

means the website located at url: http//www.conxtd.com (or  such other URL as we may notify you of from time to time)

1.2.        The table of contents and the clause headingsare included for convenience only, have no legal effect and shall be ignoredwhen construing this Agreement.

1.3.        Unless otherwise stated, references to clausesor schedules are references to the clauses or schedules of this Agreement,references to this Agreement include its schedules and references to paragraphswithin a schedule are references to the paragraphs of that schedule.

1.4.        Words importing the singular include the plural,and the opposite applies, and words importing any gender include the othergenders.

1.5.        References to persons include individuals,firms, partnerships, limited liability partnerships, companies, corporations,associations, organisations, governments, governmental agencies anddepartments, states, foundations and trusts (in each case whether or not havingseparate legal personality) and corresponding or similar entities in anyrelevant jurisdiction.

1.6.        Reference to any statute includes a reference toany subordinate legislation and to any amendments, consolidation, extension orre-enactment of that statute or subordinate legislation [provided thatamendments, consolidation, extension or re-enactment made after the date ofthis Agreement do not effect a substantive change to the relevant provision].

1.7.        The use of the words "including" or"include" shall not limit the general applicability of any precedingwords.

1.8.        Each of the individuals signing this Agreementon behalf of a party warrants to each of the other parties that he has beenproperly authorised to bind that party to the terms of this Agreement.

2.             Term

This Agreement shall Start Date and, subject to any earliertermination in accordance with its terms, shall continue until terminated byone party giving to the other the period of notice that we have agreed withyour appointed Security Company..

3.             Our Rights and Obligations

3.1.        We shall use our reasonable endeavours to makethe Software and its functionality available to you via the Application.

3.2.        We are solely responsible for providing anysupport and maintenance in respect of the Application and the Software.

3.3.        We shall use our reasonable commercialendeavours to provide the support services listed in the Service LevelAgreement

3.4.        We shall use our reasonable commercialendeavours to deliver the Services in accordance with the Service LevelAgreement.  

3.5.        By registering with us, you give us allnecessary consents and approvals to carry out verification and securityprocedures and processes in respect of the information provided by you duringthe registration process.

3.6.        We reserve the right to amend these terms andconditions and the supported third-party applications by updating them on ourWebsite. you should regularly check our Website. Notice shall and shall bedeemed to have been served on you within 7 days of us updating this standardform agreement on our Website.

3.7.        We reserve the right to make changes to theApplication or part of it from time to time, including, without limitation, theremoval, modification and/or variation of any of the elements, features andfunctionalities of the Application.

3.8.        We shall be entitled to establish policies,practices and limits in relation to the use of the Application by you,including without limitation:

3.8.1      setting the maximum number of days that UserData and Security Company Data, messages and other content may be retained;

3.8.2      restricting the maximum number of messages thatmay be sent from or received by each User;

3.8.3      setting a maximum amount of storage that will beallocated to each Enterprise on our servers.

3.9.        Your Obligations

3.10.      To use the Services, you must first sign andreturn to us the Data Release Request for each Security Company and MonitoringProvider that is relevant to our provision of the Services. We shall have noliability to you for any delay or failure to provide the Services in the eventthat you have not provided us with the Data Release Request or if the Security Companyand/or Monitoring Providers that you have appointed do not provide us with theUser Data in a timely fashion or at all.

3.11.      you shall comply with all instructions issued byus and the Security Company during the process of us setting up the system foryou to have access to the Services]

3.12.      You shall ensure that nobody other than the User(s)shall have access to or use of the Application.

3.13.      You shall not introduce nor shall you cause tobe introduced onto our systems any virus, worm, trojan, cancelbot, key-logger,malware or any other program with a destructive, harmful or contaminativeeffect.

3.14.      You shall ensure that the Devices that you usecontain adequate anti-virus protections and that those Devices are sweptregularly. We shall not be liable for any loss or damage caused by a virus,worm, trojan, cancelbot, key-logger, malware or any other program with adestructive, harmful or contaminative effect caused by the use of theApplication by you or your Users.

3.15.      You shall at all times comply with allapplicable laws, regulations, directives and guidance issued or enacted fromtime to time in your use of the Application.

3.16.      You shall comply with any guidelines orreasonable instructions issued by us from time to time in your use of theApplication.

3.17.      You acknowledge that you will not be able toaccess and use certain functionalities of the Application unless you haveinternet access. We shall not be liable for any traffic charges or accesscharges that you incur in your online use of the Application.

4.             Demonstration

4.1.        We may offer you a Demonstration of theApplication and the Software. In the event that we do, the terms of thisAgreement shall apply in full. The Demonstration shall end at the end of theDemonstration period notified to you by us (which period shall be no longerthan one month from the date that the Demonstration is installed unless weagree to extend that Demonstration Period).

5.             Our Warranty

5.1.        We warrant that:

5.1.1      all services provided to you under thisAgreement shall be provided with reasonable care and skill and that allpersonnel engaged to provide such services have the necessary skills, expertiseand diligence to undertake such work and will conform to the professionalstandards generally observed in the our industry for similar services;

5.1.2      the Software will work to commerciallyreasonable standards for a period of 90 days from the earlier of the date thatyou or your Security Company first logs in using the Software (the “WarrantyPeriod”) . If within the Warranty Period, you notify us in writing of anydefect or fault in the Software in consequence of which it fails  in all material respects  to meet that standard and such defect does notresult from you or anyone acting with your authority:

(a)           attempting to run the Application and/or theSoftware on a Device that has not been approved by us;

(b)           your failure to comply with the requirements ofthis Agreement;

(c)           your failure to Update the Software whenrequired to do so;

(d)           you using the Software and/or the Applicationfor a purpose or context other than the purpose or context for which it wasdesigned;

(e)           using the Software in combination with any otherSoftware not provided by us

We shall, at our option, do one of the following:

(a)            repair the Software; or

(b)            make provision for the Software and/orapplication to be reinstalled;

5.2.        We do not warrant that the use of the Softwareand/or the Application will be uninterrupted and/or error free nor do wewarrant that, save as set out above, any defects in the Application or theWebsite will be corrected.

5.3.        Subject as expressly provided in this Agreement,and except where the Services provided to a person dealing as a consumer, thewarranties given in this clause are in place of all warranties, conditions orother terms implied by statute or otherwise that relate to quality, fitness forpurpose or compliance with description, all of which are excluded to thefullest extent permitted by law.

5.4.        We do not warrant that the Services will achieveany of your intended purposes or outcomes. It is your sole responsibility tosatisfy yourself that the Services will achieve any such intended purpose oroutcome.

6.             Your Warranties

6.1.        You warrant, represent and undertake to us that:

6.1.1      you are duly incorporated and validly existingunder the laws of the jurisdiction in which you are incorporated (or, ifdifferent, the location of your principal place of business) and are fullyqualified and empowered to own your assets and carry out your business; and

6.1.2      you have full power to enter into this Agreementand that this Agreement when executed will constitute valid, lawful and bindingobligations on you, in accordance with its terms;

6.1.3      all information and User Data provided by you tous is complete, accurate and correct. you shall immediately notify us in theevent that any of the information and/or User Data changes at any time duringthe course of this Agreement;

6.1.4      you are not on any government list (includingwithout limitation the US government) which prohibit or restrict your access toor use of the Application and the Software.

7.             Emergency Services

7.1.        The Application is not to be used for initiatingany Emergency Services response or any other Emergency Services. If theApplication is used to initiate an Emergency Services response (or any otherservice), which results in any fines or other actions, then we shall have noliability to you and you shall fully and promptly indemnify us against anycosts, claims, fines demands, expenses and proceedings brought or leviedagainst us as a result of your breach of this clause.

8.             Licence

8.1.        In consideration of the fees paid by yourSecurity Company to us and your use of the Application and the Software andsubject to the terms of this Agreement, we grant you a non-exclusive andnon-transferrable licence for the User to download, install and use theApplication on your mobile device and to access your information via a supportedbrowser.

8.2.        Save to the extent that you have an enforceablelegal right to do so, you shall not, and shall not permit othersto (i) modify, translate, create derivative copies of or copy theApplication or Website, in whole or in part; (ii) reverse engineer,decompile, disassemble or otherwise reduce the object code of the App orWebsite to source code form; (iii) distribute, sub-licence, assign,share, timeshare, sell, rent, lease, grant a security interest in, use forservice bureau purposes, or otherwise transfer the Application or Website orUsers right to use the Application or Website; (iv) remove or modifyany copyright, trademark, or other proprietary notices belonging to us or ourlicensors contained within the Application or the Website; or (v) usethe App or the Website in any manner not expressly authorised by this Agreement.

8.3.        Any third-party software used by us in theApplication, the Software and the provision by us of the Services shall bedeemed to be incorporated within the Software for the purposes of thisAgreement (except where expressly provided to the contrary) and use of theThird-Party Software shall be subject to the terms of use issued by that thirdparty. Intercom’s terms can be found at this web address https://www.intercom.com/legal/terms-and-policies.

8.4.        For the avoidance of doubt, the licence grantedby this clause shall automatically terminate on the termination of thisAgreement.

9.             Intellectual Property

9.1.        You acknowledge that all Intellectual PropertyRights in the Application, the Software, the Website, any Updates and any maintenancereleases belong and shall belong to us or the relevant third-party owners (asthe case may be), and you shall have no rights in or to the Software other thanthe right to use the Application in accordance with the terms of this Agreement.

9.2.        We undertake at our own expense to defend you or,at our option, settle any claim or action brought against you alleging that thepossession or use of the Application or Software (or any part thereof) inaccordance with the terms of this Agreement infringes the UK IntellectualProperty Rights of a third party (a “Claim”) and we shall be responsiblefor any reasonable losses, damages, costs (including legal fees) and expensesincurred by or awarded against you as a result of or in connection with anysuch Claim. For the avoidance of doubt, this clause shall not apply where theClaim in question is attributable to possession or use of the Software (or anypart thereof) by you other than in accordance with the terms of this thisAgreement, use of the Software in combination with any hardware or software notsupplied or specified by the use if the infringement would have been avoided bythe use of the Software not so combined, or use of a non-current release of theSoftware.

9.3.        If any third party makes a Claim, or notifies anintention to make a Claim against you, our obligations under clause 9.2 areconditional on you:

9.3.1      as soon as reasonably practicable, givingwritten notice of the Claim to us, specifying the nature of the Claim inreasonable detail;

9.3.2      not making any admission of liability, agreementor compromise in relation to the Claim without our prior written consent;

9.3.3      giving us and our professional advisers accessat reasonable times (on reasonable prior notice) to its premises and itsofficers, directors, employees, agents, representatives or advisers, and to anyrelevant assets, accounts, documents and records within your power or control,so as to enable us and our professional advisers to examine them and to takecopies (at our expense) for the purpose of assessing the Claim; and

9.3.4      subject to us providing security to you to yourreasonable satisfaction against any claim, liability, costs, expenses, damagesor losses which may be incurred, taking such action as the we may reasonablyrequest to avoid, dispute, compromise or defend the Claim.

9.4.        If any Claim is made, or in our reasonableopinion is likely to be made, against you, we may at our sole option andexpense:

9.4.1      procure for you the right to continue to use theSoftware (or any part thereof) in accordance with the terms of this Agreement;

9.4.2      modify the Software so that it ceases to beinfringing;

9.4.3      replace the Software with non-infringingsoftware

provided that if we modify or replace the Software, themodified or replacement Software must comply with the warranties contained inclause 6 and you shall have the same rights in respect thereof as it would havehad under those clauses had the references to the date of this licence beenreferences to the date on which such modification or replacement was made.

9.5.        Notwithstanding any other provision in thisagreement, clause 9.2 shall not apply to the extent that any claim or actionreferred to in that clause arises directly or indirectly through the possessionor use of any third-party software or through the breach of any terms of usefor that third-party software by you.

9.6.        This clause constitutes your exclusive remedyand our only liability in respect of Claims and, for the avoidance of doubt, issubject to clause 10.

10.          Extent of Liability

10.1.      Nothing in this Agreement shall be construed asrestricting or excluding the liability of either party for death or personalinjury resulting from its negligence or for fraud or fraudulentmisrepresentation.

10.2.      We have entered into an Agreement with yourSecurity Company under which we agree to refund a pro-rated amount of the feesyour Security Company pays us in certain circumstances and to accept certain liabilities.Subject at all times to clauses 5.1 and 10.1 and to the extent permitted by lawwe shall have no liability to you whether in breach of contract, tort(including negligence), misrepresentation (whether innocent or negligent),negligent misstatement, breach of statutory duty or otherwise. Subject to theforegoing, you agree that any remedy or claims that you may have in respect ofa failure or lack of availability in the Software, the Application or ourServices shall be against your appointed Security Company rather than us.  

10.3.      Without prejudice to clauses 10.1 and 10.2, weshall in no circumstances be liable to you for any Excluded Loss (whether ornot the possibility of such loss arising on a particular breach of contract orduty has been brought to our attention at the time of making thisAgreement).  In this clause theexpression "Excluded Loss" means all special loss and all thirdparty claims, lost management time, economic loss or other loss of business,production, revenue, profit, goodwill or anticipated savings, anticipated taxmitigation, loss of data whether arising in contract, tort (includingnegligence), misrepresentation (whetherinnocent or negligent), negligent misstatement,  breach of statutory duty or otherwise. TheExcluded Loss shall include, without limitation, any and all costs, losses,demands, expenses and proceedings arising from any engineering visits that youarrange, key holder visits,  any loss ordamage to assets (fixed or otherwise) any property and the Premises and,without prejudice to clause 7.1 any Emergency Services responses.

10.4.      For the avoidance of doubt, in no event shalleither party be liable to the other for any indirect or consequential loss ofany nature and howsoever caused

10.5.      You acknowledge:

10.5.1   that the charges made by us under this Agreementhave been calculated on the basis that we may rely upon the exclusions andlimitations of liability set out in this clause (we canrecalculate our charges  if we are askedto assume greater liability);

10.5.2   We are not in a position to assess the extent ofany losses or Excluded Loss that you might suffer as a consequence of anybreach of contract or duty by us;

10.5.3   that it would be both impractical and uneconomicfor us to insure against any losses and Excluded Loss that you might so suffer;and

10.5.4   that accordingly it is your responsibility toassess all potential Excluded Loss and to manage the risk of it as part of yourrisk management programme.

10.6.      Without prejudice to the this clause 10 and clause16 we shall for the avoidance of doubt not be liable for any of the following:

10.6.1   a failure to provide the Services caused by anyfailure of your Security Company install the Software or to provide us with theSecurity Company Data;

10.6.2   a failure to provide the Software, Servicesand/or Application as a result of you using a Device that has not been approvedby us or your continued use of a Device which has had its approval withdrawn byus;

10.6.3   any failure by a telephone or internet providerwhich results in the Application becoming unavailable;

10.6.4   any failure by you to update any operatingsystem on your Device;

10.6.5   any update by the Apple or Google to your Devicewhich renders our Application unusable;

10.6.6   any change to the Security Company(ies) systemsor any Monitoring Provider’s systems which renders those systems incompatiblewith the Application and/or our Software;

10.6.7   any delay in notifications issued by ournotification service. Email, push notifications and other notifications are notguaranteed or in real time. We accept no liability for delayed or lostnotifications and data either from Security Contractors or from any of theServices that we provide via the Software and the Application.

11.          Export

11.1.      Neither party shall export, directly orindirectly, any technical data acquired from the other party under thisagreement (or any products, including software, incorporating any such data) inbreach of any applicable laws or regulations, including United States exportlaws and regulations, to any country for which the government or any agencythereof at the time of export requires an export licence or other governmentalapproval without first obtaining such licence or approval.

12.          Termination

12.1.      Either party shall be entitled to terminate thisAgreement forthwith by written notice to the other if the other party:

12.1.1   commits any material breach of this Agreementthat is not capable of remedy;

12.1.2   commits any material breach of this Agreementthat is capable of remedy and fails to remedy it within 30 days after receiptof a written notice giving full particulars of the breach and requiring it tobe remedied;

12.1.3   is involved in any legal proceedings concerningits solvency, or ceases or suspends trading, or threatens to cease or suspendtrading, or is adjudicated bankrupt or enters into liquidation, whethercompulsory or voluntary (other than for the purposes of an amalgamation orreconstruction), or makes an arrangement with its creditors or petitions for anadministration order or has a receiver or manager appointed over all or anypart of its assets or generally becomes unable to pay its debts within themeaning of Section 123 of the Insolvency Act 1986 or any analogous event occursin any relevant jurisdiction.

12.2.      Either party shall be entitled to terminate thisAgreement forthwith by written notice to the other if it reasonably apprehendsthat any of the events mentioned in clause 12.1 are about to occur in relationto the other party.

12.3.      We shall be entitled to terminate this Agreementforthwith by notice in writing in the event that you at any time undergo achange of control.

12.4.      We shall be entitled to terminate this Agreementor suspend your use of the Services immediately in the event that your SecurityCompany has breached the terms of its agreement with Us.

12.5.      We shall be entitled to terminate this Agreementimmediately in the event that our contract with your Security Companyterminates for whatever reason.

12.6.      The expiry or termination of this Agreement (forwhatever reason) shall not terminate any provision or obligation which isexpressly or by implication provided to come into or continue in force aftersuch termination and shall be without prejudice to the accrued rights andliabilities and other remedies of the parties to this Agreement.

12.7.      A party may terminate this Agreement withimmediate effect by written notice to the other party where the other party hascommitted more than one breach of this Agreement, the cumulative effect ofwhich is sufficient to justify the inference that the party in breach willcontinue to deliver a sub-standard performance in relation to a substantialportion of this Agreement or the obligations set out above over the period of onemonth or a reasonable period of the remaining term of this Agreement.

12.8.      In the event of a material change to the termsof this Agreement made in accordance with clause 3.6, you may terminate thisAgreement by providing us with not less that 7 days written notice.

12.9.      For the purposes of this clause:

12.9.1   Controlmeans, in relation to a body corporate, the power of a person to secure thatits affairs are conducted in accordance with the wishes of that person, whetherby means of the holding of shares or the possession of voting power in relationto that body corporate or any other body corporate, or by virtue of any powersconferred by the constitutional or corporate documents, or any other document,regulating that or any other body corporate, and a Change of Control occurs if a person who controls any body corporateceases to do so or if another person acquires control of it;

12.9.2   examples of material breaches include theinfringement of the other party’s intellectual property rights (including byunauthorised copying) and delay in making any payment for more than 30 days;and

12.9.3   a breach unless it is an obligation to pay moneyshall be considered capable of remedy if the obligation in question can beperformed in all respects other than as to the time of performance (providedthat time of performance is not and has not become of the essence).

12.10.   Without prejudice to our right to terminate, weshall be entitled to suspend our provision of the Services and your access tothe Application and Software in circumstances where we would otherwise have theright to terminate this Agreement.

13.          Confidentiality

Each partyshall keep secret and treat as confidential all information obtained from theother which is either stated to be confidential or could reasonably be regardedas confidential (including the [existence and] terms of this Agreement) andshall not disclose such information to any person other than its employees,agents or sub-contractors where such disclosure is required for the performanceof the receiving party's obligations under this Agreement.  No such information shall be used for anypurpose other than the performance of the receiving party’s obligations underthis Agreement.  This clause shall notextend to information which was already in the lawful possession of a partyprior to this Agreement or which is already public knowledge or becomes sosubsequently (other than as a result of a breach of this clause) or which istrivial or obvious.  The obligations ofconfidentiality under this clause shall survive any termination of thisAgreement.

14.          Data Protection

14.1.      You shall be the Data Controller and We shall bethe Data Processor in respect of Personal Data Processed by us on your behalfin performing the obligations under this Agreement. You shall be solelyresponsible for determining the purposes for which and the manner in which suchPersonal Data is Processed.   However, Weshall further be authorised to Process the Personal Data if it is required soto do by the laws of the UK or of any member of the EU, or by the laws of theEU applicable to us to process Personal Data (“Applicable Laws”).  Where We relies on laws of the UK, or amember of the EU or EU law as the basis for Processing Personal Data, We shallpromptly notify you of this before performing the Processing required by theApplicable Laws unless those Applicable Laws prohibit us from so notifying you.  You will ensure that you have all necessaryappropriate consents and notices in place to enable the lawful transfer of thePersonal Data to us and the Processing of the Personal Data by us (or any ofour authorised sub-processors) for the purposes of this Agreement.

14.2.      Both Parties shall at all times during the termof this Agreement comply with all applicable requirements of the DataProtection Legislation in relation to the Processing of Personal Data.

14.3.      Where required to do so by Data ProtectionLegislation, we will maintain a written log of all Processing of Personal Dataperformed by us on your behalf and provide you with a copy of such log onrequest. The written log shall include the following information:

14.3.1   the categories of Processing carried out on yourbehalf;

14.3.2   a list of any transfers of Personal Data to athird party outside the EEA and UK     (includingthe name of the relevant non-EEA country and organisation), and          documentation of the suitablesafeguards in place for such transfers. For the avoidance   of doubt, all such transfers are subjectalways to your consent in accordance     withthis Agreement; and

14.3.3   a general description of the technical andorganisational security measures referred to      inthis Agreement.

14.4.      Where we Processes Personal Data on your behalf,we shall, in respect of such Personal Data:

14.4.1   not access or use Personal Data except as isnecessary to provide the Services, and then only as reasonably necessary forthe performance of this Agreement;

14.4.2   act strictly in accordance with this Agreementand on your written instructions received from time to time;

14.4.3   comply promptly with any request from you toamend, delete or transfer   Personal Data;

14.4.4   not disclose Personal Data to any employee,director, agent, contractor or affiliate of        Ours(“Our Personnel”), or any thirdparty, except as is necessary for the        performanceof the Services, or to comply with applicable laws, or with your         prior written consent;

14.4.5   implement and maintain appropriate technical andorganisational measures:

(a)           to protect the security and confidentiality ofPersonal Data Processed by us in providing the Services;

(b)           to protect Personal Data at all times againstaccidental or unlawful destruction or accidental loss, alteration, unauthoriseddisclosure, access, or Processing; or

(c)           as required under the Data ProtectionLegislation.

14.4.6   notify you of any request made by a Data Subjectunder Data Protection  Legislation inrelation to or in connection with Personal Data Processed by us on your behalfand at all times cooperate with and assist you to execute      Your obligations under the Data ProtectionLegislation in relation to such Data Subject      requests;

14.4.7   process the Personal Data in accordance with thespecified duration, purpose, type and categories of Data Subjects as set out inthe Annex to this Schedule 4 or as     otherwisenotified by you to us.

14.5.      You shall within 24 hours, or earlier ifreasonably practicable, of becoming aware, notify you in writing of any breachof security leading to the accidental or unlawful destruction, loss,alteration, unauthorised disclosure of, or access to Personal Data.  The notice provided will specify:

14.5.1   the categories and number of the individuals andthe records concerned;

14.5.2   the likely consequences of the breach;

14.5.3   any steps taken to mitigate and address thebreach; and

14.5.4   specify an appropriate point of contact withinour organisation who you can          contactabout the breach.

We willpromptly give to you the detail you request to allow you to understand theimpact of the breach.  we will promptlycomply with any instructions provided by you, and cooperate with you, inrelation to the data breach.

14.6.      We must obtain your prior written consent (suchconsent not to be unreasonably withheld or delayed) before engaging asubcontractor to Process Personal Data on your behalf.  Where that consent is given, it will beconditional upon us having executed a written contract with the third partywhich contains terms for the protection of Personal Data which are no lessprotective than the terms set out in this Agreement.

14.7.      We shall not, and shall procure that oursubcontractors shall not, transfer or Process any Personal Data outside the EEAand/or the UK without your prior written consent and the following conditionsare fulfilled:

14.7.1   You or we have provided appropriate safeguardsin relation to the transfer;

14.7.2   the data subject has enforceable rights andeffective legal remedies;

14.7.3   We comply with our obligations under the DataProtection Legislation by providing an adequate level of protection to anyPersonal Data that is transferred; and

14.7.4   We comply with reasonable instructions notifiedto it in advance by you with respect to the processing of the Personal Data;

14.8.      We shall provide you with such reasonableassistance as you shall require in relation to any complaints made by DataSubjects or investigations or enquiries made by any regulator or supervisoryauthority relating to you or your obligations under the Data ProtectionLegislation.

14.9.      In relation to Personal Data Processed by usunder this Agreement, we shall co-operate with you to the extent reasonablynecessary to enable you to adequately discharge your responsibility as a datacontroller under Data Protection Legislation (including in respect of thepreparation of data protection impact assessments).

14.10.   You shall have the right to audit us andrelevant records and materials as necessary to demonstrate our compliance withour obligations under this Agreement and Data Protection Legislation.  At any time we shall co-operate fully toallow and assist such audits, including on-site inspections of its businesspremises or processing facilities, conducted by you or your auditor.

14.11.   We will tell you immediately if we are awarethat something that you are asking us to do something which might infringe theData Protection Legislation or other data protection law of the EU or a MemberState.

14.12.   We shall ensure that any our Personnel withaccess to Personal Data are both bound by confidentiality obligations inrespect of access, use or processing of such Personal Data, and have receivedappropriate training.

14.13.   At your request, we shall provide a copy of allPersonal Data held by us in the format and on the media reasonably specified byyou.

14.14.   Each party shall be responsible for bearing thecosts of its obligations under this clause.

14.15.   The provisions of this clause shall survivetermination of the Agreement.

14.16.   The parties will agree to any reasonableamendment to this Agreement required to bring it into line with any amendmentto or re-enactment of any Data Protection Legislation, in particular to reflectthe GDPR, or to allow each of the Parties to comply with any requirement orrecommendation of the Information Commissioner or any other data protection orsupervisory authority in relation to the Processing of Personal Data.

15.          Third Party Websites

15.1.      For the convenience of Users we may providelinks to third party websites on our Website and our Application. We do notendorse or recommend such websites and Users must satisfy themselves that anygoods or services referred to on those websites are suitable for theirrequirements. We are not responsible for the availability of any third partywebsites nor are we responsible or liable for any content, advertising,products, services or other materials on or available from such sites.

15.2.      We shall not be liable, directly or indirectlyfor any damage or loss caused by or in connection with the use of or relianceon the content, goods or services listed on third party websites.

15.3.      Users should familiarise themselves with andcomply with the terms of use of any third-party websites and privacy policies.

16.          Force Majeure

Neither party shall be liable forany delay or default in performing any of its obligations [(not being anobligation to pay money to the other party)] if the delay or default resultsfrom events or circumstances outside its reasonable control, includinginterruption or failure of utility services including but not limited toelectricity, gas, water or telephone services, labour shortages, failure of ordisruption to any transportation service, fuel shortage, any industrialdispute, act of God, fire, flood, earthquake, severe weather conditions, war orother hostilities, acts of terrorism, actions of governments or governmentalagencies, riots or other civil commotions]. Such delay or default shall not constitute a breach of this Agreementand the time for performance shall be extended by a period equivalent to thatduring which performance is so prevented provided that if such delay or defaultcontinues for more than one month either party may (without prejudice to anyaccrued rights) terminate this Agreement by written notice to the other party.

17.          Assignment and Sub-contracting

17.1.      You may not assign all or any part of thisAgreement without our prior written consent, which shall not be unreasonablywithheld.  We may assign any of ourrights or obligations and may sub-contract any of its obligations under thisAgreement without reference to you.

18.          Disputes

18.1.      If any dispute arises out of this Agreement theparties will attempt in good faith to negotiate a settlement.  If the matter is not resolved by negotiation,the parties will refer it to mediation in accordance with the Centre forEffective Dispute Resolution ("CEDR")Model Mediation Procedure.  (See www.cedr.co.uk).  Unless the parties agree on the choice ofmediator within 7 days of one party nominating a proposed mediator in writingto the other, the mediator shall be appointed by CEDR at the request of eitherparty.  If the parties fail to agreeterms of settlement within 42 days of the start of the first meeting held undersuch procedure, the dispute may be referred to litigation by either party.  Nothingin this clause shall prevent or delay either party from seeking injunctiverelief in any court in respect of any infringement of intellectual property orfrom issuing proceedings to recover any undisputed debt or from joining theother party to any proceedings issued against the first party by a third party.

19.          Announcements

19.1.      Neither party shall make any press or otherpublic announcement concerning any aspect of this Agreement [or make any use ofthe other party’s name in relation to this Agreement] without the prior writtenconsent of the other party.

20.          Further Assurance

20.1.      The partiesto this Agreement shall execute all such documents and do all such things asmay be reasonably required to give effect to the terms of this Agreement.

21.          EntireAgreement

21.1.      ThisAgreement constitutes the entire agreement between the parties concerning itssubject matter, and supersedes any previous understanding or agreement, expressor implied.  Each party confirms that ithas not relied upon any representation not recorded in this Agreement inducingit to enter into this Agreement.  

22.          Severability

22.1.      If any provision of this Agreement is declaredvoid, illegal or unenforceable, the remainder of this Agreement shall continuein full force and effect. In such an event, the parties agree to use their bestendeavours to replace the invalid or unenforceable provision with a provisionthat achieves the purposes intended under the invalid or unenforceableprovision.

23.          Waiver

23.1.      Noforbearance or delay by either party in enforcing its rights will prejudice orrestrict the rights of that party and no waiver of any such rights or of anybreach of any contractual terms will be deemed to be a waiver of any otherright or of any later breach.

24.          Notices

24.1.      Any noticegiven under this Agreement shall be in writing and shall be delivered by handor by commercial courier or by Royal Mail special delivery posted in the UnitedKingdom.  In the case of commercialcourier or Royal Mail special delivery, delivery shall be deemed to take placeat the time recorded on the delivery receipt or, as the case may be, on receiptby the sender of a notice that the addressee has "gone away" orrefused to take delivery or any notice having similar effect.  Notices shall be delivered or posted to the registeredoffices of the parties  or to any otherUnited Kingdom address notified in substitution on or after the date of thisAgreement.

25.          Third Parties

25.1.      A person who is not a party to this Agreementmay not enforce any of its terms under the Contracts (Rights of Third Parties)Act 1999.

26.          Compliance with foreign and local laws

26.1.      You and your appointed User(s) shall comply withall foreign and local laws and regulations which apply to your use of theApplication, the Software and the Website.

27.          Governing Law and Jurisdiction

27.1.      ThisAgreement and any dispute or claim arising out of or in connection with it orits subject matter or formation (including non-contractual disputes or claims)shall be governed by English law.

27.2.      Each partyirrevocably agrees that the courts of England and Wales shall have exclusivejurisdiction to settle any dispute or claim that arises out of or in connectionwith this Agreement or its subject matter or formation (includingnon-contractual disputes or claims).

‍

Schedule1

Data Release Request from End User

I confirm that I haveauthorised CONXTD Technologies Ltd to receive

Data from IntruderDetection Systems

Data from FireDetection Systems

Images and Video fromCamers, DVR/NVRs and Cloud

Other [specify]

from the followingData Platform(s) and that I have read and agreed to the CONXTD Technologies LtdTerms of Use.

Platform A

Platform B

Platform X

End User - CompanyName

End User authorisingsignature

End User position

Date

‍

Schedule2

Service Level Agreement

CONXTD Technologies Limited (“CONXTD”) is an Infrastructure as a Service company, and as such, we prioritise the level of service we provide you, the user of CONXTD. This Services Agreement outlines the support and servicing channels between CONXTD [“the service provider”] and you [“the service receiver”], focusing ongeneral communications, platform availability, service outages, complaints, cancellations and operational queries. 

Support Channels

There are a number of ways you can get in touch with the CONXTD Team, whether you are a prospective customer, trialling our services or are a paying user of the platform. 

Telephone - +44 (0) 1635783046  

This is a dedicated Support line for all questions and queriesrelated to the CONXTD platform. You can find this number on our websitewww.conxtd.com/contact-us. 

Email - support@conxtd.com

Email us to our dedicated inbox for all support queries. A numberof members from the Support and Technical Teams are on-hand to answer yourquestions. 

Intercom Instant Chat - Product embeddedservice

We use Intercom as an instant chat service. This technology isembedded right within the CONXTD platform, with members of the Support andCommercial Teams logged in during office hours to reply to yourquestions. 

CONXTD Help Centre - help.conxtd.com

The Help Centre is a central repository for user guides, productarticles and information on feature releases. This webpage is updatedfrequently by the Commercial Team in the hope that if you are not a chattyuser, you can still access the most useful information. 

When we get in contact with you

Product Updates and Releases

The CONXTD platform is constantly evolving as the Team postupdates, new features and product tweaks every week. When a new product orfeature is released, the CONXTD Team will notify you via the Intercom InstantChat. This will provide a snippet of information regarding the release, with alink to our Help Centre for further details. To take advantage of some newfeatures, charges may apply. New chargeable features which you chose not tosubscribe to will not effect your use of the system.

Maintenance Updates

CONXTD conduct planned maintenance on the platform to increasesecurity and ensure our services are operating as expected. The nature of ourmaintenance varies on a case-by-case basis, but steps are taken to ensure yourexperience is unaffected.

When a maintenance period is planned, we inform you no later than1 week before the window with a maintenance report via Intercom. This report isprovided by a senior member of the Technical Team, and includes: 

• The duration of the maintenance window,
• Why we are conducting maintenance on the platform,
• How this will affect the operation of the platform, and how this will affect your user experience,
• Contact details of the Support Team for queries regarding the planned maintenance window.

There may be occasions when CONXTD conduct unscheduled maintenanceon the platform, due to critical or unforeseen upgrades on our infrastructure.In the case of critical maintenance, we will inform you via Intercom at theearliest opportunity with a Maintenance Report. 

Platform Monitoring and Service OutageStrategy

The CONXTD Platform operates on Digital Oceans Cloud Service witha 99.99% SLA and is continuously monitored using automated processes and alertsystems.

Any service outage results in automatic initiation of our backupservers. Digital Ocean notify the CONXTD Architecture Team of outages, updatesand resolution.

You can learn more about the services to which we contract DigitalOcean here https://www.digitalocean.com/pricing/#Included_services.

The Monitoring Agents that we deploy report to a granularity of 1minute. Alerts relate to but are not limited to the following which we monitorand scale proactively as required to operate the solution. We continuallyreview our threshold and alert strategy based on the server capabilities,number of Customers, Sites, Functionality etc.

·      CPUUsage

·      DiskUsage

·      DiskI/O

·      Bandwidth

·      Memory

·      Loadaverage

When you get in touch with us

If you need to get in touch with the CONXTD Team, you can use anyof the designated Support Channels itemised above. We have also designedspecific processes for how you get in touch with us, and how we deal with yourinformation, to ensure the transaction is dealt with as smoothly aspossible. 

General Queries

For General Enquiries, you can contact the Main Office number at01635 783019, where a senior member of the Team will respond. 

If you are not in a position to call, you can fill in the ContactUs webform on the CONXTD website: www.conxtd.com/contact-us. This form willfilter into a centralised system where members of the Sales, Technical orProfessional Services Teams will respond within the hour. 

Billing

For billing enquiries, you can contact the accounts departmentdirectly using the following email address: accounts@conxtd.com. 

Alternatively, you can call our Main Office Line at 01635 783019,where a senior member of the team will respond and be able to direct your call.

Requests

Request a demo

You can request a demo by phone, email or via our website. Totrial with us, we will need some information from you: 

·      Fullname,

·      Emailaddress,

·      Telephonenumber,

·      Companyname.

If you’re calling in, call our Main Office number at 01635 783019and select number 3 on the main menu - this will get you through to the SalesTeam. 

You can also email us at hello@conxtd.com, which is monitored byour Professional Services Team. They will get in touch about the details ofyour demo within the hour. 

If you are on the CONXTD website (www.conxtd.com), you can request a demo throughIntercom. To access this feature, select the “request a demo” tab in the new chat. This willsend a message through to the Professional Services Team, who will be in touchwithin a few minutes for details. 

Request a feature

As a user of CONXTD, we love to hear about new features that wouldmake your experience better. 

To request a new feature, we have created a form for you tocomplete. Simply open a new conversation with us and select “I have a request”. It only takes 1minute, and it will filter through to our central ticketing system for membersof the Technical and Professional Services Teams to review. 

Request a change to your account

If you need to changes something within your account, you cancontact the Professional Services Team within the CONXTD platform throughIntercom. Open a new conversation and select “I have a request” and changes to myaccount. Put as much detail as you can in the form, and the Team will respondwithin minutes with the next steps. 

Cancellations

If you wish to cancel a site or an account with us, you will needto fill in the cancellations forms (www.conxtd.com/installer-dashboard see cancellations).

For site cancellations, we will need to know: 

• The Site Reference Number,
• Details about requester:

 
• Full Name,
 
• Role,
 
• Email address,
 
• Company name

Or account cancellations, we will need to know:

• Account name,
• Details about requester:

 
• Full name,
 
• Role at company,
 
• Email address,
 
• Company name

Cancellations will be forwarded to our central ticketing system,where a member of the Professional Services Team will be in touch within thehour to discuss the next steps. 

Bug Reports

We test all our code thoroughly, but from time to time bugs existdue to real world scenarios that we have been unable to create. We want to  hear from you about the errors or bugs youfind in our platform, so we have created a process to identify and fix problemsas efficiently as possible. 

If you encounter an error in our system, you can fill out the BugForm via Intercom. To access, click “I have an issue” and found a bug. Pleasegive as much detail as possible so our Technical Team can investigate. The formtakes 2 minutes to fill in, and a member of the Professional Services Team willbe in touch within minutes to discuss the next steps with you. 

Complaints

We take your comments very seriously, and will deal withcomplaints as quickly as we can.

We will acknowledge receipt of your complaint within 1 hour.

We will investigate the complaint and provide a firstdiagnose/comment within 2 business days.

If you need to get in touch with us, you can via telephone, emailor Intercom. 

Telephone - 01635 783019 (Main Office)

Email - support@conxtd.com

Intercom - create a new conversation and write you thoughts in the chat.