1.1 The following definitions and rules of interpretation apply to these Terms:

“Agreement” means this binding agreement between the Customer and MOBILESQUARED which shall come into effect upon the date of last signature below, incorporating these Terms, Statement of Work;

“Authorised Users” means those employees, agents and independent contractors of Customers who are authorised by the Customer to use the Services and the Documentation

“Customer Data” means any data inputted by the Customer, Authorised Users, or MOBILESQUARED on the Customer’s behalf for the purpose of using the Services or facilitating the Customer’s use of the Service;

“Documentation” means the documentation (including the data comprised within such documentation) made available to the Customer by MOBILESQUARED either online via a portal, or as an Excel file, as notified by MOBILESQUARED to the Customer and as set out in the description of the Services and the user instructions for the Services;

“Fair Usage Policy” means the fair usage policy set out in these Terms.

“Force Majeure” means the following to the extent that they are outside the affected Party’s reasonable control: acts of God, fire, floods and natural disasters; acts of terrorism; strikes, lock-outs and labour disputes; civil commotion; riots and acts of war; delays, interruptions or failures of telecommunication networks or services or internet service providers; or interruption or failure of utility service;

“Initial Subscription Term” 12 months from the Subscription Date, which unless otherwise directed by MOBILESQUARED, is the date we receive payment for data sevices, not invoice date or contract date. Please note this is relevant to online data subscribers only, not to customers who have requested an Excel custom data report.

“Services” means the subscription services provided by MOBILESQUARED to the Customer under (i) the statement of work executed by Customer and MOBILESQUARED; and (ii) these Subscription Terms;

“Software” means the online software applications provided by MOBILESQUARED as part of the online Services for accessing the Documentation

“Subscription Date” means the date upon which MOBILESQUARED activates Services to the Customer, which shall occur within a maximum of three (3) days from date full payment is received by MOBILESQUARED

“Subscription Fees” means the subscription fees payable by the Customer to MOBILESQUARED for the User Subscriptions, as set forth in the statement of work executed by Customer and MOBILESQUARED

“Subscription Term” is the Initial Subscription Term together with any subsequent Renewal Periods;

means the user subscriptions purchased by the Customer via Subscription Fees which entitle Authorised Users to access and use the Services and the Documentation in accordance with the statement of work executed by Customer and MOBILESQUARED and these Subscription Terms

Where the context so admits or requires words denoting the singular include the plural and vice versa and words denoting any gender include all genders.

A reference to any Party shall include that Party’s personal representatives, successors and permitted assigns.

A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

A reference to writing or written includes e-mails, provided, however, the terms of this Agreement may only be amended by a written agreement executed by the Parties.

A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

2. USER SUBSCRIPTIONS (APPLIES TO ONLINE DATA SUBSCRIBERS ONLY, NOT TO CUSTOM DATA PURCHASES)

2.1 Subject to the payment of Subscription Fees, MOBILESQUARED hereby grants to the Customer a non- exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Customer’s internal business. Notwithstanding anything to the contrary contained in this Agreement, the Customer shall be entitled to share limited data with third parties for promotional and commercial exploitations (i.e. client pitches, internal/external presentations, investor reports, service provision, etc), subject to making it expressly clear each time, in advance or at the time of sharing that the data has been sourced from MOBILESQUARED.

2.2. If the Customer wishes to transfer one of its allocated User Subscription licences from a user whom it no longer wishes to access the data subscription, to a new user, this is permissible under the terms of this Agreement. We ask the Customer to notify MOBILESQUARED of this in writing, at which point we will reassign the licence to the new user as instructed by the Customer.

2.3 In relation to the Authorised Users, the Customer undertakes that:

• it will comply with the Fair Usage Policy outlined below;
• the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall not exceed the number of User Subscriptions it has purchased;
• it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation;
• each Authorised User shall keep a secure password for their use of the Services and Documentation, that such password shall be changed no less frequently than bi-annually, and that each Authorised User shall keep their password confidential;
• it shall maintain a written, up to date list of current Authorised Users and provide such list to MOBILESQUARED within 5 Business Days of MOBILESQUARED’s written request at any time or times;

2.4 The Customer shall not, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the Parties and except to the extent expressly permitted under these Subscription Terms:

• under any circumstances the Customer shall not submit MOBILESQUARED data, or cause Mobilesquared data to be submitted to any Artificial Intelligence (AI) Application or Programme, either in part or in its entirety. This applies to any data in its original form, or any extrapolation of data which uses MOBILESQUARED data as its original source.
• shall not attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means without listing a source, in line with 2.1 above; or
• shall not attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to
  • human-perceivable form all or any part of the Software; or
  • use or access all or any part of the Services and Documentation in order to build a standalone product or service which
  • competes with the Services and/or the Documentation; or
  • or license, sell, rent, lease, transfer, assign, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or
  • attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this Clause
  • misrepresent the original meaning of, or use MOBILESQUARED data out of its original context in any way

2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify MOBILESQUARED.

2.6 MOBILESQUARED reserves the right, by sending a prior written notice, without liability or prejudice to its other rights to the Customer, to:

• disable or suspend access, to all or part of the Services and/or to disable or restrict access to any material, in the event that the Customer commits an incurable material breach of any of its obligations under the prevailing Data Protection legislation; and
• disable or restrict access to any part of the Services to any Authorised User that commits any of the activities listed in Clause 2.4.
• pursue legal recourse and seek appropriate compensation in light of a data breach that materially impacts MOBILESQUARED’s commercial data activities and services

2.7 MOBILESQUARED shall provide 7 days’ written notice to the Customer before disabling or suspending all or part of the Services for maintenance purposes. Notwithstanding the foregoing, if any passwords or credentials are compromised, or MOBILESQUARED detects any Prohibited Activity, MOBILESQUARED may, upon written notice, suspend, all or part of the provision of the Services affected or restrict the access to, and/or where feasible disconnect, any Authorised Users in question from the affected Services, until such time as the Prohibited Activities have ceased. If this happens MOBILESQUARED will notify the Customer as soon as reasonably practicable in the circumstances.

3. ADDITIONAL USER SUBSCRIPTIONS

3.1 The Customer may, from time to time during any Subscription Term, purchase additional User Subscriptions at a one-off cost of GBP £500, and MOBILESQUARED shall grant access to the Services and the Documentation to such additional Authorised Users in accordance with the provisions of this Agreement. Where such new or additional Service’s subscription (not individual licence subscriptions) shall have the same term of the initial subscription mentioned above in this Agreement.

4. SERVICES

4.1 MOBILESQUARED shall, during the Subscription Term, provide the Services and make available the Documentation to the Customer on and subject to the terms of this Agreement.

4.2 MOBILESQUARED shall use commercially reasonable endeavours to make the online Services available 24 hours a day, seven days a week, except for:

• planned maintenance carried out Normal Business Hours; and
• unscheduled maintenance performed outside Normal Business Hours, provided that MOBILESQUARED has used reasonable endeavours to give the Customer at least 6 Normal Business Hours’ notice in advance.

5. MOBILESQUARED’S OBLIGATIONS

5.1 MOBILESQUARED undertakes that the Services will be provided with reasonable skill and care.

The undertaking at Clause 5.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to MOBILESQUARED’s instructions, or modification or alteration of the Services by any party other than MOBILESQUARED or MOBILESQUARED’s duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, MOBILESQUARED will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer’s sole and exclusive remedy for any breach of the undertaking set out in Clause 5.1.

5.2 MOBILESQUARED does not warrant that:

• that the Services, Documentation (including any associated data) and/or any other information obtained by the Customer through the Services will meet the Customer’s requirements; or
• the Software or the Services will be free from vulnerabilities or viruses;

5.3 MOBILESQUARED is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities that are not within MOBILESQUARED’s span of control, including the internet.

5.4 MOBILESQUARED warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement.

5.5 MOBILESQUARED hereby warrants that all data provided through the Service is collected and presented with a commitment to objectivity and fairness. The Provider ensures that the methodologies employed in data collection, aggregation, and presentation are designed and executed to avoid any manipulation of market perceptions or outcomes.

6. THE CUSTOMER’S OBLIGATION

6.1 The Customer shall:

• provide MOBILESQUARED with all commercially reasonable co-operation in relation to this Agreement; and
• without affecting its other obligations under this Agreement, comply with all applicable laws and regulations with respect to its activities under this Agreement;
• ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this Agreement and shall be responsible for any Authorised User’s breach of this Agreement; and
• be, to the extent permitted by law and except as otherwise expressly provided in this Agreement, solely responsible for procuring, maintaining and securing its network connectivity from its systems to MOBILESQUARED’s Software platform, and all problems, conditions, delays, delivery failures and all
• other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.

7. CHARGES AND PAYMENT

7.1 The Customer shall pay the applicable Subscription Fees to MOBILESQUARED for the User Subscriptions in accordance with this Clause 7.

7.2 The Customer shall, if required by the Customer’s internal procedures, on the Effective Date provide to MOBILESQUARED approved purchase order information acceptable to MOBILESQUARED and any other relevant valid, up-to-date and complete contact and billing details.

7.3 MOBILESQUARED shall invoice the Customer:

• on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and
• the Customer shall pay each invoice within 30 days after the date of such

7.4 If MOBILESQUARED has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of MOBILESQUARED, upon notification:

7.5 MOBILESQUARED may, without liability to the Customer, disable the Customer’s password, account and access to all or part of the Services and MOBILESQUARED shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid.

8.1 The Customer acknowledges and agrees that MOBILESQUARED and/or its licensors own all intellectual property rights in the Services and the Documentation. Except as expressly stated herein, this Agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.

9. CONFIDENTIALITY

9.1 None of the Parties shall disclose to any person or use for any purpose any confidential information of the other as a result of entering into this Agreement. This restriction shall continue to apply for a period of three (3) years following the expiration or termination of this Agreement. These obligations shall cease to apply to knowledge or information which (i) the disclosing Party permits the receiving Party to disclose; (ii) may properly come into the public domain (through no fault of the receiving Party); or (iii) is required by law to be disclosed upon production.

10. INDEMNITY

10.1 MOBILESQUARED shall defend the Customer, its officers, directors and employees against any claim that the Customer’s use of the Services or Documentation in accordance with this Agreement infringes any United Kingdom or other applicable law patent, copyright, trademark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims.

11. LIMITATION OF LIABILITY

11.1 Neither Party shall be liable whether in tort, contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement; and

11.2 Parties total aggregate liability in contract tort (including negligence), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the total Subscription Fees paid for the User Subscriptions during the 12 months immediately preceding the date on which the claim arose.

11.3 Nothing in this Agreement limits liability arising from (i) either Party’s indemnification obligations; (ii) either Party’s breach of confidential information or a breach of the other Party’s intellectual property rights, (iii) either Party’s gross negligence or intentional misconduct; or (iv) either Party’s breach of data security and data privacy

12. TERM AND TERMINATION

12.1 This Agreement shall, unless otherwise terminated as provided in this Clause 14, commence on the Subscription Date and shall continue for the Initial Subscription Term. Upon the expiry of the Initial Subscription Term, the Agreement shall not automatically renew, and the Parties may enter into a new agreement at their discretion.

12.2 If a Party materially breaches this Agreement, the breaching Party will have thirty (30) days from receipt of the non-breaching Party’s written notice thereof to cure such breach, failing which the non-breaching Party may terminate the Agreement with immediate effect by providing written notice of termination to the breaching Party.

12.3 On the effective date of termination of this Agreement for any reason:

• all licences granted under this Agreement shall terminate and the Customer shall not have access to the Services and/or the Documentation;
• MOBILESQUARED will destroy or otherwise dispose of any of the Customer Data in its possession.
• any rights, remedies, obligations or liabilities of the Parties that have accrued up to the effective date of termination, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination shall not be affected or prejudiced.

13. FORCE MAJEURE

13.1 Parties shall have no liability to the other Party under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement due to a Force Majeure event provided that the Party that is unable to perform due to Force Majeure event will notify the other Party within 15 days from the date of the event occurred of such an event and its expected duration. Should such Force Majeure continue for a period of more than 60 days, then the Party not prevented or restricted by the Force Majeure shall be entitled forthwith to terminate the Services and/or this Agreement by immediate effect by sending a written notice. In the event MOBILESQUARE is the non-performing Party, MOBILESQUARE shall promptly issue a pro-rata refund to Customer for the period from the date non-performance first occurred until the expiry of the then-current Subscription Term.

14. WAIVER

14.1 A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.

14.2 A failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

15. RIGHTS ANND REMEDIES

15.1 The rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

16. SEVERENCE

16.1 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Clause shall not affect the validity and enforceability of the rest of this Agreement.

16.2 If one Party gives notice to the other of the possibility that any provision or part-provision of this Agreement is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

17. THIRD PARTY RIGHTS

17.1 A person who is not a Party to this Agreement may not enforce any of its provisions under the Contracts (Rights of Third Parties) Act 1999.

18. NOTICES

18.1 Any notice or other communication given to a Party under or in connection with this Agreement shall be in writing and shall be:

• either delivered by post at its registered office (if a company) or its principal place of business (in any other case) which shall be deemed delivered on the date of the delivery confirmation: or
• sent by email to the address specified below which shall be deemed delivered on the date of Read receipt and if not available after 2 business days of the date of sending the notice: info@mobilesquared.co.uk

19. GOVERNING LAW AND JURISDICTION

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

19.2 Each Party irrevocably agrees that the courts of Ireland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims)

20. FAIR USAGE POLICY

20.1 The Customer undertakes that it will comply with the Fair Usage Policy outlined below;

The maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall not exceed the number of User Subscriptions it has purchased;

it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Data Services and/or Documentation (Mobilesquared is able to reassign your User/s at any time, at no additional charge).

Each Authorised User shall keep a secure password for their use of the Services and Documentation, and that each Authorised User shall keep their password confidential;

The Customer shall not access, store, distribute or transmit any viruses (or permit the introduction of any virus), or any material that is unlawful, harmful, threating, defamatory, obscene, infringing, harassing or racially or ethnically offensive during its use of the Services.

The Customer shall not:

Except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under these Subscription Terms:

Attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, publicly display, transmit, or distribute all or any portion of the Data Services/or Documentation (as applicable) in any form or media or by any means; or

Attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human- perceivable form all or any part of the Data Services or Documentation; or

Access all or any part of the Data Services and Documentation in order to build a product or service which competes with the Data Services and/or the Documentation; or

Use the Data Services and/or Documentation to provide services to third parties which directly compete with Mobilesquared Data Services; or

License, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party in its entirety, except the Authorised Users.

Attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under the permitted usage of Mobilesquared’s published data or intelligence, i.e. Customers are permitted to select relevant data points to illustrate a particular business case or market conditions, always crediting Mobilesquared as the source, and not publishing these in a publicly accessible forum without prior consent of Mobilesquared.

The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify MOBILESQUARED.

MOBILESQUARED reserves the right, by sending a prior written notice, without liability or prejudice to its other rights to the Customer, to:

Disable or suspend access, to all or part of the Services and/or to disable or restrict access to any material, in the event that the Customer breaches and its incurable any of its obligations under the prevailing Data Protection legislation; and

MOBILESQUARED shall provide 7 days’ written notice to the Customer before disabling or suspending all or part of the Services for maintenance purposes. Notwithstanding the foregoing, if any passwords or credentials are compromised, or MOBILESQUARED detects any Prohibited Activity, MOBILESQUARED may suspend immediately and without prior notice, all or part of the provision of the Services affected or restrict the access to, and/or where feasible disconnect, any Customer Users in question from the affected Services, until such time as the Prohibited Activities have ceased. If this happens MOBILESQUARED will notify the Customer as soon as reasonably practicable in the circumstances.