1. Definitions
   1. "Account" means the accounts USER or PEOPLE creates, via the Software;
   2. "Authorized User" means USER's employees and/or contractors whom USER authorizes to use the Real Time Monitoring Software strictly on its behalf;
   3. "USER" or "you" means the company or legal entity as set out in this Agreement;
   4. "USER Data" means data inputted by the USER, Authorized Users, or a third party on USER's behalf for the purpose of using the Real Time Monitoring Software or facilitating the USER's use of the Real Time Monitoring Software;
   5. "Documentation" means any training, technical services, or documentation made available to USER by PEOPLE;
   6. "Personal Data" means any information that relates to an identified or identifiable natural person;
   7. "Real Time Monitoring Devices" (hereinafter the "Devices") mean the PEOPLE's monitoring Devices that USERhas purchased or leased;
   8. "Real Time Monitoring Software" (hereinafter the "Software") means the Software as a Service (SaaS), available via Desktop or Mobile Application, provided by PEOPLE to enable the USER to monitor all shipments and modes of transport;
   9. "Real Time Monitoring Support Services" (hereinafter the "Support") mean the support services provided by PEOPLE to the USER via email from Monday to Friday (09:00 - 17:00 CET) excluding public holidays;
   10. "Subscription Fees" mean the fees payable by the USER to PEOPLE for the Real Time Monitoring Software, as set out in the Proposal;
   11. "Subscription Packages" mean the packages offered by PEOPLE to the USER from time to time;
   12. "Subscription Period" means the subscription period specified in the Proposal;
   13. "Testing Period" means the testing period specified in the Proposal (if applicable), which is provided to the USER on the terms set out in clause 2.2 of this Agreement;
   14. "Warranty Period" means one (1) year warranty for Real Time Monitoring Devices sold as of the date of shipment.
2. Scope
   1. Under this Agreement PEOPLE is responsible for:
      1. the supply of the Devices whether purchased or leased for the lease term;
      2. the granting of a license to the USER to use the Software and its updates during the Subscription Period;
      3. the provision of Support to the USER during the Subscription Period;
      4. the replacement of Devices, if the Devices are faulty whilst within the Warranty Period if the Devices have been purchased;
      5. the replacement of Devices, if the Devices are faulty whilst within the Subscription Period if the Devices are leased;
   2. During the Testing Period the following terms shall apply:
      1. The Testing Period shall begin on the date on which USER receives the Devices ("Trial Items").
      2. Upon expiration of the Testing Period, the USER shall be deemed to have commenced the Subscription Package with PEOPLE, as set out in the Proposal.
      3. If the Trial Items do not meet the agreed requirements, USER may terminate the testing services and return the Trial Items to PEOPLE.
3. License
   Subject to these Terms, PEOPLE grants to the USER a non-exclusive, non-sublicensable, non-transferable, worldwide and revocable license to access and use the Software during the Subscription Period. PEOPLE reserves the right to make changes and updates to the functionalities and/or documentation from time to time.
4. Real Time Monitoring Devices
   1. evices shall be deemed to be purchased or leased if indicated as such in the Proposal. USER shall be charged and must pay the applicable price for the Devices specified in the Proposal.
   2. PEOPLE shall deliver the Devices Ex-works to the USER. PEOPLE may deliver the Devices at the place designated by the USER at USER's costs and expenses including any applicable taxes, duties or levies.
   3. During the Warranty Period the Devices shall be warranted to be free from defect and any defective Devices shall be replaced, provided that any claim made under this clause shall be made in writing to PEOPLE within the Warranty Period.
5. Appropriate use of the Software
   USER may not allow any third-party, including its Authorized Users, to use the Software:
   • for any inappropriate, improper, discriminatory, illegal, or otherwise harmful purpose or
   • to violate, or encourage the violation of, the rights of others which includes, without limitation, legal rights (e.g., intellectual property or proprietary rights) or human rights, each as reasonably determined by PEOPLE.
   PEOPLE reserves the right to suspend or terminate immediately any Account or activity that is disrupting or causing harm to PEOPLE's computers, systems or infrastructure or to other parties or is in violation of the applicable legislation.
6. Support
   1. During the Subscription Period, PEOPLE shall provide email Support to the USER. PEOPLE shall use its reasonable efforts to provide Support during the Subscription Period.
   2. The provision of other Support could be available at additional costs and as per the USER's needs.
   3. Support shall not cover the following:
      1. misuse of the Devices or failure to use the Software in accordance with the Documentation;
      2. unauthorized attempts to repair, replace, modify the Devices or Software.
7. Fees and Payment
   1. USER shall pay the Subscription Fees to PEOPLE for the applicable Subscription Period in accordance with this clause and the Proposal.
   2. Subscription Fees shall be paid in advance for each monthly subscription, in accordance with the payment schedule set out in the Proposal. PEOPLE shall invoice the USER for the applicable Fees, including any additional costs that may be incurred, at the end of each month. The Fees shall be paid in the currency shown in the Proposal. The USER shall receive the invoice at the end of each month.
   3. If PEOPLE does not receive an on time, full payment from the USER, PEOPLE may without prejudice to its other rights or remedies under this Agreement, disable USER's password, Account and access to all or part of the Software and PEOPLE shall be under no obligation to provide any or all of the Support.
   4. Fees shall remain fixed during the Subscription Period. Any change to the Fees shall apply from the date of each renewal of the Subscription Period, unless otherwise agreed in writing.
8. Export Controls
   The Parties shall, in relation to this Agreement, comply with all applicable export control laws and regulations.
9. USER Data
   1. USER shall own all right, title and interest in and to all of the USER Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the USER Data. PEOPLE shall not use the USER Data for any purpose other than to provide the Software to the USER and for statistical reporting purposes. PEOPLE may aggregate anonymous statistical data regarding use and functioning of its system, unless the USER objects to this processing.
   2. USER grants to PEOPLE a non-exclusive license to use, copy, store, transmit and display USER Data to the extent reasonably necessary so that PEOPLE can supply the Software as well as the Support, and any enhancements or modifications to the USER.
   3. PEOPLE shall use commercially reasonable security measures to protect USER Data against unauthorized disclosure or use. PEOPLE shall follow its archiving procedures for USER Data. In the event of any loss or damage to USER Data, the USER's sole and exclusive remedy shall be for PEOPLE to use reasonable commercial endeavors to restore the lost or damaged USER Data from the latest back-up of such USER Data maintained by PEOPLE. PEOPLE shall not be responsible for any loss, destruction, alteration or disclosure of USER Data caused by any third party (except those third parties sub-contracted by PEOPLE to perform services related to USER Data maintenance and back-up).
10. Data Protection
    1. PEOPLE and USER shall respectively comply with all applicable Data Protection Legislation. PEOPLE shall, in providing the Software and Support, comply with its Privacy Policy relating to the privacy and security of USER's Personal Data as may be notified to the USER from time to time.
    2. USER shall be responsible for notifying the relevant third parties of any processing activities to be carried out in connection with the provision of the Software and Support and obtaining and maintaining any consents necessary to enable PEOPLE to perform such processing activities.
    3. Where USER provides Personal Data to PEOPLE for the purpose of providing its Software and Support, PEOPLE is deemed to be a data processor. This Agreement sets out the scope of the processing carried out by PEOPLE. PEOPLE shall:
       1. only process Personal Data:
          • to the extent necessary to provide the Software and Support;
          • in accordance with the specific instructions of the USER (save to the extent, in the opinion of PEOPLE, such instructions infringe the Data Protection Legislation, in which case PEOPLE shall notify the USER); or
          • as required by any competent authority or applicable law;
       2. implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk related to the processing of the Personal Data;
       3. keep and procure that its partners, employees, agents and all parties related to the Data processing- keep Personal Data confidential in accordance with confidentiality obligations contained in clause 12 (Confidentiality);
       4. Notify the USER without undue delay and provide reasonable cooperation after becoming aware of a personal data breach related to Personal Data in PEOPLE's possession or control;
       5. provide reasonable cooperation and assistance to the USER in relation to any request by a data subject to have access to Personal Data held by the USER or in relation to a reasonable request, allegation or complaint by a competent authority or data subject, being obliged to notify the USER in writing without undue delay about the receipt of any request (save to the extent prevented from doing so by applicable law);
       6. be entitled to recover any costs incurred in assisting the USER in meeting its obligations under the Data Protection Legislation;
       7. at the reasonable request of the USER, delete or return all Personal Data to the USER on termination or expiry of the Subscription Period.
    4. To the extent required by Data Protection Legislation, PEOPLE shall maintain a record of its processing activities and provide such cooperation and information to the USER as is reasonably necessary for the USER to demonstrate compliance with Data Protection Legislation. Such cooperation shall include permitting the USER, at the USER's sole cost and expense, to audit PEOPLE's compliance with this Clause (Data Protection) provided that, unless expressly required otherwise by any competent authority, reasonable prior notice of not less than [30] days is given of any proposed audit and the parties shall, acting reasonably, agree on the scope and parameters of any such audit;
    5. Provided that, to the extent the audit scope is covered by any audit already carried out for PEOPLE by an independent third-party auditor during the past twelve (12) months prior to the USER's audit request, PEOPLE may share the report with the USER to the extent relevant to the USER's request and the disclosure of such report shall be deemed to satisfy the audit request made by the USER. Where, acting reasonably, audit is still required by the USER:
       • such audit shall be conducted during regular business hours, subject to PEOPLE's policies and shall not unreasonably interfere with PEOPLE's business activities; and
       • the audit shall be subject to PEOPLE's duties of confidentiality owed to any of its USERs or employees and shall not extend to PEOPLE's subcontractors. The audit rights granted in this Clause may not be conducted more than once in any calendar year, unless otherwise required by applicable Data Protection Legislation.
    6. In case PEOPLE uses any subcontractor, PEOPLE shall ensure that:
       • such processing is subject to a written contract or other legal act with such sub-processor, undertaking data protection obligations no less onerous than those set out in this Clause; and
       • PEOPLE shall remain liable for the acts and omission of any such sub-processor with respect to the processing of Personal Data.
    7. PEOPLE shall be entitled to process or transfer Personal Data to any jurisdiction and to any subcontractor,provided that such transfer is permissible under Data Protection Legislation.
    8. PEOPLE shall at all times be permitted to store Personal Data included in routine backups, which are remotely located and restrictively available, in line with its data retention policies and PEOPLE's policies and in compliance with applicable laws.
11. Location Data
    Our application may collect and process location data when you use certain features of the app.
    What location data we collect:
    1. Precise location (GPS and network-based location), when permitted by the user
    2. Approximate location
    3. Location information derived from Bluetooth device scanning (when applicable)
    Why we collect location data
    We use location data to:
    1. Enable Bluetooth and nearby device connectivity features
    2. Support device pairing and communication
    3. Provide location-based functionality within the app
    4. Improve operational performance and service delivery
    Background location access
    If you grant permission, the app may access location data while running in the background in order to support continuous Bluetooth communication and related services.
    Data storage
    1. Location data is not stored beyond what is necessary to provide the service.
    2. We do not sell location data.
    3. Location data is not shared with third parties except as required to provide the service or comply with legal obligations.
    User control
    You may enable or disable location permissions at any time through your device settings. Disabling location access may limit certain functionality of the app.
12. Passwords and Access
    USER shall be solely responsible for administering and protecting Accounts. USER agrees to provide access to the Software only to Authorized Users, and to require such Authorized Users to keep Account login information, including User names and passwords, strictly confidential and not provide such Account login information to any unauthorized parties. In the event that USER or any user becomes aware that the security of any Account login information has been compromised, USER shall immediately notify PEOPLE and de-activate such Account or change the Account's login information. Users may only use the Software strictly on behalf of USER and subject to the terms and conditions applicable to USER herein. USER is responsible and liable for any breach by a user of his or her obligations hereunder.
13. Confidentiality
    1. "Confidential Information" means any information of a confidential nature, including, without limitation, any engineering, technical, manufacturing, service, commercial, financial and personnel information disclosed by one Party to the other Party, no matter whether in oral, written, graphic, electronic or other machine-readable form. PEOPLE's Confidential Information includes, among other, information related to any Device and Software, including the pricing thereof, uses, and any data or information that PEOPLE provides to USER. USER's Confidential Information includes USER Data and any data or information that USER provides to PEOPLE.
    2. Confidential Information excludes information that:
       • is now or hereafter becomes generally known or available to the public, through no breach of the receiving Party's confidentiality obligations;
       • was known, without restriction as to use or disclosure, by the receiving Party prior to receiving such information from the disclosing Party;
       • is acquired by the receiving Party from a third party who has the right to disclose it and who provides it without restriction as to use or disclosure; or
       • is independently developed by the receiving Party without use or knowledge of or reference to any Confidential Information of the disclosing Party.
    3. The receiving Party agrees:
       • to maintain the disclosing Party's Confidential Information in strict confidence;
       • not to disclose such Confidential Information to any third parties (except for the employees and any agents and/or contractors of the receiving Party in performing their obligations under this Agreement, who are bound by reasonable confidentiality obligations); and
       • not to use any such Confidential Information for any purpose except for the performance of this Agreement or as authorized by the disclosing Party. Notwithstanding anything to the contrary in this Agreement, the receiving Party may disclose the disclosing Party's Confidential Information to the extent required by law or regulation, provided that the receiving Party uses reasonable efforts to give the disclosing Party advance notice of such requirement and reasonably cooperates with the disclosing Party at the disclosing Party's expense in preventing, limiting, or protecting such disclosure.
14. Intellectual Property Rights
    1. USER acknowledges PEOPLE's ownership and title to copyrights, patents, trademarks, trade secrets, and any other intellectual property and proprietary rights of any kind relating to the Devices and Software. PEOPLE does not grant to USER any other right or license, either express or implied, in or to other than the use of Devices and Software as expressly stated herein.
    2. USER agrees not to alter, resell or sublicense the Software. USER agrees not to reverse engineer the Devices or Software. USER shall not:
       • build a competitive Device or Software,
       • make or have made a product using similar features, functions or graphics of the Software,
       • make derivative works based upon the Software,
       • copy any features, functions or graphics of the Software or the PEOPLE's content. Use, resale or exploitatio of the Software and/or the PEOPLE's content except as expressly permitted in this Agreement.
15. Indemnity
    USER shall defend, indemnify and hold harmless PEOPLE against any claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the USER's use of the Software and/or Documentation.
16. Term and Termination
    1. This Agreement shall come into force upon the date of signature of the Agreement ("Effective Date") and shall continue for the Subscription Period, unless terminated earlier as provided hereunder. Upon expiration of the Subscription Period, the parties may renew this Agreement for additional periods by mutual written agreement.
    2. Either Party may, by notice to the other Party, terminate this Agreement:
       1. immediately if the other Party is in material breach of this Agreement, which is not remedied within 10 business days of that Party being given notice to do so; or
       2. immediately if the other Party is going into liquidation, or a Receiver, or Administrator is appointed over all, or part of its assets, or being the subject of any other formal insolvency procedure.
    3. Where there is a breach of the Agreement by the USER or if termination is actioned by the USER, all Subscription Fees for the commitment period, as set out in the Proposal, become due and payable by the USER.
    4. Upon expiry or termination of this Agreement, all licences granted under this Agreement shall terminate immediately and all provisions of this Agreement shall cease to have effect, except that any provision, which can reasonably be inferred as continuing or is expressly stated to continue shall continue in full force and effect.
17. Warranties
    Each Party represents and warrants that it has full power and authority to enter into and perform its obligations under this Agreement. USER represents and warrants that it has not falsely identified itself or provided any false information to gain access to the Software and that USER's billing information is correct.
18. Disclaimer of Warranties
    1. PEOPLE's warranties are limited to those set out in this Agreement. To the maximum extent permitted by law, the Software is provided on an "AS IS", "AS AVAILABLE" and "WITH ALL FAULTS" basis. PEOPLE makes no representations, warranties or endorsements of any kind whatsoever, express or implied, as to the Software and the content. PEOPLE disclaims all warranties, express or implied, including, but not limited to the warranties of merchantability, fitness for a particular purpose and non-infringement.
    2. PEOPLE makes no warranty that the Software shall meet USER's requirements or be available on an uninterrupted, secure, or error-free basis. PEOPLE makes no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any analytics or USER Data. PEOPLE is not responsible for software installed or used by USER or for the operation or performance of the Internet. USER acknowledges that the use of the Software is at its sole risk.
19. Limitation of Liability
    1. If you have any basis for recovering damages, you can recover from PEOPLE only direct damages up to the amount you paid for Support (or up to 100 euros if the Support was free); and
    2. Neither Party will be liable to the other for any consequential, special, indirect or incidental damages, including but not limited to loss of profits, loss of your data or loss of business, for any matter related to this Agreement, any Support or any other materials or information that PEOPLE provides, even if PEOPLE was advised of the possibility of such damages or they were foreseeable.
    3. This limitation of liability does not apply to either Party's liability to the other for violation of its confidentiality obligation or the other Party's intellectual property rights or for fraud, gross negligence or intentional misconduct by a Party or for death or personal injury caused by that Party's negligence.
    4. You are responsible for your use of the Support and liable for any resulting damage there from to the maximum extent the law permits.
    5. The provisions of paragraph 18 shall not apply to any liability, which by the governing law of this Agreement is unlawful to limit or exclude.
20. Links to and Integrations with Third Party products or services
    The Software may contain links to and/or integrate with third party websites, resources, products and/or services. PEOPLE PROVIDES THESE LINKS AND INTEGRATIONS "AS IS" WITHOUT WARRANTY OF ANY KIND AND ONLY AS A CONVENIENCE. PEOPLE is not responsible for the content, functionality, or availability of such third-party products and/or services. USER acknowledges sole responsibility for and assumes all risk arising from its use of any third-party websites, resources, products and/or services and any links or integrations made available thereto.
21. Force Majeure
    Neither Party shall have liability to the other Party under this Agreement, if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes, failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, maliciousdamage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of a Party or sub-contractors, provided that the other Party is notified of such an event and its expected duration.
22. Relationship of the Parties
    No agency, partnership, joint venture, or other joint relationship is created by this Agreement. PEOPLE may enter into the same, similar or different agreements with others.
23. Severability
    If any provision of this Agreement is found to be invalid or unenforceable, then such invalidity or unenforceability shall have no effect on the other provisions hereof, which shall remain valid, binding and enforceable and in full force and effect, and such invalid or unenforceable provision shall be construed in a manner so as to give the maximum valid and enforceable effect to the intent of the parties expressed in this Agreement.
24. Amendment, Waiver
    No amendment or waiver of any of the provisions of this Agreement shall be effective, unless made in writing and signed by the Parties. For the avoidance of doubt, agreement by email shall constitute an agreement in writing.
25. Assignment
    Neither this Agreement nor any rights or obligations hereunder may be transferred or assigned without the other Party's prior written consent and any attempt to the contrary shall be void.
26. Governing Law/ Dispute Resolution
    This Agreement and the relationships of the Parties in connection with this Agreement, shall be governed by and construed under the laws of England and Wales. Any dispute arising from or in connection with this Agreement, shall be referred to arbitration under the LCIA Rules. The number of arbitrators shall be three and the seat, or legal place, of arbitration shall be London, England. The language to be used in the arbitration proceedings shall be English.