‍Protex AI Terms and Conditions

These Protex AI Terms and Conditions (“Terms”) are effective as of the date of the last Party to sign the first Order placed under these Terms (“Effective Date”) and are made by and between the entity described as “Customer” on such Order (“Customer”), and the entity described as “Protex AI” on such Order (“Protex AI”).

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1. DEFINITIONS

“Additional Services” has the meaning given to it under clause 4.3.

“Affiliate”: any corporation, partnership, or other entity now existing or hereafter organised that directly or indirectly controls, is controlled by, or under common control of a Party to the Agreement; where “control” is ownership, voting or similar interest representing more than fifty percent (50%) of the voting shares or otherwise having the power to direct the management of the entity.

“Agreement” has the meaning given to it under clause 2.

“AI Features” machine learning or artificial intelligence features of the Platform.

“Business Day”: any day (excluding Saturdays and Sundays) on which banks are generally open for business in the location incorporation of Protex AI entity specified in the Order;

“Customer Data” means any data, content or materials that Customer (including its Users) submits to the Platform, including through third-party platforms.

“Confidential Information”: in relation to either Party, information (whether in oral, written or electronic form) belonging or relating to that Party, its business affairs or activities which is not in the public domain and which: (i) either Party has marked as confidential or proprietary; (ii) either Party, orally or in writing, has advised the other Party of the confidential nature of the information; or (iii) due to its character or nature, a reasonable person in a like position to the recipient of such information under the Agreement and under like circumstances, would treat as confidential, including but not limited to any Customer Data (which is Customer’s Confidential Information); or details of the Services, the results of any performance tests of the Services and the Documentation (which are Protex AI’s Confidential Information).

“Customer Data”: the data inputted by Customer, Users or Protex AI on Customer’s behalf as part of their use of the Platform, including but not limited to any Video Data.

“Data Processing Agreement” or “DPA”: the data processing agreement applicable to the services which can be found at [web link] as may be amended by Protex AI from time to time and which is hereby incorporated by this reference.

“Data Protection Laws”: means all applicable laws, regulations, and standards regarding data protection, privacy, and the processing of personal data as applicable and binding on the Parties and/or the Services including but not limited to: (i) Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the Processing of Personal Data and on the free movement of such data (General Data Protection Regulation) (the "EU GDPR"); (ii) the Data Protection Act 2018 and EU GDPR as saved into United Kingdom law by virtue of section 3 of the United Kingdom's European Union (Withdrawal) Act 2018 (and regulations made thereunder) (the "UK GDPR"); (iii) the EU e-Privacy Directive (Directive 2002/58/EC); (iv) the California Consumer Privacy Act 2018, as amended by the California Privacy Rights Act 2020; and (iv) any and all applicable national data protection laws made under, pursuant to, or that apply in conjunction with, any of the above; in each case as may be amended or superseded from time to time.

“Deployment Date”: the date on which the Platform has been fully deployed on the Site, as stated in the Deployment Notice.

“Deployment Notice”: the written notice provided by Protex AI to Customer confirming that the Deployment Services have been completed.

“Deployment Fee”: the fee as set out in the Order to be paid by Customer to Protex AI for the Deployment Services during the Deployment Period.

“Deployment Period”: the period beginning on the Effective Date and ending on the Deployment Date as set out in the Order.

“Deployment Services”: the services provided by Protex AI involving the deployment of the Hardware, the Platform on the Site, as well as any software customisation, procuring, consulting and computer programming services required for the provision of the Services during the Deployment Period as set out in the Order.

“Documentation”: the documentation and information provided by Protex AI to Customer in connection with the Platform.

“Effective Date”: the date of the Agreement;

“Fees” means the fees charged by Protex AI for the Subscription, the use of the Services and any other fees that may be applicable under the Agreement.

“Hardware”: hardware, tools, equipment and other tangible property (including, but not limited to, the edge device, mobile telephony, computers, personal digital assistance devices, monitoring devices, video cameras, data network components, diagnostic kits and machinery and engineer tools) and physical infrastructure owned by Protex AI and deployed on the Site as part of the Services as set out in the Order.

“High-Risk Activities” means activities where use or failure of the Platform or Services could lead to death, personal injury or environmental damage, including life support systems, emergency services, nuclear facilities, autonomous vehicles or air traffic control.

“Intellectual Property Rights” or “IPRs”: all copyright, design rights (whether registered or unregistered), all rights in inventions (whether patentable or not), patent applications, patents, know how, trademarks, business names, domain names, databases, moral rights, trade secrets and all goodwill acquired in relation to same and all rights of an equivalent nature whether registered or registrable and which exist now or in the future anywhere in the world.

“Normal Business Hours”: 9.00 am to 5.00 pm each Business Day in the location of the Site.

“Order”: an order form or a statement of work containing, amongst others, the details of the duration of the Initial Subscription Term, the applicable fees, and the scope of Services, any milestones and other details.

“Platform”: Protex AI’s proprietary computer-vision based software platform for real-time tracking and monitoring of workplace safety which provides proactive safety technology to help companies in their mission to realise an injury free workplace, which uses existing CCTV infrastructure coupled with cutting edge deep-learning and cloud-based technologies to continuously and autonomously audit in real time the safety procedures of warehouses, factories and ports.

“Services” the Deployment Services, Support Services and Additional Services (as applicable).

“Service Level Agreement” or “SLA” Protex AI’s service level agreement in respect of the provision of the Support Services as may be amended from time to time by Protex AI.

“Site” Customer’s premises or facilities specified in the Order with respect to which Protex AI will deliver the Services.

“Subscription” means the right for Customer to access the Platform and any related Services as described in the applicable Order.

“Subscription Term” means the term for Customer’s Subscription comprising the initial Subscription Term as per the Order and any subsequent Renewal Term.

“Support Services” those services to be provided by Protex AI to Customer for providing support in connection with the maintenance and deployment of the Platform and the Hardware at the Site as set out in the Service Level Agreement.

“Term” has the meaning given in clause 14.1; 

“User”: those employees, agents and contractors of Customer who are authorised by Customer to use the Platform and the Documentation.

“Video Data” any pictoral or videographic data, recordings, images and any other kind of recording or reproduction of still or moving visual images uploaded to or hosted on the Platform.

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2.AGREEMENT

2.1. The Agreement is a master services agreement covering the use of the Platform and Services provided by Protex AI. The provisions regarding the Platform, or Services apply only to the extent Customer has purchased, accessed or used the Platform and/or the Services.

2.2. The Agreement includes: (a) the Terms, (b) the Order(s); and (c) addenda, exhibits, schedules, appendices, specifications or other documents, incorporated by reference or attached hereto (“Schedules”). If there is a conflict between the Agreement’s parts the following precedence order shall apply: (i) the Terms; (ii) the Order, and (iii) the Schedules. An Order cannot change any part of the Agreement unless such Order clearly states which provisions it overrides.

2.3. Capitalised terms are defined in clause 14.

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3. PLATFORM

3.1. Subject to the Agreement, Customer may use the Platform and the Documentation for its business needs during the Subscription Term. 

3.2. Customer may permit Users to access and use the Platform on its behalf. Customer is responsible for managing its User accounts, for its Users’ actions on the Platform and for their compliance with the Agreement. Customer will ensure that Users keep their login credentials confidential and will promptly notify Protex AI upon learning of any compromise of User accounts or credentials.

3.3. Customer’s Affiliates may be Users. Alternatively, Customer’s Affiliates may enter into their own Orders as agreed with Protex AI, thus creating a separate agreement between each such Affiliate and Protex AI incorporating the Agreement terms, with the Affiliate treated as “Customer”. Neither Customer nor its Affiliates have any rights under each other’s separate agreement with Protex AI, and breach or termination of any such separate agreement affects only that agreement.

3.4. The rights granted to Customer hereunder are specific to the Site.

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4. SERVICES

4.1. Protex AI will perform the Services as described in the Order. Customer will give Protex AI timely access to Customer Data reasonably needed for the Services. The Services do not constitute “works for hire,” “works made in the course of duty,” or similar under laws where Intellectual Property Rights transfer upon the service performance. Services will commence on a mutually agreed upon date. Time estimates for Services are not guaranteed completion times.

4.2. Protex AI’s team will visit the Site as necessary to instal, deploy or review the Hardware on the Site. On the Deployment Date Protex AI shall send Customer the Deployment Notice. This date shall constitute the end of the Deployment Period. Customer shall be responsible for maintaining the Hardware in good condition (ordinary wear and tear excepted) while the Hardware is deployed on the Site. Customer shall reimburse Protex AI on demand for all costs and expenses incurred by Protex AI for any damage to or loss of the Hardware whether due to accident, operation of the Hardware in contravention of the instructions of Protex AI or otherwise caused by Customer or any of its officers, employees, agents, contractors or sub-contractors.

4.3. During the Subscription Term Customer may request certain additional services related to the Platform, such as deployment at more Sites (the “Additional Services”). Protex AI may provide these at its discretion under the Agreement with additional fees to be mutually agreed between the Parties with all the necessary details to be specified in an updated Order.

4.4. During the Subscription Term Protex AI will provide the Support Services and the Documentation to Customer under the Agreement and the SLA available. The indicative performance metrics for the Platform are included in the document "Understanding the System’s Performance".

4.5. Protex AI will provide Support Services to Customer during Normal Business Hours as per the Order according to the current SLA.

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5. USAGE RULES

5.1. Customer represents and warrants that it has all rights, consents and permits necessary to use Customer Data with the Platform and Services and to grant Protex AI the rights to Customer Data specified in the Agreement, without violating third-party IPRs, privacy or other rights. Customer is responsible for the content and accuracy of Customer Data. 

5.2. Customer will comply with all applicable health, safety, and data protection laws and regulations in its jurisdiction of incorporation and in Sites locations.

5.3. Customer: (a) will not use the Platform for High-Risk Activities; and (b) acknowledges that the Platform is not designed for (and Protex AI has no liability for) use prohibited in this clause 5.2.

5.4. Customer will not and will not allow others to: (i) sell, sublicense, distribute or rent the Platform (in whole or part), or let non-Users access to the Platform or Services, (ii) reverse engineer, decompile or seek to access the Platform source code, (iii) copy, modify, create derivative works of or remove proprietary notices from the Platform or Documentation, (iv) conduct security or vulnerability tests of the Platform, interfere with its operation or circumvent its access restrictions or (v) use the Platform or Services to develop a product that competes with the Platform or Services.

5.5. Customer will not use the Platform to make decisions about work relationships, promotion or termination of work-related contractual relationships, behaviour-based or personal trait-based task allocation or characteristics or to monitor and evaluate the performance and behaviour of persons in such relationships.

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6. WARRANTIES

6.1. Protex AI warrants that during the Subscription Term: 

       6.1.1. the Platform and Services will be provided substantially in accordance with the Agreement and the Documentation;

       6.1.2. the Platform will perform as intended in all material respects as set out in the Documentation; and

       6.1.3. it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under the Agreement.

6.2. The warranties under the Agreement shall not apply to the extent that the Platform’s functionality or the Services are affected by factors outside of Protex AI control, such as network issues, third-party software, or the use of the Platform by Customer contrary to the Documentation, Protex AI's instructions, or modification or alteration of the Platform by Customer or any person acting on Customer’s instruction or under its control.

6.3. Subject to clause 6.1.2, if the Platform or Services do not meet the warranties, Protex AI will, at its expense, use reasonable endeavours to correct any such non-conformance promptly, or provide Customer with an alternative means of accessing the Platform (as applicable). Such correction or substitution constitutes Customer's sole and exclusive remedy for any breaches of warranties.

6.4. Except as expressly and specifically provided in the Agreement: 

      6.4.1. each User assumes sole responsibility for results and information obtained from the use of the Platform by the User, and for conclusions drawn from such use. Protex AI shall have no liability for any damage caused by errors or omissions        in the Customer Data or in any information, instructions or scripts provided to Protex AI by Customer in connection with the Platform, or any actions taken by Protex AI at Customer's direction;

       6.4.2. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the Agreement; and

       6.4.3. access to the Platform is provided to Customer and the Users on an "as is" basis.

6.5. NOTWITHSTANDING THE FOREGOING, PROTEX AI: 

      6.5.1. DOES NOT WARRANT THAT THE PLATFORM WILL DETECT EVERY SAFETY INCIDENT, HAZARDOUS BEHAVIOR, OR SPECIFIC CONDITIONS. THE PLATFORM’S ALERTS AND REPORTS ARE BASED SOLELY ON VIDEO FOOTAGE ANALYSIS             AND THE PARAMETERS SET BY CUSTOMER AND ARE NOT A SUBSTITUTE FOR CLIENT’S OWN HEALTH & SAFETY PROTOCOLS.

      6.5.2. DOES NOT WARRANT THAT ANY PLATFORM REPORTS OR ALERTS ARE TESTED, VERIFIED, ENDORSED OR 100% ACCURATE, COMPLETE OR CURRENT. CUSTOMER SHOULD REVIEW AND VERIFY ALL REPORTS AND ALERTS AS TO             APPROPRIATENESS FOR ANY OR ALL OF CUSTOMER’S USE CASES OR APPLICATIONS.

      6.5.3. PROVIDES THE PLATFORM AS A DATA GATHERING AND NOT AN ACCIDENT PREVENTION TOOL. PROTEX AI SPECIFICALLY DISCLAIMS ANY LIABILITY OR RESPONSIBILITY HOWSOEVER ARISING DIRECTLY OR INDIRECTLY IN RESPECT            OF ANY ACCIDENTS, INJURIES TO ANY PERSON OR PROPERTY DAMAGE ON SITE, DUE TO CUSTOMER’S USE OF THE PLATFORM, OR DUE TO CUSTOMER’S RELIANCE ON THE PLATFORM’S ALERTS OR REPORTS; SUCH ACCIDENTS,            INJURIES OR DAMAGE ARE CUSTOMER’S SOLE AND ABSOLUTE RESPONSIBILITY;

     6.5.4. DOES NOT WARRANT THAT THE PLATFORM WILL OPERATE WITHOUT INTERRUPTIONS OR ERRORS; OR THAT THE PLATFORM, DOCUMENTATION OR INFORMATION OBTAINED BY THE USER THROUGH THE PLATFORM WILL MEET            CUSTOMER'S SPECIFIC REQUIREMENTS;

     6.5.5. IS NOT LIABLE DIRECTLY OR INDIRECTLY FOR ANY ACCESS, USE OR DISSEMINATION OF ANY VIDEO DATA CAUSED BY A USER OR OTHER THIRD PARTY WHICH ACCESSES SUCH VIDEO DATA; AND

     6.5.6. IS NOT LIABLE FOR DELAYS, DELIVERY FAILURES, OR ANY LOSS OR DAMAGE RESULTING FROM DATA TRANSFER OVER COMMUNICATIONS NETWORKS AND FACILITIES, INCLUDING THE PLATFORM OR THE INTERNET. CUSTOMER          ACKNOWLEDGES THAT THE PLATFORM AND DOCUMENTATION MAY BE SUBJECT TO LIMITATIONS, DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS CHANNELS.

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7. CUSTOMER’S OBLIGATIONS

7.1. Customer agrees to:

     7.1.1. Co-operate and assist Protex AI as required including giving access to the Site. If Customer delays such assistance, Protex AI may adjust any agreed timetable or schedule as reasonably necessary;

     7.1.2. provide all information necessary for Protex AI to deliver the Services and grant access to the Platform, including but not limited to Customer Data, security access information and configuration details;

     7.1.3. fulfil all other responsibilities set out in the Agreement promptly and efficiently. obtain and maintain all necessary licences, consents, and permissions necessary for Protex AI, its contractors and agents to perform their obligations;ensure           that its network and systems comply with the relevant specifications provided by Protex AI from time to time; and

     7.1.4. be solely responsible for its network connections and telecommunications links from its systems to the internet and the Platform, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to           Customer's network connections or telecommunications links.

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8. AI FEATURES AND INTELLECTUAL PROPERTY RIGHTS

8.1. Customer acknowledges and agrees that Protex AI retains all rights, title, and interest, including all IPRs, in and to the Platform, as well as software, tools, algorithms, designs, methodologies, Documentation, and all other materials provided as part of the Services (collectively, the “Protex AI IP”), whether developed by or for Protex AI prior to, during, or independent of the provision of Services to Customer. Nothing in the Agreement shall be construed to grant any rights or licenses in the Protex AI IP except as expressly set forth herein.

8.2. Subject to the Agreement, Protex AI hereby grants to Customer a non-exclusive, non-transferrable, fully paid-up, worldwide licence to use the Platform and Services for Customer’s internal business purposes during the Subscription Term.

8.3. For the avoidance of doubt, any proprietary or Intellectual Property Rights of Protex AI in the Platform and Services shall not extend to or include any Customer Data or any data-specific reports that are derived solely from the processing of Customer Data. Customer shall retain ownership of such reports but solely to the extent they are an expression of or derived from Customer Data.

8.4. The IPRs in the Customer Data are and shall remain the property of Customer. Protex AI may use Customer Data in de-identified and aggregated form to train or otherwise improve the AI Features. For these purposes (and without limiting Customer’s other obligations with respect to Customer Data generally), such data is provided by Customer to Protex AI “AS IS”.

8.5. Customer shall notify Protex AI immediately if Customer becomes aware of any unauthorised use of the whole or any part of the Platform, and/or the Documentation by any person. 

8.6. Customer shall not remove any of Protex AI’s notices of copyright or other IPRs contained in the Platform, and/or the Documentation.  

8.7. Protex AI may use Customer feedback regarding improvement or operation of the Platform or any of the Services without restriction or obligation. All feedback is provided “as is”. Protex AI will not publicly identify Customer as the source of feedback without Customer’s permission.

8.8. Protex AI shall not use Customer’s name and logo for marketing and promotion purposes without Customer’s consent. 

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9. FEES

9.1. Customer will pay the Fees in the amount and currency described in the Order. Unless stated otherwise, all amounts are due within 30 days after the invoice date (the “Payment Period”). Late payments incur a charge of 1.5% per month or the maximum amount allowed by law, whichever is less. Fees and expenses are nonrefundable except as expressly set out in the Agreement. Subject to any Order limits, Customer will reimburse Protex AI reasonable pre-agreed travel and accommodation expenses.

9.2. Customer is responsible for any sales, use, GST, value-added, withholding or similar taxes or levies that apply to its Orders, whether domestic or foreign (“Taxes”), other than Protex AI’s income tax. Fees and expenses are exclusive of Taxes.

9.3. If Customer disputes an invoice in good faith, it will notify Protex AI within the Payment Period. The Parties will aim to resolve the dispute over a 15-day discussion period. Customer is not required to pay disputed amounts during the discussion period but will timely pay all undisputed amounts. After the discussion period, either Party may pursue any available remedies.

9.4. Protex AI may suspend Customer’s access to the Platform and the Services due to a Suspension Event, but where practicable will give Customer prior notice. No notice is required for a suspension made to avoid material harm or violation of applicable law. Once the Suspension Event is resolved, Protex AI will promptly restore Customer’s access to the Platform and Services in accordance with the Agreement. “Suspension Event” means (i) Customer’s account is 30 days or more overdue, (ii) Customer is in breach of clause 5; or (iii) Customer’s use of the Services poses material risks to the Platform or others.

9.5. Protex AI may increase the Fees at the start of each Renewal Term with at least 90 days' prior written notice. The increase shall be the greater of: (i) 5% of the current Fees, or (ii) the percentage increase in the Consumer Price Index (CPI) or similar, and the Fees shall be deemed amended accordingly.

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10. DATA PRIVACY AND SECURITY

10.1. Subject to the Agreement, Protex AI will access and use Customer Data solely to provide access to, and maintain, the Platform as well as provide the Services.

10.2. The Parties will comply with the applicable Data Protection Laws and the Data Processing Agreement (DPA).

10.3. Protex AI will implement and maintain appropriate security measures in line with good industry practices ensuring the protection of Customer Data.

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11. CONFIDENTIALITY 

11.1. As recipient, each Party will (a) use Confidential Information only to meet its obligations and exercise its rights under the Agreement, (b) not disclose Confidential Information to third parties without the discloser’s prior approval, except as allowed under the Agreement and (c) protect Confidential Information using at least the same care uses for its own similar information and no less than a reasonable standard of care.

11.2. Permitted Disclosures.

      11.2.1 The recipient may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know (including, for Protex AI, its subcontractors), as long as it ensures they comply with          this clause 10 and agree to be bound to confidentiality obligations no less protective than this clause 11.

       11.2.2 The recipient may disclose Confidential Information (including Customer Data) to the extent required by law. If law permits, the recipient will give the discloser reasonable advance notice of the required disclosure and reasonably        cooperate, at the discloser’s expense, to obtain confidential treatment for the Confidential Information.

       11.2.3 These confidentiality obligations do not apply to information that the recipient can prove (a) is or becomes public knowledge through no fault of the recipient, (b) it rightfully knew or possessed, without confidentiality restrictions, prior to        receipt from the discloser, (c) it rightfully received from a third party without confidentiality restrictions or (d) it independently developed without using or referencing Confidential Information.

11.3. Breach of this clause 11 may cause substantial harm for which monetary damages are an insufficient remedy. Upon a breach of this clause 11, the discloser is entitled to seek appropriate equitable relief, including an injunction, in addition to         other remedies.

11.4. Neither Party is liable for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.

11.5. This clause 11 shall survive termination of the Agreement, however arising.

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12. INDEMNIFICATION

12.1. Customer shall indemnify, defend, and hold Protex AI, its officers, directors and employees harmless from and against claims, actions, proceedings, losses, damages, expenses and reasonable costs (including court costs and reasonable legal fees) arising out of or in connection with any third-party claim brought against Protex AI in respect of: (i) any accident, death, injury or damage at the Site; (ii) the usage by Customer of the Platform or Services; (iii) the Customer Data; (iv) gross negligence, wilful misconduct or fraud of Customer.

12.2. Protex AI shall, subject to clause 13.4, indemnify, defend, and hold Customer, its officers, directors and employees harmless from and against any claims, actions, proceedings, losses, damages, expenses and reasonable costs (including court costs and reasonable legal fees) that the normal operation and use of the Platform by Customer in accordance with the provisions of the Agreement infringes or misappropriates any European patent effective as of the Effective Date, copyright, trade mark, or trade secret (“Infringement Claim”).

12.3. The indemnifying Party’s obligations in this clause 12 are subject to receiving from the indemnified Party: (a) prompt notice of the claim (but delayed notice will only reduce the indemnifying Party’s obligations to the extent it is prejudiced by the delay), (b) the exclusive right to control the claim’s investigation, defence and settlement and (c) reasonable cooperation at the indemnifying Party’s expense. The indemnifying Party may not settle a claim without the indemnified Party’s prior approval if settlement would require the indemnified Party to admit fault or take or refrain from taking any action (except regarding use of the Platform when Customer is the indemnifying Party). The indemnified Party may participate in a claim with its own counsel at its own expense.

12.4. In response to an Infringement Claim, if required by settlement or injunction or as Protex AI determines necessary to avoid material liability, Protex AI may: (a) procure rights for Customer’s continued use of the Platform, (b) replace or modify the allegedly infringing portion of the Platform to avoid infringement, without reducing the Platform’s overall functionality or (c) terminate the affected Order and refund to Customer any pre-paid, unused fees for the terminated portion of the applicable Subscription Term.

12.5. Protex AI’s indemnification obligations in this clause 12 do not extend to claims resulting from (i) Customer’s use of the Platform, Services or Documentation in a manner contrary to the instructions given to Customer by Protex AI; (ii) modification or unauthorised use of the Platform, (iii) use of the Platform in combination with items not provided by Protex AI, (iv) Customer’s use of the Platform, the Services or Documentation after notice of the alleged or actual infringement from Protex AI or any appropriate authority; or (v) Customer’s use of the Platform other than the most recent release, if Protex AI made available (at no additional charge) a newer release that would avoid infringement.

12.6. This clause 12 sets out the indemnified Party’s exclusive remedies and the indemnifying Party’s sole liability regarding third-party claims of intellectual property infringement or misappropriation covered by this this clause 12.

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13. LIMITATION OF LIABILITY

12.1. This clause 13 prevails over all other clauses and sets forth the entire liability of Protex AI and (together with clause 12) the sole and exclusive remedies of Customer in respect of the performance, non-performance, the purported performance or delay in performance of the Agreement, any breach of the Agreement, any breach of the Agreement, any use made by Customer of the Platform or any part thereof, any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Agreement; or otherwise in relation to the Agreement or the entering into or performance of the Agreement.

12.2. Nothing in the Agreement shall limit or exclude any liability which cannot be excluded or limited by applicable law or for death or personal injury caused by negligence.

12.3. Subject to clause 13.2:

      12.3.1. Neither Party shall be liable to the other, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or for any special, indirect or consequential damages arising out of the Agreement,       loss of goodwill, loss of business, loss of anticipated savings, loss of goods, loss of use, any destruction or corruption of data, even if such Party is apprised of the likelihood of such damages occurring.

      12.3.2. Neither Party shall be liable to the other, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or for any special, indirect or consequential damages arising out of the Agreement,       loss of goodwill, loss of business, loss of anticipated savings, loss of goods, loss of use, any destruction or corruption of data, even if such Party is apprised of the likelihood of such damages occurring.

      12.3.3. Protex AI’s total aggregate liability arising out of or in relation to: (A) Protex AI’s indemnification obligations; or (B) Protex AI’s breach of Data Protection Laws, shall be limited to one million EUR (EUR 1,000,000).

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14. TERM AND TERMINATION

14.1. The Agreement comes into effect on the Effective Date and continues until the Subscription Terms stated in all Orders have expired or have otherwise been terminated (“Term”).

      14.1.1. Subscription to the Platform commences on the first day of the initial Subscription Term set forth in the applicable Order. Except as otherwise specified in an Order, Subscriptions to the Service will automatically renew for successive       periods equal to the duration of the initial Subscription Term (“Renewal Term”), unless and until either Party gives the other notice of non-renewal at least thirty (30) days prior to the end of the then-current Subscription Term.

      14.1.2 The initial Subscription Term together with any subsequent Renewal Term(s) shall constitute the “Subscription Term”.

14.2. A non-defaulting Party may terminate the Agreement or, as applicable, the affected Order (without prejudice to its other rights and remedies) with immediate effect by written notice to the other Party (the "Defaulting Party") if:

      14.2.1. the Defaulting Party fails to make any payment due by it under clause 8 or otherwise commits a material breach of any of the provisions of the Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of      being notified in writing of the breach; or

     14.2.2. an order is made or resolution is passed for the winding up of the Defaulting Party, or circumstances arise which entitle a court of competent jurisdiction to make a winding up order in relation to the Defaulting Party; or

     14.2.3. the Defaulting Party enters into liquidation (whether compulsory or voluntary) or the Defaulting Party is unable to pay its debts or becomes or is deemed insolvent or has any examiner, receiver, administrator, administrative receiver or      similar officer appointed in respect of the whole or any part of its assets or business; or

     14.2.4. the Defaulting Party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for protection from its creditors in any way; or

     14.2.5. the Defaulting Party ceases, or threatens to cease, to carry on its business; or

     14.2.6. the Defaulting Party suffers or there occurs in relation to the Defaulting Party any event which is analogous to the events set out in paragraphs (a) to (e) above.

14.3. Termination of the Agreement shall not prejudice either Party from pursuing any other remedies available to it, including injunctive relief, nor shall such termination relieve Customer of its obligation to pay any fees that have accrued prior to such termination.

14.4. If, at any time during the Subscription Term Customer terminates the Order or the Agreement in its entirety for any reason other than by reason of Protex AI’s being a Defaulting Party under clause 14.2, then, without prejudice to Protex AI’s other rights and remedies in this regard, Customer shall be liable to pay Protex AI on demand an amount equal to the Fees in respect of the remainder of the applicable Subscription Term(s).

14.5. On the expiration of the Agreement or the termination of the Agreement for any reason:

      14.5.1. all licences granted under the Agreement shall immediately terminate; 

      14.5.2. Customer won’t further use the Hardware and shall return the Hardware to Protex AI or permit Protex AI to enter the Site to retrieve the Hardware. If the Hardware is broken or damaged (other than normal wear and tear) Customer shall       pay for the cost of repairing and replacing such Hardware as Protex AI may at its reasonable opinion determine;

      14.5.3. Customer shall make no further use of the Platform and any Documentation and other items (and all copies of them) belonging to Protex AI; and

      14.5.4. the accrued rights of the Parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.

14.6. The provisions of clauses 11 – 15 shall survive the termination or expiry of the Agreement.

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15. GENERAL TERMS

15.1. The Agreement shall not prevent Protex AI from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under the Agreement.

15.2. Neither Party shall assign or transfer its rights or obligations under the Agreement in whole or in part, without the prior written approval of the other Party, except that Customer consents to Protex AI’s assignment or transfer of Protex AI’s rights and obligations under the Contract in connection with a merger, reorganisation, change of control or sale of all or a substantial part of Protex AI’s business to which such rights and obligations pertain.

15.3. Neither Party is liable for any delay or failure to perform any obligation under the Agreement (except for a failure to pay fees) due to events beyond its reasonable control, such as a strike, blockade, war, pandemic, act of terrorism, riot, Internet or utility failures, refusal of government license, or natural disaster.

15.4. The Agreement constitutes the entire agreement and understanding of the Parties and supersedes any previous agreement between the Parties relating to the subject matter of the Agreement. Each of the Parties acknowledges and agrees that in entering into the Agreement it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty, understanding, promise or assurance (whether negligently or innocently made) of any person (whether party to the Agreement or not) other than as expressly set out in the Agreement.

15.5. Any notices or other communication required or permitted to be given under the Agreement shall be in writing and shall be delivered or transmitted to the intended recipient’s address as specified in the Order or to such other address as either Party may notify to the other from time to time in accordance with this clause. Any notice shall be treated as having been served on delivery if delivered by hand and two Business Days after posting if sent by prepaid post.

15.6. No addition to, or modification of, any provision of the Agreement shall be binding on the Parties unless made by a written instrument and signed by a duly authorised representative of each of the Parties.

15.7. The failure to exercise or delay in exercising a right or remedy under the Agreement shall not constitute a waiver of the right or remedy or a waiver of any other rights or remedies and no single or partial exercise of any right or remedy under the Agreement shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy. The rights and remedies contained in the Agreement are cumulative and not exclusive of any rights or remedies provided by law.

15.8. If any provision of the Agreement is judged to be invalid, illegal or unenforceable, this shall not affect or impact the continuation in full force and effect of the remainder of the provisions.

15.9. Nothing in the Agreement shall be construed as creating a partnership or joint venture of any kind between the Parties or as constituting either {arty as the agent of the other Party for any purpose whatsoever and neither Party shall have the authority or power to bind the other Party or to contract in the name of or create a liability against the other Party in any way or for any purpose.

15.10. The Agreement may be executed in any number of counterparts each of which when executed and delivered shall be an original but all the counterparts together shall constitute one and the same instrument.

15.11. No term of the Agreement is intended to confer a benefit on, or to be enforceable by, any person who is not a Party to the Agreement.

15.12. Protex AI may use subcontractors and permit them to exercise its rights and fulfil its obligations, but Protex AI remains responsible for their compliance with the Agreement and for its overall performance under the Agreement. This does not limit any additional terms for sub-processors under a DPA.

15.13. The Platform may include third-party open source software (“Open Source”). If Customer elects to use the Open Source on a stand-alone basis, that use is subject to the applicable Open Source licence and not the Agreement.

15.14. No one other than a Party to the Agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.

15.15. Governing Law and Jurisdiction:

         15.15.1. The Agreement and any disputes or claims 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 laws          specified in the table below depending on Customer entity’s place of incorporation, without regard to conflicts of laws, provisions that would result in the application of the laws of another jurisdiction and without regard to the United Nations          Convention on the International Sale of Goods.

         15.15.2. The jurisdiction and venue for resolving any actions, claims or disputes arising out of or in connection of the Agreement, its formation or interpretation, will be the courts specified below depending on Customer’s place of          incorporation, and the Parties submit to the exclusive jurisdiction of those courts:

              i.     If Customer has its registered office in the United Kingdom or the European Union (as per the Order):

                     -         Governing law: the laws of England and Wales;

                     -         Venue: exclusive jurisdiction of courts in London, England.

             ii.     If Customer has its registered office outside of the United Kingdom, or the European Union (as per the Order):

                     -         Governing law: the laws of the State of Delaware.

                     -         Venue: exclusive jurisdiction of the state and United States federal courts located in Wilmington, Delaware.

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