These terms and conditions (“Terms”) govern your access to and use of Soarvo’s cloudbased platform and any other related offerings (collectively, the “Platform”) by you, the Customer (you, your or user), and by any Authorised User, . By using the Platform, you accept these Terms on your own behalf or on behalf of the legal entity that you represent. If you lack authority to accept these Terms on behalf of your company or organisation, or if you disagree with any part of these Terms, you must not accept these Terms and may not use the Platform. 2. Binding Nature of These Terms

THESE TERMS CONSTITUTE A LEGALLY BINDING AGREEMENT FOR THE CUSTOMER, WHETHER IN CONNECTION WITH A PAID SUBSCRIPTION, FREE TRIAL, OR BETA ACCESS TO THE PLATFORM.

By clicking an acceptance button, accessing the Platform, or otherwise using the Platform, you agree to be bound by these Terms, which also incorporate our Mobile App EULA, any Fair Usage Policy, and any Data Processing Agreement. These Terms apply unless you have a separate, written agreement that expressly covers the use of the Platform.

“Authorised User” means any employee, consultant, contractor, agent, and/or customer, authorised to access and use the Platform on behalf of your business, subject to such Authorised User’s agreement to be bound by these Terms.

“Beta Product” means any product, service, or functionality provided as part of the Platform and designated as “beta” or “pilot version,” which may exhibit errors or other inconsistencies.

“Customer” refers to the individual, company, or legal entity/body that enters into this agreement to access and use the Soarvo Platform

“Data Protection Agreement”. The separate agreement concerning data privacy and protection requirements, attached as Appendix B and incorporated herein by reference. This DPA addresses compliance with the European Union General Data Protection Regulation (“GDPR”), the UK GDPR (as defined by the UK Data Protection Act 2018), Ireland’s data protection legislation, and other relevant data protection laws.

“Documentation” means the technical documentation describing the Platform’s features and functionality, which may be in electronic or hard copy form..

“GDPR” refers to the General Data Protection Regulation, Regulation (EU) 2016/679, and where applicable, the UK GDPR as defined in and supplemented by the Data Protection Act 2018, together with all relevant implementing legislation in Ireland and the United Kingdom.

“Logos” means trade names, logos, and other trademarks or service marks. “Mobile App” means any software application that we provide, directly or through a third-party platform (such as the Apple App Store or Google Play Store), for installation on a compatible mobile device. This application allows you to access or interact with our Services on smartphones, tablets, or other portable devices and may include updates, upgrades, or new versions provided by us. The terms of use of the Mobile App are set out in the Mobile App EULA in Appendix A “Personal Information” means any data that can be used to identify an individual, as described in our Privacy Policy, including but not limited to such data processed under the EU GDPR, the UK GDPR, and applicable data protection legislation in Ireland and the UK.

“Platform” means our offerings, including the cloud-based software, mobile application, and any other cloud-based or related solutions we develop, operate, and maintain (together with any third-party service providers), whether on a trial or paid basis.

“Profile” means any registration or login identity created by the Customer or any Authorised User to access the Platform.

“Privacy Policy” The separate policy concerning data privacy requirements, attached as Appendix C and incorporated herein by reference. This Privacy Policy addresses compliance with the European Union General Data Protection Regulation (“GDPR”), the UK GDPR (as defined by the UK Data Protection Act 2018), Ireland’s data protection legislation, and other relevant data protection laws.

“Subscription Plan” the plan you have chosen, subscription fees, functionality, and options depend on the plan selected.

“User Content” means geospatial data, video, communications, CCTV, photos, monitor data or other data collected, shared and stored within the Platform by you or an Authorised User, which may include Personal Information.

“User Data” means any information, content, or data that you or your authorised devices transmit, upload, or otherwise make available to or through the Platform, as well as any information generated, collected, or derived from your use of the Platform. Without limiting the generality of the foregoing, “User Data” includes:

1. Account Information: Personal identifiers (e.g., name, email, username, company name), authentication credentials (e.g., passwords, tokens), and any other details you provide during registration or while maintaining your account;
2. Device and IoT Data: Any signals, measurements, or outputs from sensors, devices, vehicles, wearables, or other Internet of Things equipment linked to your account, including metadata such as firmware versions, device statuses, and usage patterns;
3. Geospatial and Non Geospatial Data: Location data (such as GPS coordinates, addresses, routes), geofencing data, or other spatial attributes that identify or approximate your (or your devices’) geographical position over time;
4. Usage and Activity Logs: Records of interactions with the Platform, including actions taken, pages or services accessed, timestamps, and other related metadata captured in connection with your account or devices;
5. Derived or Analytical Data: Any insights, metrics, or analyses generated from your data (such as aggregated statistics, predictive insights, or reports) that are linked, directly or indirectly, to your account or devices.

“Term” means the length of time you are authorised to use the Platform as specified in these Terms.

“Open Source Software and Third Party Components” means open source software and third party components incorporated in the Platform as set out in Appendix D as amended from time to time.

4.1 Use of the Platform
We grant you a limited, non-exclusive, non-transferable right to use the Platform and the Documentation for your internal business purposes during the Term, and to permit your Authorised Users to access and use the Platform in accordance with these Terms. Each Authorised User must create a Profile associated with a valid email address (or other designated credentials).

4.2 Our Obligations
We will make the Platform and your User Content available in accordance with these Terms. We will also provide standard support for the Platform at no additional charge, as outlined in our Documentation or on our website. We will use commercially reasonable efforts to ensure that the Platform is available 24/7, except during:

1. Planned downtime for maintenance and upgrades;
2. Unavailability caused by events beyond our reasonable control (e.g., force majeure, internet failures, etc.).

4.3 Fair Usage Policy 

We will adopt a fair usage policy (“Fair Usage Policy”) to ensure all Customers use the Platform in a manner that does not impair its performance for others. If we determine that your usage significantly exceeds that of the average Customer or otherwise burdens our systems, we reserve the right to require you to upgrade or purchase additional resources, or otherwise take measures in accordance with this Fair Usage Policy.

4.4 Restrictions In using the Platform, you agree not to:

4.4.1 Sell, resell, rent, distribute, or commercially exploit the Platform beyond what is expressly authorised in these Terms;

4.4.2 Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying algorithms of the Platform;

4.4.3 Modify, translate, or create derivative works based on the Platform, except to the extent expressly permitted by us;

4.4.5 Upload or distribute files that contain viruses or other malicious software that may damage the operation of the Platform;

4.4.6 Probe, scan, or test the vulnerability of the Platform or circumvent any security mechanisms;

4.4.7 Maliciously reduce or impair the accessibility of the Platform;

4.4.8 Post or transmit unlawful, harassing, libelous, abusive, threatening, harmful,hateful, or otherwise objectionable content via the Platform;

4.4.9Transmit or post material that encourages conduct that could constitute a criminal offense or give rise to civil liability;

4.4.10 Access the Platform for competitive research or benchmarking.

4.5 Additional Obligations
Your use of the Platform must comply with any applicable terms of use or similar policies posted on our website. You must comply with all local and international laws and regulations in connection with your use of the Platform and abide by all applicable policies and procedures of networks connected to it.

4.6 Technical Support
For the duration of your subscription, you may access our user guides, FAQs, self-help tools, and any additional standard support resources. We reserve the right to modify our support resources at our discretion.

We may, at our discretion, enhance or modify the Platform features, including updating or modifying Open Source Software components, provided that we do not materially reduce its core functionality without notice. We will place a notification on our website of any material changes or discontinuation of features that may impact your usage of the Platform.

You may be required to download and install our mobile application to utilise your Subscription Plan. Subject to these Terms and the Mobile Application EULA in Appendix A, we grant you a limited, personal, non-exclusive, non-sublicensable, and nontransferable license to use the Mobile Application. Once your right to use the Platform ends, you must cease using and uninstall the Mobile Application.

7.1 Subscription Plan
Subscription fees are due for payment at the time of initial subscription and on the date of any renewals. We do not guarantee that a certain Subscription Plan will always be available and reserve the right to alter pricing or features without notice.

7.2 No Refunds
You will pay all fees associated with your chosen Subscription Plan and any additional upgrade fees, and such payments are non-refundable except as expressly stated in these Terms.

7.3 Recurring Billing
When you sign up for a Subscription Plan, you authorise us or our payment processor to charge your provided payment method (including credit card) on a recurring basis (e.g., monthly or annually) for:

1. Subscription fees (including any additional upgrades);
2. Any applicable taxes; and
3. Any additional charges you incur in connection with your use of the Platform.

7.4 Late Fees and Collections
If we do not receive payment from your designated payment method, you must promptly pay all amounts due. Any overdue amount may incur interest at 1.5% per month (or the maximum rate permitted by law), and you agree to reimburse us for any expenses incurred in collecting overdue amounts.

7.5 Invoices and Disputes
We may issue invoices or statements in a format of our choosing. We reserve the right to correct errors or mistakes, even if we have issued an invoice or received payment. You agree to notify us about any billing discrepancies within 30 days of the date on the invoice.

7.6 Taxes
You are responsible for any taxes, duties, or levies (excluding taxes on our net income) imposed by any governmental authority relating to your Subscription Plan or use of the Platform.

We may suspend your (or an Authorised User’s) access to the Platform immediately if:

1. We determine such use poses a security or liability risk;
2. You or an Authorised User violates these Terms;
3. Your payment obligations are overdue; or
4. You have ceased normal business operations or become subject to bankruptcy or similar proceedings.

During any suspension, you remain responsible for fees accrued, and no service credits will apply. In the event your payment is overdue, your User Data will be deleted within two (2) days.

If you register for a free trial, we will make the Platform available on a trial basis until the earlier of (a) expiration of the trial period, (b) the start date of any paid subscription, or (c) termination of the trial by us. Any User Data you enter or configure during the trial may be lost unless you purchase a subscription or export such User Data before the trial ends.

We may offer Beta Products at no charge for evaluation. Beta Products are not considered part of the generally released Platform; they may be subject to different or additional terms, may be discontinued at any time, and are provided on an “as is” basis without any warranty.

11.1 Your User Content
Except as otherwise stated, we do not claim ownership of your User Data. You grant us and our service providers a right to use, reproduce, process, store, and display your User Data solely to provide the Platform and related support.

11.2 Our Intellectual Property
We and our licensors retain all right, title, and interest in and to the Platform, Software, Mobile App, and all related intellectual property rights. No rights are granted to you other than those expressly stated in these Terms. Any feedback or suggestions “Feedback” you provide may be used by us without restriction or obligation. You grant Soarvo a worldwide, non-exclusive, perpetual, irrevocable, royalty-free license to use, copy, modify, and incorporate the Feedback into any of Soarvo’s current or future products, services, or documentation.

11.3 Open Source and Third-Party Components
The Platform incorporates open source software and third-party components, including but not limited to Cesium, Google Maps, Bing Maps, and Ordnance Survey maps (collectively, “Third-Party Components”). Your use of the Platform is subject to the terms and conditions of the licenses governing these Third-Party Components, including any attribution requirements, restrictions on data use, and compliance with their respective privacy policies.

12.1 Definition
“Confidential Information” means information disclosed by one party to the other that is marked as confidential, or that a reasonable person should understand to be confidential given the context. These Terms, as well as any User Content, are deemed Confidential Information. Confidential Information does not include information that (a) is publicly available without breach of these Terms, (b) was lawfully known before disclosure, (c) is disclosed by a third party without restriction, or (d) is independently developed by the receiving party without reference to the disclosing party’s information.

12.2 Protection
Each party agrees to protect the other party’s Confidential Information at least as rigorously as it protects its own, but no less than a reasonable standard of care. Confidential Information may only be disclosed to employees and subcontractors who have a need to know and who are bound by confidentiality obligations.

13.1 Initial Term; Automatic Renewal
Unless otherwise specified in an order form, your initial subscription term starts on the date you sign up. At the end of the initial subscription term, your subscription will automatically renew for successive renewal periods of the same duration, unless either party provides written notice of non-renewal at least 60 days prior to the end of the then-current term. As a courtesy, we will send a renewal reminder at least 90 days before your renewal date; however, we are not liable if the notification is not received (e.g., due to spam filters or an outdated email address).

13.2 Termination by the Company
Only we (the Company) may terminate these Terms by providing you with at least seven (7) days’ prior written notice. In addition, we may elect to terminate these Terms immediately upon notice if you are in material breach of these Terms and fail to cure within a reasonable period (if curable), or if one of the grounds for suspension under Section 8 applies.

13.3 Effect of Termination
Upon termination:

1. All fees due as of the termination date shall be immediately payable;
2. You must cease using the Platform and return or destroy all our Confidential Information upon request; and
3. We will allow you a grace period of up to two (2) days to download any of your User Content remaining on the Platform, after which we may permanently delete such User Content.

Sections intended by their nature to survive termination (e.g., confidentiality, indemnification, intellectual property, and limitation of liability) shall remain in effect.

14.1 Our Warranties
WE REPRESENT THAT WE HAVE THE LEGAL RIGHT TO ENTER INTO THESE TERMS. WE WILL USE REASONABLE EFFORTS TO MAINTAIN THE PLATFORM IN A MANNER THAT MINIMISES ERRORS AND INTERRUPTIONS. HOWEVER, EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE,” AND WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT THE PLATFORM WILL PERFORM ERROR FREE OR UNINTERRUPTED OR THAT WE WILL CORRECT ALL PLATFORM ERRORS. WE MAKE NO WARRANTIES RELATING TO THE PLATFORM AND EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THOSE OF NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER ACKNOWLEDGES THAT WE DO NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE CLOUD AND THE INTERNET, AND THAT THE PLATFORM MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. THIS SECTION SETS FORTH THE SOLE AND EXCLUSIVE WARRANTY GIVEN BY US (EXPRESS OR IMPLIED) WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT. NEITHER SOARVO NOR ANY OF ITS LICENSORS OR OTHER SUPPLIERS WARRANT OR GUARANTEE THAT THE OPERATION OF THE SUBSCRIPTION SERVICE WILL BE UNINTERRUPTED, VIRUS FREE, OR ERROR FREE, NOR SHALL SOARVO NOR ANY OF ITS SERVICE PROVIDERS BE LIABLE FOR UNAUTHORISED ALTERATION, THEFT, OR DESTRUCTION OF CUSTOMER OR ANY USER’S DATA, FILES, OR PROGRAMS. THE FOREGOING PROVISIONS SHALL BE ENFORCEABLE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

14.2 Your Warranties
You represent that you have the legal authority to enter into these Terms and that your User Content, and your use of the Platform, does not violate any applicable laws or infringe upon the rights of any third party.

15.1
NOTHING IN THIS AGREEMENT EXCLUDES EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE, FRAUD OR FRAUDULENT MISREPRESENTATION, OR FOR ANY LIABILITIES THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.

15.2
SUBJECT TO SECTION 15.1, SOARVO SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST BUSINESS, PROFITS, DATA, OR USE OF ANY SERVICE; LOSS CAUSED OR CONTRIBUTED BY ANY EMPLOYEE, AGENT, CONTRACTOR, OR REPRESENTATIVE OF SOARVO; LOSS CAUSED AS A RESULT OF THE SERVICES BEING UNAVAILABLE CAUSED BY ANY EVENT OR CIRCUMSTANCE OUTSIDE OF SOARVO’S CONTROL; OR LOSS CAUSED BY THE FAILURE OR DELAY OF ANY THIRD-PARTY APPLICATION OR SERVICE OR NETWORK; INCURRED BY THE CUSTOMER OR ANY THIRD PARTY IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM (INCLUDING NEGLIGENCE OR STATUTORY DUTY), EVEN IF FORESEEABLE OR SOARVO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOARVO’S AGGREGATE LIABILITY FOR DAMAGES UNDER THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM (INCLUDING NEGLIGENCE OR STATUTORY DUTY), SHALL NOT EXCEED FEES PAID OR PAYABLE BY CUSTOMER UNDER THIS AGREEMENT DURING THE 12 MONTHS PRECEDING THE DATE THE CLAIM AROSE.

16.1 By Us
We will defend and indemnify you against any third-party claim alleging that the Platform infringes a valid patent, copyright, trademark, or trade secret, provided that (a) you notify us promptly, (b) we have exclusive control over the defense and settlement, and (c) you fully cooperate. If a claim of infringement occurs, we may, at our discretion and expense, procure the right for you to continue using the Platform, replace or modify the Platform, or terminate your use and refund any prepaid fees for the unused portion of your subscription term.

16.2 By You
You will defend and indemnify us against any claim arising out of or relating to (a) your or your Authorised Users’ use of the Platform in breach of these Terms, (b) any User Content that violates the rights of any third party or applicable law, and/or (c) your violation of any applicable law or regulation. We will give you prompt notice of any such claim, allow you to control the defense and settlement, and cooperate fully.

You agree to comply with all applicable export control laws and regulations and not to export or re-export the Platform or related technical data, directly or indirectly, to any country or individual in violation of these laws.

These Terms and any disputes arising out of or related to these Terms or the use of the Platform shall be governed exclusively by the laws of Ireland, without regard to its conflict of law provisions. Any action related to these Terms must be brought in the courts of Ireland, and each party consents to the personal jurisdiction and venue therein. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

19.1 Notices
Notices may be delivered by e-mail to the designated contact addressee or by mail to the billing address email. Notices will be deemed given when the e-mail is sent.

19.2 Entire Agreement; Modification
These Terms, together with all referenced documents, constitute the entire agreement between you and us and supersede any prior or contemporaneous agreements. No waiver or modification of these Terms will be valid unless in writing and signed by both parties.

19.3 Severability
If any provision of these Terms is held to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the remaining provisions will remain in full force and effect.

19.4 Waiver
Any failure to enforce a provision of these Terms will not constitute a present or future waiver of that provision or limit our right to enforce that provision at a later time.

19.5 Independent Contractors
The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, or agency relationship.

19.6 Assignment
You may not assign or transfer any rights or obligations under these Terms without our prior written consent. Any attempted assignment in breach of this provision is null and void.

19.7 Force Majeure
Except for payment obligations, neither party will be liable for failure or delay in performing obligations under these Terms if caused by a force majeure event beyond that party’s reasonable control (e.g., natural disasters, pandemics, wars, terrorism, labour disputes, internet disruptions, public telecommunications network failure, scheduled maintenance and unscheduled updates carried out in accordance with this agreement).

19.8 Updates
All significant updates to these Terms related to security or your obligations will be sent via email to the address we have on file, though we are not responsible if such communication is not received due to spam filters, deactivated accounts, or similar issues. Minor updates may be posted to our website.

19.9 Contact Information
If you have questions about these Terms, please contact us at the address or email provided on our website.

19.10 Use of the Customer’s Name and Logo in Marketing
During the Term, you grant us a limited, non-exclusive, worldwide, royalty-free license to use and display your name, trade name, and/or logo (“Customer Marks”) on our website and in our marketing materials strictly for the purpose of identifying you as a customer of Soarvo and describing your general use of the Platform. Any use of your Customer Marks shall comply with any reasonable usage guidelines you provide. You may withdraw this permission at any time by providing written notice, in which case we shall remove your Customer Marks from our website and marketing materials within a commercially reasonable period.