CONXTD TECHNOLOGIES LIMITED

USER AGREEMENT

STANDARD TERMS OF USE

We agree to contract with you on the following terms.  These constitute an agreement between us and must be read together with any other documents explicitly agreed to be part of this Agreement.  Any other terms contained in any other document are excluded unless their inclusion is expressly agreed in writing between us.

TERMS:

1. Definitions and Interpretation

In this Agreement, unless the context requires otherwise.

1.1. The following terms shall have the following meanings:

1.2. The table of contents and the clause headings are included for convenience only, have no legal effect and shall be ignored when construing this Agreement.

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

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

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

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

1.7. The use of the words “including” or “include” shall not limit the general applicability of any preceding words.

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

2. Term

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

3. Our Rights and Obligations

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

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

3.3. We shall use our reasonable commercial endeavours to provide the support services listed in the Service Level Agreement

3.4. We shall use our reasonable commercial endeavours to deliver the Services in accordance with the Service Level Agreement. 

3.5. By registering with us, you give us all necessary consents and approvals to carry out verification and security procedures and processes in respect of the information provided by you during the registration process.

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

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

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

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

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

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

3.9. Your Obligations

3.10. To use the Services, you must first sign and return to us the Data Release Request for each Security Company and Monitoring Provider that is relevant to our provision of the Services. We shall have no liability to you for any delay or failure to provide the Services in the event that you have not provided us with the Data Release Request or if the Security Company and/or Monitoring Providers that you have appointed do not provide us with the User Data in a timely fashion or at all.

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

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

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

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

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

3.16. You shall comply with any guidelines or reasonable instructions issued by us from time to time in your use of the Application.

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

4. Demonstration

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

5. Our Warranty

5.1. We warrant that:

5.1.1 all services provided to you under this Agreement shall be provided with reasonable care and skill and that all personnel engaged to provide such services have the necessary skills, expertise and diligence to undertake such work and will conform to the professional standards generally observed in the our industry for similar services;

5.1.2 the Software will work to commercially reasonable standards for a period of 90 days from the earlier of the date that you or your Security Company first logs in using the Software (the “Warranty Period”) . If within the Warranty Period, you notify us in writing of any defect or fault in the Software in consequence of which it fails in all material respects to meet that standard and such defect does not result from you or anyone acting with your authority:

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

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

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

(d) you using the Software and/or the Application for a purpose or context other than the purpose or context for which it was designed;

(e) using the Software in combination with any other Software not provided by us
We shall, at our option, do one of the following:

(a) repair the Software; or

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

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

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

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

6. Your Warranties

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

6.1.1 you are duly incorporated and validly existing under the laws of the jurisdiction in which you are incorporated (or, if different, the location of your principal place of business) and are fully qualified and empowered to own your assets and carry out your business; and

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

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

6.1.4 you are not on any government list (including without limitation the US government) which prohibit or restrict your access to or use of the Application and the Software.

7. Emergency Services

7.1. The Application is not to be used for initiating any Emergency Services response or any other Emergency Services. If the Application is used to initiate an Emergency Services response (or any other service), which results in any fines or other actions, then we shall have no liability to you and you shall fully and promptly indemnify us against any costs, claims, fines demands, expenses and proceedings brought or levied against us as a result of your breach of this clause.

8. Licence

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

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

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

8.4. For the avoidance of doubt, the licence granted by this clause shall automatically terminate on the termination of this Agreement.

9. Intellectual Property

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

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

9.3. If any third party makes a Claim, or notifies an intention to make a Claim against you, our obligations under clause 9.2 are conditional on you:

9.3.1 as soon as reasonably practicable, giving written notice of the Claim to us, specifying the nature of the Claim in reasonable detail;

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

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

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

9.4. If any Claim is made, or in our reasonable opinion is likely to be made, against you, we may at our sole option and expense:

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

9.4.2 modify the Software so that it ceases to be infringing;

9.4.3 replace the Software with non-infringing software
provided that if we modify or replace the Software, the modified or replacement Software must comply with the warranties contained in clause 6 and you shall have the same rights in respect thereof as it would have had under those clauses had the references to the date of this licence been references to the date on which such modification or replacement was made.

9.5. Notwithstanding any other provision in this agreement, clause 9.2 shall not apply to the extent that any claim or action referred to in that clause arises directly or indirectly through the possession or use of any third-party software or through the breach of any terms of use for that third-party software by you.

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

10. Extent of Liability

10.1. Nothing in this Agreement shall be construed as restricting or excluding the liability of either party for death or personal injury resulting from its negligence or for fraud or fraudulent misrepresentation.

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

10.3. Without prejudice to clauses 10.1 and 10.2, we shall in no circumstances be liable to you for any Excluded Loss (whether or not the possibility of such loss arising on a particular breach of contract or duty has been brought to our attention at the time of making this Agreement). In this clause the expression “Excluded Loss” means all special loss and all third party claims, lost management time, economic loss or other loss of business, production, revenue, profit, goodwill or anticipated savings, anticipated tax mitigation, loss of data whether arising in contract, tort (including negligence), misrepresentation (whether innocent or negligent), negligent misstatement, breach of statutory duty or otherwise. The Excluded Loss shall include, without limitation, any and all costs, losses, demands, expenses and proceedings arising from any engineering visits that you arrange, key holder visits, any loss or damage to assets (fixed or otherwise) any property and the Premises and, without prejudice to clause 7.1 any Emergency Services responses.

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

10.5. You acknowledge:

10.5.1 that the charges made by us under this Agreement have been calculated on the basis that we may rely upon the exclusions and limitations of liability set out in this clause (we can recalculate our charges if we are asked to assume greater liability);

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

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

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

10.6. Without prejudice to the clause 10 and clause 16 we shall for the avoidance of doubt not be liable for any of the following:

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

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

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

10.6.4 any failure by you to update any operating system on your Device;

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

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

10.6.7 any delay in notifications issued by our notification service. Email, push notifications and other notifications are not guaranteed or in real time. We accept no liability for delayed or lost notifications and data either from Security Contractors or from any of the Services that we provide via the Software and the Application.

11. Export

11.1. Neither party shall export, directly or indirectly, any technical data acquired from the other party under this agreement (or any products, including software, incorporating any such data) in breach of any applicable laws or regulations, including United States export laws and regulations, to any country for which the government or any agency thereof at the time of export requires an export licence or other governmental approval without first obtaining such licence or approval.

12. Termination

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

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

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

12.1.3 is involved in any legal proceedings concerning its solvency, or ceases or suspends trading, or threatens to cease or suspend trading, or is adjudicated bankrupt or enters into liquidation, whether compulsory or voluntary (other than for the purposes of an amalgamation or reconstruction), or makes an arrangement with its creditors or petitions for an administration order or has a receiver or manager appointed over all or any part of its assets or generally becomes unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or any analogous event occurs in any relevant jurisdiction.

12.2. Either party shall be entitled to terminate this Agreement forthwith by written notice to the other if it reasonably apprehends that any of the events mentioned in clause 12.1 are about to occur in relation to the other party.

12.3. We shall be entitled to terminate this Agreement forthwith by notice in writing in the event that you at any time undergo a change of control.

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

12.5. We shall be entitled to terminate this Agreement immediately in the event that our contract with your Security Company terminates for whatever reason.

12.6. The expiry or termination of this Agreement (for whatever reason) shall not terminate any provision or obligation which is expressly or by implication provided to come into or continue in force after such termination and shall be without prejudice to the accrued rights and liabilities and other remedies of the parties to this Agreement.

12.7. A party may terminate this Agreement with immediate effect by written notice to the other party where the other party has committed more than one breach of this Agreement, the cumulative effect of which is sufficient to justify the inference that the party in breach will continue to deliver a sub-standard performance in relation to a substantial portion of this Agreement or the obligations set out above over the period of one month or a reasonable period of the remaining term of this Agreement.

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

12.9. For the purposes of this clause:

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

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

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

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

13. Confidentiality

Each party shall keep secret and treat as confidential all information obtained from the other which is either stated to be confidential or could reasonably be regarded as confidential (including the [existence and] terms of this Agreement) and shall not disclose such information to any person other than its employees, agents or sub-contractors where such disclosure is required for the performance of the receiving party’s obligations under this Agreement. No such information shall be used for any purpose other than the performance of the receiving party’s obligations under this Agreement. This clause shall not extend to information which was already in the lawful possession of a party prior to this Agreement or which is already public knowledge or becomes so subsequently (other than as a result of a breach of this clause) or which is trivial or obvious. The obligations of confidentiality under this clause shall survive any termination of this Agreement.

14. Data Protection

14.1. You shall be the Data Controller and We shall be the Data Processor in respect of Personal Data Processed by us on your behalf in performing the obligations under this Agreement. You shall be solely responsible for determining the purposes for which and the manner in which such Personal Data is Processed. However, We shall further be authorised to Process the Personal Data if it is required so to do by the laws of the UK or of any member of the EU, or by the laws of the EU applicable to us to process Personal Data (“Applicable Laws”). Where We relies on laws of the UK, or a member of the EU or EU law as the basis for Processing Personal Data, We shall promptly notify you of this before performing the Processing required by the Applicable Laws unless those Applicable Laws prohibit us from so notifying you. You will ensure that you have all necessary appropriate consents and notices in place to enable the lawful transfer of the Personal Data to us and the Processing of the Personal Data by us (or any of our authorised sub-processors) for the purposes of this Agreement.

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

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

14.3.1 the categories of Processing carried out on your behalf;

14.3.2 a list of any transfers of Personal Data to a third party outside the EEA and UK (including the name of the relevant non-EEA country and organisation), and documentation of the suitable safeguards in place for such transfers. For the avoidance of doubt, all such transfers are subject always to your consent in accordance with this Agreement; and

14.3.3 a general description of the technical and organisational security measures referred to in this Agreement.

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

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

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

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

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

14.4.5 implement and maintain appropriate technical and organisational measures:

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

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

(c) as required under the Data Protection Legislation.
14.4.6 notify you of any request made by a Data Subject under Data Protection Legislation in relation to or in connection with Personal Data Processed by us on your behalf and at all times cooperate with and assist you to execute Your obligations under the Data Protection Legislation in relation to such Data Subject requests;

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

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

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

14.5.2 the likely consequences of the breach;

14.5.3 any steps taken to mitigate and address the breach; and

14.5.4 specify an appropriate point of contact within our organisation who you can contact about the breach.
We will promptly give to you the detail you request to allow you to understand the impact of the breach. we will promptly comply with any instructions provided by you, and cooperate with you, in relation to the data breach.

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

14.7. We shall not, and shall procure that our subcontractors shall not, transfer or Process any Personal Data outside the EEA and/or the UK without your prior written consent and the following conditions are fulfilled:

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

14.7.2 the data subject has enforceable rights and effective legal remedies;

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

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

14.8. We shall provide you with such reasonable assistance as you shall require in relation to any complaints made by Data Subjects or investigations or enquiries made by any regulator or supervisory authority relating to you or your obligations under the Data Protection Legislation.

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

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

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

14.12. We shall ensure that any our Personnel with access to Personal Data are both bound by confidentiality obligations in respect of access, use or processing of such Personal Data, and have received appropriate training.

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

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

14.15. The provisions of this clause shall survive termination of the Agreement.

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

15. Third Party Websites

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

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

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

16. Force Majeure

Neither party shall be liable for any delay or default in performing any of its obligations [(not being an obligation to pay money to the other party)] if the delay or default results from events or circumstances outside its reasonable control, including interruption or failure of utility services including but not limited to electricity, gas, water or telephone services, labour shortages, failure of or disruption to any transportation service, fuel shortage, any industrial dispute, act of God, fire, flood, earthquake, severe weather conditions, war or other hostilities, acts of terrorism, actions of governments or governmental agencies, riots or other civil commotions]. Such delay or default shall not constitute a breach of this Agreement and the time for performance shall be extended by a period equivalent to that during which performance is so prevented provided that if such delay or default continues for more than one month either party may (without prejudice to any accrued rights) terminate this Agreement by written notice to the other party.

17. Assignment and Sub-contracting

17.1. You may not assign all or any part of this Agreement without our prior written consent, which shall not be unreasonably withheld. We may assign any of our rights or obligations and may sub-contract any of its obligations under this Agreement without reference to you.

18. Disputes

18.1. If any dispute arises out of this Agreement the parties will attempt in good faith to negotiate a settlement. If the matter is not resolved by negotiation, the parties will refer it to mediation in accordance with the Centre for Effective Dispute Resolution (“CEDR”) Model Mediation Procedure. (See www.cedr.co.uk). Unless the parties agree on the choice of mediator within 7 days of one party nominating a proposed mediator in writing to the other, the mediator shall be appointed by CEDR at the request of either party. If the parties fail to agree terms of settlement within 42 days of the start of the first meeting held under such procedure, the dispute may be referred to litigation by either party. Nothing in this clause shall prevent or delay either party from seeking injunctive relief in any court in respect of any infringement of intellectual property or from issuing proceedings to recover any undisputed debt or from joining the other party to any proceedings issued against the first party by a third party.

19. Announcements

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

20. Further Assurance

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

21. Entire Agreement

21.1. This Agreement constitutes the entire agreement between the parties concerning its subject matter, and supersedes any previous understanding or agreement, express or implied. Each party confirms that it has not relied upon any representation not recorded in this Agreement inducing it to enter into this Agreement.

22. Severability

22.1. If any provision of this Agreement is declared void, illegal or unenforceable, the remainder of this Agreement shall continue in full force and effect. In such an event, the parties agree to use their best endeavours to replace the invalid or unenforceable provision with a provision that achieves the purposes intended under the invalid or unenforceable provision.

23. Waiver

23.1. No forbearance or delay by either party in enforcing its rights will prejudice or restrict the rights of that party and no waiver of any such rights or of any breach of any contractual terms will be deemed to be a waiver of any other right or of any later breach.

24. Notices

24.1. Any notice given under this Agreement shall be in writing and shall be delivered by hand or by commercial courier or by Royal Mail special delivery posted in the United Kingdom. In the case of commercial courier or Royal Mail special delivery, delivery shall be deemed to take place at the time recorded on the delivery receipt or, as the case may be, on receipt by the sender of a notice that the addressee has “gone away” or refused to take delivery or any notice having similar effect. Notices shall be delivered or posted to the registered offices of the parties or to any other United Kingdom address notified in substitution on or after the date of this Agreement.

25. Third Parties

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

26. Compliance with foreign and local laws

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

27. Governing Law and Jurisdiction

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

27.2. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

Schedule 1
Data Release Request from End User

I confirm that I have authorised CONXTD Technologies Ltd to receive:

Data from Intruder Detection Systems
Data from Fire Detection Systems
Images and Video from Camers, DVR/NVRs and Cloud
Other [specify]

from the following Data Platform(s) and that I have read and agreed to the CONXTD Technologies Ltd Terms of Use.
Platform A
Platform B
Platform X

End User – Company Name

End User authorising signature

End User position

Date
 

Schedule 2
Service Level Agreement

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

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

Telephone – +44 (0) 1635 783046
This is a dedicated Support line for all questions and queries related to the CONXTD platform. You can find this number on our website www.conxtd.com/contact-us.

Email – support@conxtd.com
Email us to our dedicated inbox for all support queries. A number of members from the Support and Technical Teams are on-hand to answer your questions.

Intercom Instant Chat – Product embedded service
We use Intercom as an instant chat service. This technology is embedded right within the CONXTD platform, with members of the Support and Commercial Teams logged in during office hours to reply to your questions.

CONXTD Help Centre – help.conxtd.com
The Help Centre is a central repository for user guides, product articles and information on feature releases. This webpage is updated frequently by the Commercial Team in the hope that if you are not a chatty user, you can still access the most useful information.

When we get in contact with you

Product Updates and Releases
The CONXTD platform is constantly evolving as the Team post updates, new features and product tweaks every week. When a new product or feature is released, the CONXTD Team will notify you via the Intercom Instant Chat. This will provide a snippet of information regarding the release, with a link to our Help Centre for further details. To take advantage of some new features, charges may apply. New chargeable features which you chose not to subscribe to will not effect your use of the system.

Maintenance Updates
CONXTD conduct planned maintenance on the platform to increase security and ensure our services are operating as expected. The nature of our maintenance varies on a case-by-case basis, but steps are taken to ensure your experience is unaffected.

When a maintenance period is planned, we inform you no later than 1 week before the window with a maintenance report via Intercom. This report is provided by a senior member of the Technical Team, and includes:

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

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

Platform Monitoring and Service Outage Strategy
The CONXTD Platform operates on Digital Oceans Cloud Service with a 99.99% SLA and is continuously monitored using automated processes and alert systems.
Any service outage results in automatic initiation of our backup servers. Digital Ocean notify the CONXTD Architecture Team of outages, updates and resolution.
You can learn more about the services to which we contract Digital Ocean here https://www.digitalocean.com/pricing/#Included_services.

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

• CPU Usage
• Disk Usage
• Disk I/O
• Bandwidth
• Memory
• Load average

When you get in touch with us
If you need to get in touch with the CONXTD Team, you can use any of the designated Support Channels itemised above. We have also designed specific processes for how you get in touch with us, and how we deal with your information, to ensure the transaction is dealt with as smoothly as possible.

General Queries
For General Enquiries, you can contact the Main Office number at 01635 783019, where a senior member of the Team will respond.

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

Billing
For billing enquiries, you can contact the accounts department directly using the following email address: accounts@conxtd.com.
Alternatively, you can call our Main Office Line at 01635 783019, where a senior member of the team will respond and be able to direct your call.

Requests

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

• Full name,
• Email address,
• Telephone number,
• Company name.

If you’re calling in, call our Main Office number at 01635 783019 and select number 3 on the main menu – this will get you through to the Sales Team.
You can also email us at hello@conxtd.com, which is monitored by our Professional Services Team. They will get in touch about the details of your demo within the hour.

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

Request a feature
As a user of CONXTD, we love to hear about new features that would make your experience better.

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

Request a change to your account
If you need to changes something within your account, you can contact the Professional Services Team within the CONXTD platform through Intercom. Open a new conversation and select “I have a request” and changes to my account. Put as much detail as you can in the form, and the Team will respond within minutes with the next steps.

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

• The Site Reference Number,
• Details about requester:
o Full Name,
o Role,
o Email address,
o Company name

Or account cancellations, we will need to know:
• Account name,
• Details about requester:
o Full name,
o Role at company,
o Email address,
o Company name

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

Bug Reports
We test all our code thoroughly, but from time to time bugs exist due to real world scenarios that we have been unable to create. We want to hear from you about the errors or bugs you find in our platform, so we have created a process to identify and fix problems as efficiently as possible.
If you encounter an error in our system, you can fill out the Bug Form via Intercom. To access, click “I have an issue” and found a bug. Please give as much detail as possible so our Technical Team can investigate. The form takes 2 minutes to fill in, and a member of the Professional Services Team will be in touch within minutes to discuss the next steps with you.

Complaints
We take your comments very seriously, and will deal with complaints as quickly as we can.

We will acknowledge receipt of your complaint within 1 hour.

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

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

Telephone – 01635 783019 (Main Office)
Email – support@conxtd.com
Intercom – create a new conversation and write you thoughts in the chat.