Terms and Conditions Safety Shield Global

1. Interpretation

1.1 The definitions and rules of interpretation in this clause apply in these T&Cs in addition to those terms defined in the provisions of these T&Cs.

“Affiliate”: includes, in relation to either party, each and any subsidiary or holding company of that party and each and any subsidiary of a holding company of that party or any business entity from time to time controlling, controlled by, or under common control with, either party.

“Artificial Intelligence”: any data-driven and theory-informed applications, services, or analytic tools that utilise datasets and one or more artificial intelligence methods—such as robotics, computer vision, generative AI, and machine learning techniques—to perform tasks including predictions, classifications, segmentations, estimations, task automation, environmental interaction, and providing insights into future outcomes based on data, and are designed to support and enhance business processes and decision-making, operating with varying levels of autonomy and adaptability.

“Business Day”: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

“Business Hours”: the period from 9.00 am to 5.00 pm on any Business Day.

“Contract”: the agreement between Safety Shield and the Customer for the supply of Goods, Software and/or Services, comprising the Order, these T&Cs, and any documents expressly incorporated by reference in either of them.

“Customer”: the person who purchases or agrees to purchase Goods, Software and/or Services from Safety Shield as identified in the Order.

“Delivery”: the completion of unloading of the Goods at the Delivery Location, or, in the case of Software, the provision of access to or supply of the Software to the Customer, as set out in these T&Cs.

“Delivery Location”: the location for delivery of the Goods as set out in the Order or such other location as the parties may agree in writing.

“Fee” the licence fee payable by the Customer to Safety Shield under clause ‎5.

“Force Majeure Event”: any event or circumstance beyond the reasonable control of a party which prevents or delays that party from performing any of its obligations under the Contract, including (without limitation) acts of God, flood, drought, earthquake or other natural disaster, epidemic or pandemic, terrorist attack, civil war, civil commotion or riots, war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations, nuclear, chemical or biological contamination, any law or any action taken by a government or public authority, collapse of buildings, fire, explosion or accident, any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the party seeking to rely on this clause or companies in the same group as that party), and interruption or failure of utility service.

“Goods”: the goods (or any part of them) set out in the Order and as further described in the Goods Specification.

“Goods Specification”: any specification for the Goods, including any relevant plans or drawings, that is agreed by the Customer and Safety Shield.

“IPR”: patents, rights in and to inventions, trade marks, service marks, rights in any designs, trade or business names, copyright (including rights in computer software, code (in any form), algorithms and machine learning models) and topography rights, know-how, confidential information, trade secrets, internet domain names, rights protecting goodwill and reputation, database rights (including rights of extraction) and rights in data sets and Artificial Intelligence systems (including input to and output from such systems), including any models, training data and related technologies, and all other intellectual property rights, in each case whether registered or unregistered, and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all rights and forms of protection of a similar nature to any of the foregoing or having equivalent effect which subsist or will subsist now or in the future anywhere in the world.

“Maintenance Release”: a release of the Software that corrects faults, adds functionality or otherwise amends or upgrades the Software, but which does not constitute a New Version.

“New Version”: any new version of the Software which from time to time is publicly marketed and offered for purchase by Safety Shield in the course of its normal business, being a version which contains such significant differences from the previous versions as to be generally accepted in the marketplace as constituting a new product.

“Open-Source Software”: any software programs which are licensed under any form of open-source licence meeting the Open Source Initiative’s open-source definition from time to time.

“Order”: the Customer’s written request to purchase Goods, Software and/or Services from Safety Shield, whether submitted by purchase order, email, online form, or any other method accepted by Safety Shield, and which is accepted in writing by Safety Shield in accordance with these T&Cs.

“Purpose”: the Customer’s internal use of the Goods, Software and/or Services for the operation, management, and safety of plant and machinery at the Customer’s sites and such other purpose as may be otherwise agreed in writing by Safety Shield, in accordance with the Contract, and expressly excluding any resale, sublicensing, or provision of the Goods, Software or Services to any third party except as expressly permitted by Safety Shield in writing.

“Safety Shield”: Safety Shield Global Limited, a company registered in England and Wales with company number 11699195, at it’s registered office address, Road 5 Winsford Industrial Estate, Winsford, Cheshire, United Kingdom, CW7 3RB.

“Service Specification”: the description or specification for the Services provided by Safety Shield to the Customer.

“Services”: the services supplied by Safety Shield to the Customer as set out in the Service Specification.

“Software”: the computer programs and applications supplied by Safety Shield to the Customer under the Contract, as set out in the Order, any other proprietary software solutions developed or supplied by Safety Shield, and any related updates, upgrades, Maintenance Releases, or New Versions provided to the Customer during the term of the Contract.

“Specification”: the document detailing the specification of the Software.

“T&Cs”: these terms and conditions, including any schedules, appendices, or documents expressly incorporated by reference, as amended from time to time by Safety Shield.

1.2 A person includes a natural person, corporate. other legal entity or unincorporated body (whether or not having separate legal personality).

1.3 A reference to a party includes its personal representatives, successors and permitted assigns.

1.4 A reference to legislation or a legislative provision is a reference to it as amended or re-enacted and includes all subordinate legislation made under it.

1.5 Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.

1.6 A reference to writing or written excludes fax.

2. Contract Basis

2.1 Offer and formation of contract. Each Order constitutes an offer by the Customer to purchase Software, Goods or Services from Safety Shield in accordance with these T&Cs.

2.2 Commencement. An Order shall only be deemed to be accepted when Safety Shield issues written acceptance of the Order, at which point and on which date the Contract shall come into existence (“Commencement Date”).

2.3 Precedence of terms. These T&Cs apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or that are implied by law (to the fullest extent permitted by applicable law), trade custom, practice or course of dealing.

3. Goods

3.1 Supply of Goods.

(A) Safety Shield shall supply and the Customer shall purchase such quantities of Goods as set out in an Order in accordance with the Contract.

(B) Safety Shield reserves the right to amend the Goods Specification if required by any applicable law or regulatory requirement, and Safety Shield shall notify the Customer in any such event.

3.2 Delivery of Goods.

(A) Safety Shield shall use reasonable endeavours to ensure that:

(1) each Delivery is accompanied by a delivery note, which shall include the date of the Order, any relevant reference number, the type and quantity of Goods, special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to for Delivery; and

(2) if Safety Shield requires the Customer to return any packaging material to Safety Shield, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as Safety Shield shall reasonably request. Returns of packaging materials shall be at Safety Shield’s expense.

(B) Safety Shield shall conduct each Delivery to the Delivery Location at any time after Safety Shield notifies the Customer that the Goods are ready for Delivery.

(D) Any dates quoted for any Delivery is approximate only, and the time of Delivery is not of the essence. Safety Shield shall not be liable for any delay in any Delivery that is caused by a Force Majeure Event or the Customer’s failure to provide Safety Shield with adequate instructions relevant to a Delivery.

(E) If Safety Shield fails a Delivery, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. Safety Shield shall have no liability for any failure of a Delivery to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide Safety Shield with adequate instructions relevant to a Delivery.

(F) If the Customer fails to take receipt of a Delivery within three Business Days of Safety Shield notifying the Customer that the Goods are ready for Delivery, then except where such failure or delay is caused by a Force Majeure Event or by Safety Shield’s failure to comply with its obligations under the Contract in respect of the Goods:

(1) that Delivery shall be deemed to have been completed at 9.00 am on the third Business Day following the day on which Safety Shield notified the Customer that the Goods were ready for Delivery; and

(2) Safety Shield shall store the Goods until actual Delivery takes place, and charge the Customer for all related costs and expenses (including insurance).

(G) If ten Business Days after the day on which Safety Shield notified the Customer that the Goods were ready for Delivery the Customer has not taken actual delivery of them, Safety Shield may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, charge the Customer for any shortfall below the price of the Goods.

(H) Safety Shield may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in Delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

3.3 Quality of Goods

(A) Safety Shield warrants that on Delivery, and for a period of 12 months from the date of delivery (“Warranty Period”), the Goods shall:

(1) conform in all material respects with the Goods Specification; and

(2) be free from material defects in design, material and workmanship.

(B) Subject to clause 3.3‎‎(C), if:

(1) during the Warranty Period, the Customer gives notice in writing to Safety Shield within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 3.3‎‎(A);

(2) Safety Shield is given a reasonable opportunity of examining such Goods; and

(3) the Customer (if asked to do so by Safety Shield) returns such Goods to Safety Shield’s place of business at the Safety Shield’s cost,

(C) Safety Shield shall, at its option and to the extent that it agrees that such Goods do not comply with the warranty set out in clause 3.3‎‎(A), repair or replace the defective Goods, or refund the price of the defective Goods in full.

(D) Safety Shield shall not be liable for the Goods’ failure to comply with the warranty set out in clause ‎‎3.3 (A) if:

(1) the Customer makes any further use of such Goods after giving a notice in accordance with clause 3.3‎(B);

(2) the defect arises because the Customer failed to follow Safety Shield’s oral or written instructions as to the storage, commissioning, installation, use or maintenance of the Goods or (if there are none) good industry practice regarding the same;

(3) the Customer alters or repairs such Goods without the prior written consent of Safety Shield, including removing, damaging, altering or obscuring any tamper‑evident seal, serial number, label, watermark, hologram, or other security feature affixed on such Goods by Safety Shield;

(4) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working T&Cs; or

(5) the Goods differ from the Goods Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

(E) Except as provided in this clause ‎5, Safety Shield shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause ‎3.1.

(F) The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by applicable law, excluded from the Contract.

(G) These T&Cs shall apply to any repaired or replacement Goods supplied by Safety Shield.

3.4 Title and risk. The risk in the Goods shall pass to the Customer on completion of delivery. Title to the Goods shall not pass to the Customer until Safety Shield receives payment in full (in cash or cleared funds) for the Goods.

4. Software

4.1 Delivery. If applicable, risk in any tangible media on which the Software shall pass to the Customer on Delivery.

4.2 Online. Where any Software is made available by Safety Shield as online software applications, Customer’s access to, and use of, such online Software shall be subject to these T&C’s and such other terms and conditions and all reasonable instructions provided by or on behalf of Safety Shield (as may be updated from time to time by Safety Shield).

4.3 Open-source. The Customer acknowledges that certain components of the Software may be provided under open-source licences. Use of such components is subject to the terms of the applicable open-source licences, copies of which are available on request. Safety Shield does not provide any warranty or indemnity in respect of Open-Source Software components.

4.4 Restrictions. The Customer shall not reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of, or modify, reproduce, or develop, Safety Shield’s IPR or the Software, or any part thereof. Other than as expressly permitted under these T&Cs, Customer shall not commercialize, sublicense or otherwise exploit Safety Shield’s IPR or the Software or any part thereof, or make any derivative works, without the prior written consent of Safety Shield. Such consent may be withheld at the sole discretion of Safety Shield, and any approval, if granted, shall be on a one-off basis.

4.5 Training. On written request from the Customer, Safety Shield may provide the Customer with an initial training session, reasonable information, training materials and/or other resources in relation to the Software at Customer’s cost in line with Safety Shield’s then current pricing. Safety Shield may, at the Customer’s cost to be agreed in advance with Safety Shield, provide additional training to the Customer in relation to the operation and use of the Software.

4.6 Maintenance releases. Safety Shield will provide the Customer with all Maintenance Releases generally made available to its customers in Safety Shield’s discretion and in accordance with its then‑current release and support policies. Safety Shield may deliver Maintenance Releases by any reasonable method, including electronic download, automatic installation or managed service deployment. Safety Shield warrants that no Maintenance Release will adversely affect the then existing facilities or functions of the Software. .

4.7 Software Warranty.

(A) Safety Shield warrants that the Software will conform in all material respects to the Software Specification for a period of 12 months from the Commencement Date (“Software Warranty Period”). If, within the Software Warranty Period, the Customer notifies Safety Shield in writing of any defect or fault in the Software in consequence of which it fails to conform in all material respects to the Software Specification, and such defect or fault does not result from the Customer, or anyone acting with the authority of the Customer, having amended the Software or used or installed it in any way outside the terms of these T&Cs for a purpose or in a context other than the Purpose or in combination with any other software not provided by Safety Shield, Safety Shield shall, at Safety Shield’s option, do one of the following:

(1) repair the Software;

(2) replace the Software; or

(3) terminate these T&Cs immediately by notice in writing to the Customer and refund any of the Fee paid by the Customer as at the date of termination (less a reasonable sum in respect of the Customer’s use of the Software to the date of termination) on return of the Software and all copies thereof,

provided the Customer promptly provides all the information that may be necessary to assist Safety Shield in resolving the defect or fault, including a documented example of any defect or fault, or sufficient information to enable Safety Shield to re-create the defect or fault.

4.8 Right to withdraw support. Safety Shield reserves the right to discontinue support, updates, or Maintenance Releases for any Goods or Software by giving the Customer not less than 6 months’ written notice. After such date, Safety Shield shall have no further obligation to provide support or updates for the affected Goods or Software.

5. Customer Obligations

5.1 The Customer shall ensure that the Goods and Software are installed, operated, and maintained strictly in accordance with all instructions, manuals, and safety information provided by Safety Shield and in compliance with all applicable laws and regulations. The Customer acknowledges that the Goods and Software:

(A) are intended solely as a safety assistance and aid function only;

(B) do not replace the responsibility of the Customer to have appropriate safety procedures and human supervision,

Safety Shield shall not be liable for any loss or damage arising from the Customer’s failure to implement adequate safety measures.

5.2 The Customer is solely responsible for determining the suitability of the Goods and Software for its intended use and for ensuring that their use complies with all applicable laws, regulations, and site requirements. Safety Shield makes no warranty that the Goods or Software are fit for any particular purpose.

6. Services

6.1 Scope of Services. Safety Shield shall supply the Services to the Customer in all material respects in accordance with any applicable Service Specification which Safety Shield may make available from time to time in its sole discretion.

6.2 Service performance. Safety Shield shall use reasonable endeavours to meet any performance dates for the Services within such timeframes as may be notified to the Customer, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.

6.3 Amendments to Service Specification. Safety Shield reserves the right to amend the Service Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and Safety Shield shall use reasonable endeavours notify the Customer in any such event.

6.4 Service warranty. Safety Shield warrants to the Customer that the Services will be provided using reasonable care and skill.

7. Compliance

7.1 Customer compliance obligations. The Customer warrants and undertakes to Safety Shield that it shall:

(A) comply with all laws and regulations applicable to the use of Safety Shield’s IPR, the Software and the Goods;

(B) use Safety Shield’s IPR, the Software and the Goods in a responsible and ethical manner and not in any way which may damage the reputation of Safety Shield; and

(C) comply with all reasonable instructions provided by or on behalf of Safety Shield and any restrictions set forth in these T&Cs (as may be updated from time to time by Safety Shield) relating to the use of the Safety Shield’s IPR, the Software and the Goods.

7.2 Prohibited uses. The Customer shall not use, deploy or use the Software and/or Good in any manner that is prohibited under applicable law.

8. Fees

8.1 Pricing. The price for the Software, Goods and/or Services is the price(s) set out in the Order, or if no price is quoted, the price set out in Safety Shield’s published price list in force at the date of delivery, if any and includes the costs of packaging and transport of the Goods, which shall be invoiced to the Customer.

8.2 Price increases. Safety Shield reserves the right to increase the price of the Software, Goods and/or Services, by giving notice to the Customer at any time on giving notice to the Customer before Delivery or commencement of the Services.

8.3 Invoicing. Safety Shield shall invoice the Customer on or at any time after completion of Delivery.

8.4 Payment. The Customer shall pay each invoice submitted by Safety Shield within 30 days of the date of the invoice and in full and in cleared funds to a bank account nominated in writing by Safety Shield.

8.5 Taxes. All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by Safety Shield to the Customer, the Customer shall, on receipt of a valid VAT invoice from Safety Shield, pay to Safety Shield such additional amounts in respect of VAT as are chargeable on the supply of the Software, Goods and/or Services, as applicable, at the same time as payment is due for the supply of the Software, Goods and/or Services.

8.6 Late Payment. If the Customer fails to make a payment due to Safety Shield under the Contract by the due date, then, without limiting Safety Shield’s remedies under clause ‎15.2(A), the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause ‎8.6 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

8.7 No Set-off. All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

9. Confidentiality and publicity

9.1 Confidentiality. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause ‎9.2.

9.2 Permitted disclosures. Each party may disclose the other party’s confidential information:

(A) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 9; and

(B) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

9.3 Use of confidential information. No party may use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.

9.4 Public announcements. No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

10. Export

10.1 Export control compliance. Neither party shall export, directly or indirectly, any technical data acquired from the other party under these T&Cs (or any products, including software, incorporating any such data) in breach of any applicable laws or regulations (“Export Control Laws”), 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.

10.2 Restrictions. The Customer shall not export, re-export, or transfer the Goods, Software, or any related technical data to any country or end user subject to export restrictions under applicable laws, or for any prohibited end use (including military or dual-use applications), without obtaining all necessary licences or approvals. The Customer shall notify Safety Shield in advance of any intended export or transfer.

10.3 Third party obligations and assistance. Each party undertakes:

(A) contractually to oblige any third party to whom it discloses or transfers any such data or products to make an undertaking to it in similar terms to the one set out above; and

(B) if requested, to provide the other party with any reasonable assistance, at the reasonable cost of the other party, to enable it to perform any activity required by any competent government or agency in any relevant jurisdiction for the purpose of compliance with any Export Control Laws.

11. Limits of warranty and liability

11.1 Except as expressly set out in these T&Cs, all conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into these T&Cs or any collateral contract, whether by statute, common law or otherwise, are hereby excluded to the fullest extent permitted by applicable law, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.

11.2 Exclusions and limitations of liability. Except as expressly stated in clause ‎11.3:

(A) Safety Shield shall not in any circumstances have any liability for any losses or damages which may be suffered by the Customer (or any person claiming under or through the Customer), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:

(1) special damage even if Safety Shield was aware of the circumstances in which such special damage could arise;

(2) loss of profits;

(3) loss of anticipated savings;

(4) loss of business opportunity;

(5) loss of goodwill;

(6) loss or corruption of data;

(7) wasted expenditure,

provided that this clause ‎11.21(A) shall not prevent claims for loss of or damage to the Customer’s tangible property that fall within the terms of clause ‎11.2(B) or any other claims for direct financial loss that are not excluded by any of categories (i) to (vi) inclusive of this clause ‎11.2(A)];

(B) the total liability of Safety Shield, whether in contract, tort (including negligence) or otherwise and whether in connection with these T&Cs or any collateral contract, shall in no circumstances exceed a sum equal to 100% of the Fee; and

(C) the Customer agrees that, in entering into these T&Cs, either it did not rely on any representations (whether written or oral) of any kind or of any person other than those expressly set out in these T&Cs or (if it did rely on any representations, whether written or oral, not expressly set out in these T&Cs) that it shall have no remedy in respect of such representations and (in either case) Safety Shield shall have no liability in any circumstances otherwise than in accordance with the express terms of these T&Cs.

11.3 Non-excludable liabilities. The exclusions in clause ‎11. shall apply to the fullest extent permissible at applicable law, but Safety Shield does not exclude liability for:

(A) death or personal injury caused by the negligence of Safety Shield, its officers, employees, contractors or agents;

(B) fraud or fraudulent misrepresentation;

(C) breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or

(D) any other liability which may not be excluded by applicable law.

12. Intellectual property rights

12.1 Ownership and assignment of IPR. Safety Shield and/or its third party licensors shall own all Safety Shield IPR, and the Customer hereby unconditionally and irrevocably assigns (including by way of present assignment of future rights) to Safety Shield all rights, title and interests in and to any and all such Safety Shield IPR (absolutely with full title guarantee). Except as expressly licensed to the Customer under and in accordance with these T&Cs, the Customer shall not obtain, acquire or be granted any rights to Safety Shield IPR.

12.2 Licence to use IPR. Subject to the Customer’s compliance with the terms of these T&Cs, and subject to the Customer’s payment of all amounts due under the SOW, Safety Shield hereby grants to the Customer, a perpetual, worldwide , non-exclusive, non-transferable, non-sublicensable, royalty-free right and licence to use Safety Shield IPR to the extent necessary for use of the Software or any Software in the Goods by the Customer solely for the Purpose.

12.3 Feedback and improvements. Safety Shield may use any feedback and/or suggestions for improvement provided by or on behalf of the Customer in relation to Safety Shield IPR and/or the Software and/or Goods without charge or limitation. The Customer acknowledges and agrees that any IPR arising in and/or subsisting in such feedback, suggestions and/or the related improvements shall be owned solely and exclusively by Safety Shield, and the Customer hereby unconditionally and irrevocably assigns (including by way of present assignment of future rights) to Safety Shield all rights, title and interests in and to any and all such IPR (absolutely with full title guarantee). The Customer shall not, and shall not permit any contractor, or third party to, directly or indirectly use any Safety Shield IPR or any data, content, documentation, outputs, metadata, or other information derived from or contained in them, to train, fine‑tune, improve, calibrate, validate, test, or otherwise develop any artificial intelligence, machine‑learning, neural‑network, foundation‑model, large language model, or similar system or algorithm (“AI Model”) or incorporate any Safety Shield IP into any dataset used, intended, or suitable for training or developing an AI Model; allow any AI Model to access, ingest, crawl, scrape, index, or otherwise process any Safety Shield IP; or use any AI Model to generate derivative works of any Safety Shield IP. Notwithstanding anything to the contrary in these Terms and Conditions, if the Customer notifies Safety Shield in writing and in advance that it opts out of allowing its data to be used for the purpose of training, refining, or improving any artificial intelligence, machine learning, or similar models, Safety Shield shall not use, or permit any third party to use, Customer Data for such purposes from the date of receipt of such notice, unless otherwise expressly agreed in writing by the Customer. For the avoidance of doubt, this opt-out shall not affect any Customer Data that has already been used for such purposes prior to the date on which Safety Shield receives the Customer’s opt-out notice.

12.4 Customer’s IPR obligations. The Customer shall ensure and procure that it has in place binding written agreements ensuring that all IPR created by its and/or its Affiliates’ employees, third party contractors and subcontractors are owned by and transferred to the Customer so that such IPR can be transferred to Safety Shield under and in accordance with clause ‎12.1.

12.5 Registration of IPR. Safety Shield retains all rights to register any interests in any Safety Shield IPR (including any IPR assigned to Safety Shield under clause ‎12.1). The Customer shall not register or attempt to register any Safety Shield IPR or any part of the Software and the Goods, including any bespoke components developed for the Customer or any IPR assigned to Safety Shield under clause ‎12.1.

12.6 Restrictions on IPR registration. Without prejudice to clause ‎12.5, the Customer shall not register any IPR in a manner that would restrict or interfere with Safety Shield's or its Affiliates’ ability to protect and/or commercialise any Safety Shield IPR, the Software, the Goods and/or similar code.

13. Indemnities

13.1 Customer indemnity. The Customer agrees to indemnify, defend and hold harmless Safety Shield, its Affiliates and its and their personnel from and against any claims, losses, damages, costs or expenses, including reasonable legal costs, arising from or related to any third party IPR infringement claims, to the extent that such claims arise from and/or are in connection with the Customer’s, its Affiliates’ or its or their personnel’s use of the Software or Goods other than in accordance with these T&Cs; and/or

13.2 Safety Shield indemnity. Subject to clause ‎13.3 and the Customer’s compliance with clause ‎13.4, Safety Shield agrees to indemnify, defend and hold harmless the Customer from and against any claims, losses, damages, costs or expenses, including reasonable legal costs, incurred by the Customer arising from or related to any third party claims against the Customer alleging that the Customer’s use, in accordance with the Purpose, of any Safety Shield IPR within the Software or Goods existing as at the Commencement Date infringes or misappropriates that third party’s IPR (“Claim”). The remedy set out in this clause ‎13.2 shall be the sole and exclusive remedy for the Customer under these T&Cs for any third party claims alleging that any Safety Shield IPR, the Software or the Goods infringe(s) or misappropriates a third party’s IPR.

13.3 Exclusions from indemnity. Safety Shield will have no liability to the Customer under clause ‎13.2, if:

(A) the Customer has interfered with or failed to enable available filters and/or other tools for the Software and/or Goods, or disregards instructions or documentation made available for the Software and/or Goods;

(B) such claim arises from or is in connection with any use by the Customer of the Software, the Goods and/or any Safety Shield IPR in breach of these T&Cs;

(C) the Customer has carried out any fine-tuning, refining or customisations of, or modifications to, the Software, the Goods and/or any Safety Shield IPR, and the alleged infringement or misappropriation would not have occurred but for such fine-tuning, refinement, customisation or modifications;

(D) the Customer has received notice to stop using the Software, the Goods and/or Safety Shield IPR and continues to use the Software, the Goods and/or Safety Shield IPR; and/or

(E) the Customer knows or reasonably should know that the Customer’s use of the Software, the Goods and/or Safety Shield IPR may infringe or misappropriate a third party’s IPR.

13.4 Indemnity conditions. If any third party makes a Claim, or notifies an intention to make a Claim against the Customer, Safety Shield’s obligations under clause ‎13.1 are conditional on the Customer:

(A) as soon as reasonably practicable, giving written notice of the Claim to Safety Shield, specifying the nature of the Claim in reasonable detail;

(B) not making any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of Safety Shield (such consent not to be unreasonably conditioned, withheld or delayed);

(C) giving Safety Shield and its 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 the power or control of the Customer, so as to enable Safety Shield and its professional advisers to examine them and to take copies (at Safety Shield’s expense) for the purpose of assessing the Claim; and

(D) subject to Safety Shield providing security to the Customer to the Customer’s reasonable satisfaction against any claim, liability, costs, expenses, damages or losses which may be incurred, taking such action as Safety Shield may reasonably request to avoid, dispute, compromise or defend the Claim.

13.5 Exclusive remedy. This clause ‎13 constitutes the Customer’s exclusive remedy and Safety Shield’s only liability in respect of Claims and, for the avoidance of doubt, is subject to clause ‎11.1.

14. Data protection

14.1 For the purposes of this clause, the following definitions apply (in addition to those set out elsewhere in these T&Cs):

“Data Protection Legislation” means all applicable laws relating to the processing of Personal Data and privacy, including the UK GDPR, Data Protection Act 2018, the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003), and any laws or regulations implementing or made under them, as amended or re-enacted from time to time, and where applicable, the guidance and codes of practice issued by relevant regulatory bodies.

“Personal Data”, “Controller”, “Processor”, “Data Subject”, “Personal Data Breach”, “processing” and “process” shall have the meanings given to them in the UK GDPR.

“Sub-Processor” means any third party appointed by or on behalf of Safety Shield to process Personal Data on behalf of the Customer in connection with the Contract.

“UK GDPR” means the General Data Protection Regulation as incorporated into UK law by the European Union (Withdrawal) Act 2018 and as amended.

14.2 The parties acknowledge and agree that, for the purposes of Data Protection Legislation, the Customer is the Controller and Safety Shield is the Processor in respect of any Personal Data processed by Safety Shield on behalf of the Customer under or in connection with the Contract.

14.3 The subject matter, nature and purpose of the processing, the types of Personal Data and categories of Data Subjects, and the duration of the processing are set out in Schedule 1 (Data Processing).

14.4 Each party shall comply with its respective obligations under Data Protection Legislation in relation to any Personal Data processed under the Contract.

14.5 Safety Shield shall:

(A) process Personal Data only on the documented instructions of the Customer (including with regard to transfers of Personal Data to a third country or an international organisation), unless required to do so by applicable law to which Safety Shield is subject; in such a case, Safety Shield shall inform the Customer of that legal requirement before processing, unless prohibited by law on important grounds of public interest;

(B) implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk, including as appropriate the measures referred to in Article 32 of the UK GDPR;

(C) ensure that all persons authorised to process Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;

(D) remain liable for the acts and omissions of any Sub-Processor as if they were its own;

(E) inform the Customer of any intended changes concerning the addition or replacement of Sub-Processors and give the Customer the opportunity to object to such changes;

(F) taking into account the nature of the processing, provide reasonable assistance to the Customer, at the Customer’s cost, in relation to:

(1) the fulfilment of the Customer’s obligations to respond to requests for exercising Data Subjects’ rights under Data Protection Legislation; and

(2) the Customer’s compliance with its obligations under Articles 32 to 36 of the UK GDPR (security, breach notification, data protection impact assessments and prior consultation);

(G) notify the Customer without undue delay upon becoming aware of a Personal Data Breach affecting Personal Data processed on behalf of the Customer, and shall provide the Customer with reasonable assistance in relation to any such breach;

(H) not transfer Personal Data outside the UK or the European Economic Area unless such transfer is made in compliance with Data Protection Legislation, including by implementing appropriate safeguards such as the UK Standard Contractual Clauses;

(I) make available to the Customer all information reasonably necessary to demonstrate compliance with this clause 14 and shall allow for and contribute to audits, including inspections, conducted by the Customer or an auditor mandated by the Customer, provided that such audits shall be at the Customer’s cost and subject to reasonable notice, confidentiality obligations and not unreasonably disrupt Safety Shield’s business; and

(J) maintain a record of all categories of processing activities carried out on behalf of the Customer.

14.6 Upon termination or expiry of the Contract, at the choice of the Customer, Safety Shield shall delete or return all Personal Data processed on behalf of the Customer, and delete existing copies unless retention is required by applicable law.

14.7 The Customer hereby provides its prior general authorisation for Safety Shield to appoint sub-processors to process the Customer’s Personal Data, provided that:

(A) Safety Shield shall ensure that any sub-processor is appointed on terms which comply with Data Protection Legislation and are consistent with the obligations imposed on Safety Shield under this clause;

(B) Safety Shield shall remain fully liable for the acts and omissions of any sub-processor as if they were its own; and

(C) Safety Shield shall inform the Customer of any intended changes concerning the addition or replacement of sub-processors, thereby giving the Customer the opportunity to object to such changes. If the Customer objects and cannot demonstrate, to Safety Shield’s reasonable satisfaction, that the objection is due to an actual or likely breach of Data Protection Legislation, the Customer shall indemnify Safety Shield for any losses, damages, costs (including legal fees) and expenses suffered by Safety Shield in accommodating the objection.

14.8 In the event of any conflict between this clause 14 and any other provision of these T&Cs, this clause 14 shall prevail to the extent of such conflict.

15. Termination

15.1 Mutual termination rights. Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

(A) the other party commits a material breach of any term of the Contract and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;

(B) the other party takes or has taken against it (other than in relation to a solvent restructuring) any step or action towards its entering bankruptcy, administration, provisional liquidation or any composition or arrangement with its creditors, applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court), being struck off the register of companies, having a receiver appointed to any of its assets or its entering a procedure in any jurisdiction with a similar effect to a procedure listed in this clause ‎15.1(B);

(D) the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.

15.2 Safety Shield termination rights. Without affecting any other right or remedy available to it, Safety Shield may terminate the Contract with immediate effect by giving written notice to the Customer if:

(A) the Customer fails to pay any amount due under the Contract on the due date for payment; or.

(B) there is a change of control of the Customer.

15.3 Suspension rights. Without affecting any other right or remedy available to it, Safety Shield may suspend the supply of Services or all further deliveries of Goods or Software under the Contract or any other contract between the Customer and Safety Shield if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause ‎15.1(B) to clause ‎15.1(D), or Safety Shield reasonably believes that the Customer is about to become subject to any of them.

16. Consequences of termination

16.1 Customer obligations on termination. On termination or expiry of the Contract, the Customer shall:

(A) immediately pay to Safety Shield all of Safety Shield’s outstanding unpaid invoices and interest and, in respect of Goods and Services supplied but for which no invoice has been submitted, Safety Shield shall submit an invoice, which shall be payable by the Customer immediately on receipt;

(B) return all any Goods which have not been fully paid for. If the Customer fails to do so, then Safety Shield may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and shall not use them for any purpose not connected with the Contract. In addition, the Customer’s licence to use any Software supplied under the Contract shall immediately terminate, and the Customer shall immediately cease all use of the Software, delete or return all copies of the Software in its possession, custody or control, and certify to Safety Shield that it has done so if requested.

16.2 Accrued rights. Termination or expiry of the Contract shall not affect the parties’ rights and remedies, that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

16.3 Survival. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

17. General

17.1 Force Majeure. Neither party shall be liable for any delay or failure in the performance of its obligations, except in relation to any obligation to pay any sums due by the Customer, for so long as and to the extent that such delay or failure results from a Force Majeure Event. If the period of delay or non-performance continues for 30 days, the party not affected may terminate the Contract by giving not less than 30 days’ written notice to the affected party.

17.2 Assignment and other dealings. Safety Shield may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract on giving written notice to the Customer. The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of Safety Shield.

17.3 Notices. Any notice given under this Contract shall be in writing and sent by pre-paid first-class post or by email to the address or email notified by the receiving party. Notices sent by post shall be deemed received at 9.00 am on the second Business Day after posting. Notices sent by email shall be deemed received at the time of transmission, or when Business Hours resume if sent outside Business Hours. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

17.4 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision or part provision of the Contract is deemed deleted under this clause ‎15.4 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the commercial result of the original provision.

17.5 Waiver. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.

17.6 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.

17.7 Entire agreement. The Contract constitutes the entire agreement between the parties. Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it has no claim for innocent or negligent misrepresentation [or negligent misstatement] based on any statement in the Contract.

17.8 Third party rights. The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

17.9 Variation. Except as set out in these T&Cs, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

17.10 Governing law & Jurisdiction. The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

Schedule 1 – Data Processing

Subject matter of the processing

Processing of Personal Data generated by Safety Shield Global’s systems, including human form recognition, object recognition, collision avoidance systems, and any other system or product developed by Safety Shield Global.

Types of Personal Data being processed

Video data, technical data (IP addresses, device information), usage data, profile data.

Categories of individuals whose data is being processed

Individuals captured or visible in any Personal Data, i.e., Data Subjects present in the detection zone of plant machinery.

Types of data processing to be carried out

Collection, recording, storage, adaptation, retrieval, consultation, use, disclosure, or deletion of Personal Data.

Purpose of the data processing

Training, general health and safety reviews, incident investigations, and operation of Safety Shield Global’s systems.

Duration of processing

[The term of the Contract].