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THE SERVICE

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1. Subject to the Customer complying with its obligations covered in these terms and conditions, we hereby grant the Customer a non-exclusive, non-transferable right to use the Data Hub Platform. These rights are granted to the Customer only and shall not be considered granted to any subsidiary or holding company.

2. The customer is responsible, at its own cost, for:

a. Ensuring that all installed cameras are in working order by regular review

b. Ensuring installed cameras are not obscured

3. We do not warrant that the GPS Service or Mobile Network will continue to support the functionality provided by The Data Hub Platform for its intended use, due to the fact that such networks are beyond our reasonable control

4. The Customer shall not access or store any material whilst using The Data Hub Platform that:
 

a. is unlawful, harmful, threatening, defamatory, racially, ethnically or sexually offensive

b. promotes unlawful violence

c. depicts sexually explicit images

d. is discriminatory based on race, gender, religious belief, sexual orientation or disability or

e. in any manner that is otherwise illegal or causes damage or injury
 

We reserve the right to disable the Customer's access to the Data Hub Platform if it infringes any of the provisions of this paragraph.

5. The Customer shall not

a. attempt to copy, modify, duplicate or distribute any portion of The Data Hub Platform in any form or media.

b. attempt to reverse engineer or disassemble any part of The Data Hub Platform or access the Data Hub Platform in order to build a competing product

6. The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, The Data Hub Platform. In the event of any such unauthorised access to notify us promptly.

7. The service is designed solely for the purpose. If the Customer uses the service for any other purpose, including but not limited to the monitoring or disciplining of Fleet Drivers, then the Customer shall indemnify us in full and keep them so indemnified from and against all losses, claims, costs and expenses incurred by us as a direct or indirect result of the Customer or its agents or representatives using the service other than for its purpose.

 

PLATFORM ACCESS

1. We will provide the Customer with credentials to allow access to The Data Hub Platform. For security reasons, the credentials must be kept confidential to avoid any unauthorised usage.

2. The Customer shall be responsible for any use of The Data Hub Platform if an authorised user gains access to the system using the provided credentials

 

DATA TRANSMISSION

1. We will procure the Mobile Network service for the transmission of Data and Footage between the cameras and The Data Hub Platform. The Customer acknowledges that we are dependent upon the performance of the third parties involved in providing these services. Therefore, we cannot warrant that the Mobile Network will be continuously available and at any place within the Territory, for example due to gaps in network coverage.

2. Cameras are provided with SIM cards which the Customer is authorised to use solely in connection with our service and solely in combination with the Camera in order to transmit Data and Footage between the Fleet and The Data Hub Platform.

 

FEES AND PAYMENTS

1. The Customer shall pay the charges set out, from time to time, in our invoice. Any charges quoted will be exclusive of VAT and other sales taxes.

2. The charges are fixed for the initial term but may be adjusted by us thereafter on the first day of each additional period of one year, provided we have given the customer at least 30 days prior notice.

3. The charges will be due monthly, quarterly or annually in advance as agreed. Unless otherwise agreed will expect all payments to be made via direct debit. You will be invited to set up a direct debit mandate with your first invoice for monitoring.

4. We reserve the right to charge statutory interest for commercial debts on any overdue outstanding amounts and all judicial costs incurred by us relating to the recovery of any overdue amount.

5. We also reserve the right to suspend the Customer's access to and use of the Data Hub Platform and service until all outstanding amounts are settled.

 

LIABILITY AND INDEMNITIES

1. In the event that we, or our agents or representatives, fail to perform the service with reasonable care and skill, we shall carry out any and all necessary remedial action at no cost to the Customer.

2. We shall not be liable in contract, non negligent tort, breach of statutory duty or otherwise, whether direct or indirect, for any:

a. loss of profits

b. loss of anticipated savings

c. loss of business or revenue

d. loss of goodwill

e. loss of use

f. corruption of data

g. loss due to delay

3. Nothing in this agreement shall be deemed to exclude or limit our liability in respect of:

a. fraudulent misrepresentation

b. injury or death caused by our negligence or that of our agents

c. any other liability which cannot be excluded by law

4. Any claim for damages or loss, except a claim arising from clause 3 above, must be notified to us within six (6) months of the date on which the loss or damage was caused. Outside of this time limit such claim is deemed to be waived and the Customer agrees to indemnify us in full against any loss or damage suffered or incurred by us as a result of any claim brought outside this timeframe.
 

 

FORCE MAJEURE

If a party is prevented or delayed in the performance of any of its obligations by Force Majeure, then that party will be excused from the performance or punctual performance, as the case may be, of its obligations, to the extent that such Force Majeure continues and agrees to use its reasonable endeavours to overcome or work around the Force Majeure so as to be able to perform its obligations.

 

DATA

1. The Customer agrees, for the purposes of the DPA, they are deemed to be a Data Controller.

2. The Customer agrees to authorise us and, where applicable, it's Insurance Company to process Data on behalf of the Data Controller.

3. The Customer agrees that we, whilst processing data may, without further recourse to the Customer, share Data (which may include Personal Data) directly with the Customer's Insurance Company, or their appointed Claims Management Company. Any such sharing of Data will be in accordance with our Privacy Policy.

4. We will not without your express written instructions, share your Data with any other third party, except as detailed in clause 9 of our Privacy Policy.
 

PERSONAL DATA

1. We may collect, process, store and use Fleet Drivers' personal data, including without limitation the Location data and Footage. The Customer agrees to us making Personal Data available to third parties for this purpose.

2. The Customer agrees that we may transfer a Fleet Driver's personal data to third parties that we use for the provision of the service.

3. We will not sell any individual personal data, whether anonymised or not to any third party.

4. We may transfer data outside of the European Economic Area.

5. The Customer agrees to the collection, processing, storage and use by us of Location Data and Footage.

6. The Customer warrants that it shall obtain all necessary consents, which must be compliant with the DPA, from all Fleet Drivers, to the processing of their Personal data by us.

7. The Customer shall not provide access to vehicles in the Fleet to any person or employee who has not provided consent, compliant with the DPA, to the processing of their Personal Data.

8. The Customer shall notify us within 3 working days if it receives a request from a Fleet Driver for access to that Fleet Driver's Personal Data which is processed as part of our service.

9. The Customer may revoke their consent for the collection, processing, storage and use of Location data at any time by informing us in writing. Such revocation shall not affect the Customer's payment obligations. The Customer acknowledges that as a result of such revocation it is unlikely we can continue to provide our service.

10. The Customer will be aware that the Camera and Platform will record and analyse data about Fleet Drivers. Data collected will be stored securely, ensuring it is protected in accordance with industry best practice.

11. The Camera and Platform will capture and send specific shock alerts, location, direction and current speed as well as footage which will be available to view or request, until overwritten, from The Data Hub Platform.

12. The Customer should make Fleet Drivers aware that the Data, including, if applicable, their Personal Data may be used for the following purposes:

a. To understand safer driving behaviour

b. To develop underwriting of motor insurance products

c. To determine or corroborate the circumstances of an incident, claim, theft or loss

d. To help to detect and prevent fraud

e. To tailor insurance premiums at time of renewal

13. The Customer has a right to see the information we hold about you through a subject access request. If you would like a copy of your information please write to The Data Protection Officer, The Data Analysis Hub Ltd, 11 Westbourne Road, Solihull, West Midlands, B92 8AT.

 

INTELLECTUAL PROPERTY

1. All intellectual property rights in the Data Hub Platform remain proprietary to us and our licensors and the Customer shall not at any time acquire any rights, title or interest in these intellectual property rights.

2. The Customer will not at any time contest our ownership of the intellectual property rights in The Data Hub Platform, neither will it assist any other party to do so.

 

TERM AND TERMINATION

1. The service begins on the Effective Date and shall continue during the Initial Term.

2. Upon expiration of the Initial term, the service shall automatically renew for the "renewal term" of twelve (12) months, unless either party gives the other party written notice of its intention not to renew at least two (2) months prior to the date on which the term would otherwise renew.

3. Upon expiration of each Renewal Term, the service will again renew automatically for a further renewal term of twelve (12) months, unless either party gives written notice of its intention not to renew at least two (2) months prior to the date on which the term would otherwise renew.

4. Each party may, without prejudice to any of its other rights, upon giving written notice to the other party, terminate the service with immediate effect if:

a. The other party breaches any material condition, including late or lack of payment and such breach is not remedied within ten (10) working days after notice specifying the breach has been given.

b. The presentation of a petition for winding up of the other party

c. The appointment of an administrator or receiver of the other party

d. The liquidation of the other party

e. Delay or failure of performance due to Force Majeure which has continued for a period of three (3) calendar months.

 

MISCELLANEOUS

1. The illegality or unenforceability of any provision (or part provision) of these terms and conditions shall not affect the legality, validity or enforceability of any other provision.

2. No amendment to these Terms and Conditions is valid or binding unless conveyed in writing, for the avoidance of doubt, writing in this context may include email.

3. Any amendment to these terms will be made with at least thirty (30) day's notice in advance of any amendment becoming enforceable.

4. Any dispute or claim shall be governed by and construed in accordance with the law of England and Wales.