Hardware and software subscription agreement for Marlin Passive Acoustic Monitoring System
This Agreement is made between:
R.S. Aqua Limited, incorporated in England and Wales with company number 01661817 whose registered office is at C/O Tc Group The Granary, Hones Yard, 1 Waverley Lane, Farnham, Surrey, England, GU9 8BB (“Supplier”)
and
The Customer (“Customer”).
- Definitions and Interpretation
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
“Agreement” means this master agreement together with any Order Form and Schedules.
“Customer Data” means all data (including telemetry data) uploaded to or generated by the Services relating to the Customer’s operations.
“Device” means the telemetry hardware supplied under an Order Acknowledgement.
“Fees” means all charges payable under an Order Acknowledgement.
“Initial Term” means three (3) months from Service Activation Date.
“Services” means the hosted telemetry platform, connectivity, analytics, desktop application, mobile application and support services.
“Software” means the Supplier’s proprietary software made available as part of the Services.
- Structure of Supply
2.1 The Supplier may supply Devices on an outright sale basis or on a rental basis if specified in the Order Acknowledgement.
2.2 The Software and Services are provided strictly on a subscription basis and are mandatory for Device functionality.
2.3 The Device is designed to operate only with an active Subscription and third-party connectivity services.
- Device Sale (where applicable)
3.1 Title transfers upon full payment.
3.2 Risk passes on delivery.
3.3 Supplier retains all intellectual property in firmware and embedded software.
3.4 Supplier may suspend Services or deactivate connectivity for non-payment without liability until all outstanding Fees are paid.
- Software Licence
4.1 Supplier grants a limited, non-exclusive, non-transferable licence to use the Software for internal business purposes only.
4.2 Customer shall not:
4.2.1 reverse engineer, modify, create derivative works, or provide access to third parties except authorised users.
4.2.2 use the Device or Services in a way that interferes with or disrupts the operation of the platform or associated infrastructure;
4.2.3 attempt to gain unauthorised access to any systems or networks connected to the Services;
4.2.4 use the Device or Services in violation of applicable laws or regulations;
4.2.5 use the Device or Services in a manner that could damage, disable, or impair the Services.
4.3 Supplier may modify the Software to maintain security or improve functionality.
- Service Level and Support
5.1 Supplier shall use reasonable endeavours to provide the Services.
5.2 Services depend on third-party telecom networks and infrastructure.
5.3 Services are not guaranteed to be uninterrupted or error-free.
5.4 Customer remains responsible for regulatory compliance, operational decisions, backup systems, and verification.
5.5 Supplier may modify or update the Services from time to time to improve functionality, security, reliability, or performance, provided such changes do not materially reduce the core functionality of the Services.
5.6 When requested by the Supplier, the Customer must complete the “Underwater Noise Products – End User Declaration” document describing the use case and location of the Device.
- Fees and Payment
6.1 Fees are payable within 30 days of invoice.
6.2 Supplier may suspend Services for non-payment after written notice.
6.3 All Fees are exclusive of VAT.
6.4 Supplier may modify the Fees for the Services upon not less than thirty (30) days written notice to the Customer. Updated Fees shall apply from the next billing cycle following such notice.
- Data Ownership and Usage
7.1 Customer retains ownership of Customer Data.
7.2 Supplier may use anonymised and aggregated data for analytics and product improvement.
7.3 Upon termination of this Agreement, Customer may request export of Customer Data within thirty (30) days. Supplier may charge reasonable costs for such export. After this period Supplier may permanently delete Customer Data.
- Data Protection
8.1 Each party shall comply with applicable data protection laws.
8.2 Supplier acts as Controller for account data and Processor for Customer Data.
8.3 The Data Processing Schedule applies.
- Security
9.1 Supplier shall implement appropriate technical and organisational measures including encryption and access controls.
9.2 Supplier shall notify Customer of confirmed Personal Data Breaches without undue delay.
- Warranties
10.1 Devices will materially conform to specification for 12 months. Supplier shall repair or replace defective Devices at its discretion.
10.2 Services will be provided with reasonable skill and care.
- Limitation of Liability
11.1 Nothing limits liability for death, personal injury, fraud, or liability which cannot be excluded by law.
11.2 Supplier’s total aggregate liability in any rolling 12-month period shall not exceed 100% of the Fees paid in the preceding 12 months.
11.3 Supplier shall not be liable for indirect or consequential loss, loss of profit, revenue, business, goodwill or data.
- Termination
12.1 Initial Term is three (3) months minimum from hardware and software delivery date.
12.2 Agreement renews monthly thereafter unless terminated on 30 days’ notice.
12.3 Supplier may terminate for convenience on 60 days’ notice.
12.4 Upon termination, access to Services ceases and outstanding Fees become due.
- Confidentiality
Each party shall keep confidential information secret for five (5) years following termination.
- Force Majeure
Neither party shall be liable for delays caused by events beyond reasonable control including network outages and telecom failures.
- Export Control and Sanctions
Customer shall comply with all applicable export control and economic sanctions laws and regulations. Customer shall not export, re-export, transfer, or use the Device or Services in violation of such laws.
- Governing Law
This Agreement is governed by the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction.