1. Parties, acceptance and precedence

  1. The Services are supplied by DIGITALSOM LTD, a company incorporated in England and Wales (company number 11946318), whose registered office is at 413 Coventry Road, Small Heath, Birmingham, B10 0TH, United Kingdom ("we", "us" or "our").
  2. "You" and "your" mean the organisation identified on the Order Form, or the organisation on whose behalf the Account is administered. The Contract is between us and that organisation and is not made with any individual. No individual user, driver, passenger or other natural person is a party to the Contract, and the organisation is responsible for each of them in accordance with clause 3.
  3. You accept these terms upon the earliest of the execution of an Order Form referring to them, acceptance of them within the Platform, and any use of the Platform by any person within your organisation. The person accepting warrants that they have authority to bind the organisation.
  4. The Contract comprises these terms, the Order Form and any document expressly incorporated by the Order Form. In the event of conflict, the Order Form prevails; data processing terms prevail only for their subject matter; and these terms prevail over all other materials. A service level agreement or partner agreement applies only where signed by the parties concerned.
  5. Where the Platform is supplied through a Partner, the Partner is your contracting counterparty unless an Order Form signed by us expressly identifies you as our customer. These terms do not create a contract between us and a Partner's downstream customer.

2. Definitions and interpretation

  1. In the Contract, the following terms have the following meanings.
    • "Account" means the Tenant allocated to your organisation on the Platform, comprising your Users, Devices, Customer Data and settings, and logically separated from every other tenant.
    • "Contract" means the agreement between us and you constituted in accordance with clause 1.4.
    • "Customer Data" means all data within the Account originating from you, your Users, your Devices or your integrations, including positions, trips, driver records, video and still images, fuel and meter readings, sensor readings, documents, maintenance records and support case content.
    • "Device" means any tracker, camera, sensor, meter, electronic lock or other item of hardware reporting into the Account, together with the SIM and connectivity supporting it.
    • "Module" means a licensable component of the Platform, including tracking, fuel, video and metering. Modules are licensed per Account or per Device as stated in the Order Form.
    • "Order Form" means the ordering document executed by the parties which identifies the Modules, Device slots, support tier, term and Fees.
    • "Partner" means a whitelabel reseller operating a branded instance of the Platform and administering accounts beneath it.
    • "Platform" means the Raad IoT web application at portal.raad-iot.com, any whitelabel hostname serving that application, the application programming interfaces supporting it, and the Raad IoT Android application.
    • "Services" means the provision of access to the Platform and the associated support described in clause 10.
    • "User" means a named natural person permitted by you to access the Account.
  2. Clause headings are for convenience only and do not affect interpretation. References to a clause are references to a clause of these terms. The words "including" and "in particular" are to be construed without limitation. A reference to legislation includes that legislation as amended or re-enacted.

3. The Account and permitted users

  1. You shall create and administer your own Users. Each set of credentials shall be issued to one natural person. Credentials shall not be shared between persons, the audit record being attributable to a person rather than to a seat.
  2. You shall determine the role assigned to each User, which governs the functions and data that User may access. The assignment of roles is your responsibility. A User to whom you assign an administrative role is able to create further Users, connect integrations, transmit commands to Devices and export Customer Data.
  3. You shall keep credentials secure, shall determine whether to require multi-factor authentication, and shall be responsible for all acts and omissions carried out through your Users' credentials as though they were your own. You shall notify us without undue delay upon becoming aware or suspecting that a credential has been compromised, whereupon we may force a password reset or lock the affected account in order to limit the compromise.
  4. Where you link an external identity provider, that provider governs who may authenticate to the Account. The removal of a person at the identity provider does not of itself remove the corresponding User record on the Platform, and you shall attend to both.
  5. Interface tokens. You may issue application programming interface tokens which act with the authority of the Account and the scopes you select. Only a hash of the secret is retained, and the secret cannot be re-displayed after issue. A token shall be treated as a credential for the purposes of clause 3.3, shall be revoked when no longer required, and every call made with it shall be attributed to you.
  6. Access by our personnel. Our platform administrators are able to enter the Account in the capacity of one of your Users in order to investigate a reported problem. Each such session is time limited, and every action taken during it is recorded in the audit log against the administrator who performed it rather than against the User whose account was used. The facility shall be used only for support, diagnosis and the correction of configuration.

4. Acceptable use

  1. You shall use the Platform lawfully and for the purposes of your own business. You shall not, and shall procure that your Users do not:
    • contravene the law of any jurisdiction in which you operate, or facilitate the contravention of that law by another person;
    • monitor any individual otherwise than upon a lawful basis and with the notice required by the law applicable to you. Vehicle tracking, driver behaviour scoring and in-vehicle camera recording constitute monitoring of workers, and the obligation to inform drivers of what is recorded, for what purpose and for how long rests with you and not with us;
    • orient a camera where recording is prohibited, or use footage for a purpose not notified to the persons recorded;
    • track a vehicle or an individual which you have no right to track, or use the Platform to stalk, harass or intimidate any person;
    • upload content which you have no right to upload, or which is unlawful, infringing or malicious;
    • attempt to access the account of another organisation, circumvent the tenancy boundary, or use Device slots or Modules in excess of those licensed to you;
    • reverse engineer, decompile, disassemble or copy the Platform, or benchmark it for the purpose of developing a competing product;
    • resell, sublicense or otherwise make the Platform available to a third party otherwise than under an executed partner agreement permitting it;
    • conduct load testing, vulnerability scanning or penetration testing against the Platform without our prior written consent; or
    • scrape the interface, or call the application programming interface at a rate liable to degrade the Services for any other customer.
  2. Remote commands. The Platform transmits commands to Devices, including electronic lock rules capable of locking or unlocking a load and configuration changes altering the behaviour of a Device. Each command is recorded against the User who transmitted it. You shall not use remote locking, immobilisation or any comparable function in circumstances in which it may endanger a driver, a load or any member of the public.
  3. Breach of this clause 4 entitles us to act under clause 12, including suspension of the Account without notice where the risk is immediate.

5. Customer Data and licence

  1. As between the parties, Customer Data is and remains yours. We claim no ownership in it and shall not sell it.
  2. You grant us a non-exclusive, worldwide, royalty-free licence to host, store, transmit, back up, index, display and otherwise process Customer Data, and to permit our hosting and infrastructure providers to do the same on our behalf, for the sole purpose of providing the Services. The licence subsists for the term of the Contract together with such further period as is required to complete backup cycles and to discharge a legal obligation. It confers no right to exploit Customer Data for our own commercial purposes.
  3. We process Customer Data upon your instructions. You determine what your Devices record, who may access the recordings, and for how long they are retained. Our privacy policy sets out the categories of personal data held on the Platform and the basis on which they are processed. Where data-protection law requires a data processing agreement or a transfer safeguard, the parties shall put the applicable written terms in place before the relevant processing or transfer occurs.
  4. We may compile aggregated and de-identified statistics which do not identify you, your personnel or your vehicles, and may use them to operate and improve the Platform. Nothing in this clause permits the publication or sale of identifiable Customer Data.
  5. Analytical layer. The Platform operates an agent layer over Customer Data which produces insights and may propose actions, including the suppression of an alert rule or the transmission of a corrective configuration to a Device. A proposal has no effect until approved by a person within your organisation, and the Platform records the identity of the person who decided. Output of the analytical layer may be inaccurate and shall be verified before it is acted upon.
  6. Accuracy of telemetry. Positions, trips, fuel readings, meter readings and video originate from hardware and mobile networks outside our control. Signal loss, device failure, cancellation of a SIM and absence of network coverage each cause gaps and errors. A Platform record shall not be relied upon as the sole evidential basis for a safety decision, a disciplinary proceeding, a customs declaration, a regulatory filing or a legal proceeding without corroboration from another source.
  7. Export. While the Account is active you may export Customer Data through the interface, reporting tools and application programming interface. After termination, we will, on written request, provide a reasonable export where technically practicable and subject to payment of any agreed reasonable assistance charges. We will then delete Customer Data from active systems in accordance with your documented instructions and our applicable legal obligations; residual copies may remain only until overwritten through ordinary backup rotation.

6. Devices, hardware and installation

  1. Unless otherwise agreed in writing, the procurement, installation, powering, insurance and maintenance of Devices is your responsibility, as is their safe and lawful installation in the vehicle, asset or premises in which they are sited and their removal when a vehicle leaves your fleet.
  2. We give no warranty in respect of hardware not manufactured by us. Warranty, repair, returns and replacement are matters for the manufacturer or the supplier from whom the hardware was purchased. Any direct sale of hardware by us is governed only by separate written hardware terms or a written quotation accepted by both parties.
  3. Devices communicate with the Platform over mobile networks. Coverage, roaming arrangements, network shutdowns and SIM status each determine whether a Device reports. A cancelled or suspended SIM ceases to report immediately. Where connectivity is supplied by us, clause 11 governs the charges for it.
  4. When a Device first reports to a hostname belonging to the Account it appears on the Platform as discovered and awaiting onboarding. You shall onboard only those Devices to which you are entitled and which you have the right to track.
  5. Configuration transmitted through the Platform is your configuration. Where a setting transmitted by you causes a Device to cease reporting, we shall assist you in restoring it, but we accept no liability for data not recorded during the period of misconfiguration.

7. Third-party services and integrations

  1. Certain functions of the Platform depend upon services operated by third parties, including camera systems such as UniFi Protect, RTSP and ONVIF cameras and cloud dashcam providers, short message and connectivity providers, mapping and address lookup providers, and Microsoft Entra ID where Microsoft sign-in is enabled.
  2. By connecting such a service you authorise us to exchange data with it using the credentials you supply, and you warrant that you are entitled to grant that access. The terms of the third-party provider govern its own performance. We do not control the availability, pricing or interface stability of any such provider, and we accept no liability for the acts or omissions of a provider in respect of data routed to it at your direction.
  3. Where a provider alters or withdraws its service we may be required to alter or discontinue the corresponding integration. We shall notify you where the change affects a function in use within the Account.

8. Whitelabel partners

  1. The Platform operates at three levels of access. We operate the Platform. A Partner operates a branded instance beneath it, bearing its own logo, colours and domain. Each Partner administers the customer accounts beneath its instance.
  2. Where you have contracted through a Partner, that Partner controls your branding and domain, determines the Modules and Device slots allocated to the Account, sets your Fees, and ordinarily provides first-line support. The administrators of that Partner may access and administer the Account. Such access is inherent in the arrangement and is recorded in the audit log in the same manner as access by our own personnel.
  3. Where you are a Partner, you are responsible for the acts and omissions of your administrators within your customers' accounts, for imposing upon each customer you sign obligations equivalent to these terms, for your own invoicing and first-line support, and for the accuracy of every representation you make concerning the Platform. You shall not describe the Platform in terms which commit us to any obligation not agreed with you in writing.
  4. The suspension or termination of a Partner may affect the accounts beneath it. To protect continuity and data, we may communicate directly with a downstream customer about access or migration, but are not required to contract with that customer or to continue its access unless we agree this in writing.

9. Availability

  1. We shall use reasonable endeavours to keep the Platform available. We give no commitment as to a level of availability. The availability figure appearing on our marketing site is an internal target and not a contractual commitment, and no statement on that site forms part of the Contract.
  2. An availability commitment arises only where an executed service level agreement expressly confers one, in which case that agreement states the measurement method, exclusions and remedies.
  3. We may suspend access to the Platform for maintenance. We shall give at least 48 hours' notice of planned maintenance where reasonably practicable, and may act without notice in respect of a security fix or an urgent failure.
  4. The following are outside our control and outside this clause 9: your internet connection, mobile network coverage, a Device which has ceased reporting, a carrier which has suspended a SIM, and any third-party service falling within clause 7.

10. Support

  1. Support cases shall be raised within the Platform. A case carries a category (connectivity, device, platform or billing), a type, a priority from P1 to P4, and a thread in which the parties record comments and attach files. A case may be linked to the alert incidents to which it relates.
  2. Each Account carries the support level stated in its Order Form. Higher tiers may be purchased or granted with a Module bundle; the Order Form or applicable support plan states the available channels, support hours and response targets. Unless an executed service level agreement says otherwise, response targets are aims and not contractual commitments.
  3. A response target relates to our first response only and does not constitute an undertaking that a problem will be resolved within any period.
  4. Where the Platform has been supplied to you by a Partner, support cases shall be raised with that Partner, which shall escalate to us where the cause lies with the Platform.
  5. We may employ automated assistance in the triage of a case or the drafting of a response. A natural person remains accountable for each communication issued to you.
  6. Support extends to the Platform. The diagnosis of a Device fault is included. The repair or replacement of hardware is not included, save under a separate agreement.

11. Fees and billing

  1. The fees payable, currency, billing frequency, payment method, payment date and applicable taxes are as set out in the Order Form ("Fees"). Fees are exclusive of VAT and similar sales taxes unless the Order Form states otherwise; you shall pay those taxes where properly chargeable.
  2. Fees are substantially determined by allocation. Each Device-scoped Module holds a pool of slots and the enablement of that Module for a Device consumes one slot. The addition of Devices, the enrolment of meters, the enablement of a Module across further vehicles and the movement to a higher support tier each increase the Fees. Allocation is displayed within the Platform and constitutes the basis of the invoice.
  3. Connectivity, short message and other pass-through costs are charged in addition only where stated in the Order Form or otherwise approved by you in writing. The Order Form or approval states the charging basis, including any overage or roaming charge.
  4. We may vary Fees only as stated in the Order Form or by giving at least 30 days' written notice before the end of the then-current term. A variation under this clause takes effect only on renewal; if you do not accept it, you may give notice not to renew before the renewal date.
  5. Late payment carries consequences, including suspension under clause 12. We may charge statutory interest and fixed recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998, or any lower rate expressly stated in the Order Form, without limiting any other remedy.
  6. Where you dispute an invoice, you shall notify us in writing before its due date, giving reasonable detail, and shall pay the undisputed portion when due. Fees properly paid are non-refundable except where the Contract expressly provides otherwise or where required by law.

12. Suspension and termination

  1. We may suspend the Account, or the credentials of an individual User, where Fees are unpaid, where you or a User has breached clause 4, where a security risk arises to you or to any other customer, or where required to do so by law. For non-payment or a remediable breach, we shall give at least seven days' written notice and an opportunity to remedy it. Where the risk is immediate, we may suspend first and notify afterwards.
  2. During suspension, Devices may continue to report, no User may authenticate, and Fees continue to accrue.
  3. Either party may terminate the Contract for material breach by the other which has not been remedied within 30 days after written notice requiring the remedy. The term, any renewal and any right to terminate for convenience are only as stated in the Order Form.
  4. We may terminate the Contract where you become insolvent or cease to trade, to the extent permitted by the law applicable to you.
  5. Upon termination, access to the Platform ceases. You shall export Customer Data required by you before the effective date and may request a reasonable assisted export under clause 5.7. We will handle deletion and residual backup copies as stated in clause 5.7 and may provide written confirmation of deletion on reasonable request once that process is complete.
  6. Clauses 5, 13, 14, 16, 17, 18, 20 and 21 survive termination, together with any accrued liability for Fees.

13. Intellectual property

  1. All intellectual property rights in the Platform vest in and remain with us, including rights in the software, the interface, the application programming interfaces, the documentation, the models and prompts developed by us, our name and logo, and every modification and improvement to any of them.
  2. We grant you a non-exclusive, non-transferable right to use the Platform for the purposes of your own business during the term of the Contract, limited to the Modules and Device slots identified in the Order Form. Nothing in the Contract operates to transfer ownership of any intellectual property right.
  3. You retain ownership of Customer Data, of your brand, and, where you are a Partner, of your own marks. The operation of a branded instance constitutes a licence to us to display your logo, colours and domain within the Platform and within the communications and reports it generates, for that purpose only.
  4. Where you provide feedback or a suggestion in relation to the Platform, we may use it without obligation or payment. We shall not identify you as its source without your consent.

14. Confidentiality

  1. Each party shall keep confidential the confidential information of the other, shall use it only for the performance of the Contract, and shall protect it with no less care than it applies to its own confidential information of like importance. Confidential information includes pricing, the terms of the Contract, technical information, security information, roadmaps, and any information marked as confidential or which is manifestly confidential in nature.
  2. This clause does not apply to information which is or becomes public otherwise than by breach of the Contract, which the receiving party already lawfully held, or which the receiving party developed independently without reference to the disclosing party's information.
  3. Where disclosure is compelled by a court or a regulator, the receiving party may disclose to the extent required, and shall notify the disclosing party in advance where permitted to do so.
  4. These obligations continue for five years after termination, except that obligations relating to a trade secret continue for so long as that information remains a trade secret under applicable law.

15. The Android application

  1. The Raad IoT Android application provides access to the Platform on an Android device. It operates upon the same Account and the same session as access by any other means, and the Contract applies to use of the Platform through the application in the same manner as to use through a browser.
  2. The application performs no collection of data independently of the Platform and contains no analytics or advertising software development kit. Processing of personal data occurs within the Platform and is described in the privacy policy.
  3. The application is a trusted web application that displays the Platform. It may be distributed directly to you or through a channel agreed with you in writing. The terms of any third-party distribution channel govern your relationship with that channel; that provider is not a party to the Contract and bears no responsibility for the Platform. Any device permission requested is granted by the person in possession of the handset and may be withdrawn in the Android settings.
  4. We may cease to publish the application or alter the means of its distribution. In such event the Platform remains accessible at portal.raad-iot.com through any modern browser.

16. Disclaimers

  1. To the fullest extent permitted by law, the Platform is provided on an "as is" and "as available" basis, and all warranties, conditions and terms not expressly set out in the Contract, whether implied by statute, common law or otherwise, are excluded.
  2. We do not warrant that the Platform will be uninterrupted or free from error, that telemetry will be accurate, complete or timely, or that a Device will report at any given time.
  3. We do not warrant that the Platform satisfies any legal or regulatory obligation to which you are subject. Compliance with drivers' hours rules, tachograph requirements, customs and electronic seal requirements, tax reporting and emissions disclosure remains your responsibility. Carbon figures generated by the Platform are estimates calculated from published emission factors and do not constitute audited figures.
  4. The Platform is software and not a monitoring service. Alerts, guard cases and video are tools for use by your personnel. We do not monitor the Account on your behalf, and we are not an emergency service, a security service or a roadside assistance service, save under a separate executed agreement.
  5. Insights, proposed actions and other output of the analytical layer are suggestions only and carry no warranty as to accuracy.
  6. Nothing in this clause excludes a term or warranty which cannot lawfully be excluded. These terms are intended for business customers and do not apply where you contract with us as a consumer.

17. Limitation of liability

  1. Nothing in the Contract limits or excludes the liability of either party for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability which cannot lawfully be limited or excluded.
  2. Subject to clause 17.1 and to the fullest extent permitted by law, neither party is liable for indirect or consequential loss, loss of profit, loss of revenue, loss of anticipated savings, loss of business or goodwill, or the cost of procuring substitute services. We are not liable for loss of or damage to a vehicle, a load or a Device, howsoever arising.
  3. Subject to clause 17.1, our total aggregate liability under or in connection with the Contract, whether in contract, tort (including negligence) or otherwise, shall not exceed the Fees paid or payable by you in the 12 months immediately preceding the event giving rise to the claim. This cap includes liability under clauses 5, 14 and 18, except to the extent liability cannot lawfully be limited.
  4. Neither party is liable for a failure to perform caused by an event beyond its reasonable control, including a network or carrier failure, a failure of power, an act of government, a natural event, war or civil unrest.
  5. A claim under the Contract must be brought within 12 months after the claimant knew or ought reasonably to have known of the facts giving rise to it, except where a longer period cannot lawfully be excluded.

18. Indemnity

  1. You shall indemnify us against all liabilities, costs and expenses arising from any third-party claim relating to Customer Data, to your use of the Platform, to the manner in which you monitor or record your drivers or other individuals, to the Devices you install and the commands you transmit, or to your breach of clause 4. This includes a claim brought by one of your drivers, by one of your customers, or by a regulator.
  2. Where you are a Partner, clause 18.1 extends to claims brought by the customers you have signed and to representations you have made to them concerning the Platform.
  3. We shall defend you against a third-party claim that your authorised, unmodified use of the Platform infringes a United Kingdom intellectual property right, and shall pay damages finally awarded or agreed in settlement. This does not apply to claims arising from Customer Data, third-party hardware or services, a modification not made by us, combination with anything not supplied by us, or use contrary to the Contract. If such a claim arises or is likely, we may procure the right to continue use, modify or replace the affected Platform, or terminate the affected Service and refund the unused portion of prepaid Fees for it.
  4. A party seeking indemnity shall notify the other promptly, shall permit the other to conduct the defence, and shall not settle the claim without the other's consent.

19. Changes to the Services and to these terms

  1. The Platform is developed continuously. We may add functions, alter the operation of existing functions, and withdraw functions which are no longer maintained. No notice is given in respect of a change which does not materially reduce a function for which you pay.
  2. Where we intend to withdraw or materially reduce a function for which you pay, we shall give at least 30 days' notice before the change takes effect, unless an urgent security, legal or third-party change requires earlier action. If the change materially and adversely affects a paid function and we cannot reasonably restore an equivalent function, you may terminate the affected Service before the change takes effect and receive a refund of unused prepaid Fees for that Service.
  3. We may vary these terms. The current version is published at this address bearing the date upon which it takes effect. We shall give at least 30 days' notice by electronic mail or within the Platform of a material variation. A material variation applies to an existing Order Form only from its next renewal, unless required sooner by law or to address security; it otherwise applies to Orders made after its effective date.
  4. If you do not accept a material variation that applies on renewal, you may give notice not to renew before the renewal date. Continued use does not itself amend an unexpired Order Form.

20. Governing law and disputes

  1. The Contract and any non-contractual obligations arising out of or in connection with it are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction, subject to any mandatory law that applies notwithstanding this choice.
  2. Before commencing formal proceedings, each party shall nominate a senior representative and afford those representatives a reasonable opportunity to resolve the dispute. This clause does not preclude either party from seeking injunctive relief in respect of confidential information or intellectual property.
  3. The United Nations Convention on Contracts for the International Sale of Goods does not apply to the Contract.

21. General

  1. Entire agreement. The Contract constitutes the entire agreement between the parties in respect of its subject matter and supersedes all prior representations and agreements. Marketing material, demonstrations and proposals do not form part of it. Nothing in this clause limits liability for fraudulent misrepresentation.
  2. Subcontracting. We may engage subcontractors and infrastructure providers in the delivery of the Services and remain responsible for their acts and omissions performed on our behalf. Sub-processors handling personal data are addressed in the privacy policy and in the data processing agreement.
  3. Assignment. You shall not assign or otherwise transfer the Contract without our prior written consent. We may assign it to a group company or to a purchaser of the business, and shall notify you upon doing so.
  4. Severance and waiver. Where a provision is held unenforceable, the remainder of the Contract continues in force. A failure or delay in enforcing a provision does not constitute a waiver of it.
  5. Third parties. A person who is not a party to the Contract has no right to enforce any of its terms.
  6. Notices. Formal notices shall be in writing and sent to the addresses and email addresses stated in the Order Form and, in our case, to the details in clause 22, marked for the attention of Legal Notices. An email is deemed received when no delivery-failure message is received, provided that an email sent outside 09:00–17:00 on a Business Day in England is deemed received at 09:00 on the next Business Day. A notice sent by first-class post is deemed received two Business Days after posting. Routine operational communications may be given by electronic mail or within the Platform.
  7. Sanctions and export control. Each party shall comply with the sanctions and export-control laws applicable to it. You shall not permit access to or use of the Services in breach of applicable sanctions or export-control restrictions, including those of the United Kingdom.

22. Notices and contact

  1. Enquiries concerning these terms, the Account or the Platform, including formal legal notices by email: admin@raad-iot.com, marked for the attention of Legal Notices. Data-protection requests should be made as described in the privacy policy.
  2. Address for service: DIGITALSOM LTD (company number 11946318), 413 Coventry Road, Small Heath, Birmingham, B10 0TH, United Kingdom, marked for the attention of Legal Notices.

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