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Geo-data Intelligence - Terms of Service

Last updated: Monday 4 November, 2024

1. Introduction

These Conditions govern the Client’s utilization of the Platform (as defined below). By clicking the “I Agree” button and accessing the Platform, the Clients enters into a legally binding agreement with Fugro as set out in these Conditions. If you are acting on behalf of a company or institution, this Agreement and the term “Client” shall automatically extend to your company or institution. By accepting this Agreement, you acknowledge that you have read and understood its terms and conditions, and you agree to be bound by them.

2. Definitions

2.1 “Affiliates” means any legal entity in which a Party, directly or indirectly, holds forty-nine percent(49%) or more of the shares or voting rights or controls or is under common control with that legal entity. “Control” means the direct or indirect possession of the power to direct or cause the direction of the management and policies of an entity, whether through ownership, by contract or otherwise.

2.2 “Agreement” means those employees of the Client who are authorised by the Client to use and access the Platform under the rights granted to the Client pursuant to this Agreement.

2.3 “Authorised Users” means this contract between the Client and Fugro for the performance of the Services which is formed by these Conditions and all appendices hereto.

2.4 “Business Day” means a day (not being a Saturday or Sunday) on which banks are open for general banking business in the country or state (if applicable) where Fugro is domiciled.

2.5 “Client” means the person or entity, and on behalf of its Affiliates who have used the Services, contracting with Fugro for having access to the platform and services provided by Fugro, in exchange for payment of a Fee.

2.6 “Client Content” means all data and materials uploaded by the Client and/or on behalf of the Client on the Platform for use in connection with the Services, including, without limitation, the Client geotechnical reports and data, all to be provided in digital form.

2.7 “Conditions” means the terms of service herein.

2.8 “Confidential Information” means all confidential information (however recorded or preserved) disclosed by Fugro or its Affiliates (as defined below) to the Client and their Affiliates whether on or after the date of this Agreement in connection with the Services, including but not limited to:

  • any information that would be regarded as confidential by a reasonable business person relating to:
    1. the business, assets, affairs, customers, clients, suppliers, or plans, intentions, or market opportunities of the disclosing party (or of any member of the group of companies to which the disclosing party belongs); and
    2. the operations, processes, product information, know-how, designs, trade secrets or software of Fugro;
  • any information developed by Fugro and their Affiliates in the course of carrying out this Agreement and the Parties agree that:
  • details of the Services, and the results of any performance tests of the Services, shall constitute Fugro’s Confidential Information; and
  • the Client Content shall constitute the Client’s Confidential Information.

2.9 “Effective Date” means the date on which the Client ticks the box agreeing to the Terms of Service on the online platform or website.

2.10 “Fee“ means the sum(s) due to Fugro by the Client for the use of the Services, as set out in Clause 6.1.

2.11 “Force Majeure” includes (but not be limited to) events that are reasonably outside of the control of the Party seeking to rely on the Force Majeure, such as any severe weather, earthquake, fire, epidemic, pandemic, acts of terrorism, biological warfare, outbreak of military or civil hostilities, explosions, strikes, sabotage, governmental interference or decree, interruption of service due to telecom carriers, internet service provider issues, power supply issues, or other technology issues.

2.12 “Fugro” means Fugro Survey (Middle East) Limited, and on behalf of its Affiliates who have (directly or indirectly) an interest in the Services.

2.13 “Fugro Indemnitees” means Fugro, its parent and its Affiliated companies, and its and their directors, officers, agents, employees, and their successors, heirs, and representatives.

2.14 “Fugro IP” means, as between Fugro and the Client, the Services, and any and all Intellectual Property, to the extent embodied or included in, incorporated into, related to, or ancillary to the Software, the Services, the Platform (as defined herein below) or otherwise any Intellectual Property (“IP”) owned by Fugro or its Affiliates and provided to the Client or any Authorized User in connection with the foregoing whether currently existing or to be created or further developed in the future. For the avoidance of doubt, Fugro IP includes any information, data, or other content derived from Fugro’s monitoring of the Client’s access to or use of the Services and/or the Platform. For the avoidance of doubt, Fugro IP does not include the Client Content.

2.15 “Geo-Data Intelligence” (“GDI”) means Fugro Geo-Data Intelligence Platform which combines advanced technologies, gathering, analysis, and interpretation of geological and environmental data to provide Clients data-driven insights and actionable intelligent solutions for infrastructure, construction, energy, water and/or environmental resource or management projects.

2.16 “Initial Term” has the meaning set out in Clause 15.1.

2.17 “Intellectual Property” (“IP”) means any patents, patent applications, technical inventions, copyrights, trademarks, trade names, domain names, works of authorship and moral rights, design rights, inventions (whether or not disclosed), topography rights, database rights, rights in respect of unpatented technical information that is not in the public domain, i.e. know-how, trade secrets and software, in each case whether registered or unregistered or capable or not of registration, together with any applications for registration of the same and renewals, extensions and reversions of any of the foregoing, along with all and any rights of a similar or analogous nature anywhere in the world, whether under national or international law.

2.18 “Party” means either party to the Agreement, that is either the Client or Fugro and “Parties” means both parties to the Agreement.

2.19 “Platform” means the cloud-hosted digital service provided by Fugro via the Website, that facilitates interaction between Authorised Users and the services and/or content that is web-based. The content of the digital service is for streamlining the process of managing multiple geotechnical data and visualising new data and utilising engineering tools for insights hosted on the Website.

2.20 “Renewal Term” has the meaning set out in Clause 15.1.

2.21 “Services” means (a) access to the Website notified to the Client by Fugro from time to time, and (b) access to the Platform. Fugro will provide the Client with the necessary website link to access the Platform. However, it is the Client’s sole responsibility to ensure that their IT infrastructure and network environment allow access to the provided Website link. This includes, but is not limited to, configuring any firewalls, security settings, or network permissions that may be necessary to enable uninterrupted access to the platform. Fugro’s responsibility concludes upon providing the Website link, and any challenges arising from the Client’s IT environment that hinder platform accessibility will be the Client’s responsibility to address.

2.22 “Software” means the version of any software which Fugro has developed, including any updates, modifications, or new versions.

2.23 “Term” means the Initial Term and any Renewal Term.

2.24 “Website” means gdi.fugro.com.

2.25 “Virus” means anything or device (including any software, code, file or program) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by re-arranging, altering or erasing the program or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

3. Use of the Services

3.1 During the Term, Fugro will, in consideration of Client’s payment of the Fee pursuant to Clause 6, provide the Services to the Client in accordance with these Conditions. During the Term, Fugro hereby grants to the Client, on and subject to the Conditions of this Agreement, a non-exclusive, non-transferable license to allow Authorised Users to access the Services for the Client’s internal business purposes only. The Client acknowledges and agrees that (i) the Platform and the Services are intended for use by qualified geotechnical engineers and (ii) Client’s use of the Platform and the Services (including any use of the outputs generated by the Platform) is at its own risk and shall be supervised at all time by qualified geotechnical engineers appointed by the Client.

3.2 The Client and Authorised Users may access, use, and store the Client Content in the Platform in accordance with the terms of this Agreement.

3.3 The Client shall not store, distribute, or transmit through the Platform any Virus.

3.4 The rights provided under this Clause are granted to the Client only and shall not be considered granted to any subsidiary or holding company of the Client unless expressly agreed by Fugro.

3.5 Fugro may contract with a third party to provide cloud space. The Client Content and any data generated during the use of the Platform under this Agreement will be stored on a third-party cloud service platform chosen by Fugro. The Client acknowledges and agrees to transfer and store the Client Content and any data generated during the terms of the Agreement on such third-party cloud service platform. Third-party technology that may be appropriate or necessary for use with some Fugro programs or incorporated into the Fugro IP shall be governed by the terms of the applicable third-party technology license agreement entered into between Fugro, the third party, or any of its or their respective subcontractors. The Client’s right to use such third-party technology shall be governed by such technology license agreement, which may be attached to this Agreement. Fugro shall use reasonable endeavours to ensure the third party has a cybersecurity policy in place. The Client agrees that Fugro shall not be responsible for any damage, loss, destruction, alteration, or disclosure of the Client Content whatsoever caused. The Client is advised not to upload any critical information on the Platform and shall take all reasonable measures to back up Client Content.

3.6 The Client may request support Services by emailing gdi.support@fugro.com  (a “Support Request”). The Client shall provide Fugro with:

  • prompt notice of any issues within 10 working days of becoming aware of the same; and
  • such output and other data, documents, access, information, and assistance as are reasonably necessary to enable Fugro to respond to the relevant Support Request. Fugro shall use its reasonable endeavours to address and/or respond to any Support Request.

3.7 Save as otherwise expressly stated in these Conditions, Fugro shall have no liability for any claim arising from or in connection with any (a) modification of the Services not performed or authorised in writing by Fugro, and/or (b) use of the Services and/or the Platform by any Party, including the Client, and for any purpose whatsoever. The Client shall protect, defend, indemnify, and hold harmless the Fugro Indemnitees from and against any and all liability, claims, damages, compensation, lawsuits, actions, and expenses (including attorneys’ fees and costs of court) arising out of, connected with, or related to the Client’s use, misuse, or non-use of any product, whether interim or final, of the Services.

4. Fugro’s Obligations

4.1 Fugro will perform the Services with reasonable skill and care.

4.2 The Client acknowledges and agrees that this Agreement is a services agreement and Fugro will not be delivering to the Client, and the Client shall have no right to and shall not receive, copies of the Software as part of the Services.

4.3 The rights provided under this Clause 4 are granted to the Client only, and shall not be considered granted to any Affiliate, subsidiary or holding company of the Client or any of the Client’s contractors.

4.4 Fugro shall not be responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Client acknowledges that the Services may be subject to limitations, delays, and other problems inherent in the use of such communications facilities.

5. Client’s Obligations

5.1 The Client shall:

  • use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify Fugro;
  • provide Fugro with all relevant details of Authorised Users, as required by Fugro, in order to enable Fugro to create Authorised User accounts (1 account per Authorised User). The number of devices from which each Authorised User will be able to log-in in order to access the Services shall be limited to 1 device per time per Authorised User account. The Client shall maintain an accurate record of all Authorised Users, and shall provide such record to Fugro as reasonably requested from time to time;
  • without affecting its other obligations under this Agreement, comply with all applicable laws and regulations with respect to its activities under this Agreement;
  • be responsible and liable for all uses of the Services and the Platform resulting from access provided by the Client, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement, and be responsible for any Authorised User’s breach of this Agreement;
  • make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Services and shall cause Authorized Users to comply with such provisions;
  • ensure that the Authorised Users use the Services and the Platform in accordance with the Conditions of this Agreement and keep confidential a secure password for their use of and access to the Platform;
  • notify Fugro immediately of any unauthorised use of any password or user identification (ID) or any other known or suspected breach of security; and
  • be, to the extent permitted by law and except as otherwise expressly provided in this Agreement, solely responsible for procuring, maintaining, and securing its network connections and telecommunications links from its systems to Fugro’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Client’s network connections or telecommunications links or caused by the internet.

6. Fees and Payment

6.1 The rates payable for the Services are set out on the landing page (gdi.fugro.com) under ‘Pricing’. The Fees are payable annually in advance. All quoted Fees are exclusive of any applicable taxes, levies or duties imposed by tax authorities, and the Client shall be responsible for payment of all such taxes, levies or duties.

The Client shall provide Fugro with valid, up-to-date, and complete credit card details or approved purchase order information acceptable to Fugro and any other relevant valid, up-to-date and complete contact and billing details.

If Fugro has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of Fugro, Fugro may without liability to the Client, disable Client’s password, account and access to all or part of the Service and Fugro shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid.

6.2 The Fee payable for the Services may be subject to change from time to time. Fugro will notify the Client of any price changes at least [30 days] prior to the expiry of the Initial Term or then-current Renewal Term. The new Fee will take effect from the start of the next Renewal Term or as otherwise specified in the notification from Fugro. If the Client does not agree with the new Fee, they may elect not to renew or otherwise to terminate the Agreement in accordance with Clauses 15 (Term) and 16 (Suspension and Termination) of this Agreement.

6.3 If the Client does not terminate the Agreement after notification from Fugro, the new pricing will be deemed accepted and will automatically apply from the relevant date.

7. Client Content

7.1 The Client and any Authorised User may upload the Client Content on the Platform. The Client Content to be uploaded may be in any of the following forms: PDF, CSV, AGS, or Microsoft Excel. Any data provided in a form different from the one stipulated above will not be supported.

7.2 The Client understands and agrees that Fugro will not be responsible for any errors, omissions or inaccuracies in any Client Content or information uploaded by the Client and the Authorised Users onto the Platform.

7.3 The Client shall own all rights, title and interest in and to all Client Content and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Client Content.

7.4 The Client is solely responsible for collecting, inputting, updating and validating all the Client Content stored on the Platform and for ensuring that the Client Content does not:

  • include anything that actually or potentially infringes or misappropriates the patents, copyrights, trade secrets, trademark or other Intellectual Property right of any third-party;
  • contain anything that is obscene, defamatory, harassing, offensive, malicious, unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; or promotes unlawful violence, discrimination-based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activities; or
  • contain malware of any form such as but not limited to viruses, any code or other item that may facilitate unexpected or unapproved access, lack of access, or outages to, or other interruption of or disruption to the Platform machinery, equipment, other software or other programs, or their components, or data on same, including, but not limited to Viruses.

7.5 Fugro reserves the right, without liability or prejudice to its other rights to the Client, to disable the Client’s access to any material that breaches the provisions of this Clause.

7.6 Fugro shall have no liability for any claim based on the Client Content. If a third party makes a claim against Fugro that the Client Content, or any use of the Client Content in accordance with this Agreement, infringes any patent, copyright or trademark, or misappropriates any Intellectual Property rights including but not limited to trade secrets, or if the disclosure of any of the Client Content by the Client violates any law, the Client shall protect, defend, indemnify, and hold harmless the Fugro Indemnitees against such claim at the Client’s expense and the Client shall pay all losses, damages, and expenses (including reasonable attorneys’ fees) awarded against such parties or agreed to in a written settlement agreement signed by the Client, to the extent arising from the claim.

8. Client Restrictions

8.1 The Client shall not use the Platform for any purposes beyond the scope of the access granted in this Agreement. The Client shall not at any time, directly or indirectly, permit any Authorized Users or any other person to:

  • copy or republish the Services, Platform or Software;
  • make the Services available to any person other than the Authorized Users;
  • use or access the Services to provide service bureau, time-sharing or other computer hosting services to third parties;
  • modify or create derivative works based upon the Services;
  • remove, modify or obscure any copyright, trademark or other proprietary notices contained in the Software used to provide the Services;
  • reverse engineer, decompile, disassemble, decode, adapt or otherwise attempt to derive or gain access to any component of the Service, including without limitation the source code of the Software used to provide the Services;
  • access the Services or use the Software in order to build a similar product or competitive product.

8.2 The Client shall not:

  • except as may be allowed by any applicable law which is incapable of exclusion by agreement between the Parties and except to the extent expressly permitted under this Agreement:
    1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means; or
    2. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software;
  • access all or any part of the Services in order to build a product or service which competes with the Services;
  • use the Services to provide services to third parties;
  • license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Authorised Users;
  • attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under this Agreement;
  • introduce or permit the introduction of any Virus into Fugro’s network and information systems.

8.3 Fugro reserves the right, without liability or prejudice to its other rights to the Client, to disable the Client’s and the Authorised Users’ access to any material that breaches the provisions of this Clause.

9. Taxes

9.1 Fugro shall have no liability to pay any income or other taxes to which the Client becomes liable anywhere in the world and the Client shall indemnify Fugro in full on demand against any claim for payment of any such tax.

10. Warranty

10.1 Save as otherwise stated in this Agreement, Fugro shall use commercially reasonable endeavours to make the Services available to the Client except for:

  • planned maintenance carried out during the maintenance window; and
  • unscheduled maintenance performed outside normal Business Hours, provided that Fugro has used reasonable endeavours to give the Client at least [6] normal Business Days’ notice in advance.

10.2 Fugro does not warrant:

  • The uptime or availability of the Services;
  • That the Client’s use of the Services and/or the Platform will be uninterrupted or error-free;
  • That the information obtained by the Client through the Services will meet the Client’s requirements;
  • That the Platform, Software and/or Services will be free from Viruses;
  • That the Platform, Software and/or Services will comply with any heightened cybersecurity requirements;
  • That the Services are complete and accurate. While the Services aim to be complete and accurate, the information and insights provided through the Platform are to be conducted by geotechnical engineers supervised by qualified senior engineers. Users should be aware that their interpretations and decisions may significantly influence the results and it is their responsibility to understand the limitations of the processes, correlations, and analytical methods involved in geotechnical engineering. Therefore, Fugro makes no warranty that such information and insights shall be suitable for any purpose intended by the Client, including any use thereof by the Client for its projects. Fugro does not accept any legal liability or responsibility for:
    1. the completeness or the accuracy of such information or insights derived from the Services; and/or
    2. any loss or damage suffered by the Client arising directly or indirectly in connection with reliance on or use of such Services, information or insights.

10.3 All conditions and warranties, express or implied, whether arising under statute or law, including, but not limited to, conditions and warranties as to merchantability, satisfactory quality and fitness for purpose, are hereby excluded to the fullest extent possible.

10.4 The Client acknowledges that Fugro does not control the transfer of data over communications facilities, including the Internet, and that the Services may be subject to limitations, delays, and other problems inherent in the use of such communications facilities, including without limitation power surges, outages, or other unavailability of power or disruption in transmission or corruption in the data being transferred.

10.5 To the furthest extent permitted by law, the Client shall indemnify, defend and hold harmless Fugro Indemnitees from any and all costs and expenses related to claims and causes of action to the extent such claims and causes arising from the Client’s use of the Platform and/or Services provided under this paragraph.

11. Intellectual Property

11.1 As between Fugro and the Client, the Client owns all rights, title, and interest, including all Intellectual Property rights, in and to the Client Content except as expressly provided for in this Agreement. The Client hereby grants to Fugro a non-exclusive, transferable, royalty-free, worldwide license to copy, store, configure, perform, transmit, reproduce, distribute, and otherwise use the Client Content and perform all acts with respect to the Client Content as may be necessary for Fugro to provide the Services to the Client.

11.2 As between the Client and Fugro, Fugro owns all rights, titles, and interests, including all Intellectual Property rights, in and to the Fugro IP and, with respect to any third-party products, the applicable third-party providers own all right, title, and interest, including all Intellectual Property rights, in and to the third-party products, including without limitation all software, source code, executable code, files, programs, or algorithms, whether currently existing or to be created or further developed in the future. Fugro reserves all rights not expressly granted to the Client in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to the Client or any third-party any Intellectual Property rights or other right, title, or interest in or to the Fugro IP.

11.3 Subject to the limited licenses granted herein, as between Fugro and the Client, Fugro shall own all rights, titles and interests (including the right to use, copy or modify) in and to the Software and the Services provided under this Agreement, including all modifications, improvements, upgrades, derivative works and feedback related thereto and intellectual Property rights therein and all other Fugro IP of whatever nature, and this Agreement does not grant the Client any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of such Software and Services provided under this Agreement, including all modifications, improvements, upgrades, derivative works and feedback related thereto and Intellectual Property rights therein and all other Fugro IP of whatever nature. The Client agrees to and does assign all right, title and interest it may have in the foregoing to Fugro or its or their subcontractors, assignees, or licensors, as the case may be.

11.4 The Client might provide feedback on their experience using the Platform, including performance data and usability assessment. Where the Client or any of its employees or contractors sends or transmits any communications or materials to Fugro by any means or method whatsoever, including without limitation in person, mail, courier, email, text, telephone, whether orally or otherwise, suggesting or recommending changes to the Platform, the Website or any operation of the Services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), Fugro is free to use such Feedback without regard to any other obligation or limitation between the Parties governing such Feedback. The Client hereby assigns to Fugro on the Client’s behalf, and on behalf of its employees, contractors and/or agents, all rights, titles, and interests in, and if such is unobtainable or prohibited by law then a royalty-free, worldwide, irrevocable, perpetual license, and Fugro is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other Intellectual Property rights contained in the Feedback, for any purpose whatsoever, and without notice or obligation or liability to the Client. In any event, Fugro shall not be required to use any Feedback.

11.5 Fugro makes no representation or warranty that the use of any software, Information or Intellectual Property rights and/or the Services in connection with Geo-Data Intelligence will not result in infringement of third-party Intellectual Property rights. Fugro does not accept any liability or responsibility whatsoever for infringement of such rights. Fugro shall not be responsible for the use and/or further commercial exploitation of Geo-Data Intelligence and/or any related software.

12. Confidentiality

12.1 From time to time during the Term, either Party may disclose or make available to the other Party Confidential Information. Without limiting the foregoing, for purposes of this Agreement, Software, source code, executable code, files, programs, and algorithms underlying or related to the Services will be deemed Confidential Information of Fugro and the Client Content will be deemed Confidential Information of the Client. The foregoing notwithstanding, Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third-party; or (d) independently developed by the receiving Party. The receiving Party shall use the same degree of care that it uses to protect its own Confidential Information, but in any event not less than reasonable care, to prevent the disclosure of, and to protect, the Confidential Information of the disclosing Party. Neither Party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.

12.2 The receiving Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s employees who have a need to know the Confidential Information for the receiving Party to perform its obligations or to exercise its rights under this Agreement. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (a) in order to comply with any law, regulation, or pursuant to any court or other governmental body proceeding, provided that the Party making the disclosure pursuant to the foregoing shall first have given written notice to the other Party; (b) to establish a Party’s rights under this Agreement, including to make required court filings; or (c) as necessary to those with a need to know and under a duty of confidentiality such as accountants, lawyers, bankers and investors.

12.3 Upon the expiration or termination of this Agreement, Fugro may destroy all the Client Content and Confidential Information. Notwithstanding the foregoing to the extent that the receiving Party’s computer or other electronic or digital back-up procedures create copies of the Confidential Information, Fugro may retain such copies in its archival or back-up storage for the period Fugro normally archives such backed-up records, and these copies are subject to these provisions until they are permanently destroyed, written over, or erased.

12.4 Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date of termination or expiration of this Agreement; provided, however, with respect to any Confidential Information that constitutes Software, source code, executable code, files, or programs, or algorithms, or a trade secret (as determined under applicable law), such obligations of non-disclosure shall survive the termination or expiration of this Agreement perpetually in the case of Software, source code, executable code, files, or programs, or algorithms, and for as long as a trade secret remains subject to trade secret protection under applicable law.

13. Publicity

13.1 Notwithstanding the above Clause 11, the Client hereby acknowledges and agrees that Fugro may include the Client’s name, logo and Feedback in its promotional materials, client lists, and website. Upon execution of this Agreement, Fugro may issue a high-level press release announcing the relationship and the manner in which the Client will use the Fugro solution. Fugro shall coordinate its efforts with appropriate communications personnel in the Client’s organization to secure approval of the press release if necessary

14. Data And Security

14.1 The Client hereby acknowledges and agrees that Fugro’s performance of this Agreement may require Fugro to process, transmit, and/or store the Client Personal Data or the Personal Data of the Client or its Affiliate’s employees (collectively, “the Client Personal Data”). As used herein, “Personal Data” means any information relating to an identified or identifiable individual. By transmitting Personal Data to Fugro, the Client agrees that Fugro and its Affiliates may process, transmit, and/or store Personal Data, but only to the extent necessary for, and for the sole purpose of, enabling Fugro to perform its obligations under this Agreement. In relation to all Personal Data provided by or through the Client to Fugro, the Client shall be responsible as the sole data controller for complying with all applicable data protection or similar laws that regulate the processing of Personal Data, such as UAE’s Federal Decree-Law No. 45/2021 on the Protection of Personal Data (“PDPL”) that regulates the processing of Personal Data and Sensitive Personal Data as such terms are defined in the PDPL. The Client shall obtain all necessary consents and make all necessary disclosures before including Personal Data in the Client Content and using the Services. The Client confirms that the Client is, and shall be, solely responsible for any Personal Data that may be contained in the Client Content, including any information which Fugro shares with third parties on the Client’s behalf. The Client is, and shall be, solely responsible for determining the purposes and means of processing Client Personal Data by Fugro under this Agreement, including that such processing according to the Client’s instructions will not place Fugro in breach of applicable data protection laws. Prior to processing, the Client will inform Fugro about any Sensitive Personal Data contained within the Client Personal Data and any restrictions or special requirements in the processing of such Sensitive Personal Data, including any cross-border transfer restrictions. The Client shall be responsible for ensuring that the Services meet such restrictions or special requirements. The Client shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all the Client provided Personal Data, and, as between Fugro and the Client, the Client shall retain ownership of all of the Client Personal Data.

14.2 The foregoing notwithstanding, in performing the Services, Fugro will comply with the Fugro Privacy Policy, which is available at https://www.fugro.com/privacy-notice  and incorporated herein by reference. The Fugro Privacy Policy is subject to change at Fugro’s discretion; however, Fugro policy changes will not result in a material reduction in the level of protection provided for the Client Personal Data during the period for which a fee for the Services has been paid by the Client. If the Client transmits or otherwise provides the Client Personal Data to Fugro, Fugro will only process such Client Personal Data in a manner that is reasonably necessary to provide Services and only for that purpose. The Client agrees to provide any notices and obtain any consents related to Fugro’s use of any Client Personal Data for providing the Services, including those related to the collection, use, processing, transfer, and disclosure of personal information.

15. Term

15.1 This Agreement shall begin on the Effective Date and continue for a duration of 12 months (the "Initial Term"), unless earlier terminated by either Party as outlined in Clause 16. The Client may request to renew the Agreement for the same duration (a "Renewal Term") at any time prior to the scheduled expiry of the Initial Term or then-current Renewal Term. Where the Client has opted to subscribe for the Services with a valid recurring payment method, the Agreement will automatically renew unless the Client elects to terminate the Agreement by written notice to Fugro at any time prior to the scheduled expiry of the Initial Term or then-current Renewal Term or otherwise unsubscribes from the Services. If the Client elects not to renew the Agreement or the Agreement otherwise expires or terminates (including for payment failure), the Client shall lose access to the Platform.

16. Suspension And Termination

16.1 Either Party may at any time terminate this Agreement without cause upon serving a written notice to the other Party. In any such circumstances, the Client shall lose access to the Platform and the Fee (or any part thereof) paid is non-refundable.

16.2 Either Party may at any time terminate the Agreement with immediate effect if the other Party is in breach of any applicable laws or regulations.

16.3 Fugro may immediately suspend the Client’s and/or any Authorized User’s access to the Platform and the Services. Fugro may also, at its sole option, immediately terminate this Agreement without any penalty whatsoever and with notice to the Client delivered solely by email or facsimile, if:

  • Fugro reasonably concludes that:
    1. There is a threat or attack on any of the Fugro IP;
    2. The Client’s or any Authorized User’s, or other user’s use of the Fugro IP disrupts or poses a security risk to the Fugro IP or to any other customer or vendor of Fugro;
    3. The Client, or any Authorized User, is using the Fugro IP for fraudulent or illegal activities;
    4. Any Authorized User, or any other user has allowed any person other than such user to access the Services through use of such user’s sign-on or other login and/or password;
    5. Subject to applicable law, the Client has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or
    6. Fugro’s provision of the Services to the Client or any Authorized User is prohibited by applicable law;
  • Any vendor of Fugro has suspended or terminated Fugro’s access to or use of any third-party services or products required to enable the Client to access the Services.

16.4 Fugro shall not be liable to the Client or to any third-party claiming by or through the Client, including without limitation any Authorized Users, for any liabilities, claims, or expenses arising from or relating to any suspension and/or termination of the Services in accordance with this Clause 16.

17. Limitations Of Liability

17.1 Fugro accepts no liability whatsoever with respect to any claim or claims arising from the use by the Client of the Platform and/or the Services.

17.2 To the fullest extent permitted by applicable law:

  • The Client assumes sole responsibility for results obtained from the use of the Platform and/or the Services by the Client, and for conclusions drawn from such use. Fugro shall have no liability for any damage caused by errors or omissions in any information, data, instructions or scripts provided to the Client in connection with the Services or any actions taken by Fugro at the Client’s direction;
  • All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or law are, to the fullest extent permitted by applicable law, excluded from this Agreement.

17.3 Neither Party shall be liable to the other, whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, or otherwise for any:

  • loss of profits and/or anticipated profit, loss of business, depletion of goodwill, loss or corruption of data, loss of use, loss of productivity, loss of contract, loss of revenue and/or other analogous losses, whether direct or indirect, and/or
  • special, indirect or consequential loss, costs, damages, charges or expenses,

howsoever arising under this Agreement.

18. Severability

18.1 If any term of this Agreement is held to be invalid or unenforceable, that term shall be reformed to achieve as nearly as possible the same effect as the original term, and the remainder of this Agreement shall remain in full force and effect.

19. Entire Agreement

19.1 This Agreement contains the entire agreement of the Parties and supersedes all previous oral and written communications by the Parties, concerning the subject matter of this Agreement.

20. Survival

20.1 The Parties agree that those provisions that by their nature are intended to survive the expiration or termination of this Agreement shall survive the expiration or termination of this Agreement notwithstanding the cause of termination of this Agreement.

21. Compliance with Laws

21.1 The Parties shall comply with all applicable local, state, national, and foreign laws, including but not limited to any applicable anti-bribery laws, anti-corruption laws, sanctions, export laws and regulations, and data privacy laws.

21.2 The Parties agree that Fugro shall not have any obligation or any liability to undertake any work or provide any Services under this Agreement which may, at any time, put either Party in breach of any UN, EU, UK, or US embargoes, sanctions, or export control regulations, any other local law restriction or requirement in a jurisdiction in which the parties undertake work or provide services, or any of Fugro’s business, ethics, or compliance policies from time to time (together “Business Limitations”). If Fugro, in its sole discretion, determines that it is unable to commence work or any part of it or provide Services on account of any Business Limitation (including actual or potential harm caused to its goodwill or reputation by such Business Limitations), Fugro may suspend Services immediately and without any liability to the Client.

22. Updates to Conditions

22.1 Fugro reserves the right to update the Conditions of this Agreement from time to time. Any such updates will be communicated via notice to the Client at least 30 days in advance of the date on which they take effect.

22.2 The notice will include a summary of the changes, the reasons for the updates, and the date on which they take effect.

22.3 If the Client does not agree with the updated Conditions under this Agreement, it may terminate the Agreement in accordance with Clause 16 (Suspension and Termination) of this Agreement.

22.4 If the Client does not terminate the Agreement within this period or if the Client continues to use the Services after this period, the updated Conditions will be deemed accepted and will automatically apply from the date specified in the notice.

23. Force Majeure

23.1 Neither Party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from Force Majeure.

24. Assignment

24.1 Neither Party may assign this Agreement or any right under this Agreement, without the consent of the other Party, which consent shall not be unreasonably withheld or delayed.

25. Notices

25.1 Except as otherwise permitted in this Agreement, notices under this Agreement shall be in writing and shall be deemed to have been given (a) when transmitted if sent by email, or (b) when delivered if delivered personally or sent by a nationally or internationally (as the case may be) recognized courier service. All notices shall be sent to the other Party at the address set forth on the first page of this Agreement, or as otherwise provided in writing in advance to the other Party.

26. Governing Law

26.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the laws of the United Arab Emirates.

27. Jurisdiction

27.1 All disputes, claims, controversies, and disagreements arising in connection with the Agreement shall be settled in the Courts of the United Arab Emirates.