Terms of Service

1. Definitions

• "Agreement" means these Terms together with any Order Form, Service Schedule, and the Data Processing Agreement.
• "Customer Data" means all data, content or information submitted to the Services by or on behalf of Customer.
• "Documentation" means Devolar's technical and user documentation made available at devolar.net.
• "Order Form" means any signed order, purchase order or online subscription form specifying the Services.
• "Services" means Devolar's IoT platform, VoIP platform, ALPR module, CCTV module, and any related software, APIs or support services.
• "Subscription Term" means the period during which Customer is subscribed to the Services as specified in an Order Form.
• "User" means an individual authorised by Customer to access and use the Services.

2. Acceptance of Terms

By accessing or using the Services, or by executing an Order Form that references these Terms, you agree to be bound by this Agreement. If you are entering into this Agreement on behalf of an organisation, you represent and warrant that you have authority to bind that organisation. If you do not agree with any provision, you must not use the Services.

We may update these Terms from time to time. Where changes are material, we will provide at least 30 days' notice by email or via the platform. Continued use of the Services after the effective date of any update constitutes acceptance of the revised Terms.

3. Services

3.1 Provision

Subject to payment of fees and compliance with this Agreement, Devolar grants Customer a non-exclusive, non-transferable right to access and use the Services during the Subscription Term, solely for Customer's internal business operations.

3.2 Modifications

We may modify, update or discontinue features of the Services with reasonable notice. We will not materially reduce core functionality during an active Subscription Term without offering a proportionate fee reduction or early termination right.

3.3 Beta Features

We may make beta or preview features available. Beta features are provided "as-is" without warranties and are not subject to the SLA in Section 10.

3.4 Support

Devolar provides technical support during the Subscription Term as specified in the applicable Order Form or Service Schedule. Standard support is provided via email to support@devolar.net with a target first-response time of 1 business day.

4. Account Registration

Customer must register for an account to access the Services. You agree to:

• Provide accurate, current and complete registration information
• Maintain the security of account credentials and not share passwords
• Promptly notify us of any suspected unauthorised access to your account
• Be responsible for all activity that occurs under your account
• Ensure Users comply with these Terms

Accounts must be used only by the individual they are assigned to. Sharing accounts or credentials is not permitted.

5. Acceptable Use

You may use the Services only for lawful purposes and in accordance with this Agreement. You must not:

• Use the Services in violation of any applicable law or regulation, including GDPR and national data protection laws
• Deploy ALPR or CCTV modules in a manner that violates individuals' privacy rights or applicable surveillance laws
• Transmit malicious code, viruses or interfere with the integrity of the Services or related infrastructure
• Attempt to gain unauthorised access to any system, account or network
• Use the Services to send unsolicited communications (spam)
• Reverse engineer, decompile or disassemble any part of the Services except as permitted by law
• Resell or sublicense the Services without written authorisation
• Remove or obscure any proprietary notices
• Use the Services in a way that exceeds fair use or imposes unreasonable load on infrastructure

Devolar reserves the right to investigate violations and, where necessary, suspend or terminate access without notice.

6. Fees & Payment

6.1 Fees

Fees are as set out in the applicable Order Form. Fees are stated exclusive of VAT or other applicable taxes, which will be added at the prevailing rate.

6.2 Payment terms

Unless otherwise specified, invoices are due within 30 days of the invoice date. Overdue amounts bear interest at 1.5% per month or the maximum rate permitted by law, whichever is lower.

6.3 Fee changes

We may adjust fees at the start of each renewal term with at least 60 days' written notice. If you do not accept the new fees, you may terminate at the end of the current Subscription Term.

6.4 Refunds

Fees are non-refundable except as expressly set out in these Terms or required by applicable law. If we terminate the Agreement without cause, we will refund a pro-rata portion of any prepaid fees for the unused portion of the Subscription Term.

7. Intellectual Property

7.1 Devolar IP

Devolar and its licensors retain all intellectual property rights in the Services, Documentation, and underlying technology. These Terms do not transfer any ownership rights to Customer.

7.2 Customer IP

Customer retains all intellectual property rights in Customer Data. Customer grants Devolar a limited, non-exclusive licence to use Customer Data solely to provide and improve the Services.

7.3 Feedback

If you submit feedback or suggestions about the Services, you grant Devolar a worldwide, royalty-free, irrevocable licence to use that feedback without restriction or obligation to you.

8. Customer Data

Customer is responsible for: (a) the accuracy, quality and legality of Customer Data; (b) ensuring appropriate legal basis for any personal data processed through the Services; (c) compliance with applicable data protection laws including GDPR; and (d) deploying appropriate end-user notices where required (e.g., CCTV signage, ALPR notices).

Where Devolar processes personal data on behalf of Customer, the parties' Data Processing Agreement (see DPA) governs such processing and forms part of this Agreement.

9. Confidentiality

Each party agrees to keep confidential all non-public information of the other party that is marked as confidential or reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure ("Confidential Information"). Each party agrees to:

• Use Confidential Information only to exercise rights and perform obligations under this Agreement
• Protect Confidential Information with at least the same care it uses for its own confidential information (and no less than reasonable care)
• Disclose Confidential Information only to employees, contractors and agents who need it and are bound by confidentiality obligations at least as protective as these Terms

Confidentiality obligations do not apply to information that: (a) is or becomes publicly known without breach; (b) was already known before disclosure; (c) is independently developed; or (d) must be disclosed by law or court order (with prompt notice to the disclosing party where permitted).

10. Service Level Agreement & Uptime

If monthly uptime falls below the target, Customer may request a service credit as follows:

Service credits are the sole and exclusive remedy for uptime failures. Credits must be requested within 30 days of the incident and will be applied to the next invoice. Credits do not apply to outages caused by Customer actions, third-party services outside Devolar's control, or force majeure events.

11. Limitation of Liability

11.1 Exclusion of indirect loss. To the maximum extent permitted by applicable law, neither party shall be liable for any indirect, incidental, special, consequential or punitive damages, or for loss of profits, revenue, data, business or goodwill, even if advised of the possibility of such damages.

11.2 Cap on liability. Each party's total aggregate liability under or in connection with this Agreement shall not exceed the total fees paid or payable by Customer in the 12 months preceding the claim.

11.3 Exceptions. The limitations in this Section do not apply to: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) a party's gross negligence or wilful misconduct; (d) Customer's payment obligations; or (e) either party's indemnification obligations.

11.4 Warranties. The Services are provided on an "as-is" and "as-available" basis. Devolar makes no warranties beyond those expressly stated in these Terms. We disclaim all implied warranties, including merchantability, fitness for a particular purpose and non-infringement, to the fullest extent permitted by law.

12. Indemnification

By Devolar: Devolar will defend Customer against any third-party claim that the Services, as provided, infringe any EU patent, copyright, trademark or trade secret, and will indemnify Customer for damages finally awarded or settlement amounts approved by Devolar. This obligation does not apply if the alleged infringement arises from Customer's modifications, combination with third-party products, or use outside the permitted scope.

By Customer: Customer will defend and indemnify Devolar against any third-party claim arising from: (a) Customer Data; (b) Customer's violation of applicable law (including data protection law); (c) Customer's breach of these Terms; or (d) Customer's deployment of ALPR or CCTV systems.

The indemnifying party must be given prompt notice of any claim, sole control of the defence and settlement, and reasonable cooperation from the indemnified party.

13. Term & Termination

Term: This Agreement commences on the Effective Date and continues for the Subscription Term specified in the Order Form, automatically renewing for successive equal periods unless either party gives written notice of non-renewal at least 60 days before the end of the then-current term.

Termination for cause: Either party may terminate immediately upon written notice if the other party: (a) materially breaches this Agreement and fails to cure within 30 days of notice; or (b) becomes insolvent, ceases business, or is subject to insolvency proceedings.

Effect of termination: Upon termination or expiry: (a) all licences granted hereunder cease; (b) Customer must cease using the Services; (c) each party must return or destroy the other's Confidential Information on request; (d) Customer may request export of Customer Data within 30 days, after which Devolar will securely delete it; (e) accrued payment obligations survive.

Sections 6 (Fees), 7 (IP), 9 (Confidentiality), 11 (Liability), 12 (Indemnification), 14 (Governing Law) and 15 (General) survive termination.

14. Governing Law & Disputes

This Agreement is governed by and construed in accordance with applicable law, without regard to conflict of law principles.

The parties will attempt to resolve any dispute informally through good-faith negotiation for at least 30 days before initiating formal proceedings. Any dispute that cannot be resolved informally shall be subject to the exclusive jurisdiction of the courts of competent jurisdiction.

Nothing in this clause prevents either party from seeking urgent injunctive or other equitable relief to protect its intellectual property or confidential information.

15. General

• Entire Agreement: This Agreement (including Order Forms, the DPA, and any Service Schedules) constitutes the entire agreement between the parties and supersedes all prior negotiations, representations and agreements.
• Amendments: No amendment is effective unless in writing and signed by both parties, except for updates to these Terms as described in Section 2.
• Waiver: Failure to enforce any provision does not constitute a waiver of that right.
• Severability: If any provision is found invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable; all other provisions remain in full force.
• Assignment: Customer may not assign this Agreement without Devolar's prior written consent. Devolar may assign this Agreement in connection with a merger, acquisition or sale of all or substantially all of its assets.
• Force Majeure: Neither party is liable for failure to perform due to causes beyond its reasonable control including acts of God, war, terrorism, pandemic, or government action, provided the affected party notifies the other promptly.
• Notices: Notices must be in writing sent to legal@devolar.net or by registered post to the address on the Order Form. Notices are effective upon receipt.
• Relationship: The parties are independent contractors. Nothing creates a partnership, joint venture, agency or employment relationship.
• Language: This Agreement is in English. In the event of any conflict between an English version and a translated version, the English version prevails.