Licence Terms

1.1These Licence Terms (“Terms”) apply to each Order Form between RDrive and the Customer. Each Order Form, together with these Terms, forms a separate agreement (the “Agreement”).

1.2If there is any conflict, the following order of precedence applies: (a) the Order Form, including any special conditions; (b) these Terms, including Schedule 1; and (c) the EULA and any policy referred to in these Terms.

1.3The Agreement applies to the exclusion of any terms in a purchase order, supplier portal, vendor registration or similar document issued by the Customer, even if RDrive acknowledges, accepts or signs it. Purchase orders are for the Customer’s administrative purposes only.

2.1In the Agreement:

• “Administrator” means an Authorised User given administrator rights for the Customer’s account or for a Project.
• “Affiliate” means any entity that controls, is controlled by, or is under common control with a party.
• “Authorised Users” means the Customer’s employees and the subcontractors, consultants, clients and other project participants that the Customer permits to use the Software for a Project.
• “Business Day” means a day other than a weekend or public holiday in the place from which RDrive provides the relevant service, and “Business Hours” means 09:00 to 17:00 on a Business Day.
• “Confidential Information” means information of a commercial, technical or financial nature disclosed by one party to the other in connection with the Agreement that is marked as confidential or would reasonably be understood to be confidential, including the Software, its source code, pricing, and information about either party’s business, customers and strategy.
• “Customer” means the customer named in the Order Form.
• “Customer Data” means all data, documents, drawings, images and other content uploaded to or created in the Software by or for the Customer or its Authorised Users.
• “Data Protection Law” means all laws relating to the processing of personal data that apply to a party in connection with the Agreement.
• “Documentation” means the user guides and help material for the Software made available by RDrive.
• “EULA” means the RDrive end user licence agreement published at rdrive.io/en/eula, as updated from time to time.
• “Fees” means the fees set out in the Order Form, and any fees for additional Services ordered under clause 6.6.
• “Force Majeure Event” has the meaning given in clause 14.1.
• “Intellectual Property Rights” means patents, copyright, database rights, trade marks, design rights, rights in software, know-how, trade secrets and all other intellectual property rights anywhere in the world, whether registered or not.
• “Licence Activation” means the date on which RDrive first makes the Software available to the Customer’s users under an Order Form.
• “Order Form” means an RDrive order form or quotation that refers to these Terms and has been accepted by the Customer, whether by signing it, issuing a purchase order against it, or using the Services it describes.
• “Partner” means a reseller, agent or other partner authorised by RDrive to market, sell, deliver or collect payment for the Services.
• “Products” means the RDrive products licensed in the Order Form, such as RDrive Field, RDrive Analytics and RDrive Data Bridge.
• “Professional Services” means set-up, training, consultancy, digitisation and other services described in the Order Form.
• “Project” means each project listed in the Order Form.
• “RDrive” means the company named as supplier in the Order Form, which provides the Services under the RDrive brand. References to RDrive are to that company only, and not to any brand, trading name or other group company.
• “RPilot Terms” means the RDrive RPilot Terms, which apply to RPilot, other AI features of the Software and RPilot credits, as published by RDrive from time to time.
• “Services” means access to the Software, hosting, support and the Professional Services.
• “Software” means the RDrive software-as-a-service platform, limited to the Products and Solutions licensed in the Order Form, including the web portal, mobile applications, Documentation and all Updates.
• “Solutions” means the RDrive solutions licensed in the Order Form, such as Snagging & De-Snagging, Non-Conformance Reports and Inspection Requests, which run on RDrive Field.
• “Start Date” means the start date stated in the Order Form or, if none is stated, the date of Licence Activation.
• “Term” means the licence period stated in the Order Form.
• “Third-Party System” means any software, platform or service not provided by RDrive, including systems connected to the Software through RDrive Data Bridge.
• “Updates” means patches, fixes, upgrades and new versions of the Software made generally available by RDrive.

2.2Headings do not affect interpretation. The singular includes the plural and vice versa. “Including” and similar words mean “including without limitation”. A reference to a law includes that law as amended or replaced. “Writing” includes email.

3.1RDrive grants the Customer a non-exclusive, non-transferable licence, for the Term, for its Authorised Users to access and use the Products and Solutions licensed in the Order Form for the Projects in accordance with the Agreement and the Documentation.

3.2Unless the Order Form states otherwise, the number of Authorised Users is unlimited.

3.3The Customer is responsible for the acts and omissions of its Authorised Users as if they were its own, and must ensure that each Authorised User complies with the EULA.

3.4The Customer must not, and must not allow any other person to:

1. (a)copy, modify or create derivative works of the Software;
2. (b)reverse engineer, decompile or disassemble the Software, except to the extent permitted by law;
3. (c)sub-license, sell, rent or otherwise make the Software available to anyone other than Authorised Users;
4. (d)use the Software to build a competing product or service;
5. (e)circumvent any security measure or usage limit of the Software; or
6. (f)use the Software unlawfully, or upload any malicious code or content that infringes the rights of others.

3.5RDrive may rely on any instruction, order or account setting given or made by an Administrator, or by any person who appears to be authorised to act for the Customer, as an instruction of the Customer. The Customer is responsible for appointing its Administrators, managing access to its account and resolving any disagreement within its own organisation or with its project participants about the use of the Software.

4.1RDrive will host the Software in the region stated in the Order Form and use commercially reasonable efforts to make it available in line with industry standards. Access may be interrupted for maintenance, Updates or reasons beyond RDrive’s reasonable control, and RDrive does not guarantee that access will be uninterrupted or error-free.

4.2RDrive will apply patches and fixes automatically, outside Business Hours where practicable. RDrive will give reasonable advance notice of upgrades that materially change how users work, so that training can be planned. RDrive may change the Software from time to time, provided that its overall functionality is not materially reduced during the Term.

4.3RDrive is responsible for backing up Customer Data in line with its backup policy, which includes daily full backups held in separate cloud storage.

4.4RDrive will provide support in accordance with Schedule 1.

4.5RDrive may suspend access to the Software, in whole or for particular Authorised Users or Projects, where reasonably necessary: (a) to comply with law; (b) to protect the security or integrity of the Software or other customers; (c) if an Authorised User materially breaches the EULA or clause 3.4; or (d) under clause 6.4. RDrive will give notice where practicable and restore access promptly once the cause is resolved.

4.6Where the Order Form includes RDrive Data Bridge, RDrive will configure the integration described in the Order Form between the Software and the relevant Third-Party Systems. In relation to all Third-Party Systems:

1. (a)the Customer is responsible for obtaining and maintaining its own licences, accounts, API access and permissions for each Third-Party System, and for complying with that system’s terms;
2. (b)the Customer authorises RDrive to access each Third-Party System using the credentials the Customer provides, and to transfer Customer Data between it and the Software as configured;
3. (c)RDrive is not responsible for the availability, security or accuracy of any Third-Party System, or for data once it has been transferred to a Third-Party System;
4. (d)if a Third-Party System provider changes or withdraws its interface, RDrive will use reasonable efforts to adapt the integration. RDrive may charge at its then-current rates for significant rework, or discontinue the affected integration on written notice if it cannot reasonably be maintained; and
5. (e)further integrations may be added under clause 6.6.

4.7RPilot and other AI features of the Software use credits and are subject to the RPilot Terms, which apply in addition to the Agreement. For matters relating to RPilot and credits, the RPilot Terms prevail over these Terms, but special conditions in an Order Form prevail over the RPilot Terms. Credits may be purchased under clause 6.6 or as set out in the RPilot Terms.

4.8RDrive RKive is an application that lets the Customer create its own archives of Customer Data, which may include files, PDFs, drawings and navigation plans with their pins, and searchable field records. Where the Order Form includes RDrive RKive, the Customer may use the full archiving features during the Term. RDrive may also make a free version available at any time, which works as a download tool. In relation to RKive:

1. (a)the Customer creates its archives itself and decides what to include, whether a full or partial archive. The Customer is responsible for creating any archive it needs before its Customer Data is deleted under clause 13.5, and for checking that the archive contains what it needs;
2. (b)an archive reflects the Customer Data as recorded in the Software by the Customer and its Authorised Users. RDrive is not responsible for the accuracy or completeness of that data, for anything left out of an archive, or for whether an archive meets any legal, contractual or regulatory record-keeping requirement;
3. (c)archives and downloaded data are stored on the Customer’s own systems. The Customer is responsible for storing, backing them up and protecting them, for anyone it shares them with, and for complying with Data Protection Law in relation to them. This includes data downloaded by its Authorised Users;
4. (d)RDrive grants the Customer, and anyone it shares an archive with, a non-exclusive, non-transferable, royalty-free licence to use the RKive application to view archives of Customer Data. The application, including any free version, is provided “as is”. RDrive may change or withdraw the free version at any time, and does not guarantee that the application will continue to run on future operating systems or devices;
5. (e)no additional licence Fees are payable to view an archive once created; and
6. (f)any reference by RDrive, including in its marketing, to permanent or long-term access to an archive means that the Customer may keep and view its archives without further licence Fees. It does not mean that RDrive will host archives, or maintain or update the RKive application, indefinitely. The Customer is responsible for keeping a compatible device and operating system, and for converting or migrating its archives if it needs to.

5.1RDrive will provide the Professional Services described in the Order Form with reasonable skill and care.

5.2Dates for Professional Services will be agreed between the parties. Either party may reschedule on at least 5 Business Days’ notice. If the Customer cancels or reschedules on shorter notice, it must pay any costs RDrive has incurred and cannot recover, such as travel and accommodation.

5.3For on-site training, the Customer must provide a suitable room, a projector or large screen and internet access, and must ensure that its relevant personnel attend.

5.4Unless the Order Form states otherwise, the Customer must pay reasonable travel, accommodation and subsistence expenses for on-site Professional Services at cost.

5.5The Customer must provide the information, access and decisions RDrive reasonably needs on time. RDrive is not responsible for any delay caused by the Customer or its Authorised Users.

5.6Professional Services that have not been used at Licence Activation remain available until the end of the Term. Any that remain unused at the end of the Term lapse without refund.

6.1The Customer must pay the Fees in the currency and in accordance with the payment terms set out in the Order Form. If the Order Form does not state payment terms, invoices are payable within 30 days of the invoice date. Payment terms may provide for Fees to be paid in instalments, for example a proportion on signature and the balance on Licence Activation.

6.2Fees exclude VAT, sales tax and other taxes, which the Customer must pay in addition. If the Customer is required by law to withhold any tax from a payment, it must pay such additional amount as ensures that RDrive receives the full amount it would have received without the withholding.

6.3RDrive may charge interest on overdue amounts at 8% per year from the due date until payment is received.

6.4If any amount is more than 30 days overdue, RDrive may suspend the Services on 10 days’ written notice until the overdue amount is paid in full.

6.5RDrive may appoint a Partner to invoice and collect Fees on its behalf. Payment made to that Partner as directed by RDrive discharges the Customer’s obligation to pay RDrive.

6.6The Customer may order additional Services, including extra training, consultancy, additional Products, Solutions or integrations, RPilot credits, or an extension of the Term, at the rates in the Order Form or RDrive’s then-current rates, by email, purchase order or online ordering accepted by RDrive. Each such order forms part of the Agreement and does not require a signed variation.

6.7Licence Fees are for the Products and Solutions in the Order Form as a single, indivisible package. They cannot be apportioned between items, and are not reduced if the Customer does not use any of them. Fees are non-refundable except where the Agreement expressly provides otherwise.

6.8Where Fees are payable in instalments, each instalment is due in full on its due date, even if the Customer stops using the Software or does not need it for the full Term.

7.1The Customer owns the Customer Data. The Customer grants RDrive a non-exclusive licence to host, copy, process and display Customer Data as necessary to provide the Services and to comply with law.

7.2The Customer warrants that it has all rights, consents and permissions needed to upload the Customer Data to the Software and to use it in the Software, including data belonging to its project participants and other third parties.

7.3RDrive may collect and use anonymised and aggregated usage data that does not identify the Customer or any individual, to operate and improve its products and services.

7.4Each party must comply with Data Protection Law. To the extent RDrive processes personal data on behalf of the Customer, RDrive will:

1. (a)process it only on the Customer’s documented instructions, which include the Agreement and the Customer’s use of the Software;
2. (b)ensure that its personnel are bound by confidentiality and apply appropriate technical and organisational security measures;
3. (c)only use sub-processors that are bound by equivalent obligations, and remain responsible for them;
4. (d)notify the Customer without undue delay after becoming aware of a personal data breach;
5. (e)provide reasonable assistance with data subject requests and regulatory enquiries; and
6. (f)delete or return personal data at the end of the Agreement in accordance with clause 13.5.

7.5Where Data Protection Law requires a separate data processing agreement, the parties will enter into RDrive’s standard data processing agreement. Customer Data may be accessed from countries other than the hosting region where needed to provide support, subject to appropriate safeguards.

8.1RDrive and its licensors own all Intellectual Property Rights in the Software, the Documentation and any materials RDrive provides under the Agreement, excluding Customer Data. Nothing in the Agreement transfers any of those rights to the Customer.

8.2RDrive may freely use any feedback or suggestions the Customer or its Authorised Users provide about the Software.

9.1Each party must keep the other party’s Confidential Information confidential and use it only to perform or receive the Services. A party may disclose Confidential Information to its employees, Affiliates, contractors and professional advisers who need to know it and are bound by equivalent obligations, and remains responsible for them.

9.2Clause 9.1 does not apply to information that: (a) is or becomes public other than through a breach of the Agreement; (b) was lawfully known to the recipient before disclosure; (c) is received from a third party without a duty of confidentiality; (d) is independently developed; or (e) must be disclosed by law or by a court or regulator, in which case the recipient will give notice where lawful.

9.3This clause 9 continues for 5 years after the Agreement ends, and indefinitely for trade secrets and source code.

10.1Each party warrants that it has full authority to enter into the Agreement, and that the person who signs or accepts the Order Form on its behalf is authorised to do so.

10.2Except as expressly stated in the Agreement, the Software and Services are provided “as is”, and all other warranties, conditions and terms, whether express or implied by statute, common law or otherwise, are excluded to the fullest extent permitted by law. The Customer is responsible for checking any outputs of the Software and for decisions it makes based on them.

11.1RDrive will defend the Customer against any third-party claim that the Customer’s use of the Software in accordance with the Agreement infringes that third party’s Intellectual Property Rights, and will pay any damages finally awarded or agreed in settlement by RDrive.

11.2Clause 11.1 does not apply to claims arising from: (a) Customer Data; (b) modification of the Software by anyone other than RDrive; (c) use of the Software in combination with software, data or equipment not supplied by RDrive; or (d) use of the Software in breach of the Agreement.

11.3If the Software is, or in RDrive’s opinion is likely to be, subject to a claim under clause 11.1, RDrive may: (a) obtain the right for the Customer to continue using it; (b) modify or replace it so that it is non-infringing; or (c) if neither is reasonably possible within 20 Business Days, terminate the affected Order Form and refund any prepaid Fees for the unexpired part of the Term. Clauses 11.1 and 11.3 are the Customer’s sole remedy for third-party infringement claims.

11.4The Customer will defend RDrive against any third-party claim arising from the Customer Data, or from use of the Software by the Customer or its Authorised Users in breach of the Agreement, and will pay any damages finally awarded or agreed in settlement by the Customer.

11.5A party seeking protection under this clause 11 must: (a) notify the other party promptly of the claim; (b) allow the other party to control its defence and settlement; (c) provide reasonable assistance, at the other party’s cost; and (d) not make any admission about the claim without the other party’s consent.

12.1Nothing in the Agreement limits or excludes either party’s liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be limited or excluded by law.

12.2Subject to clauses 12.1 and 12.4, neither party is liable, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any: (a) loss of profits, revenue, business, goodwill or anticipated savings; (b) loss or corruption of data, except for the cost of restoring Customer Data from RDrive’s latest backup; (c) cost of substitute goods or services; (d) business interruption or wasted management time; or (e) indirect, special or consequential loss, in each case even if advised of its possibility.

12.3Subject to clauses 12.1 and 12.4, each party’s total liability arising under or in connection with an Order Form is limited to the Fees paid under that Order Form in the 12 months before the event giving rise to the claim.

12.4Clauses 12.2 and 12.3 do not limit the Customer’s obligation to pay the Fees, its liability for breach of clause 3.4 or for infringement of RDrive’s Intellectual Property Rights, or its liability under clause 11.4.

12.5The liability of RDrive, its Affiliates, Partners and suppliers is aggregated under the limit in clause 12.3, and the Customer will bring any claim only against RDrive.

12.6Except for claims for unpaid Fees or infringement of Intellectual Property Rights, no claim may be brought more than 18 months after the event giving rise to it.

12.7The parties agree that the limitations and exclusions in this clause 12 are reasonable, having regard to the nature of the Services and the Fees.

13.1Each Order Form starts on its Start Date and continues for its Term, unless terminated earlier under the Agreement. For an Order Form that is not an annual agreement, if the Customer continues to use the Software after the Term, the Agreement continues on the same terms until either party gives at least 30 days’ written notice to end it. Licence Fees for any extension are charged pro rata, based on the licence Fees in the Order Form, and invoiced quarterly in advance.

13.2Where the Order Form is an annual agreement:

1. (a)it renews automatically for successive periods of 12 months (each a “Renewal Term”) unless either party gives written notice of non-renewal at least 90 days before the end of the then-current Term or Renewal Term;
2. (b)licence Fees are based on the Customer’s annual turnover. Before each Renewal Term, the Customer will confirm its latest annual turnover when RDrive asks. If it does not, RDrive may use a reasonable estimate;
3. (c)the Fees for each Renewal Term are the same as for the previous period, unless RDrive gives written notice of revised Fees at least 30 days before the Renewal Term starts. Revised Fees apply from the start of the Renewal Term unless the Customer objects to them in writing before then;
4. (d)if the Customer objects, the Agreement continues at the existing Fees, invoiced monthly in advance, until the parties agree the revised Fees (when a new 12-month Renewal Term starts) or until either party ends the Agreement by giving at least 30 days’ written notice;
5. (e)licence Fees for each Renewal Term are invoiced in advance at the start of that Renewal Term; and
6. (f)each Renewal Term is governed by the latest version of these Terms published by RDrive at least 120 days before that Renewal Term starts, in place of any earlier version.

13.3Either party may terminate an Order Form immediately by written notice if the other party:

1. (a)commits a material breach that cannot be remedied, or that is not remedied within 14 days after receiving written notice describing the breach and requiring it to be remedied; or
2. (b)becomes insolvent, enters liquidation (other than for a solvent reorganisation), has a receiver or administrator appointed, makes an arrangement with its creditors, or suffers any equivalent event in any jurisdiction.

13.4When an Order Form ends for any reason: (a) the licence in clause 3 ends and the Customer must stop using the Software; (b) all unpaid Fees for Services provided become immediately payable; and (c) the parties’ accrued rights and remedies are not affected.

13.5For 30 days after the Order Form ends, the Customer may export its Customer Data using the Software’s export functions, and on request RDrive will provide a copy of the Customer’s database in a standard format at no extra charge. RDrive will then delete the Customer Data from its live systems within a reasonable period, and in any event within 90 days, and on request will confirm this in writing. Copies held in backups are deleted automatically in the normal backup cycle, with no further confirmation, and remain confidential under clause 9 until then. RDrive may keep Customer Data where required by law.

13.6Clauses 2, 6, 7, 8, 9, 11, 12, 13.4 to 13.6, 15 and 16, and any other provision intended to survive, continue after the Order Form ends.

14.1Neither party is liable for any delay or failure to perform its obligations (other than payment) caused by an event beyond its reasonable control (a “Force Majeure Event”), including fire, flood, natural disaster, epidemic, war, terrorism, civil unrest, government action, and failure of power, internet, telecommunications or third-party hosting services. The affected party must notify the other party promptly and use reasonable efforts to reduce the effect of the Force Majeure Event.

14.2If a Force Majeure Event continues for more than 30 days, either party may terminate the affected Order Form by written notice.

15.1Assignment. The Customer may not assign or transfer the Agreement without RDrive’s prior written consent, which will not be unreasonably withheld. RDrive may assign or novate the Agreement to an Affiliate, or to a purchaser of all or part of its business, by giving written notice.

15.2Subcontracting. RDrive may use subcontractors and Partners to perform the Services and remains responsible for their performance.

15.3Variation. The Agreement may be varied only in writing signed by both parties, except that: (a) additional Services may be ordered under clause 6.6; and (b) RDrive may update the EULA, Schedule 1 and its policies, provided that the update does not materially reduce the Services during the Term.

15.4Entire agreement. The Agreement is the entire agreement between the parties about its subject matter and replaces all previous agreements, proposals and understandings. Each party confirms that it has not relied on any statement not set out in the Agreement. Nothing in this clause limits liability for fraud.

15.5Notices. Notices must be in writing and sent by hand, courier or email to the addresses in the Order Form, or to any other address notified in writing. An email notice is received when sent if sent during Business Hours, and otherwise at the start of the next Business Day. A courier notice is received on signed delivery.

15.6Severability. If any provision is found invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the rest of the Agreement will not be affected.

15.7Waiver. A failure or delay in exercising a right is not a waiver of it. A waiver is effective only if given in writing and applies only to the circumstances for which it is given.

15.8Relationship. Nothing in the Agreement creates a partnership, joint venture, agency or employment relationship between the parties.

15.9Third parties. No person other than the parties has any right to enforce the Agreement, except that RDrive’s Affiliates and Partners may rely on clause 12.

15.10Signature and language. An Order Form may be signed electronically and in counterparts. If the Agreement is translated, the English version prevails.

15.11Costs. Each party bears its own costs of negotiating and entering into the Agreement.

15.12Non-solicitation. During the Term and for 12 months after it ends, the Customer must not, without RDrive’s written consent, solicit or employ (directly or through another person) any employee or contractor of RDrive or its Affiliates who was involved in providing the Services. General job advertisements not targeted at RDrive’s personnel are not a breach. If the Customer breaches this clause, it must pay RDrive a sum equal to six months of that person’s salary or fees, which the parties agree is a genuine estimate of RDrive’s recruitment and training costs.

16.1The Agreement, and any dispute or claim arising out of or in connection with it (including non-contractual disputes), is governed by the law stated in the Order Form or, if none is stated, the law of England and Wales.

16.2If a dispute arises, either party may give written notice of it, and senior representatives of both parties will meet within 14 days to try to resolve it in good faith.

16.3If the dispute is not resolved within 30 days of the notice, the parties will refer it to mediation under the mediation rules of the institution stated in the Order Form or, if none is stated, the LCIA Mediation Rules.

16.4If the dispute is not settled within 30 days of the mediator’s appointment, it will be referred to and finally resolved by arbitration under the rules of the institution stated in the Order Form or, if none is stated, the LCIA Arbitration Rules, which are incorporated by reference into this clause. There will be one arbitrator. The seat of arbitration will be as stated in the Order Form or, if none is stated, London. The language of the mediation and arbitration will be English.

16.5Nothing in this clause 16 prevents either party from seeking urgent injunctive or interim relief from any competent court, or prevents RDrive from bringing a claim for unpaid Fees in any small claims tribunal named in the Order Form or in the courts of the Customer’s country.

1.1Support is available during Business Hours through in-app and web chat (preferred), email and telephone, using the contact details in the Order Form or on the RDrive website.

1.2The Customer should report issues promptly, with enough detail for RDrive to reproduce them. RDrive will decide, acting reasonably, whether an issue is caused by a defect in the Software or by one of the exclusions in paragraph 3.

3.1Support does not include issues caused by:

1. (a)improper use of the Software, or use for a purpose for which it was not designed;
2. (b)viruses or other malicious code not introduced by RDrive;
3. (c)modification of the Software by anyone other than RDrive;
4. (d)equipment that does not meet RDrive’s published minimum requirements;
5. (e)failure to apply Updates or follow recommendations provided by RDrive; or
6. (f)Third-Party Systems, including those connected through RDrive Data Bridge, or their interaction with the Software.

3.2RDrive may charge at its then-current rates for work on excluded issues, and for support requests that significantly exceed reasonable and proportionate levels, after first notifying the Customer.

3.3On-site support is not included unless agreed in writing.