Terms & Conditions

CIRCUITLINK INTELLIGO SUBSCRIPTION AGREEMENT (‘AGREEMENT’)

This agreement is between CIRCUITLINK PTY LTD of Unit 4, 87-89 Station Road, SEVEN HILLS NSW 2147 Australia (ACN: 057 670 505) (Service Provider) and you (Customer).

Recitals:        

1. The Customer has agreed to engage the Service Provider to provide the services for the period and on the terms and conditions set out in this Agreement.
2. The Service Provider and the Customer agreed that the subscriptions to the services are to be used only in conjunction with the Service Provider’s Event Data Recorders (EDR) or products from approved third-party manufacturers supplied by the Service Provider, which are sold separately from the services.
3. The Service Provider and the Customer agreed that each subscription to the services can be used on one single EDR or product from approved third-party manufacturers supplied by the Service Provider (Devices) only and cannot be used on multiple Devices simultaneously.
4. This Agreement applies to all subscriptions to the services by the Customer. New Agreements are not required to be entered into for future subscriptions to the services. 
5. The Service Provider has represented that it possesses the necessary expertise, infrastructure, and capabilities to deliver and is qualified for the supply of such services.

1. Terms and Conditions Definitions and Interpretation

1. Definitions

In this Agreement, the following words and phrases have the following meanings (unless the context otherwise requires):

Affiliate means any firm, corporation, or other entity, however organised, that, directly or indirectly, controls, is controlled by or is under common control with an entity. For the purposes of this definition, “control” is defined as ownership of a majority of the voting power or other equity interests of the entity under consideration.

Agreement means this Agreement, its recitals, service order or subscription forms, and any amendments to this Agreement from time to time.

Access Credentials mean the usernames, passwords and other credentials enabling access to the services, including access credentials for the User Interface but excluding access credentials for the API.

API means the application programming interface for the services defined by the Service Provider.

Authorisation means an authorisation, consent, declaration, exemption, notarisation, or waiver, however it is described, and in relation to anything that could be prohibited or restricted by the law if a Government Agency acts in any way within a specified period, the expiry of that period without that action being taken, including any renewal or amendment.

Claims mean, in relation to a person, any claim, allegation, cause of action, proceeding, liability, suit or demand made against the person concerned, however it arises and whether it is present or future, fixed or unascertained, actual, or contingent.

Corporations Act means the Corporations Act 2001 (Cth) of Australia.

Business Days means any day other than a Saturday, Sunday, or public holiday in the Jurisdiction. 

Business Hours means [09:00 to 17:00] (AEDT) on a Business Day.

Commencement Date means the date when the Customer’s order is accepted or confirmed in writing by the Service Provider, or when the Service Provider commences the provision of services in alignment with the Customer’s order. To avoid doubt, if the services become operational before the Customer returns the signed Agreement, the Commencement Date of the services will be the date when the Service Provider begins providing services.

Confidential Information means information that:

1. is by its nature confidential; 
2. is designated by the discloser as confidential; or
3. the parties know or ought to reasonably have known is confidential in nature; 

and includes all information that relates to the business, processes, systems or affairs of the parties which is of a confidential nature or which is not otherwise in the public domain, including the terms of this Agreement, whether in a Document or provided orally, but does not include information that: 

1. is or becomes public knowledge other than by breach of this Agreement or by any other unlawful means; 
2. is in the possession of the parties without restriction in relation to disclosure before the date of receipt; 
3. is by law or the rules of any stock exchange required to be disclosed; or
4. has been independently developed, gained, or acquired by the parties without any reference to the Confidential Information. 

Consequential Loss means any loss recoverable at law other than arising in the usual course of things and includes any consequential or economic loss, including:

1. loss of anticipated or actual profits or revenue;
2. loss of production or use;
3. financial or holding costs;
4. loss or failure to realise any anticipated savings;
5. loss of business or business interruption;
6. loss or denial of business or commercial opportunity;
7. loss of or damage to goodwill, business reputation, future reputation or publicity;
8. downtime costs or wasted overheads; and
9. special, punitive or exemplary damages.

Customer Confidential Information means any Confidential Information disclosed by or on behalf of the Customer to the Service Provider during the term of this Agreement.

Customer Data means all data, works and materials, including but not limited to the fleet data captured by the Service Provider’s EDRs and uploaded to or stored on the Platform for the Customer; transmitted by the Platform at the instigation of the Customer; supplied by the Customer to the Service Provider for uploading to, transmission by or storage on the Platform; or generated by the Platform as a result of the use of the Services by the Customer (but excluding analytics data relating to the use of the Platform and server log files).

Data Protection Laws means the Privacy Act 1988, the Spam Act 2003, the Privacy and Personal Information Protection Act 1998 and all other applicable laws relating to the processing of Personal Data.

Defects mean a defect, error or bug in the Platform having a material adverse effect on the operation, functionality or performance of the Services but excluding any defect, error or bug caused by or arising as a result of any act or omission of the Customer or any person authorised by the Customer to use the Platform or Services; any use of the Platform or Services contrary to the Terms and Conditions of the Service Provider (available at www.circuitlink.com.au), whether by the Customer or by any person authorised by the Customer; a failure of the Customer to perform or observe any of its obligations in this Agreement; or an incompatibility between the Platform or Services and any other system, network, application, program, hardware or software not specified as compatible in the Agreement. A material adverse effect will be considered to exist when a defect, error or bug in the Platform has caused a disaster or disruption and the maximum period of time within which the Customer Confidential Information and Customer Data may be lost due to the disaster or disruption exceeds eight hours.

Document includes:

1. any paper or other materials on which there is writing, marks, figures, symbols or perforations having a meaning for persons qualified to interpret them;
2. any article or material from which sounds, images or writing are capable of being reproduced with or without the aid of any other article or device; and
3. information in the form of data, text, or images stored or communicated by means of guided or unguided electromagnetic energy, or both.

Documentation means the documentation regarding the specifications, functionality or use of the services produced by the Service Provider and delivered or made available by the Service Provider to the Customer.

Effective Date means the date that this Agreement is the date that the Customer signed the Agreement.

Eligible Data Breach has the meaning given in the Australian Commonwealth Privacy Act 1988.

Force Majeure Event means an occurrence or a sequence of interrelated occurrences that are beyond the reasonable control of the affected party, encompassing events such as internet or telecommunication network failures, hacker attacks, denial of service attacks, cyber attacks, ransomware attacks, viruses or other malicious software attacks or infections or other cyber security issues, power failures, industrial disputes impacting third parties, legal amendments, disasters, epidemics, pandemics, explosions, fires, floods, tornadoes, earthquakes, hurricanes, civil unrest, such as riots, terrorist attacks, and wars government actions or restrictions, such as regulatory changes, prohibitory orders, or emergencies.

Handover Date means, with respect to service provision, the date when the Customer has confirmed in writing that the Service Provider has completed the provision of services; with respect to the supply of goods, the date when the Service Provider hands over the goods to the carrier nominated by the Service Provider or the Customer at the point of delivery, that is, the date of issue in the bill of lading or airway bill or other documents has confirmand in writing that the Service Provider has completed the delivery of goods. 

Intelligo means the Service Provider’s online fleet data storage and reporting services.

Intellectual Property Rights means Patents, all rights in relation to inventions and discoveries (including patent and utility model rights), plant varieties, designs, circuit layouts, copyright and neighbouring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, Confidential Information (including Trade Secrets and know-how) and all other rights resulting from intellectual activity in the industrial, scientific, literary or artistic fields including applications for grant of any of these rights or other rights of a similar nature arising (or capable of arising), in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Jurisdiction means New South Wales, Australia.

Liability means, in relation to a person, any liability or obligation, however it arises and whether it is present or future, fixed or unascertained, actual or contingent.

Parties mean both the Customer and Service Provider referred together. 

Patents mean all patents (including all reissues, divisionals, provisionals, continuations and continuations-in-part, re-examinations, renewals, substitutions and extensions thereof), patent applications, and other patent rights and any other governmental authority-issued indicia of invention ownership (including inventor’s certificates, petty patents and patent utility models).

Person means an individual, firm, partnership, trust, limited liability entity, joint venture, company, corporation, body corporate, unincorporated body, association, organisation, any government, or state or any agency of a government or state, or any local or municipal authority or other governmental body (whether or not in each case having separate legal personality).

Permitted Purpose means discussion, evaluation, and subject to further Agreement to be entered into by the parties, the undertaking of work by the parties in its business, including but not limited to its orders of services, customer services, communications, business plan, development of new services, accounting.

Personal Data means personal data under any of the Data Protection Laws.

Personal Information means, as defined under the Australian Commonwealth Privacy Act 1988, information or an opinion about an identified individual or an individual who is reasonably identifiable but for the purpose of this Agreement is limited to information created by or obtained by the parties while delivering services or fulfilling the parties’ obligations under this Agreement.

Platform means the Platform managed and used by the Service Provider to provide the Intelligo services, including the database software, system, server and network infrastructure used by the Service Provider for the provision of the services.

Services means services set out in the Agreement.

Service Level Agreement means the level of service agreed to be provided by the Service Provider to the Customer with metrics by which services are measured, as well as remedies available to the Customer should the agreed upon service levels not be achieved. 

Special Faults means a defect which: (a) a defect, error or bug in the Platform has caused a disaster or disruption and the maximum period of time within which the Customer Confidential Information and Customer Data may be lost due to the disaster or disruption exceeds eight hours; (b)because of its nature requires urgent attention; or (c) may cause danger to persons with the usage of the services provided by the Service Provider; and (d)is not a Defect.

Subscription means an agreement where the Customer pays a recurring fee to access and use the services provided by the Service Provider for a specified period as outlined in the Agreement, without owning the underlying Intellectual Properties. 

Support Services means support for the Customer in relation to the use of services, the identification and resolution of errors in services, storage and transfer of the Customer data.

Trade Secrets means all inventions, discoveries, trade secrets, business and technical information and know-how, databases, data collections, patent disclosures and other confidential and proprietary information and all rights therein.

User Interface means the interface designed to allow the Customer to access and use the services.

2. Interpretation

1. In this Agreement, unless specified to the contrary:
   1. headings are for convenience only and do not affect the interpretation of this Agreement;
   2. money amounts are stated in Australian currency unless otherwise specified;
   3. the words “in writing” or “written” include any communication sent by letter, facsimile transmission email or any other form of communication capable of being read by the recipient; 
   4. words importing the singular include the plural and vice-versa;
   5. words importing a gender include any gender;
   6. a reference to a clause, paragraph is a reference to a clause, paragraph of this Agreement;
   7. where any word or phrase is given a definite meaning in this Agreement, any part of speech or other grammatical form of that word or phrase has a corresponding meaning;
   8. an expression importing a natural person includes a body corporate, partnership, joint venture, association or other legal entity;
   9. a reference to a statute, statutory provision, or regulation includes amendments, consolidations or replacements thereof and includes any subordinate legislation issued under it;
   10. a reference to a document (including this Agreement) or Agreement, or a provision of a document (including this Agreement) or Agreement, is to that document, Agreement or provision as amended, supplemented, replaced or novated;
   11. a reference to a party to a document includes that party’s legal personal representatives, successors and permitted assigns;
   12. if an example is given of anything (including a right, obligation or concept), such as by saying it includes something else, the example does not limit the scope of that thing.
   13. a reference to information is to information of any kind in any form or medium, whether formal or informal, written or unwritten, for example, computer software or programs, concepts, data, drawings, ideas, knowledge, procedures, source codes or object codes, technology or trade secrets.
   14. the expressions subsidiary, holding company and related body corporate have the same meanings as in the Corporations Act.
   15. a covenant or Agreement on the part of or for the benefit of two or more persons binds or benefits them jointly and severally; and
   16. a reference to a body, whether statutory or not, which ceases to exist; or whose powers or functions are transferred to another body, is a reference to the body which replaces it, or which substantially succeeds to its powers or functions.
2. The language in all parts of this Agreement shall be in all cases construed in accordance with its fair and common meaning and not strictly for or against either of the Parties.
3. This Agreement is to be interpreted so that it complies with all applicable laws of the Jurisdiction. If any provision does not comply, then it must be read down so as to give it as much effect as possible. If it is not possible to give that provision any effect at all, then it is to be severed from this Agreement, and this Agreement is to be construed as if the severable portion did not exist. The remainder of this Agreement will continue to have full force and effect.
4. In the event of a conflict between the terms and conditions of the underlying Agreement and the terms and conditions in any agreements or orders, the terms and conditions in the Agreement shall govern.
5. Any headings are for ease of reference only and do not affect the interpretation of this Agreement.

2. Appointment

1. In consideration of the Customer paying the Service Provider in accordance with subscription fees set out in the Agreement, the Service Provider agrees to provide the services in Australia during the contract term in accordance with the provisions of this Agreement. 
2. The Customer acknowledges and agrees that the Service Provider may employ its own staff and engage sub-processors for the provision of services or products.

3. Provision of Services

1. The parties agree that the Service Provider must:

1. provide services to the Customer in accordance with the specifications set out in the Agreement;
2. provide or ensure that the Platform will provide the Customer upon the Effective Date with the Access Credentials necessary to enable the Customer to access and use the services;
3. exercise all due care, skill and attention in providing the services;
4. do all things necessary to ensure that the services are provided to the reasonable satisfaction of the Customer;
5. ensure that the services are rendered in compliance with the Jurisdiction’s relevant codes, standards and regulations;
6. ensure that the services are carried out in a proficient manner by professionally trained and qualified staff;
7. perform the service in accordance with the specifications set out in the Agreement.

1. The Customer agrees that:

1. services are performed in the Service Provider’s sole discretion unless specific performance standards or acceptance criteria are specified in the Agreement;
2. the Customer is responsible for implementing and maintaining reasonable security measures for the Access Credentials. These measures should ensure that unauthorized individuals or applications are prevented from gaining access to the services using the Access Credentials.
3. the Customer will not rent, lease, give licence or permission to the services to a third party which is not a party in this Agreement;
4. the Customer will not utilise the Platform to offer services to third parties, such as acting as a service bureau;
5. only the Service Provider has the right to copy, maintain, enhance or otherwise modify the Platform;
6. the Customer will not reverse or attempt to reverse engineer, reverse or attempt to assemble, gain or attempt to gain access to the source code of any portion of the software; circumvent or disable any security or technological features or measures implemented within the software;
7. the Customer is prohibited from conducting or soliciting any load testing or penetration testing on the Platform or services without obtaining prior written consent from the Service Provider;
8. The Customer is prohibited from engaging or attempting to engage in any activities that could damage the services or Platform or interfere with the availability or accessibility of the services;
9. the Service Provider may use reasonable technical measures to limit the use of Platform resources by the Customer for the purpose of assuring services to its Customer generally;
10. the Customer represents and warrants to the Service Provider that it is in compliance with all applicable laws relevant to this Agreement, each related contract, the support services, and the operation of its business including all applicable employment, labour and human rights, health and safety, tax, export control, trade descriptions, consumer protection, anti-corruption and environmental laws in the Jurisdiction and related international laws; it undertakes to act at all times in compliance with all applicable data protection, privacy or similar laws in the Jurisdiction including all the provisions concerning security measures and the provision of any acquisition, collection, treatment, maintenance and/or transfer of personal data and direct marketing activities involving personal data; and undertakes to use all reasonable skill and care and appropriately trained and skilled personnel in undertaking its obligations under this Agreement;
11. if the Customer does not return the signed Agreement or negotiate the terms or does not pay the Subscription Fees for Services but instructs the Service Provider to provide services or the Customer commences accessing the services, that will be taken to be an acceptance of this offer, and costs will be charged in accordance with this Agreement;
12. where applicable, the Service Provider supplies Internet data plans provided by third-party Internet service providers as part of the services where the Service Provider does not have direct control over the performance of the internet service providers’ networks, and the Service Provider is, therefore, not liable for performance of the Internet service, and;
13. in the event that excess internet data usage is attributable to issues arising from the Customer’s end, including but not limited to improper use of the hardware or software, sharing of a single subscription license on multiple devices, etc., the Service Provider reserves the right to levy charges for such excess usage.

1. The Service Provider hereby grants to the Customer an Australia-wide, non-exclusive subscription licence to use the services by means of the User Interface for internal business purposes of the Customer in accordance with the Documentation during the term of this Agreement.
2. In the event that the Service Provider develops an updated or upgraded version of the software while this Agreement is in effect, the Customer will have access to the new version without incurring any additional charges.
3. The User Interface may only be used by the Customer through a Supported Web Browser.
4. The User Interface must not be used at any point in time by more than one user per subscription licence.
5. The Customer has no rights or permissions to access the software code of the Platform. This encompasses all levels of code, including the object code, intermediate code, and source code. The restriction on accessing the software code applies throughout and after the term of this Agreement.
6. The Customer acknowledges and agrees that the Service Provider may, from time to time, amend this Agreement. In such cases, the Service Provider shall provide written notification of any amendments via email or by post to the Customer or publish on the Service Provider’s website www.circuitlink.com.au at least 30 days prior to the effective date of such amendments. If the Customer does not wish to be bound by the amended Agreement, the Customer must provide written notice to the Service Provider at least 14 days prior to the effective date of such amendments.

4. Duration of Contract Term

1. The parties agree that this Agreement will commence on the Commencement Date and will continue until expiry or termination. 
2. The Service Provider exclusively offers services on an annual basis, with a minimum service period of one year. 
3. Unless the Customer provides a notice of termination or non-renewal at least 30 days before the expiration of the service period, the Customer agrees to the automatic renewal of the service on each anniversary of the Commencement Date (‘Renewal Date’) for a period of one year. Unless otherwise required by applicable law, the Service Provider will invoice the Customer for the applicable subscription fees for services and any taxes for each successive term.

5. Relationship of the Parties 

1. The parties acknowledge that this Agreement is intended as a contract for the supply of services. The relationship of the parties is that of a service provider and customer and not any other relationship and, in particular, not the relationship of principal and agent or the relationship of partnership, joint ventures, co-owners or otherwise as participants in a joint or common undertaking.
2. The parties acknowledge that they are separate legal entities, and each party has its own legal rights and obligations. As such, each party is responsible for its own actions and liabilities within the Jurisdiction.
3. Nothing contained in this Agreement shall be construed to: 
   1. give either party the power to direct and control the day-to-day activities of the other;
   2. allow the Customer to create or assume any obligation on behalf of the Service Provider for any purpose whatsoever. 
4. All financial obligations, including tax obligations associated with the Customer’s business, are the Customer’s sole responsibility, and the Customer’s obligations to its customers are the Customer’s exclusive responsibility.

6. Credit and Repurchase

1. The Customer agrees that all sales under this Agreement and each contract are made on a non-refundable basis. The Service Provider is unable to accept refund requests under this Agreement during the term hereof or upon termination hereof. It is at the Service Provider’s absolute discretion to consider any refund requests by the Customer on a case-by-case basis.
2. The Customer agrees that the services are subscribed based on the technology supplied at the time of supply of the goods and services. As such, refund requests will not be accepted in the event of any technology upgrades post-delivery of goods and services, including but not limited to 4G LTE mobile service network upgrade, which may result in the goods and services becoming degraded, inoperable, malfunctioning, or obsolete.
3. In the event of repurchase, the Customer may request for a credit to be applied against future purchases. The credit request is to be considered by the Service Provider on a case-by-case basis and is subject to a maximum credit equivalent to one year’s worth of subscription fees for the service. The credit amount will be calculated pro rata to the remaining duration of the service and will be applied towards the new purchase.
   

7. Scheduled Maintenance

1. The Service Provider may, at times, suspend the services to conduct scheduled maintenance to the Platform.
2. The Service Provider shall provide the Customer at least seven days written notice prior to the scheduled maintenance that may have a material negative impact on the availability of services.

8. Customer and Technical Support

1. The Service Provider is responsible for Support Services for the Customer during business hours throughout the term of this Agreement.
2. The Service Provider shall provide Support Services with reasonable care and skills.
3. The Service Provider is not responsible for providing the following services:
   1. general training in the use of the services;
   2. in respect of any duplicate issues raised by or on behalf of the Customer;
   3. in respect of any issue caused by the improper use of the services by or on behalf of the Customer or any issue caused by any configuration by the Customer without prior written consent from the Service Provider, and;
   4. develop modifications to the services, Platform or software requested by the Customer.
4. If the Customer requires the Service Provider for services outside the scope of the Support Services, subject to the Service Provider’s absolute discretion, the Service Provider may consider providing commercially reasonable support and assistance to the Customer provided that the Customer provides all necessary labour, equipment, and information at the Customer’s own cost and expense for the Service Provider to provide such support and assistance.
5. If the Service Provider offers additional features and functionalities of the services to other customers who require similar functionality to what is provided to the Customer, the Service Provider may, at its sole discretion and as reasonably necessary, provide such additional features and functionality to the Customer. The Customer acknowledges and agrees that the Customer will be responsible for any additional costs associated with the provision of these additional features and functionality.
6. The provision of the services is not covered by any Service Level Agreement.

9. Customer Data

1. The Customer, by entering into this Agreement, grants the Service Provider a worldwide, non-exclusive licence to copy, store and transmit the Customer Data and to edit, translate and create derivative works of the Customer Data for the purpose of the Service Provider’s improvement of service, software and Platform and to the extent reasonably required for the performance of the obligations and the exercise of the rights of the Service Provider under this Agreement. The Customer also, by entering into this Agreement, grants the Service Provider the right to sub-licence these rights to its hosting, connectivity and telecommunications service providers for the above-mentioned purpose and subject to any express restrictions elsewhere in this Agreement.
2. The Customer warrants to the Service Provider that the Customer will not restrict the Service Provider’s utilisation of the Customer Data for the development of the Service Provider’s techniques and know-how.
3. The Customer warrants to the Service Provider that the Customer Data and the Customer’s usage of services will not infringe the Intellectual Property Rights and other legal rights of any person and will not breach the provisions of any law, statute or regulation in any jurisdiction and under any applicable law. If the Service Provider, at its sole discretion, reasonably determines, or a third party alleges that the Customer Data or the Customer’s usage of services has infringed any person’s Intellectual Property Rights, the Service Provider may modify the services in a way that they no longer infringe the Intellectual Property Rights or suspend the services. The Customer agrees that the Service Provider is not responsible for any loss, liability, or claims arising from the abovementioned modification or suspension.

10. Data Retention 

1. The Customer acknowledges and agrees it is the responsibility of the Customer to maintain the Customer’s EDRs, and to ensure the accuracy, completeness, and legality of the Customer Data captured by the Customer’s EDRs.
2. The Service Provider shall not use the Customer Data for any purposes other than those specified in this Agreement or as required by applicable laws and regulations.
3. The Customer retains all ownership rights to the Customer Data and grants the Service Provider the necessary rights and permissions to provide the services outlined in this Agreement.
4. The Service Provider may anonymise or aggregate the Customer Data for statistical, analytical, or research purposes, provided that the data can no longer be attributed to the Customer.
5. The Service Provider shall notify the Customer promptly in the event of any unauthorised access, disclosure, or loss of Customer Data and shall take appropriate measures to mitigate the impact of such incident.
6. During the term of this Agreement, unless otherwise stated or agreed by the Service Provider, the Service Provider shall be responsible for retaining the Customer Data for a period of 24 months from the date of its input into the Service Provider’s server (‘data retention period’). After this 24-month period, unless otherwise required by applicable laws or agreed upon in writing by both parties, the Service Provider shall have no further obligation to retain the Customer Data and may delete or destroy it without notice. The Customer acknowledges and agrees to make necessary arrangements for the backup and retention of the Customer Data beyond this specified duration.
7. The Customer has the right to request the deletion or return of its Customer Data within the data retention period, subject to this Agreement and any legal obligations imposed on the Service Provider. Such requests must be made in writing and will be processed in accordance with applicable laws and within 30 days after the Service Provider receives such request.
8. During the term of this Agreement, the Service Provider shall maintain appropriate technical and organisational measures to protect the confidentiality, integrity, and availability of the Customer Data throughout the data retention period.
9. After the Agreement is expired or terminated by either party in accordance with this Agreement unless explicitly agreed upon in writing by both parties, the Service Provider is not responsible for the retention of Customer Data, and the Service Provider may promptly and automatically delete or securely destroy all Customer Data from the Service Provider’s server upon the termination or expiration of this Agreement unless before the termination or expiration of this Agreement the Service Provider has received a written notice from the Customer or a court that the Service Provider is required to retain the data for legal or regulatory purposes, without the need for providing additional notice to the Customer or consent from the Customer. The Customer acknowledges and agrees to make necessary arrangements for the backup and retention of the Customer Data beyond the termination or expiration of this Agreement.
10. The Service Provider shall not be liable for any loss, damage, or inability to retrieve the Customer Data after the termination or expiration of this Agreement.

11. Data Backup and Restoration

1. The Service Provider shall create a backup copy of the Customer Data on a monthly basis or regular basis as appropriate and as determined by the Service Provider.
2. The Service Provider shall ensure that each backup copy is sufficient to restore the services to the state they were in when the backup was taken.
3. Throughout the data retention period, the Service Provider shall retain and securely store each backup copy for a minimum period of 30 days.
4. Upon receipt of a written request from the Customer, the Service Provider shall, within 30 days, make reasonable efforts to restore the Customer Data stored in any backup copy created and stored by the Service Provider. The Customer acknowledges that this restoration process will overwrite the Customer Data stored on the Platform prior to the restoration.

12. Invoicing and Payment