TAQT Global Terms & Conditions 

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Field Data Infrastructure Provider
Effective Date: March 2026

These Terms are governed by the English version. Any translation provided is for convenience only and shall not prevail in case of inconsistency. For a translated courtesy copy, please contact support@taqt.com.

Preamble These TAQT Global Terms & Conditions (the “Terms”) govern the access to, supply, and use of TAQT’s field data infrastructure, including hardware devices, connectivity and data transmission services, device management interfaces, and related support services (collectively, the “Services”).

These Terms form a legally binding agreement between: the TAQT contracting entity identified in the applicable Order Form (the “TAQT Entity”), and the professional customer (the “Client”). The Services are provided exclusively for business, institutional, and professional use and are not intended for consumers.

TAQT operates as a field data infrastructure provider: TAQT supplies physical devices and connectivity/data transmission capabilities enabling organisations to capture and transmit operational field data. TAQT does not provide industry-specific business analytics or automated decision-making systems, unless expressly agreed in writing in an Order Form or MSA.

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Article 0 - Definitions & Interpretation

0.1 Definitions. 

“Active Device” means any Device that is delivered, provisioned, registered, activated, deployed, powered, connected, capable of transmitting data, or otherwise made available for use on TAQT Infrastructure, whether or not data is actually transmitted. 

“Agreement” means the contractual set composed of, in order of priority, the documents listed in Article 3. “Business Day” means a day other than a Saturday, Sunday or public holiday in the place of the contracting TAQT Entity. 

"Field Data" means the raw operational signals and telemetry captured through Devices (e.g., button presses, sensor triggers).

"Client Data" means all information processed through the Services on behalf of the Client, including Field Data, account configurations, user-generated inputs, and related metadata associated with the Client’s deployment and use of the Services, excluding TAQT Operational Data.

“Connectivity Services” means the communication services enabling certain Devices to connect to networks and transmit data.

“Device” / “Equipment” means TAQT hardware products supplied under purchase or rental models. 

“DPA” means the Data Processing Agreement. 

“Marketplace” means TAQT’s partner ecosystem listing page. 

“MSA” means any master services agreement. 

“Order Form” means any commercial document accepted/executed by TAQT. 

“Partner” means an authorised reseller or integrator. 

“RMA” means Return Merchandise Authorization, the process under which TAQT approves the return, repair, or replacement of Devices.

“Services” means Equipment supply, Connectivity, data transmission, interfaces and support. 

“TAQT Group” means TAQT and its affiliates. 

“TAQT Infrastructure” means the technical ecosystem operated by TAQT. 

“SOW” means a statement of work describing professional services, if any, executed by the Parties.

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0.2 Interpretation. Headings are for convenience only and do not affect interpretation. References to statutes include amendments and re-enactments. If there is a conflict between documents, Article 3 applies. Unless otherwise stated, “Infrastructure” means “TAQT Infrastructure” as defined herein.

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Article 1 - Scope & Business-to-Business Nature

1.1 Scope. These Terms apply to all Services supplied by TAQT, including: (a) supply of Devices (sale or rental); (b) Connectivity Services; (c) transmission/routing of Field Data; (d) interfaces/APIs and fleet management; and (e) associated support services.

1.2 Professional Use Only. The Services are strictly reserved for professional users. The Client represents and warrants that it acts in the course of business, institutional, or professional activity.

1.3 Self-Service. Where the Client subscribes through self-service onboarding, these Terms apply identically and fully.

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Article 2 - TAQT Operating Model

2.1 Field Data Infrastructure Provider. TAQT's role is limited to providing: hardware infrastructure, connectivity (where applicable), data transmission capabilities, and technical interfaces required for operating the infrastructure.

2.2 No Business Application Layer. Unless expressly agreed in writing, TAQT does not provide: business analytics, workforce planning tools, operational consulting, compliance advisory, or automated decision-making systems. For clarity, TAQT does not act as a licensed telecommunications operator in any jurisdiction and does not provide regulated telecom services, except where expressly agreed in writing in an Order Form.

2.3 Partner Value Layer. Business value layers (analytics, AI, reporting) may be provided by Partners or third parties. TAQT does not control or guarantee partner solutions.

2.4 Shared Responsibility Model. The Services operate under a shared responsibility model. (a) TAQT Responsibilities: TAQT is responsible for the security and functionality of the "Infrastructure," including device firmware, data transmission, network connectivity (where applicable), and infrastructure-level monitoring. (b) Client Responsibilities: The Client is solely responsible for "Operational" matters, including physical installation, site safety, local device security, timely battery replacement, and the professional use of the transmitted data.

2.5 User Devices & Browser Compatibility. Where Services are accessed via QR Codes or web interfaces on User-owned devices, the Client is solely responsible for: (i) the availability and security of such devices, (ii) internet data plans, and (iii) using compatible and up-to-date web browsers. TAQT shall not be liable for any failure to transmit data resulting from User device malfunction or local connectivity issues.

Article 3 - Contractual Structure & Order of Precedence

3.1 Contractual Documents. The Agreement between TAQT and the Client is comprised of the following documents. In the event of any conflict, inconsistency, or ambiguity between these documents, the following decreasing order of precedence shall apply:

1. The Order Form (including any specific commercial conditions);
2. The Master Services Agreement (MSA), if executed;
3. The Regional Addenda (applicable to the specific territory of deployment);
4. The Data Processing Agreement (DPA), including Appendix 1 (Description of Processing) and Appendix 2 (Security Measures);
5. The Service Level Agreement (SLA), including Annex 1;
6. The Security & Compliance Addendum;
7. The Partner Ecosystem Addendum;
8. These TAQT Global Terms & Conditions;
9. TAQT Technical Documentation (including installation guides and device specifications).

3.2 Entire Agreement. This Agreement constitutes the entire understanding between the Parties regarding the Services and supersedes all prior agreements, representations, or marketing materials.

3.3 Strict Exclusion of Client Terms. TAQT expressly rejects the application of any general terms and conditions issued by the Client, including but not limited to terms attached to Purchase Orders, procurement portals, or payment vouchers. Such Client terms shall have no legal effect and are deemed null and void, even if TAQT performs the Services or accepts payment without raising a specific objection to such terms. Only a written amendment signed by an authorized representative of the TAQT Entity can modify this Agreement.

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Article 4 - Contracting Entity & Territory

4.1 Contracting Entity Identified in Order Form. The TAQT Entity contracting with the Client is the entity identified in the applicable Order Form. That entity is solely responsible for contracting, invoicing, and supplying.

4.2 Indicative List of TAQT Entities. TAQT operates through: Taqt Americas Corp (US & Canada); Taqt Solutions (Global Operations); Taqt France; Taqt GmbH (Germany/DACH); TaqtOne Ltd (UK & Ireland); Taqt Tech (Dubai, UAE Free Zone).

4.3 Priority Rule. If there is any inconsistency between this list and the Order Form, the Order Form prevails.

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Article 5 - Acceptance & Electronic Contracting

5.1 Acceptance. The Client accepts the Agreement by signing an Order Form, placing an order, activating a Device, or accessing the Services.

5.2 Electronic Acceptance. Acceptance may be completed electronically and has the same legal effect as a handwritten signature.

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Article 6 - Description of Services

6.1 Equipment. TAQT supplies Devices either for purchase or for rental, as specified in the Order Form.

6.2 Connectivity Services. Connectivity Services enable network communication, Field Data transmission, time synchronisation, and remote supervision. Passive QR code assets do not require connectivity.

6.3 Data Transmission & Routing. TAQT enables Field Data transmission to TAQT Infrastructure or authorised third-party systems. TAQT does not guarantee uninterrupted transmission where dependent on third-party networks.

6.4 Interfaces, APIs, Integrations. TAQT may provide interfaces/APIs for infrastructure operation. Compatibility with third-party systems is not guaranteed.

6.5 Support. Support levels and response targets are defined in the Order Form or SLA. Otherwise, Services are provided on a best-efforts basis. Support does not include project management, on-site services, deployment planning, training, data analysis, or configuration of third-party systems, unless expressly agreed in an Order Form, MSA, or statement of work (SOW).

6.6 Beta Features; Roadmap. From time to time, TAQT may make available optional features, previews, pilots, “beta” services, or early access components (“Beta Features”). Beta Features are provided “AS IS” and may be modified, suspended, or discontinued at any time. Any product roadmap, future functionality, or development timeline communicated by TAQT is indicative only and does not create any contractual obligation. The Client acknowledges that it has not relied on any roadmap or statements regarding future features when entering into the Agreement.

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Article 7 - Disclaimer of Warranties

7.1 Standard of Service. To the maximum extent permitted by law, the Services are provided on an “AS IS” and “AS AVAILABLE” basis.

7.2 Warranty Disclaimer. TAQT disclaims all warranties, whether express, implied or statutory, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. TAQT does not warrant uninterrupted or error-free operation.

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Article 8 - Acceptable Use

8.1 Lawful Purpose. The Client shall use the Services solely for lawful and authorised professional purposes.

8.2 Prohibitions. The Client shall not: (a) disrupt TAQT Infrastructure; (b) use Services for unlawful monitoring; (c) interfere with network operations; (d) circumvent security; (e) reverse engineer Devices; or (f) violate export, telecom, or labour laws.

8.3 Suspension. TAQT may suspend or restrict access to the Services in case of violation of this Article.

8.4 No Safety-Critical Use. The Services are not designed, intended, or certified for use in life-critical, safety-critical, or regulated real-time control environments (including medical devices, emergency services dispatch, or fire/safety alarm systems), unless expressly agreed in writing in an Order Form or MSA. The Client shall not use the Services for such purposes and shall indemnify TAQT for any claims arising from prohibited safety-critical use. For clarity, prohibited safety-critical or regulated uses include, without limitation: fire detection or alarm systems, emergency dispatch or first-responder coordination, medical devices or patient monitoring, critical access control for physical security, industrial real-time control systems requiring certified fail-safe operation, and any use requiring statutory certification (e.g., medical, aviation, rail, nuclear). The Services are not certified for such uses.

Article 9 - Orders, Delivery & Transfer of Risk

9.1 Orders. Orders may be placed through direct engagement, self-service tools, or execution of an Order Form. Acceptance of an Order Form constitutes a binding contractual commitment to pay.

9.2 Order Form Content. The Order Form defines device counts, purchase/rental model, pricing, and deployment scope.

9.3 Delivery. Devices are delivered to the address indicated by the Client. Delivery timelines are indicative.

9.4 Transfer of Risk. Risk of loss, theft, or damage to Devices transfers to the Client upon the earliest of: (a) delivery to the Client at the delivery address stated in the Order Form; or (b) handover to the carrier where delivery is EXW or where the Client appoints the carrier.

9.5 Acceptance. The Client must inspect Devices and issue reservations to the carrier and TAQT within 48 hours. Failing such, Devices are deemed accepted.

9.6 Incoterms; Importer of Record. Unless otherwise expressly stated in the applicable Order Form, delivery terms shall be interpreted in accordance with Incoterms® 2020. The Incoterm and delivery point stated in the Order Form shall prevail. If the Order Form is silent: (i) shipments delivered within the country of the contracting TAQT Entity shall be DAP (Incoterms® 2020) to the delivery address stated by the Client; and (ii) cross-border shipments shall be EXW (Incoterms® 2020) from TAQT’s designated warehouse or dispatch point. For any cross-border shipment, the Client acts as Importer of Record and bears all customs clearance responsibilities, duties, taxes, and import compliance obligations, unless mandatory law provides otherwise.

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Article 10 - Retention of Title

10.1 Ownership. Ownership of purchased Equipment shall remain with TAQT until full payment of all amounts due. Risk transfers in accordance with Article 9.4.

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Article 11 - Device Lifecycle & Active Device Model

11.1 Active Device Principle. Each Device constitutes an independent infrastructure node generating subscription obligations.

11.2 Active Device Standard. A Device shall be considered an Active Device as defined in Article 0.1. For clarity, Active Device status applies regardless of actual data transmission.

11.3 Defective Devices Upon Delivery (RMA). Notwithstanding Articles 11.2 and 13.2, a Device shall not be considered an Active Device for billing purposes during the period strictly necessary to process its replacement if (i) the Device is demonstrably defective upon delivery, (ii) the Client notifies TAQT within the inspection period set out in Article 9.5, and (iii) the Device is replaced under TAQT’s RMA process. For clarity, this exclusion applies only to confirmed DOA/defective Devices and does not apply to Devices that are non-deployed, stored, unused, or affected by site conditions or connectivity coverage.

11.4 Subscription Attachment. Subscriptions are attached to each Device individually, not to usage or data volume.

11.5 Client Responsibility. The Client is responsible for managing its fleet and requesting deactivation. Failure to deactivate or return Devices does not suspend billing.

11.6 Deactivation Requests. Deactivation requests must be submitted by Notice (Article 34), must identify the relevant Devices by serial number or unique identifier (including, where applicable, IMEI), and must specify whether the request relates to (i) administrative deactivation (purchase model) or (ii) return processing (rental model). TAQT will confirm deactivation within a reasonable timeframe, typically within ten (10) Business Days, provided (a) the request is complete, (b) the Devices are identifiable in TAQT systems, and (c) the Client has no outstanding undisputed payments. Subscription billing remains effective until the end of the current billing cycle following TAQT’s written confirmation of deactivation. TAQT may refuse or delay deactivation where required to protect TAQT Infrastructure, investigate suspected fraud/abuse, or comply with legal or sanctions obligations. For clarity, TAQT has no obligation to backdate any deactivation, and any prepaid amounts remain non-refundable.

11.7 Stock / Non-Deployed Devices. Upon written request made within thirty (30) days following Delivery, the Client may ask TAQT to deactivate Devices that have not been deployed (i.e., not physically installed, not registered in TAQT Infrastructure, or not having transmitted any Field Data). For deployments exceeding five hundred (500) Devices, an extended deactivation window of up to ninety (90) days may be agreed in writing in the Order Form. In all cases, deactivation requests are strictly limited to a maximum of ten percent (10%) of the total quantity of Devices ordered in the relevant Order Form. Until TAQT confirms deactivation in writing, the Devices remain considered Active Devices and billing continues.

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Article 12 - Connectivity Subscriptions

12.1 Purpose. Connectivity Services enable communication, data transmission, and remote supervision.

12.2 Applicability. Connectivity applies only to Devices requiring it. Passive QR-based deployments may operate without connectivity.

12.3 Subscription Nature. Connectivity is device-based and independent from usage or data volumes.

12.4 Fair Usage & Roaming. Connectivity is subject to telecom operator Fair Usage Policies and permanent roaming restrictions. TAQT is not liable for service interruptions resulting from operator-enforced restrictions on permanent roaming devices.

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Article 13 - Pricing, Billing & Payment

13.1 Infrastructure Pricing Model. Pricing is based on the number of Devices, Active Device status, and subscription period. TAQT does not sell usage-based software licences.

13.2 Subscription Trigger. A subscription becomes billable when a Device is delivered, provisioned, activated, or capable of transmitting data.

13.3 Ongoing Billing. Billing continues as long as the Device remains Active, even if unused or stored.

13.4 Purchase Model. Subscriptions for purchased devices remain active until administrative deactivation. Failure to pay may result in deactivation and loss of data.

13.5 Rental Model. For rented Devices, billing continues until physical return and acceptance by TAQT.

13.6 Non-Retroactivity. Deactivation or return has no retroactive effect on past invoices or accrued payment obligations. This includes, without limitation, any requests to apply retroactive credits for unused, stored, or non-transmitting Devices.

13.7 Payment Terms. Invoices are payable within thirty (30) days from the invoice date. Subscriptions are invoiced and payable annually in advance, unless otherwise stated in the applicable Order Form. Any late payment shall automatically accrue interest. All payments shall be made in the currency indicated on the invoice, in immediately available funds, and without set-off, withholding, deduction, or counterclaim, except for amounts finally determined to be payable to the Client by a court of competent jurisdiction (or arbitral tribunal, where applicable) and not subject to further appeal. Any late payment shall automatically accrue interest from the day following the due date until full payment at the rate of one and one-half percent (1.5%) per month (or pro rata for any partial month) or, if lower or if mandatory, the maximum statutory rate permitted under applicable law, together with all reasonable collection and recovery costs where permitted by law. For UK-based Clients, interest shall accrue in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. For France-based Clients, late payment penalties and fixed recovery indemnity shall apply in accordance with the French Addendum. TAQT may suspend the Services in accordance with Article 15 and may require advance payment, shorter payment terms, or additional financial assurances (including deposits) in the event of repeated late payment or a material deterioration of the Client’s creditworthiness, to the extent permitted by applicable law.

13.8 Invoice Disputes. Any dispute of an invoice must be submitted by Notice (Article 34) within fifteen (15) days of the invoice date, specifying the disputed items and the basis for the dispute. The Client shall pay all undisputed amounts by the due date. A dispute does not entitle the Client to withhold payment of undisputed amounts or to delay payment beyond the due date. If the Parties resolve the dispute in the Client’s favor, TAQT shall issue a credit note or adjustment on a subsequent invoice, as applicable.

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Article 14 - Price Adjustments

14.1 Annual Adjustment. Subscription fees may be adjusted once per contract year by the greater of 5% or the year-over-year increase in an agreed inflation index.

14.2 Pass-Through Costs. TAQT may adjust fees to reflect increases from telecom operators or regulatory fees affecting Connectivity Services.

14.3 Taxes. Taxes and duties may be added or adjusted in accordance with Article 31.

14.4 Client Remedy. If a single annual price increase under 14.1 exceeds 10% in any given contract year, the Client may terminate affected subscriptions by Notice (Article 34) within thirty (30) days.

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Article 15 - Suspension for Non-Payment

15.1 Principle. Access may be suspended in case of non-payment following ten (10) Business Days’ Notice (Article 34).

15.2 Technical Consequences. Suspension may interrupt synchronisation, updates, and data transmission.

15.3 Technical Notification of Suspension. In the event of suspension for non-payment, TAQT may display a message or technical indicator of suspension within the Service interfaces and/or on Devices (including via an e-ink display), which may be visible to end-users or employees. The Client acknowledges and accepts such visibility and remains solely responsible for informing its stakeholders of the service status. To the maximum extent permitted by applicable law, TAQT shall not be liable for any reputational harm, business disruption, or employment-related consequences arising from such visibility.

15.4 Liability. Suspension for non-payment does not trigger TAQT liability.

15.5 Reinstatement. Reactivation requires full settlement of all overdue amounts and payment of any applicable administrative fees. TAQT will use reasonable efforts to restore access as soon as reasonably practicable after full settlement, and typically within three (3) Business Days.

15.6 Persistent Default. Persistent non-payment may lead to termination. Billing continues during suspension.

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Article 16 - Hardware Warranty & Conditions of Use

16.1 Warranty Period. Purchased Devices have a 12-month warranty; rented Devices are covered for the rental period.

16.2 Operating Environment. Devices must be used strictly in accordance with technical documentation. Use outside documented conditions voids warranty.

16.3 Installation Responsibility. The Client is solely responsible for installation and structural support. TAQT is not liable for detachment or injury resulting from improper installation. Liability for installation and site safety lies solely with the Client. Performance of industrial adhesives depends on surface preparation and TAQT disclaims liability for falling devices or surface damage. The Client acknowledges that performance of industrial adhesives is subject to surface energy, cleanliness, and porosity. TAQT provides no warranty regarding the long-term adhesion on specific wall types (e.g., vinyl, raw concrete, or anti-stain paints). The Client acknowledges that environmental factors (humidity, temperature, surface texture) are beyond TAQT's control. The Client must validate surface compatibility and perform reasonable site tests prior to deployment, including where Devices are mounted using industrial adhesives. TAQT is not liable for damage to the mounting surface upon removal.

16.4 Exclusions. Warranty excludes consumables, cosmetic damage, improper use, environmental extremes, or unauthorised modifications. TAQT is not liable for premature battery depletion caused by poor network coverage at the deployment site. Warranty excludes battery life issues related to site-specific network conditions.

16.5 Remedies & RMA. TAQT may repair or replace Devices at its discretion. Outside warranty, repairs are invoiced. RMA requests must be submitted via TAQT’s official support form available upon request. Authorized returns must be shipped by the Client within 15 days of RMA issuance.

16.6 Immobilisation. If a repair quotation is issued, the Client has one month to respond before storage fees apply.

16.7 Warranty Handling and Subscription Continuity. The existence of a defect, repair process, or replacement procedure shall not automatically suspend the subscription fees. However, for Devices returned under a valid Warranty RMA, TAQT shall use reasonable commercial efforts to ensure a rapid turnaround (repair or replacement). If the turnaround time exceeds thirty (30) Business Days from the date of physical receipt of the defective Device at TAQT’s designated facility, and the delay is attributable to TAQT (excluding component shortages, force majeure, or Devices excluded under Article 16.4), the Client may request a pro-rata credit not exceeding one (1) month of subscription fees for the affected Device. No refunds, credits, or adjustments shall apply for delays caused by the Client, logistics/carrier transit times, or for Devices found to be non-defective or excluded from warranty under Article 16.4.

16.8 Battery Specifications & Safety. (a) Standard Requirement: TAQT Devices are optimized for high-performance lithium batteries. For current models, the use of Energizer Ultimate Lithium AA / LR6 is mandatory to ensure infrastructure stability and safety. (b) Legacy Devices: For older Device models utilizing other battery types, the Client must strictly follow the specific battery recommendations provided by TAQT in the Technical Documentation. (c) Prohibitions & Liability: The use of zinc-carbon, standard alkaline (on lithium-optimized models), or low-quality rechargeable batteries is strictly prohibited as they may cause hardware malfunction, acid leakage, or overheating. TAQT disclaims all liability for (i) premature device failure, (ii) physical damage to the Device or its surroundings, or (iii) safety incidents (including fire or chemical leakage) arising from the use of non-compliant or non-recommended batteries. Any damage caused by the use of non-compliant batteries shall void the hardware warranty.

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Article 17 - Confidentiality

17.1 Confidential Information. “Confidential Information” means any non-public information disclosed by a Party to the other, including technical data, pricing, and Client Data. Confidential Information includes the terms of this Agreement.

17.2 Exclusions. Confidential Information does not include information that becomes public without breach, was known before disclosure, or is independently developed.

17.3 Protection. The Receiving Party shall protect Confidential Information with at least reasonable care and use it solely to perform or receive the Services.

17.4 Compelled Disclosure. If disclosure is required by law, the Receiving Party shall (where permitted) provide prompt notice and cooperate to seek protective treatment.

17.5 Return/Deletion. Upon termination, the Receiving Party shall return or delete info, except as required by law for compliance.

17.6 Duration. Obligations apply during the Agreement and for five (5) years thereafter.

17.7 Injunctive Relief. The Disclosing Party may seek injunctive relief for actual or threatened breach.

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Article 18 - Equipment Rental & Return Obligations

18.1 Custody. For rentals, the Client is responsible for custody and protection from delivery until acceptance by TAQT.

18.2 Client Operational Duties. The Client is responsible for maintenance, battery replacement, and operational use.

18.3 Damage, Loss or Theft. The Client must notify TAQT immediately and remains liable for repair costs or replacement value.

18.4 Return Obligations. Devices must be returned using required packaging in normal working condition.

18.5 Non-Return. Failure to return after 15 days' notice allows TAQT to invoice the purchase price at current catalogue value plus handling fees.

18.6 Continuing Billing. Rental fees remain payable until effective return or purchase value invoicing.

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Article 19 - Intellectual Property & Licence

19.1 TAQT IP. TAQT retains all rights, title, and interest in and to the Services, Infrastructure, Devices, firmware, and trademarks.

19.2 Licence to Use. TAQT grants the Client a limited, non-exclusive licence to access and use the interfaces and firmware solely for internal professional operation. Except for the limited licence expressly granted in this Article 19, no rights or licences are granted to the Client by implication, estoppel, or otherwise. The Client may not use TAQT trademarks, logos, or brand elements except as permitted under Article 35 or with TAQT’s prior written consent.

19.3 Restrictions. The Client shall not reverse engineer, modify, remove proprietary notices, or use the Services to develop a competing product.

19.4 Feedback. TAQT may use feedback without restriction or obligation, without identifying the Client.

19.5 Open Source. Certain components may be subject to third-party licences which govern those components.

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Article 20 - System Requirements, Connectivity & Security

20.1 Client Responsibility. The Client is responsible for internet access, power supply, and network configuration. TAQT does not guarantee performance.

20.2 Cybersecurity. TAQT implements reasonable security measures but cannot guarantee absolute protection against cyberattacks or network intrusions.

20.3 Third-Party Infrastructure. TAQT bears no responsibility for failures of telecom operators, cloud providers, or power grids.

20.4 No Critical Operational Dependence. The Client acknowledges that the Services are not intended to serve as the sole operational or compliance system for any critical business function. The Client remains responsible for maintaining appropriate fallback procedures, redundancy, and business continuity measures.

20.5 Virtual Assets & BYOD. Where Services are accessed via QR Codes or digital interfaces ("Virtual Assets"), the Client acknowledges that data collection relies on User-owned devices and third-party mobile networks. TAQT’s responsibility is strictly limited to the availability of the hosted web-form interface. TAQT disclaims all liability for: (i) hardware or software malfunctions of the User's device, (ii) lack of local mobile data coverage, or (iii) browser incompatibility.

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Article 21 - Client Data Ownership

21.1 Ownership Principle. The Client retains full ownership of all Field Data generated via its deployment. No ownership transfers to TAQT.

21.2 TAQT Role. TAQT acts as an infrastructure operator and technical transmission enabler. TAQT does not commercialise Client raw data.

21.3 Processing. TAQT processes Client Data solely for infrastructure operation, transmission, supervision, and maintenance.

21.4 TAQT Telemetry and Security Logs. TAQT may generate and retain technical telemetry, diagnostic information, and security logs relating to the operation, performance, and protection of TAQT Infrastructure (“TAQT Operational Data”). TAQT Operational Data does not constitute Client Data and remains the property of TAQT. TAQT may use such data for security, troubleshooting, capacity planning, and service improvement. Where legally required or reasonably necessary, TAQT may provide extracts or summaries, provided this does not compromise the security of TAQT Infrastructure or third parties. For clarity, TAQT is not required to provide full raw security logs or information that could reasonably compromise the security of TAQT Infrastructure, its subcontractors, or other customers.

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Article 22 - Infrastructure License Granted to TAQT

22.1 Operational License. The Client grants TAQT a worldwide licence to collect, transmit, store, and process Client Data strictly for infrastructure operation and maintenance.

22.2 Aggregated and Anonymized Data Use. TAQT may create and use datasets derived from (i) TAQT Operational Data and/or (ii) Client Data strictly to the extent such Client Data has been aggregated and anonymized so that it does not relate to an identified or identifiable natural person, for the following purposes: statistical analysis, security and fraud prevention, service performance monitoring, capacity planning, benchmarking, research and development, product improvement, and artificial intelligence / machine learning training for infrastructure optimization.

Such datasets shall:
(a) not identify any natural person and shall not relate to an identified or identifiable individual;
(b) not identify (directly or indirectly) any specific Client, End-Customer, site, or Partner;
(c) not allow re-identification by TAQT or any third party using means reasonably likely to be used, taking into account the nature of the data and available techniques.

22.3 No Sale of Client Data; No Identifiable Use.
For clarity: (i) TAQT does not sell Client Data; (ii) TAQT shall not use Client Data in an identifiable form for the purposes described in Article 22.2; and (iii) nothing in this Article grants TAQT any ownership rights in Client Data. The Client retains ownership of Client Data in accordance with Article 21.

22.4 Survival.
The rights granted under Articles 22.2 and 22.3 shall survive termination or expiry of the Agreement.

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Article 23 - Access, Sharing & Integrations

23.1 Client Access. The Client may access, export, and connect third-party systems to its data.

23.2 Third-Party Authorisation. The Client may authorise partners to access data but remains responsible for their permissions and legal compliance.

23.3 APIs & Integrations. TAQT provides APIs for integration but does not control third-party processing.

23.4 Marketplace. TAQT does not certify or guarantee partner solutions; use remains at Client risk.

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Article 24 - Personal Data & Data Processing

24.1 Roles. The Client acts as Data Controller. Depending on the commercial model, TAQT acts as either a Data Processor or a Sub-processor (under the Partner's primary processing). In the event TAQT acts as a Sub-processor, its obligations are governed by the DPA and align with the documented instructions transmitted via the primary Processor.

24.2 DPA & Appendices. Personal data processing is governed by the DPA, including Appendix 1 (Description of Processing) and Appendix 2 (Security Measures), which are incorporated herein by reference and prevail on privacy matters.

24.3 Client Duties. The Client represents that processing relies on a lawful basis and data subjects are informed.

24.4 International Transfers. TAQT implements safeguards (SCC) for international transfers. The Client acknowledges and agrees that technical telemetry, diagnostic logs, and support metadata may be processed by authorized sub-processors located outside the EEA, provided such transfers are secured by Standard Contractual Clauses (SCCs) or other lawful transfer mechanisms.

24.5 Allocation of Liability. TAQT is not liable for Client non-compliance or configuration choices.

24.6 No Legal or HR Compliance Deliverables. TAQT does not provide legal, HR, or regulatory compliance deliverables such as employee notices, works council consultation materials, monitoring policies, DPIAs, legitimate interest assessments, or regulatory filings, except as expressly agreed in writing. The Client remains solely responsible for determining the lawful basis, transparency framework, retention rules, and any required consultations or filings.

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Article 25 - Data Export & Reversibility

25.1 Transition Period. Upon termination or expiry of the Agreement, and subject to the Client’s payment in full of all undisputed amounts due, TAQT shall maintain Client Data for export in a standard format (CSV/JSON) for a period of thirty (30) days, unless otherwise agreed in writing. Following this period, and unless legal obligations require otherwise (such as security logging or statutory retention), TAQT shall proceed with the final deletion or anonymization of the Client Data.

25.2 Final Deletion. After the 30-day export period, TAQT shall delete or anonymize Client Data, except to the extent retention is required by applicable law, accounting rules, security logging obligations, or to preserve evidence in connection with a dispute, audit, or legal hold. Any retained data shall remain subject to confidentiality and the DPA where applicable. Any request by the Client to extend the 30-day export period or to maintain data in a "frozen" state without de-provisioning the Devices shall be subject to additional storage and administrative fees, to be invoiced at TAQT’s then-current rates.

25.3 Assistance. Migration assistance beyond standard tools is subject to professional services fees.

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Article 26 - Liability Cap

26.1 Principle. TAQT’s total aggregate liability arising out of or in connection with the Agreement shall not exceed the total amount actually paid by the Client to the TAQT Entity for the Services in the twelve (12) months preceding the event giving rise to the first claim. The liability limitations set forth in Article 26 apply to all claims arising under the Agreement, including those related to the Data Processing Agreement (DPA), to the maximum extent permitted by applicable law.

26.2 Carve-outs. The limitation in Article 26.1 does not apply to death or personal injury, fraud or wilful misconduct, or mandatory product liability. For confidentiality breaches, the limitation shall apply except where the breach results from TAQT’s wilful misconduct.

26.3 Data Loss. TAQT is not liable for data loss except where such loss results directly from a proven breach of its security obligations.

26.4 Claims Aggregate. The liability cap in Article 26.1 applies in the aggregate to all claims, actions, and causes of action, regardless of the legal basis, arising out of or relating to the Agreement during the relevant twelve (12)-month period.

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Article 27 - Exclusion of Indirect Damages

27.1 Exclusions. TAQT shall not be liable for indirect, consequential, or punitive damages, including loss of profit, revenue, goodwill, or business interruption, even if TAQT has been advised of the possibility of such damages.

27.2 Limitation. Nothing in this Article limits liability that cannot be excluded under applicable law.

Article 28 - Third-Party Claims & Indemnification

28.1 By the Client. The Client shall defend, indemnify, and hold harmless TAQT, the TAQT Group, and their officers, directors, employees, and subcontractors from and against any third-party claims, damages, liabilities, fines, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) the Client’s unlawful or unauthorised use of the Services; (b) any workplace monitoring, employment, works council, union, or employee representative claims; (c) the Client’s failure to comply with applicable laws (including labour, telecom, export, and privacy laws); (d) the Client’s deployment environment, installation, site safety, or physical security; and (e) any access granted by the Client to Partners or third parties, including misuse of data in third-party systems.

28.2 Process. TAQT shall promptly notify the Client of the claim (where legally permitted). The Client shall control the defence and settlement, provided that no settlement admitting fault or imposing obligations on TAQT may be entered without TAQT’s prior written consent (not unreasonably withheld).

28.3 Mitigation. Each Party shall use reasonable efforts to mitigate losses arising from any indemnified claim.

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Article 29 - Termination

29.1 Termination for Cause. Either Party may terminate in case of material breach (30-day remedy) or insolvency. For clarity, service interruptions excluded under Article 7.2, Article 20.3, and Article 33 (Force Majeure) shall not constitute a material breach by TAQT.

29.2 Immediate Termination by TAQT. TAQT may terminate the Agreement with immediate effect by Notice (Article 34) where TAQT reasonably determines that such termination is necessary to protect TAQT Infrastructure, the security of the Services, TAQT’s business interests, or third parties, including in the event of: (a) repeated or material non-payment; (b) fraud, attempted fraud, or abusive use of the Services; (c) material breach of the Acceptable Use obligations; (d) unauthorised access to, tampering with, or attempted compromise of TAQT Infrastructure, Devices, firmware, or security measures; (e) a cybersecurity incident originating from the Client environment that creates a material risk to TAQT or other customers; (f) use of the Services that exposes TAQT to material regulatory, sanctions, telecom, labour, or reputational risk; or (g) the Client’s insolvency or similar proceedings where permitted by law. Termination is without prejudice to TAQT’s right to invoice all amounts due and to apply the effects of termination.

29.3 Effects. Access ceases, all sums become due, and no amounts are refundable. Termination shall have no retroactive effect on accrued payment obligations.

29.4 Survival. Provisions regarding liability, indemnification, IP, and governing law survive termination.

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Article 30 - Term, Renewal and Non-Renewal

30.1 Initial Term. The Agreement begins on the Effective Date (default 12 months).

30.2 Renewal. The Agreement automatically renews for successive periods equal to the Initial Term.

30.3 Non-Renewal Notice. Either Party may prevent renewal by providing at least thirty (30) days’ Notice (Article 34).

30.4 Committed Terms. Committed terms or device quantities are non-cancellable by the Client.

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Article 31 - Export Compliance & Sanctions

31.1 Laws. The Client shall comply with export control laws, trade sanctions, and embargo regimes.

31.2 Prohibited Uses. The Client shall not deploy Solutions in sanctioned territories or for prohibited end users.

31.3 Local Compliance. The Client is solely responsible for ensuring telecom legality and radio certification in the deployment territory.

31.4 Indemnification. The Client shall indemnify TAQT for liabilities arising from unlawful deployment.

31.5 Restrictions. TAQT may restrict deployment in territories where legal or security constraints make provision impracticable.

31.6 Regulatory Certifications & Local Compliance. TAQT Devices may hold certain regulatory certifications or approvals (including, without limitation, FCC, IC, CE, or equivalent). Such certifications are issued for specific jurisdictions and do not constitute a representation or warranty of compliance in all deployment territories. The Client, or where applicable the importer of record, is solely responsible for ensuring that the importation, deployment, installation, and operation of the Devices comply with all applicable local laws, regulatory requirements, spectrum rules, product approvals, and certification obligations in the country of use. TAQT shall not be liable for any restriction, prohibition, recall, fine, or regulatory action resulting from the importation, deployment, or use of the Devices in a jurisdiction where additional approvals, filings, or authorisations are required.

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Article 32 - Taxes, Import & Duties

32.1 Pricing. All prices are exclusive of VAT, duties, and local taxes.

32.2 Import. The Client is importer of record and bears all duties and compliance costs.

32.3 Operational Taxes. Taxes arising from use of infrastructure remain the Client’s responsibility.

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Article 33 - Force Majeure

33.1 Definition. “Force Majeure Event” means any event beyond the reasonable control of a Party, including without limitation: major telecom operator outages, public network failures, power grid failures, cloud provider outages, natural disasters, war, terrorism, riots, epidemics/pandemics, government actions, embargoes, systemic shortages of raw materials or electronic components (including semi-conductors), shortages of transportation, and strikes or labour disturbances (excluding strikes affecting the invoking Party’s own personnel).

33.2 Suspension of Performance. The affected Party shall not be liable for any delay or failure to perform its obligations (other than payment obligations) to the extent caused by a Force Majeure Event. Performance shall be suspended for the duration of the Force Majeure Event.

33.3 Notification & Mitigation. The affected Party shall use reasonable efforts to notify the other Party promptly and to mitigate the effects of the Force Majeure Event.

33.4 Prolonged Force Majeure. If a Force Majeure Event continues for more than sixty (60) consecutive days and materially prevents performance, either Party may terminate the affected Services by Notice (Article 34) without penalty, except that amounts accrued prior to termination remain due.

Article 34 - Notices

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34.1 Form.  Any notice or communication required under the Agreement (“Notice”) shall be made in writing and sent by email. For notices relating to termination or suspension for non-payment, such Notices may validly be made by email alone, unless otherwise required by applicable law. Where required by applicable law, a Notice may additionally be sent by registered letter or reputable courier.

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34.2 Deemed Receipt. Notices shall be deemed received:

(a) for email: at the time the message becomes accessible in the recipient’s mailbox or server, provided no delivery failure notification is received. If the email is sent outside normal business hours in the place of the recipient, it shall be deemed received on the next Business Day; and

(b) for registered letter or courier: upon documented delivery confirmation.

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34.3 Addresses. Notices shall be sent to the addresses and contact emails stated in the Order Form. Either Party may update its notice details by Notice. In case of conflict, the notice details in the most recent Order Form prevail.

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34.4 Language. Notices shall be written in English, unless a Regional Addendum mandates a local language.

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Article 35 - Assignment, Subcontracting & Change of Control

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35.1 Subcontracting. TAQT may subcontract all or part of the Services (including hosting, telecom, logistics, support) to qualified subcontractors. TAQT remains responsible for its subcontractors’ performance of TAQT obligations under the Agreement.

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35.2 Assignment by TAQT. TAQT may assign or transfer the Agreement, in whole or in part, to any member of the TAQT Group or to a successor in connection with a merger, reorganisation, sale of substantially all assets, or change of control, by Notice to the Client.

35.3 Assignment by Client. The Client may not assign or transfer the Agreement without TAQT’s prior written consent (not unreasonably withheld). Any attempted assignment in violation of this Article is void.

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35.4 Binding Effect. The Agreement binds and benefits permitted successors and assigns.

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Article 36 - Publicity & Trademark Use

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36.1 No Publicity Without Consent. Unless otherwise agreed in the Order Form, neither Party may use the other Party’s name, logos, trademarks, or a description of the relationship in external communications without prior written consent.

36.2 Exceptions. Either Party may disclose the existence of the relationship where required by law, stock exchange rules, investor due diligence, or to professional advisers under confidentiality. Any such disclosure shall not be used for marketing purposes and shall be limited to what is strictly necessary.

36.3 No Implied Endorsement. Any permitted reference must not imply endorsement, certification, or partnership beyond the scope of the Agreement.

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Article 37 - Changes to Services & Documentation

37.1 Evolution. TAQT may update or modify Devices, firmware, security measures, technical protocols, APIs, dashboards, documentation, and operational processes to maintain security, compliance, and performance, provided the core functionality of the Services remains materially available.

37.2 No Material Reduction. TAQT will not materially reduce core functionality of the Services during a paid subscription term without providing a commercially reasonable alternative.

37.3 Terms & Pricing Changes. Any change to pricing, committed terms, liability allocations, or other material legal terms requires an amendment via Order Form, MSA, or written agreement signed by both Parties.

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Article 38 - Entire Agreement; Severability; Waiver

38.1 Entire Agreement. The Agreement constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior discussions or agreements.

38.2 Severability. If any provision is held invalid or unenforceable, the remainder remains in effect, and the Parties shall replace the invalid provision with a valid one reflecting the original intent as closely as possible.

38.3 Waiver. Failure to enforce any provision does not constitute a waiver. Any waiver must be in writing.

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38.4 No Reliance. Each Party acknowledges that it has not relied on any representation, warranty, or statement not expressly set out in the Agreement when entering into it. Without limitation, the Client acknowledges that it has not relied on any product roadmap, future feature statements, or non-binding performance indications outside the Agreement.

Article 39 - Governing Law & Jurisdiction

39.1 Principles. Governing law depends on the contracting TAQT entity (France: French Law; US/Canada: Montana Law; UK: English Law; Germany/DACH: German Law). Regional addenda may override this clause where mandatory law applies. For UAE deployments, the UAE Free Zone Addendum (DIFC Law) shall apply.

39.2 Jurisdiction. Jurisdiction is defined by the applicable Regional Addendum. In the absence of such addendum, disputes shall fall under the competent courts of the contracting TAQT entity.

39.3 Emergency Relief. TAQT may seek injunctive relief in any competent jurisdiction to protect infrastructure or IP.

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Article 40 - Order Form & Agreement Execution

40.1 Acceptance of the Agreement. By signing an Order Form, the Client expressly acknowledges having read, understood, and accepted the TAQT Global Terms & Conditions and all associated documents listed in Article 3 (Contractual Structure & Order of Precedence), which are incorporated by reference and form an integral part of this Agreement.

40.2 Content. The Order Form identifies the specific commercial terms of the transaction, including device models, quantities, purchase or rental selection, pricing, subscription terms, deployment scope, and the specific contracting TAQT Entity.

40.3 Binding Legal Effect. The execution of an Order Form constitutes a binding contractual commitment. It triggers (a) the activation of billing obligations, (b) the transfer of risk (per Article 9.4), and (c) the commencement of the provisioning and deployment process.

40.4 Conflicts. In accordance with the priority rules set out in Article 3, any specific commercial conditions or derogations expressly written in the Order Form shall prevail over these Global Terms.

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Article 41 - Master Services Agreement

41.1 Purpose. An MSA may govern global rollouts, security frameworks, and negotiated pricing models for enterprise clients.

41.2 Precedence. Where an MSA exists, it prevails over these Terms for negotiated provisions only.

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Article 42 - Regional Legal Addenda

42.1 Applicability. Regional addenda apply for specific territories (US, UK, Germany, France) to ensure local compliance.

42.2 Precedence. Addenda apply only to relevant deployments and override conflicting global terms where required by mandatory law.

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Article 43 - Data Processing Agreement 

43.1 Privacy Governance. The DPA governs personal data processing and forms an integral part of the Agreement. 

43.2 Security Framework. TAQT implements the technical and organizational security measures described in Appendix 2 of the DPA to ensure the protection and confidentiality of processed data. 

43.3 Precedence. The DPA and its Appendices prevail over these Terms for all privacy and data security matters.

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Article 44 - Service Level Agreement

44.1 Best Efforts. Unless expressly agreed, Services are provided on a best-efforts basis. No service levels or credits apply without an SLA.

44.2 Framework. An SLA may define response times and uptime targets. The detailed framework is set out in Annex 1.

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Article 45 - Partner Ecosystem Model

45.1 Framework. Partners operate under separate contracts that do not alter the Client’s obligations under these Terms.

45.2 Independence. Partners act independently; TAQT is not party to client-partner relationships.

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Article 46 - Self-Service Model

46.1 Onboarding. Clients may subscribe via online onboarding, device activation or platform registration.

46.2 Binding Nature. Self-service clients remain fully bound by these Terms, payment obligations and deployment responsibilities.

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Article 47 - Global Deployment

47.1 Compliance. The Client is responsible for local legal compliance, labor laws, and telecom certifications across multiple sites and legal entities.

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Article 48 - Proof of Concept (POC) & Pilots 

48.1 Nature of POC. Where the Order Form specifies a "POC," "Pilot," or "Trial" period, the Services are provided for the sole purpose of evaluation.

48.2 Duration. At the end of the POC period, the Agreement shall automatically transition into a standard subscription for the term specified in the Order Form, unless the Client provides Notice of non-conversion at least seven (7) days before the POC end date.

48.3 Limited Warranty. Notwithstanding Article 16, POC Services are provided "AS IS" with no guarantee of performance levels. TAQT reserves the right to terminate a POC at any time for technical or strategic reasons with three (3) days' notice.

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Section - Principles 

The following principles summarize the core operating model of TAQT. They are provided for clarity and interpretative guidance. In the event of any conflict between these Principles and the Articles of the Agreement, the Articles shall prevail.

Principle 1 - Infrastructure Positioning. TAQT acts solely as a Field Data Infrastructure Provider. It provides the hardware and transmission "pipes," not the business logic or industry-specific analytics.

Principle 2 - Hardware + Connectivity Model. Connectivity is an essential infrastructure component. Subscriptions are attached to the hardware; therefore, subscriptions apply per Active Device.

Principle 3 - Device Lifecycle Governance. A Device remains billable as an Active Device from delivery until it is formally deactivated (purchase model) or physically returned and accepted by TAQT (rental model).

Principle 4 - Infrastructure Evolution. TAQT may evolve its hardware, firmware, and protocols to maintain security and performance, provided core functionality remains available to the Client.

Principle 5 - Shared Responsibility Model. Security and performance are a joint effort. TAQT secures the "Infrastructure" layer (firmware, routing, transmission), while the Client manages the "Operational" layer (mounting, battery maintenance, and data interpretation).

Principle 6 - Administrative Governance. Provisions regarding notices, assignments, and survival are governed by the specific administrative articles of this Agreement.

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UNITED STATES REGIONAL ADDENDUM

To the TAQT Global Terms & Conditions

This United States Addendum (“US Addendum”) applies where the Client’s principal place of business is located in the United States or Canada, or where Services are deployed primarily in such territories. It prevails over conflicting provisions of the Global Terms solely to the extent required for U.S. legal compliance.

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Article 1 - Contracting Entity

1.1 Identification. The contracting entity shall be Taqt Americas Corp, 690 S.W. Higgins, Ste. D, Missoula, MT 59803, United States.

1.2 Responsibility. Taqt Americas Corp is solely responsible for contracting, invoicing, delivery of Services, and the U.S. regulatory interface.

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Article 2 - Governing Law & Dispute Resolution

2.1 Governing Law. The Agreement shall be governed by the laws of the State of Montana, excluding conflict-of-law rules.

2.2 Binding Arbitration. Any dispute, claim, or controversy shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The seat of arbitration shall be Montana, United States, and the language shall be English.

2.3 Arbitrator. The arbitration shall be conducted before one (1) arbitrator, unless the Parties agree otherwise.

2.4 Jury Trial & Class Action Waiver. To the maximum extent permitted by law, the Parties waive any right to trial by jury. The Client agrees that disputes shall be resolved individually and not as part of class actions, collective actions, or representative proceedings.

2.5 Injunctive Relief. Notwithstanding the arbitration requirement, either Party may seek temporary or injunctive relief in any court of competent jurisdiction to protect its intellectual property, confidential information, or the security and integrity of TAQT Infrastructure, without waiving arbitration for the merits.

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Article 3 - Liability & Warranty Disclaimers

3.1 Limitation of Liability. All limitations of liability in the Global Terms apply to the fullest extent permitted under U.S. law. The Parties agree that pricing reflects the allocation of risk and that liability caps are commercially essential.

3.2 Disclaimer of Warranties. Services are provided “AS IS” and “AS AVAILABLE.” TAQT DISCLAIMS all implied warranties of merchantability, fitness for a particular purpose, non-infringement, and uninterrupted availability.

3.3 UCC Application. To the extent applicable, hardware supply falls under Article 2 of the Uniform Commercial Code (UCC). The Agreement prevails over UCC default provisions to the extent permitted by law.

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Article 4 - Regulatory & Compliance

4.1 Export Control. The Client shall comply with U.S. Export Administration Regulations (EAR), OFAC sanctions, and international trade restrictions. The Client shall not export to prohibited jurisdictions or provide access to sanctioned entities.

4.2 Telecom & Radio. The Client is responsible for compliance with FCC requirements, spectrum usage, and site deployment permissions. Taqt does not act as a telecom operator.

4.3 Government Use. Where Services are used by U.S. public entities, FAR/DFARS may apply. Equipment and infrastructure are provided as “Commercial Items.”

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Article 5 - Privacy & Data Responsibility

5.1 Data Positioning. Taqt acts as an infrastructure provider and technical data transmission enabler. It does not determine the purpose of data processing or workforce monitoring policies.

5.2 State Privacy Laws. The Client is solely responsible for compliance with the California Consumer Privacy Act (CCPA/CPRA), state biometric laws, and state workforce monitoring rules. Taqt shall not be liable for unlawful monitoring or failure to obtain consent.

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Article 6 - General Provisions

6.1 Indemnification. The Client shall indemnify Taqt against claims relating to employment disputes, surveillance allegations, union complaints, or regulatory investigations.

6.2 Survival. The arbitration clause, liability limitations, indemnification, and data responsibilities survive termination.

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UNITED KINGDOM REGIONAL ADDENDUM

To the TAQT Global Terms & Conditions

This United Kingdom Addendum (“UK Addendum”) applies where the Client’s principal place of business is in the UK or Services are deployed primarily in the UK.

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Article 1 - Contracting Entity

1.1 Identification. The contracting entity shall be Taqt UK & Ireland, Westpoint, 4 Redheughs Rigg, South Gyle, Edinburgh EH12 9DQ, United Kingdom.

1.2 Responsibility. This entity is solely responsible for contracting, invoicing, and the UK regulatory interface.

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Article 2 - Governing Law & Jurisdiction

2.1 Governing Law. Notwithstanding the place of incorporation of the contracting entity, the Agreement shall be governed by the laws of England and Wales, which the Parties expressly agree as the applicable commercial law framework.

2.2 Jurisdiction. Any dispute shall fall under the exclusive jurisdiction of the courts of England and Wales.

2.3 Territorial Scope. This Addendum applies to deployments in England, Wales, Scotland, and Northern Ireland. References to UK law include applicable regulatory frameworks in each jurisdiction, where mandatory.

2.4 Commercial Nature. Services are supplied strictly in a business-to-business context. Consumer protection legislation shall not apply.

2.5 Republic of Ireland. Deployments in the Republic of Ireland are governed by the law of the contracting TAQT entity and applicable European Union law, unless a specific regional addendum applies.

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Article 3 - Data Protection & Workforce Monitoring

3.1 Framework. Where personal data is processed, the UK GDPR, Data Protection Act 2018, and ICO regulatory framework apply. The DPA governs all processing.

3.2 Roles. The Client acts as data controller. Taqt acts as infrastructure provider and data processor. Taqt does not determine monitoring policies or retention frameworks.

3.3 Workforce Monitoring. The Client is solely responsible for compliance with employee monitoring rules, transparency obligations, and lawful basis duties, including ICO guidance and the Employment Practices Code.

3.4 Consultations. The Client is responsible for consultation obligations with works councils or employee representatives.

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Article 4 - Liability & Compliance

4.1 Limitation of Liability. Liability limitations apply subject to the Unfair Contract Terms Act 1977. Risk allocation reflects pricing, and exclusions of indirect damages are reasonable.

4.2 Excluded Damages. Taqt shall not be liable for loss of profit, revenue, anticipated savings, reputational damage, or business interruption.

4.3 Health & Safety. The Client is solely responsible for installation safety, device mounting, and compliance with all local safety standards (including battery safety and electrical environment protocols). Taqt is not liable for physical incidents, property damage, or injuries resulting from improper installation or the Client's choice of mounting location.

4.4 Statutory Compliance. The Parties agree that the limitations of liability in the Agreement satisfy the requirement of reasonableness under the Unfair Contract Terms Act 1977.

4.5 Exclusion of Implied Terms. To the fullest extent permitted by law, all conditions, warranties, and other terms implied by statute (including sections 13 to 15 of the Sale of Goods Act 1979) or common law are excluded.

Article 5 - Third Party Rights 

5.1 Exclusion. A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.

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GERMANY REGIONAL ADDENDUM

To the TAQT Global Terms & Conditions

This Germany Addendum (“German Addendum”) applies to deployments in Germany or where the Client is based in Germany.

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Article 1 - Contracting Entity

1.1 Identification. The contracting entity shall be Taqt GmbH, Kurfürstendamm 182, 10707 Berlin, Germany.

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Article 2 - Governing Law & Jurisdiction

2.1 Law. The Agreement shall be governed by the laws of the Federal Republic of Germany.

2.2 Jurisdiction. Exclusive jurisdiction shall lie with the competent commercial courts at Berlin, Germany.

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Article 3 - Labor Law & Works Councils

3.1 Works Council (Betriebsrat). The Client is solely responsible for Betriebsrat consultation, co-determination procedures, and employee transparency. Taqt shall not participate in labor negotiations.

3.2 Monitoring Liability. The Client is solely responsible for compliance with proportionality principles and legitimate interest assessments regarding employee monitoring. Taqt bears no liability for unlawful surveillance.

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Article 4 - Limitation of Liability (German Standards)

4.1 Mandatory Liability. Taqt remains liable without limitation only for intent (Vorsatz), gross negligence (grobe Fahrlässigkeit), personal injury, and mandatory product liability.

4.2 Limited Liability. In all other cases, liability is limited to the amounts paid by the Client during the twelve (12) months preceding the claim.

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FRANCE REGIONAL ADDENDUM

To the TAQT Global Terms & Conditions

This France Addendum (“French Addendum”) applies to deployments in France or where the Client is based in France.

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Article 1 - Contracting Entity & Jurisdiction

1.1 Identification. The contracting entity shall be TAQT France, Le Britannia - Allée C, Floor 7, 20 Boulevard Eugène Deruelle, 69003 Lyon, France (or Taqt Solutions if specified).

1.2 Jurisdiction. Any dispute shall fall under the exclusive jurisdiction of the Paris Commercial Court (Tribunal de commerce de Paris). The language of the proceedings shall be French.

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Article 2 - Labor Law & CNIL Compliance

2.1 Labor Law. The Client is solely responsible for compliance with French labor law (Code du travail), CNIL requirements, and proportionality principles regarding workplace monitoring.

2.2 Social Dialogue. The Client is responsible for the consultation of employee representative bodies (CSE). Taqt shall not participate in social dialogue processes.

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Article 3 - Financial & Environmental Obligations

3.1 Late Payment. Late payment penalties accrue automatically at the rate applicable under Article L.441-10 of the French Commercial Code, plus a fixed recovery indemnity of forty (40) euros per overdue invoice.

3.2 Environment & Recycling. In accordance with applicable French environmental regulations (including WEEE/AGEC where applicable), TAQT France maintains the required producer registrations and compliance arrangements. The Client shall comply with local sorting, collection, and recycling obligations for end-of-life Devices.

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Article 4 - Liability

4.1 Plafond. Subject to mandatory French law, TAQT’s total liability shall not exceed the amounts paid by the Client during the twelve (12) months preceding the claim. This applies to contractual, tort, and negligence claims.

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SECURITY & COMPLIANCE ADDENDUM

To the TAQT Global Terms & Conditions

This Security Addendum defines the framework and allocation of responsibilities relating to infrastructure, data, and device security. It prevails over conflicting provisions where required for security or regulatory compliance.

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Article 1 - Infrastructure Security & Governance

1.1 Positioning. TAQT operates as a Field Data Infrastructure Provider. Security is designed according to infrastructure-grade principles, distributed device environments, and real-world deployment constraints.

1.2 Governance. TAQT maintains an internal governance framework including information security policies, access control, incident response, and vulnerability management. Measures evolve continuously and may change without contractual amendment.

1.3 Third-Party Security. TAQT relies on third-party providers (cloud, telecom). TAQT shall not be liable for third-party failures, breaches, or telecom outages.

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Article 2 - Shared Responsibility Model

2.1 TAQT Responsibilities. TAQT is responsible for infrastructure security architecture, device firmware security, platform access controls, transmission security mechanisms, and monitoring infrastructure-level threats.

2.2 Client Responsibilities. The Client is responsible for deployment environments, physical protection of devices, internal network security, user access governance, and workforce monitoring frameworks. TAQT is not liable for incidents originating from Client environments.

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Article 3 - Access & Device Security

3.1 Access Control. TAQT implements authentication controls and role-based access. The Client remains responsible for user provisioning, credential protection, and internal access rights.

3.2 Physical Security. TAQT implements firmware integrity and update mechanisms. TAQT shall not be liable for risks resulting from theft, tampering, physical damage, or improper mounting.

3.3 Transmission. TAQT implements safeguards for transmission channels, but data flow depends on telecom operators and public networks. TAQT does not guarantee the absence of interception risks on third-party networks.

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Article 4 - Incident & Vulnerability Management

4.1 Incident Response. In case of an infrastructure incident, TAQT will investigate and notify the Client where required. Where required by applicable law, TAQT will notify the Client of a personal data incident without undue delay after becoming aware of it, and will use reasonable efforts to provide an initial notification within forty-eight (48) hours, subject to the availability of relevant information. In the event of a confirmed personal data breach, TAQT shall notify the Client (or the Partner, as applicable) within 48 hours of becoming aware of the incident, in accordance with the timelines specified in the DPA.

4.2 Client Obligations. The Client must immediately notify TAQT of compromised credentials, device breaches, or suspected attacks linked to the Client environment.

4.3 Vulnerabilities. TAQT performs vulnerability monitoring and patching. No guarantee is provided regarding zero vulnerabilities or immediate remediation timelines.

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Article 5 - Audits & Compliance

5.1 Compliance Framework. Infrastructure aligns with GDPR principles and industry standards. The Client is responsible for certifying compliance with sector-specific or national monitoring laws.

5.2 Audits. Any audit rights must be agreed in an MSA or DPA, limited to once per year (unless incident-driven), conducted at the Client’s cost, and must not unreasonably disrupt TAQT operations.

5.3 Limitation of Security Liability. TAQT is not liable for breaches resulting from Client negligence in credential management, failure to implement MFA, or accidental exposure of API keys by the Client.

UAE FREE ZONE ADDENDUM

(Dubai Silicon Oasis – DIFC Law)
To the TAQT Global Terms & Conditions

This UAE Free Zone Addendum (“UAE Addendum”) applies where the Client’s principal place of business is located in the United Arab Emirates, where Services are deployed in the UAE, or where the contracting TAQT entity operates from a UAE Free Zone, including Dubai Silicon Oasis. It prevails over conflicting provisions of the Global Terms solely to the extent required for UAE legal and regulatory compliance.

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Article 1 - Contracting Entity

1.1 Identification. The contracting entity shall be Taqt MEA, established in Dubai Silicon Oasis (Economic Zone for Knowledge), Dubai, United Arab Emirates, unless otherwise specified in the applicable Order Form.

1.2 Responsibility. This entity is solely responsible for contracting, invoicing, and regional commercial operations in the Middle East.

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Article 2 - Governing Law & Jurisdiction

2.1 Governing Law. The Agreement shall be governed by the laws and regulations of the Dubai International Financial Centre (DIFC).

2.2 Jurisdiction. Any dispute arising out of or in connection with the Agreement shall fall under the exclusive jurisdiction of the DIFC Courts.

2.3 Language. The Agreement shall be interpreted in English.

2.4 Public Policy. Nothing in the Agreement shall operate to exclude or limit the application of mandatory public policy rules of the United Arab Emirates where such rules apply.

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Article 3 - Regulatory Positioning & Telecom Status

3.1 Infrastructure Provider. TAQT operates as a technology and infrastructure provider and does not act as a licensed telecommunications operator in the UAE.

3.2 No Telecom Representation. Nothing in the Agreement shall be interpreted as TAQT providing regulated telecommunications services within the meaning of UAE telecom regulations.

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Article 4 — Device Certifications & Import Compliance

4.1 Existing Certifications. TAQT Devices may hold international certifications (including CE, FCC, IC or equivalents), which are issued for specific jurisdictions and do not guarantee automatic compliance within the UAE.

4.2 Local Compliance Responsibility. The Client, or where applicable the importer of record, is solely responsible for ensuring that the importation, certification, deployment, installation, and operation of Devices comply with all applicable UAE regulations, including TDRA, customs, spectrum, and product conformity requirements.

4.3 No Liability. TAQT shall not be liable for regulatory refusal, import restrictions, fines, or operational limitations arising from local non-compliance.

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Article 5 — Data & Cross-Border Transfers

5.1 Infrastructure Role. TAQT acts solely as an infrastructure provider and technical data transmission enabler.

5.2 Cross-Border Transfers. The Client acknowledges and agrees that Client Data may be transmitted, processed, and stored outside the UAE as part of normal infrastructure operations.

5.3 Compliance Responsibility. The Client is responsible for ensuring that its deployment complies with UAE data protection and sector-specific data localisation rules where applicable.

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Article 6 — Workforce Monitoring & Labour Compliance

6.1 Client Responsibility. The Client is solely responsible for compliance with UAE labour laws, employee monitoring rules, transparency obligations, and internal policies.

6.2 No HR Positioning. TAQT does not determine monitoring policies, HR frameworks, or employment compliance obligations.

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Article 7 — Importer of Record

7.1 Responsibility. Unless otherwise expressly agreed in writing, the Client acts as importer of record for all Devices delivered into the UAE and bears all customs, duties, certification, and regulatory compliance obligations.

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Article 8 — Limitation of Liability

8.1 Applicability. The limitation of liability and exclusions set out in the Global Terms apply to the fullest extent permitted under DIFC law and applicable UAE regulations.

8.2 Mandatory Law. Nothing shall exclude liability where such exclusion is prohibited under mandatory UAE law.

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Article 9 — Survival

The provisions relating to governing law, telecom positioning, regulatory compliance, liability allocation, and data transfers shall survive termination.

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PARTNER ECOSYSTEM ADDENDUM

To the TAQT Global Terms & Conditions

This Addendum governs the role and limitations applicable when Services are deployed, distributed, integrated, or operated through Partners (integrators, resellers, distributors, or consultants).

Article 1 - Partner Ecosystem & Independence 

1.1 Independent Entities. Partners act independently and are not agents, partners, or legal representatives of TAQT. Only agreements signed directly by TAQT bind TAQT. 

1.2 Separate Contracts. Any agreement between the Client and a Partner is strictly between those two parties. TAQT is not a party to such agreements and is not bound by any commitments, warranties, or service levels offered by the Partner. 

1.3 No Software Publisher Status. TAQT shall not be considered a software editor or SaaS provider in relation to Partner solutions. All software layers (SaaS, AI, analytics) belong to the Partners.

Article 2 - Operational Shared Responsibility 

2.1 Delegation of Operational Duties. Under the Shared Responsibility Model (Article 2.4), the Client may delegate its "Operational" responsibilities (installation, site validation, commissioning, battery replacement) to a Partner. 

2.2 TAQT Disclaimer. Where deployment or maintenance is carried out by Partners, TAQT shall not be liable for: (a) installation defects or improper mounting; (b) configuration errors; (c) delays in deployment; or (d) failure in site-level operational integrity. For clarity, any Partner performing Operational duties acts under the Client’s responsibility, and the Client remains fully liable for such Partner’s acts and omissions.

2.3 Representations. Partners shall not make commitments on behalf of TAQT, offer infrastructure guarantees, or negotiate TAQT’s liability terms.

Article 3 - Data, Integrations & Liability 

3.1 Value-Added Services. Partners may provide additional software layers. TAQT’s responsibility is limited to the "Infrastructure" (data transmission). TAQT does not certify, audit, or guarantee the accuracy of insights or automated decisions produced by Partners. 

3.2 Data Access. The Client is responsible for the access rights it grants to Partners via TAQT APIs. TAQT is not liable for data breaches or misuse occurring within the Partner’s systems. This includes, without limitation, misuse or exposure of API keys, tokens, credentials, or access rights managed by the Client or its Partners.

3.3 Marketplace. TAQT may reference Partners in marketplaces or directories. Such listing does not constitute endorsement and does not create liability for TAQT.

Article 4 - Performance & Evolution 

4.1 No Liability for Partner Default. TAQT is not responsible for a Partner’s failure to perform. A dispute between the Client and a Partner does not entitle the Client to withhold, offset, or delay payments due to TAQT under Article 13. For clarity, Article 13.7 (no set-off) applies.

4.2 Revocation. TAQT may suspend integrations or revoke Partner access if Partner activity creates security risks, legal exposure, or infrastructure instability. 

4.3 Evolution. TAQT may add or remove Partners from its ecosystem without requiring Client approval.

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GLOBAL ORDER FORM - TAQT

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1 - Contract Identification

• Order Form ID: [ID Number]
• Effective Date: [Date]
• TAQT Entity: [The TAQT contracting entity identified in accordance with Article 4.2]
• Client Entity: [Legal Name, Address, VAT ID]

2 - Deployment Scope

• Countries: [List Countries]
• Sites: [List Sites/Locations]
• Timeline: [Estimated Rollout Date]
• Incoterm (Delivery): [As per Incoterms® 2020 - e.g., DAP / EXW]

3 - Commercial Terms

• Devices: [Model, Quantity, Purchase or Rental model]
• Connectivity: [Required / Not Applicable]
• Subscription: [Price per Active Device per Year/Month]
• Commitment: [Initial Term - e.g., 12, 24, or 36 months]
• Currency: [Invoicing Currency - e.g., EUR / USD / GBP]
• Billing: [Frequency and Payment Terms]

4 - Services & Support

• SLA: [Standard / As per Annex 1 / Specific]
• Partner: [Partner Name / Role, if applicable]

5 - Signature

By signing this Order Form, the Client expressly acknowledges having read, understood, and accepted the entire Agreement, which is comprised of:

1. This Order Form (including any specific commercial conditions);
2. The TAQT Global Terms & Conditions;
3. The Regional Addendum applicable to the territory of the contracting TAQT Entity;
4. The Data Processing Agreement (DPA) and its Appendices;
5. The Service Level Agreement (SLA), if referenced above.

In accordance with Article 3.3 of the Global Terms, this Agreement prevails over any general terms and conditions issued by the Client, even if TAQT performs the Services without raising a specific objection.

For the Client
Name :
Title :
Date :
Signature : 

For the Taqt Entity
Name :
Title :
Date :
Signature : 

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ANNEX 1 - SERVICE LEVEL AGREEMENT (SLA)

This SLA defines the operational framework and support targets for the Services. It applies only if expressly referenced in an Order Form or MSA.

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Article 1 - Purpose and Nature of the Services

1.1 Positioning. TAQT provides infrastructure services (Devices, Connectivity, interfaces, and data routing). The Services are not application-layer SaaS services. Performance depends on third-party networks, site conditions, power supply, and Client configuration.

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Article 2 - Scope and Applicability

2.1 Non-Penalty Nature. Unless expressly stated otherwise, this SLA defines operational targets only and does not create strict uptime guarantees or automatic financial penalties. This SLA does not constitute a guarantee of service availability.

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Article 3 - Availability Objective

3.1 Target. TAQT targets an indicative monthly infrastructure operational readiness of 98% to 99%.

3.2 Exclusions. This objective excludes downtime or degradation caused by: (a) telecom or ISP outages; (b) power failures or site conditions; (c) Client misconfiguration or improper installation; (d) third-party integrations; (e) maintenance; or (f) Force Majeure.

3.3 Batteries & Operational Maintenance. Battery replacement is an operational maintenance task and remains the sole responsibility of the Client. A failure to replace batteries or a loss of service resulting from depleted batteries shall not constitute service downtime or a breach of the availability objectives set forth in Article 3 of this SLA.

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3.4 Virtual Assets Target. For Virtual Assets, the Service Level Objective applies strictly to the availability of the TAQT-hosted web-form interface, excluding any issues related to the User’s mobile network, data plan, or device performance.

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Article 4 - Connectivity Dependency

4.1 Third-Party Networks. Connectivity Services rely on third-party operators and network coverage. TAQT does not guarantee uninterrupted connectivity, real-time transmission, or zero packet loss.

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Article 5 - Incident Severity Levels

5.1 Classification:

• Severity 1 (Critical): Systemic infrastructure outage preventing device communication at scale.
• Severity 2 (Major): Significant degradation affecting a substantial subset of devices or services.
• Severity 3 (Standard): Isolated device/site issues or limited functional impact.
• Severity 4 (Minor/Request): Questions, configuration assistance, or minor issues.

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Article 6 - Response Targets

6.1 Best Efforts. Initial response targets (Business Days) are:

• Severity 1: Within 12 business hours.
• Severity 2: Within 1 business day.
• Severity 3: Within 2 business days.
• Severity 4: Within 5 business days.

Business hours are defined as 09:00 to 18:00, Monday through Friday, excluding public holidays, according to the local time of the contracting TAQT Entity (e.g., CET/CEST for TAQT France and GmbH; GMT/BST for TAQT UK; MST/MDT for TAQT Americas Corp).

6.2 Dependencies. These are targets only and may be affected by incident complexity and external dependencies.

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Article 7 - Resolution & Maintenance

7.1 Resolution Principle. TAQT will use reasonable efforts to investigate incidents and restore functionality where feasible. Resolution times are not guaranteed.

7.2 Maintenance. TAQT may perform scheduled or emergency maintenance and firmware updates. Where reasonably practicable, TAQT will provide prior notice for scheduled maintenance. Maintenance may temporarily affect the Services.

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Article 8 - Support & Escalation

8.1 Channels. Support channels and escalation paths are those stated in the Order Form or TAQT support processes. Partner-managed support may apply where the Client purchases via an authorized Partner.

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Article 9 - Client Responsibilities

9.1 SLA Conditions. Targets depend on proper deployment. The Client is responsible for site conditions, mounting, power, network availability, and internal security. SLA targets do not apply where issues arise from Client-controlled environments.

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Article 10 - Service Credits and Limitations

10.1 Financial Remedies. Unless expressly agreed in writing, no service credits or financial remedies apply under this SLA.

10.2 Risk Allocation. This SLA does not modify the limitation of liability or exclusions of damages set out in the Global Terms.

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Article 11 - SLA Evolution

11.1 Updates. TAQT may update operational processes and monitoring tools. Updates to this SLA will follow the standard contract amendment process.

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APPENDIX 1: DESCRIPTION OF DATA PROCESSING

This Appendix defines the technical and operational scope of the processing activities performed by TAQT Group as a Processor or Sub-processor (as applicable under the DPA and the commercial model).

1. Categories of Data Subjects

• End Users: Employees and staff of the Client using the Solution.
• Administrators: Client or Partner personnel in charge of the technical management of the Solution.

2. Categories of Personal Data Processed

Categories

Specific Data Types

Identity (Users)

Unique technical identifier (ID), Last Name, First Name (if not anonymized by the Partner).

Professional Life

Contract start and end dates, clock-in/clock-out times, and presence data.

Connection Data

IP addresses (server logs), technical activity logs, Device identifiers.

Contact (Admins)

Last Name, First Name, professional email address, Company name, login credentials.

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3. Nature and Purpose of Processing

The processing consists of the collection (via Devices or QR Codes), secure transmission, hosting, and transmission and routing of Field Data on behalf of the Client.

• Primary Purposes: Infrastructure operation and supervision, including secure transmission and routing of Field Data, device fleet supervision, and service performance monitoring.
• Secondary Purposes: Level 2 technical support, preventive maintenance of the device fleet, and security/performance monitoring.

Such professional life attributes (e.g., contract start/end dates) are processed solely as client-provided reference data required for routing, synchronization, and infrastructure operation, and are not used by TAQT for HR analytics, workforce decisioning, or compliance purposes.

4. Duration of Processing and Retention

• Processing Duration: Processing continues for the duration of the Agreement applicable to the Services, whether entered into directly with the Client or, where applicable, via a Partner acting as the primary Processor.
• Post-Termination Retention: Unless otherwise instructed or required by law, data is maintained for thirty (30) days following the end of the contract for transition/export purposes, after which it is permanently deleted or irreversibly anonymized.

5. Authorized Sub-processors

The Partner grants a general authorization for the use of the following technical sub-processors:

Sub-processor

Role

Location

Transfer outside EEA

AWS / GCP

Cloud Hosting & Database

European Union

No

Sentry.io

Error Diagnostics & Logs

USA / EU

Yes (secured by SCCs)

Zoho Corp

Support & Ticketing

European Union

No

Zoho Mail

Transactional Emails

European Union

No

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APPENDIX 2: TECHNICAL AND ORGANIZATIONAL SECURITY MEASURES

In accordance with Article 32 of the GDPR, TAQT Group implements the following measures to ensure data confidentiality and integrity.

1. Physical and Logical Protection Measures

• Encryption: Data is systematically encrypted in transit (TLS 1.2+) and at rest (AES-256).
• Access Control: Access is restricted to authorized personnel only via Multi-Factor Authentication (MFA) and a "least privilege" policy.
• Isolation: Multi-tenant architecture ensuring logical separation of data between each Client.

2. IoT Infrastructure Security

• Secure Provisioning: Each Device possesses a unique identity, authenticated at the network level to prevent spoofing.
• Updates: Regular Patch Management process for device firmware and server components.
• Anonymization: Technical capability to process field data via pseudonymized identifiers (UUID) without storing employee names in clear text if requested by the Client.

3. Resilience and Availability

• Backups: Daily encrypted backups performed within the European Union with quarterly restoration tests.
• Monitoring: 24/7 infrastructure monitoring via Sentry and native cloud tools to detect intrusions or flow anomalies.

4. Governance and Incident Management

• Notification: Commitment to notify the Partner (or Client) within forty-eight (48) calendar hours in the event of a confirmed personal data breach.
• Training: Annual GDPR and cybersecurity awareness training for all TAQT Group personnel.

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