Terms & Conditions - Partners

These Partner Standard Terms and Conditions apply to all Partners licensed to use the PEAK Platform in the delivery of services to their own customers, in all regions. They do not apply to direct end-customer subscriptions, which are governed by CIM’s Customer Standard Terms and Conditions at www.cim.io/terms-conditions.

1. Scope, Contracting Entity and Document Structure

1.1 Application: These Partner Standard Terms and Conditions (these “Terms”) govern the Partner’s access to and use of the PEAK Platform for the purpose of delivering the Partner’s own services to its End Customers. They apply as if the Partner were a direct customer of CIM, except where expressly varied by the Partner Framework Agreement or an Order Form.

1.2 Contracting entity and governing law: The CIM entity contracting with the Partner, and the governing law, are determined by the Partner’s place of incorporation or principal place of operation as set out below, unless a different entity is specified in the Order Form:

(a) Australia, New Zealand and other APAC - CIM Operations Pty Ltd (ABN 14 169 162 243), Level 6, 156 Clarence Street, Sydney NSW 2000, Australia. Governing law: New South Wales, Australia.

(b) United States and Canada - CIM US Co, 1434 Spruce Street, Suite 100, Boulder, Colorado 80302, USA. Governing law: State of Delaware, USA.

(c) United Kingdom, Europe, Middle East and Africa - CIM Enviro Europe Ltd (Company No. 652766), Suite 10183, 77 Sir John Rogerson’s Quay, Dublin 2, Ireland, D02 NP08. Governing law: England and Wales.

The parties submit to the non-exclusive jurisdiction of the courts of the applicable jurisdiction, save that CIM may bring proceedings in any jurisdiction to protect its Intellectual Property Rights.

1.3 Documents forming the Agreement: The Agreement between CIM and the Partner comprises, in descending order of precedence: (a) any Special Conditions expressly set out in a signed Order Form; (b) the Partner Framework Agreement (if any) and its schedules; (c) the balance of the Order Form; (d) these Terms, including Annex A; and (e) any CIM policy or documentation expressly incorporated by written agreement of both parties.

A document higher in the order of precedence prevails over a lower one only to the extent of a genuine conflict, inconsistency or ambiguity. Where a lower-ranking document addresses a matter on which a higher-ranking document is silent, the lower-ranking document applies.

1.4 Negotiated variations: CIM may agree variations to these Terms with individual Partners. A variation is effective only if it is recorded in writing and signed by an authorised representative of each party, and it applies only to the Partner and the Agreement in which it is recorded.

No variation agreed with one Partner creates any entitlement, precedent, course of dealing or expectation in favour of any other Partner, and CIM is under no obligation to offer equivalent terms to any other Partner. Where a variation departs from these Terms, the varied provision applies in place of the corresponding provision of these Terms for that Partner only, and all other provisions continue to apply in full.

1.5 Versions and amendment: The version of these Terms in force on the date an Order Form is signed applies to that Order Form for the whole of its then-current Term.

CIM may issue a revised version of these Terms. A revised version takes effect for a Partner from the commencement of the next Renewal Term, provided CIM has given the Partner at least sixty (60) days’ written notice before the end of the then-current Term.

Where a revised version materially and adversely affects the Partner’s rights, the Partner may elect not to renew by giving written notice before the end of the then-current Term, without incurring any early termination liability. CIM will maintain a dated, numbered archive of superseded versions and will provide a copy of any version on request.

1.6 Interpretation: Headings are for convenience only. The singular includes the plural and vice versa. “Including”, “in particular” and similar expressions are not words of limitation. A reference to a clause or Annex is to a clause of or Annex to these Terms.

2. Definitions

Agreement means the documents listed in clause 1.3, together.

Business Day means a day other than a Saturday, Sunday or public holiday in the place of business of the CIM contracting entity identified in clause 1.2.

CIM means the entity identified in clause 1.2 as applicable to the Partner.

CIM Device means any edge hardware data acquisition device supplied by CIM to the Partner.

Data Point means each unique data stream mapped to the Platform from a connected asset, system, sensor, meter or logical tag, counted in accordance with CIM’s published measurement methodology.

Derived Data has the meaning given in clause 8.2.

End Customer means a customer of the Partner to which the Partner delivers services using the Platform.

End Customer Agreement means the binding written agreement between the Partner and an End Customer required by clause 4.1.

Fees means the Platform Fees, Commissioning Fees and any other sums payable by the Partner under the Agreement.

Initial Term means the initial term specified in the Order Form.

Intellectual Property Rights means all patents, copyrights, database rights, trade marks (registered or unregistered), design rights, trade secrets, know-how, moral rights and all other intellectual property rights, whether registered or unregistered, anywhere in the world.

Order Form means a quotation, order form or proposal issued by CIM and accepted or signed by the Partner, setting out the Platform package, Fees, Term and any Special Conditions.

Partner means the entity named as the partner, service provider or customer in the Order Form.

Partner Framework Agreement means any master agreement executed between CIM and the Partner governing the partner relationship.

Platform means CIM’s proprietary PEAK Platform software-as-a-service solution, including any CIM Device, together with all updates, enhancements, documentation and associated cloud hosting.

Raw Data means data uploaded to or collected via the Platform in respect of an End Customer’s or the Partner’s own assets, including log files obtained from a building management system.

Renewal Term has the meaning given in clause 15.1.

Term means the Initial Term together with any Renewal Term.

3. Grant of Licence and Restrictions

3.1 Subject to the Partner’s continued compliance with the Agreement and payment of the Fees, CIM grants the Partner a non-exclusive, non-transferable, non-sublicensable and revocable licence to access and use the Platform during the Term, solely for the purpose of delivering the Partner’s own services to its End Customers in the territory specified in the Order Form.

3.2 The licence does not permit the Partner to:

(a) resell, sublicense, distribute, rent or lease the Platform, in whole or in part;

(b) grant access to the Platform to any third party other than (i) End Customers under a compliant End Customer Agreement in accordance with clause 4, and (ii) the Partner’s personnel and authorised sub-contractors engaged in delivering services to End Customers;

(c) assign or transfer any rights under the Agreement; or

(d) transfer or purport to transfer any Intellectual Property Rights in the Platform.

3.3 The Partner shall not, and shall not permit any third party to:

(a) reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, object code or underlying structure, ideas or algorithms of the Platform;

(b) modify, translate, adapt or create derivative works based on the Platform;

(c) use the Platform for any purpose other than the authorised delivery of services to End Customers;

(d) host, copy, replicate or publish the Platform outside CIM’s authorised hosting environment;

(e) remove, obscure or alter any proprietary notice on the Platform; or

(f) permit any person other than an authorised user to access the Platform, or share credentials.

3.4 The Partner shall not, and shall not permit any third party to:

(a) use the Platform or any output of it to develop, train, improve or operate any competing product or service;

(b) benchmark, analyse or otherwise evaluate the performance of the Platform for competitive or public disclosure purposes;

(c) replicate, reproduce or emulate the logic, rules, workflows or methodologies underlying the Platform; or

(d) use the Platform or its outputs as a substitute for licensing the Platform, or to provide a competing software or analytics offering.

3.5 All Intellectual Property Rights in and to the Platform, including all updates, enhancements, modifications and derivative works developed by or for CIM, remain the exclusive property of CIM. Nothing in the Agreement confers any right, title or interest in the Platform on the Partner other than the licence expressly granted.

3.6 Where the Partner provides CIM with feedback, suggestions or recommendations relating to the Platform (“Feedback”), the Partner grants CIM a perpetual, irrevocable, worldwide, royalty-free and non-exclusive licence to use, reproduce, modify and incorporate that Feedback into the Platform and CIM’s other products and services, without obligation of attribution or compensation. For the avoidance of doubt, the Partner retains ownership of its Feedback and of any pre-existing Intellectual Property Rights, know-how or methodologies independently developed by the Partner outside its use of the Platform.

4. End Customer Access and Flow-Through Terms

4.1 Where the Partner provides any third party (including an End Customer) with access to the Platform, the Partner shall ensure that access is subject to a binding written End Customer Agreement which incorporates or annexes the End Customer Flow-Through Terms set out in Annex A, or such other terms as CIM approves in writing.

4.2 The Partner remains liable to CIM for any breach of the Flow-Through Terms by an End Customer arising from the Partner’s failure to (a) put in place a compliant End Customer Agreement, or (b) enforce the End Customer Agreement after becoming aware of a breach.

4.3 The Partner warrants that each End Customer Agreement grants the Partner sufficient rights in the End Customer’s Raw Data to enable the Partner to grant the licence in clause 8.6, and to enable CIM to process that data in accordance with the Agreement.

4.4 The Partner acknowledges and shall procure that each End Customer acknowledges that CIM may enforce the Flow-Through Terms directly against the End Customer as a third-party beneficiary, including by injunctive relief, in respect of any breach of clauses 2, 3 or 4 of Annex A.

4.5 The Partner shall, on CIM’s reasonable written request and no more than twice in any twelve (12) month period, confirm in writing that a compliant End Customer Agreement is in place for each End Customer with Platform access, and identify those End Customers.

5. Platform Services and Support

5.1 Subject to payment of the Fees, CIM shall make available to the Partner the Platform capabilities specified in the Order Form, which may include real-time IoT data collection, data mapping and tagging, data visualisation, the no-code automated fault detection and diagnostics rules engine, equipment monitoring, digital workflow management, dashboards and reporting, utility monitoring, indoor environmental quality monitoring, API access, cloud hosting, CIM Devices, data connectors and custom data imports.

5.2 CIM may update the Platform from time to time. CIM will not make an update that materially reduces the core functionality relied on by the Partner during the then-current Term without the Partner’s prior written consent.

5.3 Support is provided on a two-tier model. The Partner is responsible for first-level support to its End Customers and for initial triage of Platform-related issues. CIM provides second-level support to the Partner by live chat within the Platform, by email to CIM’s nominated support address, and by such other channels as CIM makes available from time to time, during 9:00am to 5:00pm on Business Days in the time zone of the CIM contracting entity identified in clause 1.2.

5.4 CIM does not commit to any specific availability level, incident response time or service credit regime under these Terms. Where a Partner Framework Agreement or Order Form expressly provides for service levels, response targets, availability commitments or service credits, those provisions apply in place of this clause 5.4.

5.5 Technical support does not include diagnosis or rectification of any fault which CIM reasonably considers results from:

(a) improper use, operation or neglect of a CIM Device by the Partner or an End Customer;

(b) modification or merger of a CIM Device with other software by any person other than CIM;

(c) use of the Platform on equipment not approved by CIM;

(d) the Partner’s failure to implement recommendations previously advised by CIM in writing;

(e) repair, adjustment, alteration or modification of a CIM Device or the Platform by any person other than CIM without CIM’s prior written consent;

(f) a breach by the Partner of any maintenance obligation in respect of its own infrastructure which causes the Platform to malfunction;

(g) use of a CIM Device or the Platform for a purpose for which it was not designed; or

(h) data being rekeyed into CIM’s format by the Partner at a level of accuracy that causes the Platform to fail to perform.

6. Partner Obligations and Services Independence

6.1 The Partner provides its engineering and professional services independently and in its own name. CIM does not provide engineering advice or services to End Customers, is not responsible for the design, implementation, commissioning, supervision or performance outcomes of the Partner’s services, and has no contractual relationship with End Customers unless separately agreed in writing.

6.2 The Partner is solely responsible for the quality, scope and performance of its services, for its contractual arrangements with End Customers, and for its compliance with applicable laws, regulations, industry codes and professional standards.

6.3 The Partner shall ensure that all personnel using the Platform are appropriately trained and competent in operating it and interpreting its outputs. CIM may require participation in its training programmes as a condition of continued access.

6.4 The Partner shall notify CIM in advance of any planned third-party integration, modification or update that could affect the functionality, security or performance of the Platform.

6.5 The Partner is responsible for any misuse or unauthorised use of the Platform by its personnel, sub-contractors or End Customers, and shall report any security incident, unauthorised access or non-compliant use to CIM without delay.

6.6 The Partner shall not make any representation, warranty or commitment on behalf of CIM beyond the scope of CIM’s published Platform documentation and these Terms.

6.7 Nothing in the Agreement creates a partnership, joint venture, agency, franchise or employment relationship between the parties. Neither party has authority to bind the other.

7. Fees, Invoicing and Price Adjustment

7.1 Platform access is sold in Data Point packages and is not usage-based. The Partner shall pay the Fees for the package purchased under the Order Form, regardless of whether all Data Points within that package are deployed or utilised.

7.2 CIM shall invoice in advance at the frequency stated in the Order Form. Invoices are payable within thirty (30) days of the invoice date by electronic funds transfer, without deduction or set-off.

7.3 Where any sum is not paid by its due date CIM may charge interest at 1.5% per month (or the maximum permitted by law, if lower), accruing daily until paid in full.

7.4 CIM may suspend the Partner’s access to the Platform where payment is overdue by more than forty-five (45) days, provided CIM has given at least ten (10) Business Days’ prior written notice of its intention to suspend and the Partner has not, within that notice period, paid the overdue amount or raised a bona fide dispute in writing.

7.5 Fees are non-refundable and non-creditable except where expressly stated in the Agreement or required by law.

7.6 Fees are subject to an annual increase at each renewal, in line with the applicable consumer price index for the jurisdiction of the CIM contracting entity, subject to a minimum increase of two percent (2%) and a maximum increase of five percent (5%). CIM shall give the Partner at least sixty (60) days’ written notice of the increase before the end of the then-current Term.

7.7 No upfront capital expenditure or standard integration cost is included in the Fees. Non-standard integrations, custom development or services outside the agreed scope are quoted separately and agreed in writing before delivery.

7.8 All amounts are exclusive of GST, VAT, sales tax and any other applicable tax, duty or levy, which shall be added to invoices where applicable and borne by the Partner.

8. Data Ownership and Use

8.1 As between the parties, the End Customer and/or the Partner retains ownership of Raw Data.

8.2 CIM retains all right, title and interest in and to (a) the Platform; (b) all analytics, models, algorithms, rules and methodologies developed by or for CIM; (c) all outputs, reports, insights and visualisations generated by the Platform; and (d) any aggregated, anonymised or derived data generated through use of the Platform (together, “Derived Data”).

8.3 The Partner is granted a limited, non-exclusive right to use the Derived Data solely for the purpose of delivering its services to its End Customers during the Term.

8.4 The Partner shall not, and shall ensure its End Customers do not, (a) extract Derived Data in bulk other than through the Platform’s standard reporting and export functionality; (b) use Derived Data to develop, train, improve or operate any product, service or system that competes with the Platform; or (c) commercialise Derived Data independently of the Platform, including by licensing, selling or republishing it to third parties.

8.5 For the avoidance of doubt, an End Customer may retain and use, for its own internal business purposes during and after the Term, reports, dashboards, charts, visualisations and other outputs generated by the Platform during its period of authorised use, provided that use does not breach clause 8.4.

8.6 The Partner grants CIM a royalty-free, perpetual, irrevocable, non-exclusive, worldwide licence to use Raw Data in de-identified form to operate, improve and develop the Platform and to generate insights, subject at all times to CIM’s confidentiality obligations in clause 10. The Partner warrants that it has obtained all rights and consents necessary to grant this licence.

8.7 CIM is not responsible for the loss or corruption of Raw Data caused by the Partner’s or an End Customer’s systems, networks or configuration.

9. Data Protection, Privacy and Security

9.1 Each party shall comply with all data protection and privacy laws applicable to it, including (as applicable) the Privacy Act 1988 (Cth), the UK GDPR and Data Protection Act 2018, the EU General Data Protection Regulation, and applicable United States federal and state privacy laws.

9.2 The Partner shall ensure that any personal information uploaded to or processed through the Platform has been collected and is disclosed in accordance with applicable law and the relevant data subject’s privacy rights, including obtaining all necessary consents.

9.3 CIM shall maintain technical and organisational measures appropriate to the nature of the data hosted on the Platform and aligned with recognised industry frameworks, including encryption of data in transit and at rest, role-based access controls and authentication, hardened cloud infrastructure controls, periodic independent penetration testing, and cyber liability insurance. Current information on CIM’s security programme and certifications is published at trust.cim.io.

9.4 Each party shall notify the other in writing without undue delay, and in any event within forty-eight (48) hours, of confirming a data breach affecting the other party’s data. A breach is confirmed once the affected party has determined, following reasonable initial investigation, that a breach has occurred. The notifying party shall provide the information then reasonably known about the nature, scope and timing of the breach and shall cooperate reasonably in investigation, containment and remediation.

9.5 Where the Partner engages End Customers in jurisdictions applying data-localisation or cross-border transfer requirements, the Partner shall notify CIM in advance and the parties shall cooperate in good faith to identify a compliant deployment model. Where the transfer of personal data out of the United Kingdom or European Economic Area is required, the parties shall execute the applicable standard contractual clauses or equivalent transfer mechanism.

10. Confidentiality

10.1 Each party (the “Recipient”) shall keep in strict confidence all non-public technical, commercial, financial, customer, employee or operational information disclosed to it by the other party (the “Discloser”) which is marked as, or reasonably should be understood to be, confidential (“Confidential Information”).

10.2 The Recipient shall (a) use Confidential Information solely for the purposes of performing its obligations under the Agreement; (b) protect it with no less than a reasonable standard of care; and (c) not disclose it to any third party except to employees, officers, professional advisers and sub-contractors who need to know and who are bound by equivalent obligations.

10.3 Clause 10 does not apply to information that (a) is in the public domain other than through the Recipient’s breach; (b) was lawfully known to the Recipient without restriction before disclosure; (c) is independently developed by the Recipient; or (d) is required to be disclosed by law or a regulatory authority, provided the Recipient gives prompt written notice where legally permitted.

10.4 Neither party may issue a press release or public statement attributable to the other in relation to the Agreement without the other’s prior written consent, unless required by law or the rules of a stock exchange. The Partner consents to CIM’s reasonable use of the Partner’s name and logo solely to identify the Partner as a user of the Platform.

11. Warranties

11.1 Each party warrants that it has full power and authority to enter into and perform the Agreement and that doing so will not breach any other agreement or obligation.

11.2 Operation of the Platform: CIM warrants that the Platform will operate substantially in accordance with its published documentation. The Partner’s sole remedy for breach of this warranty is correction of the defect within a reasonable period or, at CIM’s option, termination of the affected service and refund of prepaid but unused Fees.

11.3 Data and outputs supplied “as is”: The warranty in clause 11.2 applies to the operation of the Platform only. All data, analytics, alerts, faults, reports, dashboards, insights and other outputs generated by or made available through the Platform are provided on an “as is” basis. Although CIM will use reasonable commercial endeavours to support their accuracy and reliability, CIM does not warrant the accuracy, completeness, currency or reliability of Raw Data, Derived Data or any other information provided as part of the Platform, and is not liable for any inaccuracy or omission, whether arising from the Platform, from data supplied by the Partner, an End Customer or a third party, or from the failure or misconfiguration of any building management system, sensor, meter, gateway or connected asset.

11.4 Except as expressly set out in the Agreement, and to the maximum extent permitted by law, all other representations, warranties, conditions and terms, whether express or implied by statute, common law or otherwise, are excluded. CIM does not warrant that the Platform will be uninterrupted or error-free, or that it will meet the Partner’s or any End Customer’s particular requirements.

11.5 The Platform is not designed for any purpose requiring fail-safe performance, including operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, life support systems, weapons systems, or other applications where failure could result in death, personal injury or severe physical, property or environmental damage. CIM disclaims all warranties of fitness for any such use.

11.6 The Partner acknowledges that the Platform is a diagnostic and analytics tool only and does not constitute engineering advice. CIM has no liability for any outcome, decision, action or omission arising from the Partner’s or an End Customer’s use of the Platform.

12. Limitation of Liability

12.1 To the maximum extent permitted by law, neither party is liable to the other for any indirect, incidental, special, punitive, exemplary or consequential loss or damage, including loss of profits, revenue, business, goodwill, anticipated savings or data, however arising, whether in contract, tort (including negligence) or otherwise.

12.2 Subject to clauses 12.5 and 12.6, CIM’s aggregate liability arising out of or in connection with the Agreement shall not exceed the total Platform Fees paid by the Partner to CIM in the twelve (12) months preceding the event giving rise to the claim.

12.3 Subject to clauses 12.4 and 12.5, the Partner’s aggregate liability arising out of or in connection with the Agreement shall not exceed the total Platform Fees paid by the Partner to CIM in the twelve (12) months preceding the event giving rise to the claim.

12.4 Where the Partner’s liability arises from (a) breach of clause 3 (licence and restrictions), clause 4 (End Customer obligations) or clause 9 (data protection); (b) its provision of engineering or professional services to End Customers; or (c) any third-party claim brought by an End Customer to the extent arising from the Partner’s services, breach of the Agreement, negligence or wilful misconduct, the Partner’s aggregate liability shall not exceed three (3) times the total Fees paid by the Partner to CIM in the twelve (12) months preceding the event giving rise to the claim.

12.5 Nothing in the Agreement limits or excludes liability for (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) wilful misconduct; (d) infringement of the other party’s Intellectual Property Rights; (e) the Partner’s obligation to pay the Fees; or (f) any liability which cannot be excluded or limited by applicable law.

12.6 The caps in clauses 12.2 and 12.3 do not apply to CIM’s liability under clause 13.2, which is subject to the separate cap in clause 13.2(c).

12.7 End Customer claims arising from defects in the Platform itself, or from CIM’s acts or omissions, fall outside clause 12.4(c) and are addressed under CIM’s cap in clause 12.2.

13. Indemnities

13.1 The Partner shall indemnify CIM against any third-party claim arising out of (a) the Partner’s engineering or professional services delivered to its End Customers; (b) the Partner’s breach of the Agreement; or (c) the Partner’s negligence or wilful misconduct.

13.2 Privacy and cyber indemnity:

(a) CIM shall indemnify the Partner against direct losses, damages and reasonable legal costs awarded against the Partner in connection with any third-party claim arising from a data or privacy breach of Platform-hosted data caused by CIM’s gross negligence or wilful misconduct.

(b) The indemnity is conditional on the Partner promptly notifying CIM, giving CIM sole conduct of the defence and settlement, providing reasonable assistance at CIM’s cost, and making no admission or settlement without CIM’s prior written consent.

(c) CIM’s aggregate liability under this clause 13.2 shall not exceed the cover available under CIM’s cyber liability insurance policy in force at the time of the claim. This cap operates separately from, and in place of, the caps in clause 12.

(d) The indemnity does not apply to the extent the breach was caused or contributed to by the Partner, an End Customer, or circumstances outside CIM’s reasonable control.

14. Insurance

14.1 CIM shall maintain, at its own expense and during the Term, public and product liability insurance, professional indemnity insurance, cyber liability insurance and workers’ compensation insurance as required by law, in each case at a level that is commercially reasonable having regard to the nature of the Platform and the data hosted on it.

14.2 CIM shall provide the Partner with reasonable evidence of cover on written request, no more than once in any twelve (12) month period.

14.3 The Partner shall maintain professional indemnity and public liability insurance appropriate to the engineering and professional services it delivers, and shall provide evidence of cover to CIM on reasonable written request.

15. Term, Termination and Transition

15.1 The Agreement commences on the contract start date stated in the Order Form and continues for the Initial Term. It renews automatically for successive twelve (12) month periods (each a “Renewal Term”) unless either party gives at least sixty (60) days’ written notice before the end of the then-current period.

15.2 Either party may terminate the Agreement with immediate effect by written notice if the other party:

(a) commits a material breach and, where capable of remedy, fails to remedy it within thirty (30) days of written notice requiring it to do so;

(b) commits persistent or repeated non-material breaches; or

(c) becomes insolvent, enters administration, liquidation or any analogous process, or ceases or threatens to cease carrying on business.

15.3 For a period of thirty (30) days following the effective date of termination or expiry (the “Transition Period”), CIM shall provide the Partner with read-only access to the Platform sufficient to allow the Partner and its End Customers to extract Raw Data, historical reports, dashboards and other outputs generated during the Term, and shall make commercially reasonable assistance available to support orderly export through the Platform’s standard export functionality.

15.4 During the Transition Period the Partner shall not (a) onboard any new End Customer; (b) create or deploy any new fault detection and diagnostics rules; or (c) carry out any new processing, configuration or commissioning activity beyond what is necessary to support read-only data extraction.

15.5 Where CIM terminates for the Partner’s material breach of clause 3, clause 4 or clause 9, or where the Partner becomes insolvent, CIM may, acting reasonably, restrict or suspend read-only access during the Transition Period to the extent necessary to protect the integrity of the Platform, CIM’s other customers or End Customer data. CIM shall use reasonable endeavours to facilitate Raw Data export by affected End Customers during that period.

15.6 On expiry of the Transition Period the licence in clause 3 terminates, the Partner shall cease all use of the Platform, all outstanding Fees become immediately due and payable, and each party shall within thirty (30) days return or destroy the other’s Confidential Information, subject to retention required by law or for internal records which remain subject to clause 10.

15.7 Clauses 3.5, 3.6, 7, 8, 10, 11, 12, 13, 15.6 and 17 survive termination or expiry.

16. Regulatory and Trade Compliance

16.1 Each party shall comply with all applicable laws, including anti-bribery and anti-corruption laws (including the Australian Criminal Code, the UK Bribery Act 2010 and the US Foreign Corrupt Practices Act, as applicable), sanctions and export control regimes, and modern slavery legislation.

16.2 The Partner shall ensure that, in each market in which it deploys the Platform, it holds all necessary local licences, business registrations and professional accreditations, and that its engagements do not place CIM in breach of any local regulatory requirement.

17. General

17.1 Entire agreement: The Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior discussions, correspondence, quotations and agreements relating to it.

17.2 Assignment: The Partner shall not assign, transfer or novate any of its rights or obligations without CIM’s prior written consent. CIM may assign or novate the Agreement to any affiliate or to a successor in business, including in connection with a merger, acquisition or sale of all or substantially all of its assets.

17.3 Force majeure: Neither party is liable for any delay or failure to perform (other than a payment obligation) to the extent caused by events beyond its reasonable control, including acts of God, pandemic, war, terrorism, civil unrest, industrial action, cyber-attack, sanctions or export bans, or failure of public telecommunications networks. The affected party shall notify the other as soon as practicable and use reasonable efforts to mitigate.

17.4 Notices: Notices shall be in writing and delivered by email to the addresses stated in the Order Form. A notice sent by email is deemed received on the first Business Day after sending, provided the sender has not received a delivery failure message.

17.5 Severability: If any provision is held invalid or unenforceable, the remainder of the Agreement continues in full force and effect.

17.6 Waiver: No failure or delay in exercising any right or remedy operates as a waiver, nor does any single or partial exercise prevent further exercise of that or any other right.

17.7 Counterparts: The Agreement may be executed in counterparts, including by electronic signature, each of which constitutes an original and which together constitute one instrument.

17.8 Dispute resolution: Before commencing formal proceedings the parties shall use reasonable endeavours to resolve any dispute through good-faith discussions between senior executives within thirty (30) days of written notice of the dispute, failing which the matter may be referred to mediation before litigation.