SERVICE AGREEMENT
Direct Enterprise Client Framework
AIRO IAQ Technologies Limited
Company No. 15326968
A subsidiary of AIRO Group Holdings Limited
Company No. 15319775
Document Reference: AIRO-DOC-006
Classification: Confidential
1. PARTIES
1.1 This Service Agreement (the "Agreement") is entered into between:
(a) AIRO IAQ Technologies Limited (Company No. 15326968), a company incorporated in England and Wales whose registered office is at 5th Floor, 10 Charles II Street, London, SW1Y 4AA, a subsidiary of AIRO Group Holdings Limited (Company No. 15319775) ("AIRO"); and
(b) the client identified in the applicable Order Schedule (the "Client").
1.2 AIRO and the Client are each a "Party" and together the "Parties".
2. SCOPE OF SERVICES
2.1 AIRO shall provide the Client with access to AIRO's monitoring and analytics platform ecosystem, which may include (as specified in the applicable Order Schedule):
(a) deployment of AIRO monitoring equipment ("Monitoring Equipment") at the Client's premises;
(b) access to AIRO Core, AIRO's proprietary cloud-based monitoring, analytics, and operational management platform;
(c) continuous ventilation monitoring services;
(d) AI-driven analytics, Analytical Outputs, operational insights, and reporting;
(e) operational workflow management and compliance dashboard access; and
(f) associated subscription services as described in the Order Schedule (collectively, the
"Services").
2.2 The specific Services, deployment scope, monitoring locations, equipment quantities, subscription plans, and pricing applicable to the Client are set out in the applicable Order Schedule.
3. GOVERNANCE HIERARCHY
3.1 The relationship between AIRO and the Client is governed by the following documents, which together form the contractual framework (the "Contract"):
(a) this Service Agreement;
(b) the AIRO Client Terms & Conditions (AIRO-DOC-007);
(c) the AIRO Platform Policy Framework (AIRO-DOC-003);
(d) the AIRO Pilot Deployment Terms (AIRO-DOC-008), where applicable; and
(e) any applicable Order Schedule, Subscription Schedule, or deployment-specific addendum.
3.2 In the event of any conflict or inconsistency between the documents forming the Contract, the following order of precedence shall apply (highest to lowest):
(a) this Service Agreement;
(b) the applicable Order Schedule or Subscription Schedule;
(c) the AIRO Client Terms & Conditions;
(d) the AIRO Platform Policy Framework; and
(e) the AIRO Pilot Deployment Terms (where applicable).
4. SUBSCRIPTION STRUCTURE
4.1 The Services are provided on a subscription basis. The Client subscribes to a monitoring and analytics service, not a hardware purchase.
4.2 Monitoring Equipment deployed at the Client's premises remains the property of AIRO at all times. Equipment is deployed under licence for the duration of the applicable Subscription Term.
4.3 Subscription Terms, renewal mechanics, and termination rights are set out in the AIRO Client Terms & Conditions.
5. INTERNATIONAL DEPLOYMENT
5.1 AIRO operates a globally governed platform infrastructure ecosystem. This Agreement and the associated contractual framework are intended to support international deployment while maintaining consistent governance principles across all jurisdictions.
5.2 Where a deployment extends to jurisdictions outside England and Wales, the international governance provisions set out in the AIRO Client Terms & Conditions shall apply, including the global governance baseline, local law compliance overlay, and regional addenda framework.
5.3 AIRO may designate regional hosting environments, implement jurisdiction-specific data handling controls, and adopt regional operational requirements where reasonably necessary to comply with applicable local law or to support deployment in a particular jurisdiction.
6. PAYMENT AND FEES
6.1 The Client shall pay the Subscription Payments and any other fees set out in the applicable Order Schedule or Subscription Schedule in accordance with the payment terms specified therein and the AIRO Client Terms & Conditions.
6.2 All amounts are exclusive of VAT (or equivalent sales tax), which shall be charged at the prevailing rate where applicable.
6.3 The Client shall make all payments in accordance with the agreed payment terms. Persistent or material payment default may result in suspension rights and other remedies as set out in the AIRO Client Terms & Conditions.
7. SUSPENSION AND TERMINATION
7.1 AIRO may suspend or restrict the Client's access to the Services (in whole or in part) in accordance with the suspension rights set out in the AIRO Client Terms & Conditions, the Platform Policy Framework, or this Agreement.
7.2 Either Party may terminate this Agreement in accordance with the termination provisions set out in the AIRO Client Terms & Conditions.
7.3 On termination or expiry of this Agreement (howsoever arising), the Client shall return all Monitoring Equipment, cease use of AIRO Core, and settle all outstanding payments in accordance with the AIRO Client Terms & Conditions.
8. CONFIDENTIALITY
8.1 Each Party shall keep confidential all information of a confidential nature obtained from the other Party in connection with this Agreement ("Confidential Information") and shall not disclose such information to any third party without the prior written consent of the disclosing Party.
8.2 The obligations of confidentiality shall not apply to information which: (a) is or becomes publicly available other than through breach of this Agreement; (b) was already known to the receiving Party;
(c) is independently developed by the receiving Party; or (d) is required to be disclosed by law, regulation, or court order.
8.3 The obligations of confidentiality shall survive termination of this Agreement for a period of five
(5) years.
8.4 AIRO shall process personal data and platform data in accordance with applicable data protection laws, the AIRO Client Terms & Conditions, and AIRO's applicable privacy and data governance policies.
9. LIMITATION OF LIABILITY
9.1 Nothing in this Agreement shall limit or exclude either Party's liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; or (c) any matter in respect of which it would be unlawful to exclude or restrict liability.
9.2 Subject to clause 9.1, AIRO's total aggregate liability arising out of or in connection with this Agreement (whether in contract, tort, negligence, breach of statutory duty, or otherwise) shall not exceed the total Subscription Payments paid by the Client in the twelve (12) months immediately preceding the event giving rise to the claim.
9.3 Subject to clause 9.1, neither Party shall be liable for any indirect, consequential, special, or incidental loss or damage, including loss of profit, loss of revenue, loss of business, loss of data, or loss of anticipated savings.
9.4 Detailed limitation of liability provisions are set out in the AIRO Client Terms & Conditions.
10. GOVERNING LAW AND JURISDICTION
10.1 This Agreement shall be governed by and construed in accordance with the law of England and Wales.
10.2 The courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement.
10.3 Where a Regional Addendum specifies an alternative governing law, jurisdiction, or dispute resolution mechanism for a particular jurisdiction or deployment, such provisions shall apply to the extent specified in that Regional Addendum.
11. ENTIRE AGREEMENT
11.1 The Contract (comprising this Service Agreement, the AIRO Client Terms & Conditions, the Platform Policy Framework, any applicable Pilot Deployment Terms, and all Order Schedules) constitutes the entire agreement between the Parties in relation to its subject matter and supersedes all prior negotiations, representations, and agreements (whether oral or written) relating thereto.
11.2 No variation of this Agreement shall be effective unless agreed in writing and signed by both Parties.
12. EXECUTION
Each signatory warrants that they are authorised to execute this Agreement on behalf of the relevant
Party.
Signed for and on behalf of AIRO IAQ Technologies Limited
Name: ___________________________
Position: ___________________________
Signed: ___________________________
Date: ___________________________
Signed for and on behalf of [CLIENT NAME]
Name: ___________________________
Position: ___________________________
Signed: ___________________________
Date: ___________________________
ORDER SCHEDULE
Schedule Details
Client Name [Client Name]
Order Reference AIRO-ORD-[YYYY]-[XXX]
Subscription Plan [Plan Name / Tier]
Monitoring Locations [Number and addresses]
Equipment Quantity [Number of sensors]
Initial Term [12 / 36 / 60] months
Subscription Payment [Amount] per [month/quarter/annum]
Total Contract Value [Amount] + VAT
Installation Fee [Amount or N/A]
Activation Date [Date]
Payment Commencement Date [Date]
Special Terms [Any bespoke terms or N/A]
This Order Schedule is incorporated into and governed by the AIRO Service Agreement
(AIRO-DOC-006), the AIRO Client Terms & Conditions (AIRO-DOC-007), and the AIRO Platform
Policy Framework (AIRO-DOC-003).
Signed for and on behalf of AIRO IAQ Technologies Limited
Name: ________________ Position: ________________ Date: ___________
Signed for and on behalf of [CLIENT NAME]
Name: ________________ Position: ________________ Date: ___________
— END OF SERVICE AGREEMENT —
AIRO IAQ Technologies Limited
A subsidiary of AIRO Group Holdings Limited
Document Reference: AIRO-DOC-006 | Version 1.0
CLIENT TERMS & CONDITIONS
Direct Enterprise Client Framework
AIRO IAQ Technologies Limited
Company No. 15326968
A subsidiary of AIRO Group Holdings Limited
Document Reference: AIRO-DOC-007
1. DEFINITIONS AND INTERPRETATION
In these Conditions, unless the context otherwise requires:
"Activation Date" means the date on which the Monitoring Equipment is commissioned and AIRO Core access is enabled for the relevant deployment.
"AIRO" means AIRO IAQ Technologies Limited (Company No. 15326968), a subsidiary of AIRO Group Holdings Limited (Company No. 15319775).
"AIRO Core" means AIRO's proprietary cloud-based monitoring, analytics, operational management, and reporting platform.
"AIRO Platform Data" means all Analytical Outputs, derived intelligence, anonymised and aggregated datasets, benchmarking data, AI models and machine learning outputs, system analytics, and platform-generated insights produced by or through AIRO Core.
"Analytical Outputs" means the reports, dashboards, analytics, risk assessments, compliance reports, AI-driven insights, and other outputs generated by AIRO Core from monitoring data.
"Client" means the entity identified in the applicable Order Schedule or Service Agreement.
"Client Operational Data" means the raw sensor data collected from the Client's premises in its identified, site-specific form.
"Conditions" means these AIRO Client Terms & Conditions.
"Contract" means the Service Agreement, these Conditions, the PPF, the Order Schedule, and any applicable Pilot Deployment Terms.
"Delivery Partner" means an AIRO-accredited installation, maintenance, or service provider engaged to carry out physical deployment, commissioning, or maintenance of Monitoring Equipment.
"Initial Term" means the initial fixed subscription period specified in the Order Schedule (typically 12, 36, or 60 months).
"Intellectual Property Rights" means patents, utility models, rights to inventions, copyright and related rights, trade marks, business names, domain names, rights in designs, database rights, rights in computer software, rights to protect confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered.
"Monitoring Equipment" means the ventilation sensors, monitoring devices, connectivity hardware, and associated equipment deployed at the Client's premises.
"Order Schedule" means an order schedule or subscription schedule executed between AIRO and the Client specifying the Services, deployment scope, and pricing.
"PPF" means the AIRO Platform Policy Framework (AIRO-DOC-003), as updated by AIRO from time to time.
"Renewal Period" means each successive twelve (12) month period following the Initial Term.
"Services" means the monitoring, analytics, platform access, and associated subscription services provided by AIRO under the Contract.
"Subscription Payments" means the recurring subscription fees payable by the Client as specified in the Order Schedule.
2. SUBSCRIPTION SERVICES
2.1 AIRO shall provide the Services to the Client as specified in the applicable Order Schedule and in accordance with these Conditions.
2.2 The Services are provided on a subscription basis. The Client subscribes to a monitoring, analytics, and platform infrastructure service. The deployment of Monitoring Equipment at the Client's premises does not constitute a sale, transfer, or assignment of any equipment, intellectual property, or platform rights.
2.3 AIRO may engage Delivery Partners to carry out physical survey, installation, commissioning, maintenance, or decommissioning of Monitoring Equipment on AIRO's behalf.
3. AIRO CORE GOVERNANCE
3.1 AIRO Core is the authoritative operational system of record for all AIRO monitoring, analytics, reporting, compliance, and operational management functions.
3.2 The Client's access to and use of AIRO Core is subject to the PPF, as updated by AIRO from time to time.
3.3 AIRO reserves the right to suspend, restrict, or revoke the Client's access to AIRO Core where reasonably necessary for platform integrity, security, maintenance, regulatory compliance, or enforcement of the PPF.
3.4 AIRO uses commercially reasonable technical and organisational security measures designed to protect AIRO Core, Monitoring Equipment communications, and associated platform infrastructure against unauthorised access, misuse, loss, alteration, or disclosure.
4. PLATFORM POLICY FRAMEWORK INTEGRATION
4.1 The Client's use of AIRO Core, all connected AIRO digital services, and the monitoring platform is governed by the PPF.
4.2 AIRO may update the PPF from time to time to reflect operational, regulatory, security, or platform evolution requirements. Material changes shall be communicated to the Client through AIRO Core or in writing.
4.3 Continued use of the Services following notification of PPF updates constitutes acceptance of such updates.
5. SUBSCRIPTION TERMS AND RENEWALS
5.1 The Initial Term commences on the Activation Date and continues for the period specified in the Order Schedule.
5.2 At the end of the Initial Term, the subscription shall automatically renew for successive Renewal Periods of twelve (12) months each, unless either Party gives not less than ninety (90) days' written notice before the end of the then-current term.
5.3 Subscription Payments for each Renewal Period may be subject to an annual adjustment. AIRO shall notify the Client of any adjustment not less than sixty (60) days before the start of the relevant Renewal Period.
5.4 The Client may terminate the Contract during the Initial Term only in accordance with clause
13.2 or where AIRO is in material breach which remains unremedied for thirty (30) days following written notice.
6. PAYMENT TERMS
6.1 The Client shall pay the Subscription Payments and any other fees specified in the Order Schedule. AIRO shall invoice the Client in accordance with the billing frequency specified therein.
6.2 The Client shall pay each invoice in full and in cleared funds within thirty (30) days of receipt.
6.3 Time for payment shall be of the essence of the Contract.
6.4 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction, or withholding (other than any deduction or withholding of tax as required by law).
6.5 If the Client fails to make any payment by the due date, the Client shall pay interest on the overdue sum at 4% per annum above the Bank of England base rate from time to time (or 4% per annum for any period when the base rate is below 0%).
6.6 All amounts are exclusive of VAT (or equivalent sales tax), which shall be charged at the prevailing rate where applicable.
6.7 Non-Payment Service Rights
6.7.1 Where the Client fails to pay any amount due under the Contract which materially affects the relevant deployment or subscription arrangement, AIRO may, acting reasonably and proportionately:
(a) suspend or restrict platform access (including AIRO Core access);
(b) suspend monitoring services in respect of the affected deployment;
(c) restrict or suspend reporting functionality and dashboard access;
(d) suspend the delivery of Analytical Outputs and analytics services;
(e) restrict or suspend API access and integrations; and/or
(f) suspend associated operational services, support, or platform features.
6.7.2 AIRO shall use reasonable endeavours to provide not less than ten (10) Business Days' written notice of any intended suspension (except in cases of persistent or material default) and shall restore suspended services promptly following resolution of the payment default.
6.7.3 Suspension of services under this clause 6.7 shall not waive, release, or diminish the Client's payment obligations. All accrued fees remain payable notwithstanding any period of suspension.
7. HARDWARE OWNERSHIP
7.1 All Monitoring Equipment deployed at the Client's premises is and remains the exclusive property of AIRO at all times.
7.2 The Client shall not sell, sub-licence, pledge, charge, encumber, or otherwise deal with the Monitoring Equipment or allow any lien or charge to arise over it.
7.3 The Client shall keep the Monitoring Equipment in good condition (fair wear and tear excepted) and shall not modify, disassemble, or interfere with it without AIRO's prior written consent.
7.4 Risk in the Monitoring Equipment passes to the Client on delivery and installation. Insurance risk remains with the Client until the equipment is returned to or collected by AIRO.
7.5 The Client shall be responsible for any loss of, theft of, damage to, or destruction of Monitoring Equipment occurring while such equipment is located at the Client's premises, except to the extent caused by AIRO or its Delivery Partners.
8. DEPLOYMENT STANDARDS, OPERATIONAL CONDITIONS, AND INSTALLATION GOVERNANCE
8.1 All installations shall be carried out in accordance with AIRO's technical specifications, deployment standards, installation requirements, and approved equipment guidance as issued, updated, or amended by AIRO from time to time (the "AIRO Technical Standards").
8.2 AIRO Technical Standards include requirements relating to approved installation methods, mounting, cabling, fixings, power supply, environmental conditions, accessories, consumables, and compatibility with AIRO monitoring equipment.
8.3 Certain environmental conditions, substances, contaminants, cleaning chemicals, coatings, sealants, ductwork modifications, or third-party interference may adversely affect sensor performance, monitoring integrity, calibration accuracy, or data accuracy and may require remediation, recalibration, replacement, or operational review by AIRO.
8.4 The use of prohibited substances, unauthorised modifications, non-approved third-party interference, or conditions outside AIRO Technical Standards may void support obligations, invalidate warranties, trigger remediation requirements, or result in suspension of monitoring services.
8.5 Compliance with AIRO Technical Standards and AIRO's coordination of deployment activities does not cause AIRO to assume responsibility as principal contractor, mechanical contractor, electrical contractor, or site engineering contractor. Delivery Partners remain independently responsible for workmanship, installation quality, site-specific engineering activities, health and safety compliance, and compliance with applicable installation regulations.
8.6 The Client shall ensure that any cleaning contractor, ventilation hygiene contractor, maintenance provider, facilities management provider, or other third party interacting with the ventilation and/or ductwork systems is informed of, and complies with, any applicable AIRO cleaning instructions, handling guidance, maintenance procedures, and operational notices relating to the Monitoring Equipment issued by AIRO from time to time.
8.7 The Client shall not obstruct, cover, relocate, disconnect, tamper with, or otherwise interfere with the Monitoring Equipment except as expressly authorised by AIRO in writing.
8.8 Where Monitoring Equipment is installed into a ventilation or ductwork system that has not been cleaned immediately prior to installation, monitoring outputs may initially be based upon estimated baseline conditions until sufficient operational data has been collected or the system has undergone a subsequent cleaning cycle.
9. DELIVERY AND INSTALLATION
9.1 AIRO shall arrange for a Delivery Partner to carry out the delivery, installation, commissioning, and deployment of Monitoring Equipment at the Client's premises in accordance with the Order Schedule and AIRO Technical Standards.
9.2 The Client shall provide reasonable access to its premises, facilities, power supply, network connectivity, and such other site requirements as are reasonably necessary for installation and ongoing operation of the Monitoring Equipment.
9.3 Installation dates are estimates. AIRO shall not be liable for any delay in installation caused by the Client's failure to provide access, site readiness, or information reasonably required.
9.4 If the Client's act or omission prevents or delays installation or service delivery, AIRO may suspend the affected Services until the Client remedies the default, and shall not be liable for any costs or losses arising from such suspension.
10. DATA OWNERSHIP AND AI RIGHTS
10.1 Data Ownership
10.1.1 The Client retains ownership of its Client Operational Data in its identified, site-specific form.
10.1.2 AIRO Platform Data - including all Analytical Outputs, derived intelligence, anonymised and aggregated datasets, benchmarking data, AI models and machine learning outputs, system analytics, and platform-generated insights - is and remains the exclusive property of AIRO.
10.1.3 Where Client Operational Data is processed, anonymised, aggregated, or combined with data from other sources to produce AIRO Platform Data, the resulting output is AIRO Platform Data and is owned by AIRO.
10.2 AIRO Data Rights
10.2.1 AIRO may use platform-wide data (including data derived from Client Operational Data) in anonymised and aggregated form for:
(a) product development, platform improvement, and feature enhancement;
(b) AI model training, validation, and improvement;
(c) benchmarking, industry analytics, and anonymised research;
(d) operational analytics, capacity planning, and infrastructure optimisation; and
(e) system improvement, security monitoring, and platform integrity, provided that no such use identifies, or is reasonably capable of identifying, the Client, the Client's premises, or any natural person.
10.2.2 The rights in this clause 10 survive termination of the Contract.
10.3 Intellectual Property
10.3.1 All Intellectual Property Rights in or arising out of or in connection with the Monitoring Equipment, AIRO Core, the monitoring platform, and the Services shall be owned by AIRO Group Holdings Limited. The Client does not acquire any Intellectual Property Rights by virtue of this Contract.
10.3.2 The Client shall not, and shall not permit any third party to, reverse engineer, disassemble, analyse, replicate, reproduce, modify, or attempt to derive the design, composition, operation, functionality, or underlying technology of the Monitoring Equipment, AIRO Core, or any related platform components except to the extent prohibited by applicable law.
11. AI AND MONITORING DISCLAIMER
11.1 Analytical Outputs, AI-driven insights, risk assessments, compliance reports, and any monitoring data provided through AIRO Core are generated for informational and operational awareness purposes only.
11.2 AIRO does not provide engineering advice, building compliance certification, regulatory compliance assurance, health and safety certification, insurance underwriting, medical advice, or legal advice through the Services or any Analytical Outputs.
11.3 The Client shall not rely upon Analytical Outputs as a substitute for independent professional assessment, engineering design, regulatory compliance review, or specialist advice appropriate to the Client's circumstances.
11.4 AIRO makes no representation or warranty that the Services will identify all ventilation issues, prevent adverse health outcomes, satisfy any particular regulatory standard, or guarantee any specific operational result.
11.5 The limitations in this clause 11 shall not apply to the extent that any loss or damage is caused directly by AIRO's gross negligence or wilful misconduct.
11.6 AirCare is a monitoring and condition-assessment system only. The Services do not constitute cleaning services, maintenance services, inspection services, engineering services, fire detection services, fire alarm services, remediation services, or statutory compliance services.
11.7 The Client remains responsible for complying with all statutory, regulatory, insurance, fire safety, ventilation hygiene, health and safety, and maintenance obligations applicable to its premises, regardless of the Services or any Analytical Outputs.
11.8 The Client remains solely responsible for the inspection, cleaning, maintenance, repair, remediation, operation, and regulatory compliance of its ventilation systems, ductwork systems, and associated assets.
11.9 AIRO does not undertake, provide, supervise, certify, or warrant any cleaning, maintenance, remediation, repair, or physical works unless expressly agreed under a separate written agreement.
11.10 The Client remains solely responsible for determining whether, when, and to what extent any cleaning, maintenance, inspection, remediation, repair, or operational action should be undertaken in response to monitoring data, alerts, reports, or Analytical Outputs.
12. INTERNATIONAL GOVERNANCE
12.1 These Conditions form part of a globally governed platform infrastructure ecosystem operated by AIRO. The Contract is intended to support international deployment while maintaining consistent governance principles across all jurisdictions.
12.2 The following principles apply consistently across all deployment jurisdictions: AIRO Core as the authoritative operational system of record; AIRO's ownership of platform infrastructure, AIRO Platform Data, Analytical Outputs, derived intelligence, AI models, and training data; platform governance rights; operational continuity protections; hardware ownership and sensor-as-a-service protections; cyber security governance; the PPF as the supplemental governance framework; and ecosystem integrity protections.
12.3 Where mandatory applicable local law requires modification to any provision of the Contract, such modification shall apply only to the minimum extent reasonably necessary. No local law modification shall materially undermine AIRO's platform governance, data ownership, AI governance, or ecosystem integrity protections.
12.4 AIRO may issue Regional Addenda to address local regulatory, operational, or commercial requirements. Regional Addenda supplement the core framework and do not replace it unless expressly stated and required by mandatory applicable local law.
12.5 AIRO may process, store, and analyse AIRO Platform Data across international hosting environments as AIRO determines appropriate. AIRO may designate regional hosting environments and implement jurisdiction-specific data handling controls where reasonably necessary.
13. SUSPENSION, TERMINATION, AND CONSEQUENCES
13.1 Suspension
13.1.1 AIRO may suspend the Services (in whole or in part) where: (a) the Client fails to pay any amount due on the due date; (b) the Client breaches these Conditions or the PPF; (c) suspension is reasonably necessary for platform integrity, security, maintenance, or regulatory compliance; or (d) AIRO reasonably believes the Client is about to become subject to an insolvency event.
13.1.2 AIRO shall use reasonable endeavours to provide advance notice of any planned suspension (except in cases of emergency, security incident, or persistent default).
13.2 Termination
13.2.1 Either Party may terminate the Contract by giving not less than ninety (90) days' written notice before the end of the Initial Term or any Renewal Period.
13.2.2 Either Party may terminate the Contract with immediate effect by written notice if the other Party: (a) commits a material breach which is not remedied within thirty (30) days of written notice; or (b) becomes subject to an insolvency event.
13.2.3 AIRO may terminate the Contract with immediate effect if the Client fails to pay any amount due within sixty (60) days of the due date.
13.3 Consequences of Termination
13.3.1 On termination or expiry of the Contract (howsoever arising):
(a) the Client's right to possession of the Monitoring Equipment shall terminate;
(b) the Client shall immediately pay all outstanding Subscription Payments, interest, and any early termination charges due;
(c) the Client shall return all Monitoring Equipment to an address specified by AIRO within thirty (30) days;
(d) if the Client fails to return equipment within thirty (30) days, the Client shall be charged the full replacement cost;
(e) The Client shall be responsible for any reinstatement works, ductwork repairs, access panel repairs, making-good works, or other remedial works required following the removal, recovery, relocation, or decommissioning of the Monitoring Equipment, except to the extent caused by AIRO's negligence.
(f) the Client's access to AIRO Core shall be revoked.
13.3.2 Termination shall not affect any rights, remedies, obligations, or liabilities that have accrued up to the date of termination.
13.3.3 Any provision that expressly or by implication is intended to have effect after termination shall survive, including clauses 7 (hardware), 10 (data/AI rights), 11 (AI disclaimer), 14 (liability), 15
(confidentiality), and this clause 13.3.
14. LIMITATION OF LIABILITY
14.1 Nothing in the Contract shall limit or exclude either Party's liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; or (c) any matter in respect of which it would be unlawful to exclude or restrict liability.
14.2 Subject to clause 14.1, AIRO's total aggregate liability arising out of or in connection with the Contract shall not exceed £5,000,000.
14.3 Subject to clause 14.1, neither Party shall be liable for any indirect, consequential, special, or incidental loss or damage, including loss of profit, loss of revenue, loss of business, loss of data, or loss of anticipated savings.
15. CONFIDENTIALITY
15.1 Each Party shall keep confidential all information of a confidential nature obtained from the other Party and shall not disclose such information without the prior written consent of the disclosing Party.
15.2 The obligations of confidentiality shall not apply to information which: (a) is or becomes publicly available other than through breach; (b) was already known to the receiving Party; (c) is independently developed; or (d) is required to be disclosed by law, regulation, or court order.
15.3 The obligations of confidentiality survive termination for a period of five (5) years.
15.4 AIRO may identify the Client as a customer of AIRO in marketing materials, presentations, investor materials, website content, and promotional activities, provided that AIRO shall not use the Client's logos, trademarks, or branding without the Client's prior written consent unless otherwise agreed in writing.
16. FORCE MAJEURE
16.1 Neither Party shall be in breach of the Contract or liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure results from a Force Majeure Event.
16.2 "Force Majeure Event" means any event beyond a Party's reasonable control, including but not limited to acts of God, war, terrorism, pandemic, epidemic, governmental action, fire, flood, earthquake, cyber-attack, failure of telecommunications networks, power failure, or industrial action.
16.3 A Party affected by a Force Majeure Event shall promptly notify the other Party and use reasonable endeavours to mitigate the effects.
16.4 If a Force Majeure Event continues for more than ninety (90) days, either Party may terminate the Contract by giving thirty (30) days' written notice.
17. GOVERNING LAW AND GENERAL PROVISIONS
17.1 The Contract shall be governed by and construed in accordance with the law of England and Wales.
17.2 The courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising out of or in connection with the Contract.
17.3 Where a Regional Addendum specifies an alternative governing law, jurisdiction, or dispute resolution mechanism, such provisions shall apply to the extent specified therein.
17.4 If any provision of the Contract is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
17.5 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
17.6 No variation of the Contract shall be effective unless agreed in writing and signed by both Parties.
17.7 Nothing in the Contract shall be deemed to establish a partnership or joint venture between the Parties, or constitute either Party the agent of the other.
17.8 AIRO acknowledges that the Contract and these Conditions operate as a platform infrastructure ecosystem and that AIRO may evolve AIRO Core and associated digital services from time to time. Such evolution may include the introduction or enhancement of APIs, integrations, AI tooling, analytics products, reporting tools, workflow automation, enterprise functionality, and additional monitoring capabilities.
17.9 These Conditions shall apply only to those services, features, and functionality which are accessed by the Client, enabled under the applicable plan, or included within an agreed Order Schedule. - END OF CLIENT TERMS & CONDITIONS - AIRO IAQ Technologies Limited A subsidiary of AIRO Group Holdings Limited Document Reference: AIRO-DOC-007 | Version 1.0