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End User Terms of Service - Isle Systems - Lone Worker - PTT/PoC

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END User Terms of Service
1. GENERAL & ACCEPTANCE
These Terms and Conditions (“Terms”) constitute a legally binding agreement between the End User (“End User”, “you”) and Isle Expert Systems Limited (T/A Isle Systems), an Irish company headquartered at Unit 3, Whitethorn Centre, Main Street, Kilcoole, Co. Wicklow, Ireland, A63 RP02 (“Isle Systems”, “we”, “us”).
 
These Terms govern all access to and use of Isle Systems hardware devices (“Products”), embedded firmware, and any proprietary software, applications, or cloud-based platforms provided under Isle Systems brand names—including but not limited to Aspect Link, Aspect247, Aspect365, Atlas PTT, Atlas SOS, Atlas CM, Atlas Home, Atlas Hello, and related APIs or mobile apps (collectively, the “Service”).
 
By purchasing, registering, installing, accessing, or using any Product or Service, you agree to be bound by these Terms. If you are accepting these Terms on behalf of an entity, you warrant that you have full legal authority to bind that entity.
Isle Systems reserves the right to update or modify these Terms at any time. Continued use of the Service after changes take effect constitutes acceptance of the updated Terms.


2. INTELLECTUAL PROPERTY & PROPRIETARY RIGHTS
Ownership: Isle Systems and its licensors retain all right, title, and interest, including all patent, copyright, trade secret, trademark, and other intellectual property rights, in and to the Products, Services, firmware, software, interface designs, documentation, and all modifications or derivative works thereof.

Restrictions: End User shall not, and shall not permit any third party to:
  • Reverse engineer, decompile, disassemble, or attempt to derive the source code or underlying algorithms of the Service      or embedded firmware;
  • Modify, translate, adapt, or create derivative works based upon the Products or Services;
  • Rent, lease, sublicense, resell, time-share, or distribute the Service to any third party;
  • Perform penetration testing, load testing, vulnerability scanning, or competitive benchmarking without Isle Systems’      prior written consent;
  • Remove, alter, or obscure any proprietary notices, labels, or trademarks.

Feedback & Derived Data: Any suggestions, improvements, ideas, or feedback provided by the End User, alongside any telemetry, aggregate system metrics, and technical performance data generated by the Service, shall become the sole and exclusive property of Isle Systems without restriction or obligation.

Firmware Licence: Firmware is licensed, not sold. Title to firmware never transfers to the End User.


3. GRANT OF LICENCE & ACCESS RIGHTS
Subject to timely payment of applicable fees and compliance with these Terms, Isle Systems grants End User a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Service solely for internal business operations in connection with authorised Products.

Isle Systems may deploy mandatory updates, patches, bug fixes, or enhancements at its sole discretion. Updates providing new functionality may require additional fees.


4. USER ACCOUNTS, SECURITY & DATA RESPONSIBILITIES
Account Security: End User is responsible for maintaining the confidentiality of account credentials and for all activities conducted under its accounts.
Security Responsibilities: End User is solely responsible for securing its own networks, firewalls, mobile devices, and physical hardware. Isle Systems is not liable for breaches caused by End User misconfiguration or insecure environments.

Data Controller Obligations: End User acts as the Data Controller under applicable data protection laws (including EU/UK GDPR) for all personal data, employee location data, contact details, and telematics (“Data”) transmitted to or processed by the Service.

Consents & Permits: End User warrants that it has obtained all necessary legal permits, employee consents, and notices required to collect, monitor, track, and transfer Data—including real-time geographical location and identity details.

End User shall indemnify Isle Systems against any claims arising from failure to obtain such consents.


5. DATA LICENCE, SUBPROCESSORS & BACKUPS
Data Rights: End User grants Isle Systems a worldwide, royalty-free licence to host, store, process, analyse, transmit, and display Data solely to provide and maintain the Service.

Sub-processors: End User acknowledges and agrees that Isle Systems may use third-party sub-processors for hosting, analytics, communications, and support. A separate Data Processing Agreement (DPA) governs such processing.

Anonymous & Aggregated Data: Isle Systems may anonymise and aggregate Data for analytics, machine learning, and product improvement.

Data Retention & Deletion: Upon termination, non-payment, or inactivity exceeding 30 days, Isle Systems may permanently delete all End User Data. End User is solely responsible for exporting and backing up Data.


6. HIGH-RISK USE DISCLAIMER & SAFETY NOTICE
Isle Systems Products and Services, including Atlas SOS, Atlas PTT, and lone-worker solutions, are intended as supplementary communication and monitoring tools. THEY ARE NOT FAIL-SAFE EMERGENCY SYSTEMS.

Performance depends on third-party infrastructure outside Isle Systems’ control, including:
  • GNSS/GPS satellite coverage
  • Cellular networks
  • Internet availability
  • Power supplies
  • User device settings
  • Environmental conditions

No Duty of Care: Isle Systems does not provide emergency monitoring, dispatch, supervision, or response services. Isle Systems has no obligation to monitor alerts, act on alerts, or ensure alerts are received.

No Guarantee of Delivery: Isle Systems does not guarantee the delivery, timeliness, accuracy, or receipt of any SOS message, alert, PTT call, or location update.

End User must maintain independent safety protocols.


7. HARDWARE WARRANTY & DISCLAIMERS
Hardware Warranty: Products are warranted against defects in materials and workmanship for 12 months from delivery. Warranty excludes:
  • Misuse, abuse, or physical damage
  • Water ingress beyond rated protection
  • Battery degradation
  • Unauthorised repair or modification
  • Environmental damage

Replacements may be refurbished units.

Service Disclaimer: THE SERVICE AND PRODUCTS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND.

Isle Systems disclaims all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.


8. LIMITATION OF LIABILITY
To the maximum extent permitted by law, Isle Systems shall not be liable for any indirect, consequential, incidental, special, punitive, or exemplary damages—including loss of profits, revenue, data, business interruption, reputational harm, or personal injury.

Monetary Cap: Isle Systems’ total aggregate liability shall be limited to the fees actually paid by the End User for the specific Product or Service giving rise to the claim in the preceding twelve (12) months.


9. INDEMNIFICATION
End User agrees to indemnify Isle Systems against claims arising from:
  • Breach of these Terms
  • Failure to comply with data protection or employee monitoring laws
  • Misuse or misconfiguration of Products or Services
  • Failure to train staff or respond to alerts
  • Personal injury, death, or property damage arising from reliance on the Service


10. PAYMENT TERMS
Unless otherwise stated:
  • Invoices are due on the date of issue
  • Late payments may incur interest at the maximum rate permitted by law
  • Prepaid fees are non-refundable
  • Subscription licences may automatically renew unless cancelled in writing


11. DELIVERY, TITLE & RISK
Risk transfers to End User upon delivery. Title to hardware transfers only upon full payment. Shipping terms follow standard Incoterms unless otherwise agreed.


12. FORCE MAJEURE
Isle Systems shall not be liable for delays or failures caused by events beyond its reasonable control, including natural disasters, war, strikes, government restrictions, network outages, or supplier failures.


13. SUSPENSION & TERMINATION
Isle Systems may suspend access immediately if:
  • Fees are overdue
  • End User breaches these Terms
  • Security threats are suspected
  • Required by law

Termination may occur for uncured material breaches or insolvency.

Survival clauses apply to IP, Data Responsibilities, Disclaimers, Liability, Indemnification, and Governing Law.


14. GOVERNING LAW & JURISDICTION
These Terms shall be governed exclusively by Irish law. The parties submit to the exclusive jurisdiction of the courts of Ireland.


15. ENTIRE AGREEMENT
These Terms constitute the entire agreement between the parties and supersede all prior proposals, representations, or agreements.

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