OWL Customer Agreement

The Customer Agreement for the OWL Solution is shown below…

ONWAVE OWL SERVICE

OWL ORDER DOCUMENT 19 Mar 2020

Onwave has developed OWL, a geofencing software application, which it makes available to users as an online service.
The Customer wishes to use OWL in its business operations in relation to Projects. This Order Document, together with the Onwave OWL Terms and Conditions,
sets out the basis on which Onwave makes OWL available and forms the Agreement between Onwave and the Customer named in this Order Document for the use of OWL.

CUSTOMER DETAILS
Customer: [Company name] Limited (company no. [number])
Customer’s address: [Registered address]
Company Administrator: Name: [name]
Role / Title: [role / title]
Email: [email]
Telephone: [telephone]
Postal Address: [postal address]

 

INITIAL SUBSCRIPTION DETAILS

Additional Projects and Subscription Units can be added in accordance with the OWL Terms and Conditions

Project: [insert brief details]
Initial Subscription Units: [insert number of units]

1 Subscription Unit = 365 user access days

Subscription Fees for the Initial Subscription Units: Per Subscription Unit (excluding VAT): £[amount]

[Add any further details as required]

Total (excluding VAT): £[amount]

Additional terms: [insert details of any additional terms which are specific to this customer]

Unless otherwise defined in this Order Document, terms used in this Order Document shall have the meaning given to them in the OWL
Terms and Conditions. In the event of any conflict between the OWL Terms and Conditions and this Order Document, this Order Document will apply.

This Order Document and the OWL Terms and Conditions apply to the Agreement between Onwave and the Customer for the provision of OWL to the exclusion
of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. By signing
this Order Document, the Customer agrees to the terms set out in this Order Document and the OWL Terms and Conditions.

Signed for and on behalf of ONWAVE UK LIMITED

Signed……………………………………………

Print name……………………………………

Date……………………………………………

Signed for and on behalf of above named CUSTOMER

Signed……………………………………………

Print name……………………………………

Date……………………………………………

OWL TERMS AND CONDITIONS

These OWL Terms and Conditions, together with the accompanying Order Document, form the agreement between the Customer and Onwave for the provision of the OWL Services.

1 INTERPRETATION

1.1 The definitions and rules of interpretation in this clause apply in the Agreement.

Access: has the meaning given in clause 3.5.
Agreement: means the contract between Onwave and the Customer comprising OWL Terms and Conditions, the accompanying Order Document,
and the End User Licence Agreement.
Authorised Users: means those employees, agents and independent contractors of the Customer who are authorised by the Customer
in relation to a particular Project to use the OWL Services details of whom are notified to Onwave as set out
in clause 2. The authorised users will comprise the Company Administrator, the Project Administrator and
the Project Users.
Business Day: means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Confidential Information: means information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential
Information in clause 12.5 or clause 12.6.
Customer: means the customer named in the Order Form.
Company Administrator: means the Customer’s Company administrator named in the Order Form (or their replacement as notified to Onwave by
the Customer in writing from time to time) who is authorised by the Customer to set up new Projects and assign
Project Administrators to those Projects via the OWL Platform.
Customer Data: means:

(a) the data inputted by the Customer or its Authorised Users (or by Onwave behalf of the Customer or its Authorised
Users) into the OWL Platform including details of the Authorised Users, the Project (including the address of the Project
Location), the areas/zones set by the Project Administrator and the related rules set by the Project Administrator; and

(b) the movement logs created by the OWL Services in relation to the Authorised Users.

Data Protection Legislation: means all relevant data regulations including applicable data protection and privacy legislation in force from time to
time including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and
Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic
Communications Regulations 2003 (SI 2003/2426) and all other legislation and regulatory requirements in force from
time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of
electronic communications); and the guidance and codes of practice issued by the relevant data protection or supervisory
authority and applicable to a party. The terms controller, processor, data subject, personal data, personal data breach,
processing and appropriate technical and organisational measures shall have the meanings given in the Data Protection Legislation.
Documentation: means the documentation which sets out the description of the OWL Services and the user instructions for the OWL Services as made
available to the Customer by Onwave from time to time. Documentation will be made available via the Onwave website at www.onwave.com.
Effective Date: means the date on which the Order Form is signed by the Customer.
End User Licence Terms: means the licence terms governing the access and use by Authorised Users of the OWL Software and Services.
Exclusions: has the meaning given in clause 5.2.
Intellectual Property Rights: means all patents, copyrights, design rights, trade marks, service marks, trade secrets, know-how, database rights
and other rights in the nature of intellectual property rights (whether registered or not) and all applications for
the same which may now, or in the future, subsist anywhere in the world, including the right to sue for and recover
damages for past infringements.
Normal Business Hours: means [8.00 am to 5.00 pm] local UK time, each Business Day.
Onwave: means Onwave UK Limited, a company registered in England and Wales with company number 07490613 whose registered office
is at 4 Abbey Wood Road, Kings Hill, West Malling, England ME19 4AB.
Onwave’s Privacy Notice: means the privacy notice made available by Onwave to the Customer via the OWL Portal (as may be amended by Onwave from
time to time) describing what and how personal data is collected and used by Onwave in relation to the provision of the OWL Services.
OWL Portal: means Onwave’s online portal which enables the Customer to use the OWL Services including the ability to add and define Projects,
set areas/zones and allocate Project Administrators and other Authorised Users, in each case in accordance with the Documentation
and the terms of the Agreement.
OWL Services: means the services made available to the Customer by Onwave in accordance with the term of the Agreement comprising the licence to
use the OWL Software and access the OWL Portal on a subscription basis and the provision of the related services as set out in the
Agreement.
OWL Software: means the mobile software application known as OWL which is made available to the Customer by Onwave for mobile devices (via iOS,
Android or Onwave supplied GPS trackers) to enable the location of Authorised Users at Project Locations to be tracked and recorded
via the OWL Services.
Project: means a distinct project for which the Customer wishes to use the OWL Services. The initial Project is described in the Order Form.
Additional Projects may be added by the Company Administrator from time to time via the OWL Portal.
Project Administrator: means each person assigned the role of “Project Administrator” in relation to a Project by the Company Administrator via the OWL Platform.
Project Location: means the geographical location at which the Project is being performed.
Project User: means each person assigned the role of “Project User” in relation to a Project by the relevant Project Administrator via the OWL Platform.
Subscription Fees: means the subscription fees payable by the Customer to Onwave for the Subscription Units.
Subscription Term: has the meaning given to it in clause 14.1.
Subscription Units: means the number of subscription units purchased by the Customer in relation to a particular Project pursuant to clause 3 and clause 9.1.
Support Services Policy: means Onwave’s support services policy for the OWL Services as updated by Onwave from time to time.
Third Party Hosting Provider: means the third party service provider used by Onwave to host the OWL Software and OWL Portal from time to time.
Onwave shall be entitled to change its Third Party Hosting Provider at any time at its discretion.
Third Party Software: has the meaning given to it in clause 10.1.
Tracker Devices: means a mobile phone or other device onto which the OWL Software is downloaded, or other dedicated tracking device,
in each case to enable the location of Authorised Users at Project Locations to be tracked and recorded via the OWL Services.
Tracker Device Guidance: means Onwave’s document which provides guidance on how to use Tracker Devices as made available to the Customer from time
to time. This documentation will be available via the Onwave website at www.onwave.com
Virus: means anything (including any software, code, file or programme) which may: prevent, impair or otherwise adversely
affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network
or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data,
including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or
part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
Vulnerability: means a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results
in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.

1.2 Clause, schedule and paragraph headings shall not affect the interpretation of the Agreement. References to clauses and schedules are to the clauses and
schedules of the Agreement; references to paragraphs are to paragraphs of the relevant schedule to the Agreement.

1.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality). A reference to a company shall
include any company, corporation or other body corporate, wherever and however incorporated or established.

1.4 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular and a reference to
one gender shall include a reference to the other genders.

1.5 A reference to a statute or statutory provision is a reference to it as it is in force from time to time and shall include all subordinate legislation
made from time to time under that statute or statutory provision.

1.6 A reference to writing or written includes e-mail.

2 AUTHORISED USERS

2.1 The Customer shall appoint a Company Administrator who will be responsible for setting up new Projects and adding Project Administrators for those
Projects via the OWL Portal.

2.2 The Company Administrator may, from time to time, add or replace Authorised Users in relation to a Project (subject to the Customer having paid for
sufficient Subscription Units)

2.3 The Customer acknowledges that it is solely responsible for the acts and omissions of its Authorised Users (including the Company Administrator and
Project Administrators).

2.4 In relation to the Authorised Users, the Customer undertakes that:

2.4.1 it shall ensure that the Authorised Users use the OWL Services in accordance with the Documentation, the Agreement and the applicable End User Licence
Terms and it shall be responsible for any breaches by Authorised User’s of these Licence terms;

2.4.2 it shall ensure that all Authorised Users who use Tracker Devices do so in accordance with the Tracker Device Guidance;

2.4.3 each Authorised User shall keep a secure password for their use of the OWL Portal and Software. The Customer shall keep their password confidential and
not share their password with anyone else (including without limitation another employee or contractor of the Customer); we reserve the right to initiate a
change of password for a user if we believe that user account is no longer secure.

2.4.4 it shall permit Onwave or Onwave’s designated auditor to audit the OWL Services in order to establish the name and password of each Authorised User
and to audit compliance with the Agreement. Each such audit may be conducted no more than once per quarter, at Onwave’s expense, and this right shall be
exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer’s normal conduct of business;

2.4.5 if any of the audits referred to in clause 2.4.4 reveal that any password has been provided to any individual who is not an Authorised User, then
without prejudice to Onwave’s other rights, the Customer shall promptly disable such passwords and Onwave shall not issue any new passwords to any such
individual; and

2.4.6 if any of the audits referred to in clause 2.4.4 reveal that the Customer has underpaid Subscription Fees to Onwave, then without prejudice to
Onwave’s other rights, the Customer shall pay to Onwave an amount equal to such underpayment within [10] Business Days of the date of the relevant audit.

3 PROJECTS AND SUBSCRIPTION UNITS

3.1 Onwave grants the Customer’s Authorised Users a limited, non-transferable, non-sublicensable licence to use the OWL Services during the term of the
Agreement subject to the Customer paying the applicable Subscription Fees to maintain sufficient Subscription Unit credits and complying with the terms of
the Agreement.

3.2 The Customer acknowledges that Subscription Units are units of time purchased by the Customer to enable its Authorised Users to use the OWL Services
in relation to a Project. The initial Project for which the Customer is purchasing Subscription Units is set out in the Order Document.

3.3 If the Customer wishes to add any new Projects during the term of the Agreement or purchase any additional Subscription Units for a new or existing
Project, it can do so via the OWL Portal (subject to such functionality being available). Where such functionality is not available the Customer may add any
new Projects or purchase any additional Subscription Units for a new or existing Project via Onwave’s sales desk as directed by Onwave in writing.

3.4 Each Subscription Unit is equal to 365 days’ Access to the OWL Services. The Customer acknowledges that how long a Subscription Unit lasts will depend
upon how many Authorised Users Access the OWL Services.

3.5 For the purpose of calculating the use of a Subscription Unit, “Access” shall mean an Authorised User being registered as an active
user to the OWL Services (or any part thereof) at any point during a calendar day. Once an Authorised User has Accessed the OWL Services (or any part thereof)
at any point during a calendar day, that day will be deemed to have been ‘spent’ and cannot be transferred to another Authorised User or used again on a
subsequent day. The Customer acknowledges that the OWL Services will be deemed to be Accessed if an Authorised User is registered as an active user to
the OWL Services (or any part thereof) even if the Authorised User is not at the Project Location and does not use the OWL Services.

3.6 The greater the number of Authorised Users who Access the OWL Services, the less time a Subscription Unit will last because the Subscription Unit is being
used up by a greater number of Authorised Users as illustrated by the example of below:

Illustrative Example. If a Customer purchases one Subscription Unit for a Project and has one Authorised User in relation to that Project, that would allow that one
Authorised User to Access the OWL Services for 365 days (making the Subscription Unit last for one year). If the Customer then immediately increased the number of
Authorised Users on a Project to five, that would allow each of the five Authorised Users to Access the OWL Services for 73 days (making the Subscription Unit last
for 73 days).

3.7 The OWL Portal will display a countdown timer for each Project showing the number of remaining access days based on the number of purchased Subscription
Units (subject to such functionality being available), the dates of purchase of these and the number of Authorised Users registered to that Project at that
particular time.

3.8 At the end of a Project, any Subscription Units purchased by the Customer relating to that Project which still have time remaining may be reassigned to
another of the Customer’s Projects.

3.9 Once purchased, Subscription Units are non-refundable (save as set out in clause 14.3) and are not transferable to third parties (including members of
the Customer’s group).

3.10 Any unused Subscription Units (or remaining days thereof) will expire on the earlier of: (a) three years from the date of purchase; and (b) termination
of the Agreement.

4 RESTRICTIONS ON THE USE OF THE OWL SERVICES

4.1 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the OWL Services that:

4.1.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

4.1.2 facilitates illegal activity;

4.1.3 depicts sexually explicit images;

4.1.4 promotes unlawful violence;

4.1.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

4.1.6 is otherwise illegal or causes damage or injury to any person or property.

4.2 The Customer shall not:

4.2.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly
permitted under the Agreement:

4.2.1.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any
portion of the OWL Services and/or the Documentation (as applicable) in any form or media or by any means; or

4.2.1.2 attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the OWL Services; or

4.2.2 access all or any part of the OWL Services or the Documentation in order to build a product or service which competes with the OWL Services and/or the
Documentation; or

4.2.3 subject to clause 22, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make
the OWL Services and/or Documentation available to any third party except the Authorised Users; or

4.2.4 attempt to obtain, or assist third parties in obtaining, access to the OWL Services and/or Documentation, other than as permitted under the Agreement; or

4.2.5 introduce, or permit the introduction of, any Virus or Vulnerability into Onwave’s network and information systems.

4.3 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the OWL Services and, in the event of any such
unauthorised access or use, shall promptly notify Onwave.

4.4 The rights granted to the Customer under the Agreement are granted to the Customer only, and shall not be considered granted to any group company of the Customer.

4.5 Onwave reserves the right, without liability to the Customer or prejudice to Onwave’s other rights and remedies, to disable the Customer’s access to the OWL
Services in the event of a breach of this clause 4.

5 SUPPORT AND TRAINING

5.1 Onwave shall use commercially reasonable endeavours to make the OWL Software and OWL Portal available 99.5% of the time subject to the Exclusions set out in
clause 5.2.

5.2 Onwave shall have no liability for any downtime caused by any of the following (“Exclusions”):

5.2.1 maintenance carried out by Onwave which it has provided the Customer with advance written notice of, such maintenance to be carried out (wherever reasonably
possible) during the hours of 10.00pm to 2.00am UK time;

5.2.2 act or omission of the Customer or its Authorised Users;

5.2.3 any modification or alteration of the OWL Services by any party other than Onwave or Onwave’s duly authorised contractors or agents;

5.2.4 any failure of the Third Party Hosting Provider;

5.2.5 any Force Majeure Event; or

5.2.6 any failure, interruption, outage, or other problem with any software, hardware, system, network, or facility which is provided by a third party.

5.3 Onwave will, as part of the OWL Services and at no additional cost to the Customer provide the Customer with Onwave’s standard customer support services
during Normal Business Hours in accordance with Onwave’s Support Services Policy in effect at the time that the OWL Services are provided. Onwave may amend the
Support Services Policy in its sole and absolute discretion from time to time.

5.4 Should the Customer require additional support and training, the Customer may purchase training and support sessions at additional cost, the specific price
and details of the training and support to be provided shall be agreed in writing between the parties each time.

6 SERVICE WARRANTY

6.1 Onwave warrants that the OWL Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.

6.2 The warranty at clause 6.1 shall not apply to the extent that any non-conformance is caused by any Exclusion.

6.3 If the OWL Services do not conform with the foregoing warranty, Onwave will, at its expense, use all reasonable commercial endeavours to correct any
such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution
constitutes the Customer’s sole and exclusive remedy for any breach of the warrant set out in clause 6.1.

6.4 Onwave warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under
the Agreement.

6.5 Onwave does not warrant that:

6.5.1 the Customer’s use of the OWL Services will be uninterrupted or error-free;

6.5.2 that the OWL Services, Documentation and/or the information obtained by the Customer through the OWL Services, will meet the Customer’s unique/specific
requirements; or

6.5.3 the OWL Services will be free from Vulnerabilities.

6.6 The Customer accepts responsibility for the selection of the OWL Services to achieve its intended results and acknowledges that the Software has not been
developed to meet the individual requirements or intended purpose of the Customer.

6.7 Onwave is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks
and facilities, including the internet, and the Customer acknowledges that the OWL Services and Documentation may be subject to limitations, delays and other
problems inherent in the use of such communications facilities.

6.8 The Agreement shall not prevent Onwave from entering into similar agreements with third parties, or from independently developing, using, selling or
licensing documentation, products and/or services which are similar to those provided under the Agreement.

7 CUSTOMER’S OBLIGATIONS

7.1 The Customer shall:

7.1.1 provide Onwave with all necessary co-operation in relation to the Agreement and all necessary access to such information as may be required by Onwave
in order to provide the OWL Services, including but not limited to Customer Data, security access information and configuration services;

7.1.2 without affecting its other obligations under the Agreement, comply with all applicable laws and regulations with respect to its activities under the
Agreement;

7.1.3 carry out all other Customer responsibilities set out in the Agreement in a timely and efficient manner. In the event of any delays in the Customer’s
provision of such assistance as agreed by the parties, Onwave may adjust any agreed timetable or delivery schedule as reasonably necessary;

7.1.4 obtain and shall maintain all necessary licences, consents, and permissions necessary for Onwave, its contractors and agents to perform their obligations
under the Agreement, including without limitation the OWL Services;

7.1.5 ensure that its network and systems and any Tracker Devices used by it and its Authorised Users comply with the relevant specifications provided by Onwave
from time to time; and

7.1.6 be, to the extent permitted by law and except as otherwise expressly provided in the Agreement, solely responsible for procuring, maintaining and securing
its network connections and telecommunications links from its systems to data centres specified (or those used by Onwave from time to time), and all problems,
conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or
caused by the internet.

7.2 The Customer acknowledges that:

7.2.1 the OWL Services are intended to serve as a project management aid and are not to be used as a safety critical tool. The Customer acknowledges that
an imported data item is a snapshot of the state of that data item at the moment of import which may be superseded by the source without warning. The OWL Services
are not a substitute for carrying out operations with all due care and attention and should not be relied upon to notify Authorised Users of all risks and
restrictions;

7.2.2 Onwave shall have no responsibility to the Customer, the Authorised Users or any third party for procuring compliance with any tasks or rules set by the
Customer (or the applicable Project Administrator) in relation to a Project via the OWL Portal

7.2.3 the Customer assumes sole responsibility for:

7.2.3.1 setting the areas/zones in relation to a Project;

7.2.3.2 the tasks and rules applicable to the areas/zones it sets in relation to a Project;

7.2.3.3 any actions or activities taken by the Customer and/or its Authorised Users when using the OWL Services and the Documentation;

7.2.3.4 compliance with all applicable laws (including without limitation health and safety laws);

7.2.4 Onwave shall have no responsibility or liability for any damage caused by errors or omissions in any information, instructions, rules or scripts:

7.2.4.1 provided to Onwave by the Customer in connection with the OWL Services;

7.2.4.2 created by the Customer or its Authorised Users in relation to a Project; and/or

7.2.4.3 any actions taken by Onwave at the Customer’s direction;

7.3 The Customer shall defend, indemnify and hold harmless Onwave against claims, actions, proceedings, losses, damages, expenses and costs (including
without limitation court costs and reasonable legal fees) arising out of or in connection with the use of the OWL Services and/or Documentation by the
Customer or its Authorised Users. Onwave will provide reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer’s
expense provided that Onwave is given prompt notice of any such claim.

8 CUSTOMER DATA

8.1 The Customer shall own the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such
Customer Data. The Customer grants Onwave a licence to use the Customer Data to the extent necessary to enable Onwave to provide the OWL Services.

8.2 Onwave shall follow its archiving procedures for Customer Data as set out in its Data Management Policy which is available on request (as amended by
Onwave in its sole discretion from time to time). In the event of any loss or damage to Customer Data, the Customer’s sole and exclusive remedy against Onwave
shall be for Onwave to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained
by Onwave in accordance with the archiving procedure described in its Data Management Policy. Onwave shall not be responsible for any loss, destruction, alteration
or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by Onwave to perform services related to Customer Data
maintenance and back-up).

8.3 The parties acknowledge that Onwave and the Customer are each Data Controllers in their own right in relation to any personal data which it collects or
processes in relation to Authorised Users pursuant to the Agreement.

8.4 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 8 is in addition to, and does not relieve, remove
or replace, a party’s obligations or rights under the Data Protection Legislation.

8.5 The Customer shall ensure that it shall bring to each Authorised User’s attention, prior to use by them of the OWL Services, a copy of Onwave’s Privacy Notice,
and the Customer’s own equivalent policy detailing how the Customer will use the personal data collected or otherwise obtained by the Customer in relation to the
Authorised Users.

8.6 Without prejudice to the generality of clause 8.4, each party shall:

8.6.1 assist the other party, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection
Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators; and

8.6.2 notify each other without undue delay on becoming aware of any relevant data breach.

8.7 Each party shall ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing
of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or
unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development
and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality,
integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner
after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it).

8.8 Onwave shall only retain the Customer Data for so long as is needed for the purposes of the Agreement or otherwise as require to comply with any applicable
laws (including without limitation Data Protection Legislation).

8.9 Onwave shall delete all Customer Data within [90 days’] of termination of the Agreement save to the extent that Onwave is required to retain such Customer
Data in order to comply with any applicable laws (including without limitation Data Protection Legislation). For the purposes of this clause, the term “delete” shall
mean to put such data beyond use.

8.10 The Customer agrees that Onwave shall be permitted to collect and retain (both during the term of the Agreement and after termination) anonymised and
statistical data derived from the use of the OWL Services by the Customer and its Authorised Users provided that such data does not identify (and cannot be used
to identify) the Customer or its Authorised Users.

9 CHARGES AND PAYMENT

9.1 The Customer shall pay the Subscription Fees to Onwave for the Subscription Units in accordance with this clause 9.

9.2 The Customer shall on the Effective Date provide to Onwave valid, up-to-date and complete credit card details or approved purchase order information
acceptable to Onwave and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides:

9.2.1 its credit card details to Onwave, the Customer hereby authorises Onwave to bill such credit card:

9.2.1.1 on the Effective Date for the Subscription Fees payable in respect of the initial Subscription Units set out in the Order Document; and

9.2.1.2 on the due date for the Subscription Fees payable in respect of any additional Subscription Units purchased by the Customer from time to time in
accordance with clause 3.

9.2.2 its approved purchase order information to Onwave, Onwave shall invoice the Customer:

9.2.2.1 for Subscription Units, immediately on receipt of the purchase order. Subscription Units will be provided to enable user access within 48 hours of
receipt of payment from the Customer.

9.2.2.2 for supply of mobile devices, data and tracking devices, immediately on receipt of the purchase order with the due date being 28 days thereafter.

9.3 If Onwave has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of Onwave:

9.3.1 Onwave may, without liability to the Customer, disable the Customer’s password, account and access to all or part of the OWL Services and Onwave
shall be under no obligation to provide any or all of the OWL Services while the invoice(s) concerned remain unpaid; and

9.3.2 interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of the Bank of
England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

9.4 All amounts and fees stated or referred to in the Agreement:

9.4.1 shall be payable in [Pounds Sterling], payment in US Dollars or Euros is available via prior agreement;

9.4.2 are non-cancellable and non-refundable (save as set out in clause 14.3); and

9.4.3 are exclusive of VAT, which shall be added to Onwave’s invoice(s) at the appropriate rate.

9.5 If, at any time whilst using the OWL Services, the Customer exceeds the amount of data storage space specified in the Documentation, Onwave may charge
the Customer, and the Customer shall pay, Onwave’s then current excess data storage fees. The Customer may also, at any time, request an increase to the
standard data storage offered by Onwave for an additional monthly cost as specified by Onwave.

9.6 Onwave shall be entitled to increase the Subscription Fees and any other fees payable by the Customer under the Agreement by giving the Customer not
less than 90 days’ prior written notice provided that Onwave shall not increase its fees more than once in any 12 month period. All purchases made by the
Customer of Subscription Units after the expiry of such notice period shall be at the new rate.

10 THIRD PARTY SOFTWARE AND THIRD PARTY LICENCES

10.1 The Customer acknowledge that a number of items of third party software have been integrated into the OWL Services including Google Maps, a web mapping
service developed by Google. A full list of third party software is available on the OWL Portal (the “Third Party Software”), as may be updated by Onwave from
time to time by written notice to the Customer.

10.2 The Customer acknowledges that the incorporation of each item of Third Party Software into the OWL Services and use of it as part of the OWL Services is
done so under standard licence terms granted by relevant third parties to Onwave. The Customer further acknowledges that Onwave sub-licences the use of such
Third Party Software by the Customer in accordance with such licence terms and the Customer agrees to be bound by such sub-licencing terms (“Third Party Licences”)
(a link to such terms can be found on the OWL Portal, and/or copies of which shall be provided to the Customer on written request). The Customer shall indemnify
and hold Onwave harmless against any loss or damage which it may suffer or incur as a result of the Customer’s breach of the Third Party Licences howsoever arising.

10.3 Onwave may treat any breach of the Third-Party Licences as a breach of the Agreement.

11 INTELLECTUAL PROPERTY RIGHTS

11.1 The Customer acknowledges and agrees that Onwave and/or its licensors own all Intellectual Property Rights in the OWL Services and the Documentation. Except
as expressly stated herein, the Agreement does not grant the Customer any rights to, under or in, any Intellectual Property Rights or any other rights or licences in
respect of the OWL Services or the Documentation.

11.2 Subject to clause 11.4, Onwave shall defend the Customer, its officers, directors and employees against any claim that the Customer’s use of the OWL Services
in accordance with the Agreement infringes any third party Intellectual Property Rights, and shall indemnify the Customer for any amounts awarded against the Customer
in judgment or settlement of such claim, provided that:

11.2.1 Onwave is given prompt notice of any such claim;

11.2.2 the Customer does not make any admission of liability, agreement or compromise in relation to the claim without the prior written consent of Onwave;

11.2.3 the Customer provides reasonable co-operation to Onwave in the defence and settlement of such claim, at Onwave’s expense; and

11.2.4 Onwave is given sole authority to defend or settle the claim.

11.3 In the defence or settlement of any claim under clause 11.2, Onwave may procure the right for the Customer to continue using the OWL Services, replace
or modify the OWL Services so that they become non-infringing or, if such remedies are not reasonably available, terminate the Agreement on [5] Business Days’
notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.

11.4 In no event shall Onwave, its employees, agents and sub-contractors be liable to the Customer to the extent that the actual or alleged infringement is
based on or relates to:

11.4.1 any Third Party Software; or

11.4.2 a modification of the OWL Services by anyone other than Onwave; or

11.4.3 the Customer’s use of the OWL Services in a manner contrary to the instructions set out in the Documentation or otherwise given to the Customer by Onwave; or

11.4.4 the Customer’s use of the OWL Services after notice of the alleged or actual infringement from Onwave or any appropriate authority.

12 CONFIDENTIALITY

12.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under the Agreement. A party’s
Confidential Information shall not be deemed to include information that:

12.1.1 is or becomes publicly known other than through any act or omission of the receiving party;

12.1.2 was in the other party’s lawful possession before the disclosure;

12.1.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or

12.1.4 is independently developed by the receiving party, which independent development can be shown by written evidence.

12.2 Subject to clause 12.4, each party shall hold the other’s Confidential Information in confidence and not make the other’s Confidential Information
available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of the Agreement.

12.3 Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed
by its employees or agents in violation of the terms of the Agreement.

12.4 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other
regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other
party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 12.4, it takes
into account the reasonable requests of the other party in relation to the content of such disclosure.

12.5 The Customer acknowledges that details of the OWL Services, and the results of any performance tests of the OWL Services, constitute Onwave’s Confidential
Information.

12.6 Onwave acknowledges that the Customer Data is the Confidential Information of the Customer.

12.7 No party shall make, or permit any person to make, any public announcement concerning the Agreement without the prior written consent of the other parties (such
consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant
securities exchange), any court or other authority of competent jurisdiction.

12.8 The above provisions of this clause 12 shall survive termination of the Agreement, however arising.

13 LIMITATION OF LIABILITY

13.1 Except as expressly and specifically provided in the Agreement:

13.1.1 all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by
applicable law, excluded from the Agreement; and

13.1.2 the OWL Services and the Documentation are provided to the Customer on an “as is” basis.

13.2 Nothing in the Agreement excludes the liability of Onwave:

13.2.1 for death or personal injury caused by Onwave’s negligence;

13.2.2 for fraud or fraudulent misrepresentation; or

13.2.3 any other liability which cannot be excluded or limited under applicable law.

13.3 Subject to clause 13.1 and clause 13.2:

13.3.1 Onwave shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or
otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic
loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under the Agreement; and

13.3.2 Onwave’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise,
arising in connection with the performance or contemplated performance of the Agreement shall be limited to either:

13.3.2.1 the total Subscription Fees paid for the Subscription Units during the 12 months immediately preceding the date on which the claim arose; or

13.3.2.2 £250,000,

whichever is the lesser amount.

14 TERM AND TERMINATION

14.1 This Agreement shall, unless otherwise terminated as provided in this clause 14, commence on the Effective Date and shall continue for as long as the
Customer has live Subscription Units and/or Subscription Units which have not expired pursuant to clause 3.10 (the “Subscription Term”).

14.2 Without affecting any other right or remedy available to it, either party may terminate the Agreement with immediate effect by giving written notice to
the other party if:

14.2.1 the other party fails to pay any amount due under the Agreement on the due date for payment and remains in default not less than 14 days after being
notified in writing to make such payment;

14.2.2 the other party commits a material breach of any other term of the Agreement which breach is irremediable or (if such breach is remediable) fails to
remedy that breach within a period of 21 days after being notified in writing to do so;

14.2.3 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its
debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, as if the words “it is proved to the satisfaction of
the court” did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986;

14.2.4 the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or
enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one
or more other companies or the solvent reconstruction of that other party;

14.2.5 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other
than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other
party;

14.2.6 an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is
given or if an administrator is appointed, over the other party;

14.2.7 the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;

14.2.8 a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

14.2.9 a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied
or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;

14.2.10 any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or
similar to any of the events mentioned in clause 14.2.3 to clause 14.2.9 (inclusive); or

14.2.11 the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

14.2.12 the Customer has had no active users within the previous 180 days.

14.3 Onwave shall be entitled to terminate the Agreement at any time by giving not less than 60 days’ notice in writing to the Customer. In the event
that Onwave terminates the Agreement in accordance with this clause 14.3, Onwave shall refund to the Customer on a pro-rata basis any unused and unexpired
days from any Subscription Units purchased by the Customer prior to the date of such termination.

14.4 On termination of the Agreement for any reason:

14.4.1 the licences granted by Onwave under the Agreement shall immediately terminate and the Customer shall immediately cease all use of the OWL Services
and/or the Documentation;

14.4.2 each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the
other party;

14.4.3 Onwave may destroy or otherwise dispose of any of the Customer Data in its possession in accordance with clause 8.9, unless Onwave receives, no later
than ten days after the effective date of the termination of the Agreement, a written request for the delivery to the Customer of the then most recent back-up
of the Customer Data. Onwave shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written
request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date
of termination). The Customer shall pay all reasonable expenses incurred by Onwave in returning or disposing of Customer Data; and

14.4.4 any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages
in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced.

15 DISPUTE RESOLUTION

15.1 If a dispute arises out of or in connection with this agreement or the performance, validity or enforceability of it (Dispute), then, the parties shall
follow the procedure set out in this clause:

15.1.1 either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (Dispute Notice), together with relevant
supporting documents. On service of the Dispute Notice, the relevant contract manager of Onwave and the relevant contract manager of the Customer shall attempt
in good faith to resolve the Dispute;

15.1.2 if the contract manager of Onwave and the contract manager of the Customer are for any reason unable to resolve the Dispute within 14 days of service of
the Dispute Notice, the Dispute shall be referred to a director of Onwave and a director of the Customer who shall attempt in good faith to resolve it; and

15.1.3 if the director of Onwave and the director of the Customer are for any reason unable to resolve the Dispute within 14 days of it being referred to them,
the parties agree to enter into mediation in good faith to settle the dispute in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed
between the parties within 35 days of service of the Dispute Notice, the mediator shall be nominated by CEDR. To initiate the mediation, a party must serve
notice in writing (ADR notice) to the other party to the Dispute, referring the dispute to mediation. A copy of the ADR notice should be sent to CEDR. Unless
otherwise agreed between the parties, the mediation will start not later than 30 days after the date of the ADR notice.

15.2 The commencement of mediation shall not prevent the parties commencing or continuing court proceedings in relation to the Dispute under clause 27 which
clause shall apply at all times.

16 FORCE MAJEURE

Onwave shall have no liability to the Customer under the Agreement if it is prevented from or delayed in performing its obligations under the Agreement, or from
carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other
industrial disputes (whether involving the workforce of Onwave or any other party), failure of a utility service or transport or telecommunications network,
act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of
plant or machinery, fire, flood, storm or default of suppliers or sub-contractors (“Force Majeure Event”). Where Onwave becomes aware of a Force Majeure Event
it shall use its reasonable endeavours to notify the Customer of the event and its expected duration.

17 VARIATION

No variation of the Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

18 WAIVER

No failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy,
nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or
restrict the further exercise of that or any other right or remedy.

19 RIGHTS AND REMEDIES

Except as expressly provided in the Agreement, the rights and remedies provided under the Agreement are in addition to, and not exclusive of, any rights or remedies
provided by law.

20 SEVERANCE

20.1 If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect
the validity and enforceability of the rest of the Agreement.

20.2 If any provision or part-provision of the Agreement is deemed deleted under clause 20.1 the parties shall negotiate in good faith to agree a replacement
provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

21 ENTIRE AGREEMENT

21.1 This Agreement constitutes the entire Agreement between the parties and supersedes and extinguishes all previous Agreements, promises, assurances,
warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

21.2 Each party acknowledges that in entering into the Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation,
assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement.

21.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Agreement.

21.4 Nothing in this clause shall limit or exclude any liability for fraud.

22 ASSIGNMENT

The Customer shall not, without the prior written consent of Onwave, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its
rights or obligations under the Agreement.

23 NO PARTNERSHIP OR AGENCY

Nothing in the Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other,
and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the
making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

24 THIRD PARTY RIGHTS

This Agreement does not confer any rights on any person or party (other than the parties to the Agreement and, where applicable, their successors and permitted
assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

25 NOTICES

25.1 Any notice or other communication given to a party under or in connection with this agreement shall be in writing and shall be delivered by hand or by
pre-paid first-class post or other next working day delivery service or by email.

Notices will be sent to the following addresses / email addresses or such replacement address / email address as the applicable party notifies to the other party
in writing:

Notices to Onwave will be sent to:

The Chief Executive Officer or Chief Operating Officer

Onwave, 4 Abbey Wood Road, Kings Hill, West Malling, Kent. ME19 4AB

Email: accounts@onwave.com

Notices to the Customer will be sent to:

The Company Administrator named in the Order Document.

25.2 Any notice or communication shall be deemed to have been received:

25.2.1 If delivered by hand, on signature of a delivery receipt; and

25.2.2 if sent by pre-paid first-class post or other next working day delivery service, at 11:00 am on the second Business Day after posting or at the time recorded
by the delivery service; and

25.2.3 if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this
clause 25.2.3, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute
resolution.

26 GOVERNING LAW

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims)
shall be governed by and construed in accordance with the law of England and Wales.

27 JURISDICTION

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection
with the Agreement or its subject matter or formation (including non-contractual disputes or claims).