General Terms and Conditions Meteomatics Limited

General Terms and Conditions for Enterprise Customers — Meteomatics Ltd

September 2024

Table of Contents

1. SCOPE AND APPLICABILITY
2. ORDER OF PRECEDENCE
3. SERVICES
4. EQUIPMENT
5. THIRD PARTY INVOLVEMENT
6. NO PARTNERSHIP OR AGENCY
7. TRIAL
8. FEES AND PAYMENT
9. RESPONSIBILITIES OF THE CUSTOMER
10. LIMITATION OF LIABILITY
11. OWNERSHIP
12. DATA PROTECTION
13. INDEMNIFICATION
14. WARRANTIES
15. TERM AND TERMINATION
16. CONFIDENTIALITY
17. MISCELLANEOUS

DEFINITIONS

For the purpose of the Agreement, the following terms shall have the following meaning, unless the context clearly requires otherwise:

”Affiliate’’, means any entity that directly, or indirectly through one or more intermediaries, owns or controls, is owned or is controlled by, or is under common ownership or control with the subject entity. As used herein, ”control” means direct or indirect ownership or control that amounts to more than 50% of the voting rights of the subject entity or having the power to control the financial and operating policies to appoint the management of the subject entity.

”Agreement”, means Offer, these GTC, Service Level Agreement, Documentation and/or any other written or electronic agreement between Meteomatics and the Customer for the use of the Services and Equipment provided by Meteomatics and any other document that is governing the contractual relationship between Meteomatics and the Customer.

‘’Business Day’’, means day other than a Saturday, Sunday or public holiday in England, when banks in London, England are open for.

‘”Customer”’, means an enterprise customer entering into a legal relationship with Meteomatics.

‘”Customer Data”, means any information or data that is transmitted, created, collected, stored, processed or otherwise made available by Customer (and/or its Affiliates) to Meteomatics (and/or its Affiliates) via the Services or Equipment, including any data or information that is transmitted, created, collected, stored, processed or otherwise made available by to Meteomatics (and/or its Affiliates) through Customer’s, any of its Users’ or Affiliate’s use of the Services or Equipment.

”Documentation”, means any online guidelines or policies provided or made available to the Customer by Meteomatics in connection with the Services and/or Equipment provided by Meteomatics, including the documentation located at www.meteomatics.com

”Equipment”, means any certain hardware or equipment which are either leased or sold by Meteomatics (or its Affiliates) to the Customer as expressly specified in the Offer.

“Fee”, means fees to be paid by the Customer to Meteomatics which amount, and payment cycle is indicated in the Offer.

”Force Majeure”, means an unforeseeable event beyond control of Meteomatics during the entire duration of Initial Term and any Renewal Term that cannot be remedied or avoided by the exercise of reasonable diligence, including without limitation: (i) war, (ii) terrorism, (iii) civil disturbances, (iv) government actions, (v) pandemics & epidemics, (vi) strikes, (vii) lockouts, (viii) labor disputes, (ix) natural disasters, (x) fire, (xi) explosion, (xii) computer, telecommunications, internet service provider, or hosting facility failures; (xiii) delays involving hardware, software, or power systems not within Meteomatics possession or reasonable control or (xiv) other catastrophes.

”GTC”, means these General Terms and Conditions.

”Initial Term”, means the initial subscription term for which the Agreement between Meteomatics and the Customer is concluded.

“Intellectual Property Rights”, means any patents, utility models, rights to inventions, copyright and neighboring and related rights, moral rights, trademarks, service marks, business names and domain names, rights in get up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

”Meteomatics”, means Meteomatics Ltd (1703662)

“Offer”, means any offer made by Meteomatics to the Customer that contains details of the goods and/or services to be supplied by Meteomatics to the Customer and includes the corresponding Fees. Including but not limited to the sale of drones, the sale of meteorological data is included by this term.

”Party”, means Meteomatics or the Customer individually, and ‘’Parties” means Meteomatics and the Customer collectively.

”Renewal Term”, means the subscription term following the end of the Initial Term for which the Agreement is renewed.

“Services”, means the services provided by Meteomatics, particularly meteorological measurement and forecast data as well as the provision of individual forecasts, software and consulting and other products provided by Meteomatics.

“Service Level Agreement”, means the valid version of the Service Level Agreement concluded between Meteomatics and the Customer.

”User”, means a natural person who was authorized by the Customer to use the Services of Meteomatics and for whom an account was created and who obtained the credentials to access the Services of Meteomatics.

1 SCOPE AND APPLICABILITY

1.1 These GTC govern the contractual relationship between Meteomatics and the Customer particularly for the sale of the Services and/or Equipment.

1.2 The Customer shall be solely responsible for ensuring that all of the Customer Affiliates abide by these GTCs.

1.3 Meteomatics refers to these GTCs in the Offer or when issuing a quote and the Customer acknowledges that these GTCs apply by signing the Offer.

1.4 The Customers general terms and conditions of business or delivery do not apply, even if they are referred to in the Offer, quote or other related documents. Their application to the contractual relationship between Meteomatics and the Customer is being excluded.

1.5 Any deviations from these GTCs must the expressly stated in a written document signed by both Parties or in the Offer. However, Meteomatics may amend these GTCs at any time by posting them at Meteomatics designated website, currently located at meteomatics.com, and all such amended terms and conditions shall be deemed effective and binding as of the new effective date specified in the amended terms and conditions.

2 ORDER OF PRECEDENCE

2.1 If any provisions of the Offer, Service Level Agreement, Documentation or other written or electronic agreement between Meteomatics and the Customer conflict with these GTCs, such provisions shall be deemed null and void in the following order:

additional terms validly agreed between the Parties, which do not include an adaptions or extension of the Offer,
Documentation,
Service Level Agreement,
GTCs,
If applicable additional Limited Warranty Agreement,
Offer as well as adaptions or extensions of the Offer.

3 SERVICES

3.1 Right of use

3.1.1 Subject to the Agreement Meteomatics hereby agrees to make the Services available to the Customer under the applicable Offer. The Customer can benefit from this right of access on a non-exclusive and non-transferable basis (hereinafter referred to as the ‘’Right of Use’’).

3.1.2 The Right of Use is limited temporally to the duration of the Agreement concluded between Meteomatics and the Customer, spatially to the contractually agreed territory and factually to the purpose of the Agreement.

3.1.3 Neither the Customer and/or its Affiliates are entitled to any further rights in respect of the Services, besides as mentioned in Clause 4.1.1., such as copyright, patent, trademark, ownership or other usage that was not expressly mentioned in GTC, Offer, Service Level Agreement, Documentation or additional terms validly agreed between the Parties.

3.1.4 The Customer is obliged to obtain all the required permits, permissions or consents required by law, any landlord or any other party applicable to usage of Services.

3.2 Restrictions on the Right of Use

3.2.1 The Customer shall not undertake any of the following actions with respect to the Services and/or Documentation of Meteomatics:

3.2.1.1 adapt, reverse engineer, create, copy, modify, create any derivative work of, disassemble, decompile, re-engineer, make error corrections to the Services, or otherwise create, attempt to create, or permit, allow or assist others to create, the source code or the structural framework of the Services in whole or in part;

3.2.1.2 copy, modify, translate, create derivative works or create any Works whose expression is substantially similar to that of the Services and specifications of Meteomatics Services;

3.2.1.3 cause or permit any use, sub-license, assign, novate the benefit, display, loan, publication, transfer of possession or other dissemination of the Services or Documentation, in whole or in part, to or by any third party without Meteomatics prior written consent;

3.2.1.4 remove, delete, obscure, or alter any proprietary notices or labels;

3.2.1.5 engage in any fraudulent, unlawful or illegal activity, violate any laws or violate the rights of any third party.

3.2.2 The Customer shall notify Meteomatics as soon as it becomes aware of any unauthorised use of the Services by any person.

4 EQUIPMENT

4.1 Delivery of the Equipment will be made by Meteomatics.

4.2 Delivery charges shall be borne by the Customer.

4.3 Unless otherwise agreed between the Parties in writing, all shipments by Meteomatics shall be made to the shipping address indicated in the Offer.

4.4 All shipment and delivery dates are, unless they are expressly agreed in writing as fixed, meant as approximations only and do not constitute fixed deadlines.

4.5 Meteomatics can allocate the delivery and production services of the Equipment in its sole discretion.

4.6 Notwithstanding anything herein to the contrary, the Customer does not by virtue of the Offer acquire any right, title or interest in or to any pre-installed or embedded software in the Equipment, other than the right to use such pre-installed or embedded software solely in the normal operation of the Equipment and in accordance with the Agreement.

4.7 All the Equipment must be installed by Meteomatics. The Customer is obliged to ensure that the site in which the Equipment will be installed satisfies Meteomatics and the Equipment’s specifications.

4.8 The Customer is obliged to obtain all the required permits, permissions or consents required by law, any landlord or any other party applicable to installation of such Equipment. Site preparation by Customer must be completed prior to Meteomatics installation of the Equipment.

4.9 Customer is obliged to follow all user manuals, safety guidelines, maintenance circles as well as to successfully and without restriction complete all of the necessary and recommended operator trainings

4.10 Special provisions regarding the sales of the Equipment:

4.10.1 Customer must inspect the Equipment and – if applicable – assembly of the Equipment in line with Section 377 HGB (German Commercial Code) without undue delay after delivery and assembly and report any obvious defects or incorrect deliveries in writing at the latest within 10 Business Days after delivery. In case of hidden defects, every defect must be reported in writing without undue delay (at the latest within 3 Business Days) after Customer becomes aware of the defect. In the event of late notification, the deliveries shall be deemed to have been approved and any warranty or claims arising shall expire.

4.10.2 The risk of loss and damage of the Equipment will be passed from Meteomatics to the Customer upon the shipment of the Equipment. The Customer shall pay all the shipping charges and applicable taxes. The incoterm “Free Carrier (FCA), St. Gallen, Switzerland, Incoterms 2020” apply accordingly.

4.10.3 Meteomatics remains the owner of the Equipment until payments for the Equipment has been done in full by Customer in accordance with the Agreement.

4.11 Special provisions regarding the lease of the Equipment:

4.11.1 The Customer is obliged to insure the Equipment appropriately against misuse, damage, theft and destruction.

4.11.2 The Customer is not authorized to make changes or repairs to the Equipment.

4.11.3 Customer shall return the equipment immediately upon the expiry of the lease period and on its own costs to Meteomatics’s warehouse designated in the Agreement.

4.11.4 The Customer shall, at its sole expense, have the responsibility for returning any Equipment damaged through no fault of Meteomatics to Meteomatics. The Customer will be responsible for any replacement of the Equipment as well as any installation and shipping charges due to such replacement of Equipment. For further provisions see document regarding limited warranty of Meteomatics.

4.11.5 In addition to other remedies and rights available to Meteomatics, in the event that leased Equipment is lost, stolen or not fully returned to Meteomatics, Meteomatics reserves the right to charge the Customer with the then-current market value or the replacement value of the Equipment. Whether the then-current market value or the replacement value of the Equipment is used, is at the sole discretion of Meteomatics.

5 THIRD PARTY INVOLVEMENT

5.1 The Customer acknowledges that certain content and/or information that is available through the Services offered by Meteomatics, specifically meteorological information may be subject to intellectual property rights of third-party providers (hereinafter referred to as ‘’Third-Party Information”).

5.2 The Customer acknowledges that Meteomatics is not responsible or liable for its use of any Third-Party Information. The Customer ensures that the use of Third Property Rights does not violate any intellectual property rights. In case Customer violates intellectual property rights of third parties and Meteomatics is being made liable for this violation, Customer will hold Meteomatics harmless (incl. attorney and court fees).

6 NO PARTNERSHIP OR AGENCY

6.1 Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or I have authorize any party to make or enter into any commitments for or on behalf of any other party.

7 TRIAL

7.1 Meteomatics may make available to the Customer certain Services on a trial basis (hereinafter referred to as the “Trial Service”). The Customer’s use of the Trial Service will be for a term specified in the applicable Offer.

7.2 Meteomatics may discontinue any Trial Service at any time in its sole discretion. Meteomatics provides the Trial Service to the Customer ‘’as is» and without any warranty or indemnity of any kind.

8 FEES AND PAYMENT

8.1 As consideration for the Services and/or Equipment to be provided by Meteomatics, the Customer shall pay to Meteomatics the Fees specified in the Offer.

8.2 Unless otherwise agreed between the Parties, the Fees due under invoices issued by Meteomatics to the Customer shall be payable within 10 calendar days after the issuance of such invoice. If the invoice will not be paid by the Customer within 10 calendar days, Meteomatics has the right to suspend its services until the outstanding amount will be paid by the Customer. This does not affect the right of Meteomatics to request default interest on the Fees due and unpaid.

8.3 If the Customer is in default after the expiration of the payment term indicated in Clause 8.2, Meteomatics is entitled to apply a default interest rate in the amount of 5% p.a. calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law.

8.4 Unless otherwise agreed between the Parties, all Fees are non-refundable and no refunds shall be issued if the Customer is not using the Services and/or Equipment of Meteomatics or is using them partially.

8.5 Meteomatics has the right to adjust the Fees at the beginning of each Renewal Term.

9 RESPONSIBILITIES OF THE CUSTOMER

9.1 The Customer shall:

9.1.1 Ensure that the terms of the Offer are complete and accurate;

9.1.2 Co-operate with Meteomatics in all matters relating to the Services;

9.1.3 use the Services of Meteomatics solely for internal business purpose or the purpose indicated in the Agreement;

9.1.4 be responsible for the legality, quality, appropriateness and the accuracy of the Customer Data;

9.1.5 remain solely responsible for any use of the Services by its Users and be responsible for all Users’ compliance with Agreement;

9.1.6 make sure that the credentials for the Services are kept strictly confidential and not shared with any other person than those who have a need to know them (need to know basis);

9.1.7 promptly notify Meteomatics of any breach of security or unauthorized use of its account with Meteomatics;

9.1.8 be responsible for obtaining and maintaining any equipment, hardware, software, devices necessary to connect to, access or otherwise use the Services and/or Equipment.

9.1.9 Provide Meteomatics, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by Meteomatics;

9.1.10 Prepare the Customer’s premises for the supply of the Services;

9.1.11 Keep all Equipment at the Customer’s premises in safe custody at their own risk.

10 LIMITATION OF LIABILITY

10.1 Meteomatics provides its Services carefully and according to the recognized rules of meteorological science and technology. Customer acknowledges that, due to a large number of factors influencing the weather, the actual weather situation cannot be predicted with 100% accuracy. Also, it is not possible to retrace the weather situation exactly or to describe it exactly.

10.2 Services of Meteomatics represent forecasts or attempts to reconstruct historical weather processes that are based on experience with certain probabilities. Deviations in the forecast or deviations in the reconstructions from the actual weather situation cannot be avoided and do not constitute a defect.

10.3 Notwithstanding anything to the contrary, except in the instance of gross negligence or willful misconduct of Meteomatics and regardless of the legal basis the maximum aggregate liability arising out of or in connection with contractual relationship between Meteomatics and the Customer (thus, including tort or any other legal basis) shall not exceed the aggregate amount paid or payable by the Customer to Meteomatics in the last 12 months and shall not exceed the yearly value of the Agreement, as of the date of the events or circumstances giving rise to such liability.

10.4 Except in cases of gross negligence and willful misconduct, neither Party shall be liable to the other Party for any indirect, incidental or consequential damages (including, but not limited to, damages resulting from loss of use, loss of profits, interruption or loss of business, loss of goodwill, loss of revenue, loss of anticipated savings, loss of business opportunity, loss or corruption of data and wasted expenditure), special, punitive damages of any kind, damages caused by Force Majeure or other economic loss arising out of or in connection with Agreement even if Meteomatics has been advised of the possibility of such damages, The foregoing limitations and exclusion of damages shall apply even if Meteomatics had or should have had actual or constructive knowledge of the possibility of such damages.

10.5 the Customer agrees that, in entering into this agreement, either it did not rely on any representations (whether written or oral) of any kind or of any person other than those expressly set out in this Agreement or associated documentation (if it did rely on any representations, whether written or oral, not expressly set out in this agreement) that it shall have no remedy in respect of such representations and (in either case) Meteomatics shall have no liability in any circumstances otherwise than in accordance with the express terms of this agreement.

10.6 Insofar as the liability pursuant to the preceding Clauses is limited, such limitation shall also apply to the personal liability of employees, workers, co-workers, representatives and assistants of Meteomatics.

11 OWNERSHIP

11.1 Meteomatics owns and retains all Intellectual Property Rights owned by it or its Affiliates. Customer acknowledges that – except for the Right of Use – no license grant or assignment, express or implied, with regard thereto is intended by, or shall be inferred from, the Agreement. Meteomatics shall remain the sole owner of all rights in materials developed and produced by Meteomatics employees, workers, co-workers, representatives, assistants and consultants.

11.2 No unauthorized use of Meteomatics materials or information is permitted by the Customer without the express prior written approval of Meteomatics.

11.3 No rights are granted to the Customer hereunder other than expressly set forth herein.

11.4 This Section will survive any termination or expiration of Agreement between Meteomatics and the Customer.

12 DATA PROTECTION

12.1 The Customer and Meteomatics will process any personal data in accordance with any relevant laws included but not limited to the Data Protection Act 2018.

12.2 Personal data will be handled in accordance with Meteomatics privacy policy. The Customer is liable for the lawfulness of the collection, processing and use of the personal data in accordance with any applicable data protection law.

12.3 Customer acknowledges that the current data protection policy of Meteomatics can be retrieved under https://www.meteomatics.com/en/privacy-policy/

13 INDEMNIFICATION

13.1 The Customer shall indemnify and hold Meteomatics (including its directors, officers, employees, suppliers, agents, successors and auxiliary person) harmless from and against all actions, claims, damages, costs, expenses, losses or liabilities (including court and attorney’s fees) arising out of or in connection with any:

13.1.1 breach by the Customer or its Affiliates of any representation, warranty, covenant or obligation stipulated in the Agreement;

13.1.2 violation of applicable law by the Customer or its Affiliates; and/or

13.1.3 negligent act, omission, or intentional misconduct of the Customer or its Affiliates.

14 WARRANTIES

14.1 Each Party represents and warrants to the other Party that the execution, delivery and performance of their contractual obligations (i) is within its corporate powers (ii) has been duly authorized by all necessary corporate action on such Party’s part (iii) does not and shall not contravene or constitute a default under and is not and shall not be inconsistent with any contract, agreement, or any other undertaking applicable to such Party.

14.2 Except as specifically provided herein, Services of Meteomatics are provided” as is” and Meteomatics does not make any warranty that all errors, failures, or defects shall be corrected, or that access to or use of the Services shall be uninterrupted, error-free.

15 TERM AND TERMINATION

15.1 The contractual relationship between Meteomatics and the Customer is concluded for the Initial Term set forth between the Parties in the Services Offer.

15.2 The Initial Term shall renew automatically for subsequent terms (each referred to as the ‘’Renewal Term’’) unless the Customer gives a notice of termination to Meteomatics not later than 3 (in words: three) months before the expiration of the Initial Period or Renewal Term.

15.3 Parties can terminate their contractual relationship with immediate effect in the following cases:

15.3.1 in case of a material breach of the Agreement insofar as this breach was not cured by the breaching Party within 30 (in words: thirty) calendar days following prior written warning of the other Party;

15.3.2 if the other Party is insolvent;

15.3.3 Meteomatics, if the Customer is in default related to the payment of the Fees, and after written notice received by Meteomatics, the Customer did not pay the outstanding amount within 10 (in words: ten) calendar days.

16 CONFIDENTIALITY

16.1 The following definitions and rules of interpretation apply in this clause:

16.1.1 Representatives: employees, agents and other representatives of the Receiving Party or affiliated companies of the Receiving Party. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality)

16.1.2 Confidential Information: all confidential information (however recorded or preserved) disclosed or made available, directly or indirectly, by either Party (hereinafter referred to as the ‘’Disclosing Party») to the other Party (hereinafter referred to as the ‘’Receiving Party») its employees, officers, representatives or advisers which may include without limitation information including:

A. Patent, pending patent orpatent applications;

B. Trademark (incl. applications and pending applications),

C. copyright,

D. design (incl. applications and pending applications),

E. trade secrets;

F. proprietary and confidential information, ideas, techniques, sketches, drawings, works of authorship, models, inventions, know-how, processes, apparatuses, equipment, algorithms, software programs, software source documents, and formulae related to the current, future, and proposed products and services of the Disclosing Party, including without limitation the Disclosing Party’s information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, investors, employees, business and contractual relationships, business forecasts, sales and merchandising, marketing plans and information the Disclosing Party provides regarding third parties;

G. any information that would be regarded as confidential by a reasonable business person relating to: the business, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the Disclosing Party; and/or the operations, processes, product information, know-how, designs, trade secrets or software of the Disclosing Party;

H. any information or analysis derived from the Confidential Information, and

I. all other information that the Receiving Party knew, or reasonably should have known, was the Confidential Information of the Disclosing Party.

but not including any information that:

A. is or becomes generally available to the public (other than as a result of its disclosure by the Receiving Party or its representatives in breach of this agreement);

B. was available to the Receiving Party on a non-confidential basis prior to disclosure by the Disclosing Party; or

C. was lawfully in the possession of the Receiving Party before the information was disclosed to it by the Disclosing Party.

16.2 Obligations of the Receiving Party

16.2.1 The Receiving Party shall keep the Confidential Information confidential and shall (and shall procure that its Representatives shall):

A. not use or exploit the Confidential Information in any way except for the purpose of the Agreement;

B. not disclose or make available the Confidential Information in whole or in part to any third party, except as expressly permitted by the Agreement;

C. not copy, reduce to writing or otherwise record the Confidential Information except as strictly necessary for the purpose of the Agreement (and any such copies, reductions to writing and records shall be the property of the Disclosing Party);

D. apply the same security measures and degree of care to the Confidential Information as the Receiving Party applies to its own confidential information, which the Receiving Party warrants as providing adequate protection from unauthorised disclosure or use;

E: Receiving Party may only disclose the Disclosing Party's Confidential Information to those of its Representatives who need to know this Confidential Information for the purpose of the Agreement, provided that it informs these Representatives of the confidential nature of the Confidential Information before disclosure; and

F. Receiving Party remains responsible for these Representatives' compliance with the obligations set out in this Agreement.

16.2.2 Notwithstanding the above, the Receiving Party may disclose certain Confidential Information, without violating the obligations of this Agreement, to the extent such disclosure is required by a valid order of a court or other governmental body having jurisdiction, provided that the Receiving Party provides the Disclosing Party with reasonable prior written notice of such disclosure and makes a reasonable effort to obtain, or to assist the Disclosing Party in obtaining, a protective order preventing or limiting the disclosure and/or requiring that the Confidential Information so disclosed be used only for the purposes for which the law or regulation required, or for which the order was issued.

16.3 Return of information and announcements

16.3.1 The Parties acknowledge and agree that as between themselves the Confidential Information and any copies thereof disclosed by the Disclosing Party to the Receiving Party hereunder remain the property of the Disclosing Party, and that nothing in this Agreement or in any disclosure made hereunder shall be construed as granting to the Receiving Party any patent, copyright or rights of use similar industrial property rights which may now or hereinafter exist in the Confidential Information.

16.3.2 At the request of the Disclosing Party, the Receiving Party shall promptly destroy, erase or return to the Disclosing Party all documents and materials (and any copies) containing, reflecting, incorporating, or based on the Disclosing Party's Confidential Information; and shall certify in writing the Disclosing Party that it has complied with the requirements of this clause. Excluded from this are routinely made backup copies of electronic data traffic and confidential information that must be archived due to mandatory legal provisions, for which the obligations from this non-disclosure agreement then continue to apply indefinitely.

16.3.3 If the Receiving Party develops or uses a product or a process which, in the reasonable opinion of the Disclosing Party, might have involved the use of any of any Confidential Information, the Receiving Party shall, at the request of the Disclosing Party, supply to the Disclosing Party information reasonably necessary to establish that Confidential Information has not been used or disclosed in order to develop or use that product or process.

16.3.4 No Party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other party except as required by law or any governmental or regulatory authority.

16.4 Reservation of rights and acknowledgement

16.4.1 The Disclosing Party reserves all rights in its Confidential Information. No rights in respect of the Disclosing Party's Confidential Information are granted to the Receiving Party and no obligations are imposed on the Disclosing Party other than those expressly stated in this Agreement.

16.4.2 Except as expressly stated in this Agreement, the Disclosing Party does not make any express or implied warranty or representation concerning its Confidential Information, or the accuracy or completeness of the Confidential Information.

16.4.3 The Receiving Party acknowledges that damages alone would not be an adequate remedy for the breach of any of the confidentiality provisions of this Agreement. Without prejudice to any other rights and remedies it may have, the Disclosing Party shall be entitled to the granting of equitable relief (including without limitation injunctive relief) concerning any threatened or actual breach of any of the confidentiality provisions of this Agreement.

16.4.4 The Receiving Party shall be liable to the Disclosing Party for the actions or omissions of its Representatives as if they were the actions or omissions of the Receiving Party.

16.5 Term of confidentiality obligations

16.5.1 The obligation to keep Confidential Information confidential exceeds the term of the Agreement by five years.

17 MISCELLANEOUS

17.1 The Clauses of those GTCs are severable and if any one or more such Clauses is determined to be invalid, illegal, or unenforceable, the validity, legality and enforceability of any of the remaining provisions or portions thereof will not be affected or impaired thereby and will nevertheless be binding between the Parties. Invalid Clauses will be replaced by an admissible, valid Clause that is as close as possible to the content of the original in term of its intent.

17.2 The contractual relationship between Meteomatics and the Customer 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.

17.3 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with their contractual relationship or its subject matter or formation (including non-contractual disputes or claims).

17.4 The Customer may not assign the Agreement without the express written consent of Meteomatics.

17.5 The offsetting of each Party’s claims against the other Party’s counterclaims shall require prior written consent of both Parties. Any deduction or set-off of any payment of the Fees by the Customer is expressly prohibited.