This Master Licence and Services Agreement ("Agreement") is entered by and between Tractian Limited, a company existing under the laws of Ireland with company number 799055 ("Tractian"); and the contracting party identified on the Order Form ("Client", and, collectively with Tractian, the “Parties”).
This Master Licence and Services Agreement, including the Order Form, Licences and Services Terms contained therein, and any Exhibits attached hereto or subsequently agreed upon by the Parties (collectively referred to as this “Agreement”), outlines the terms and conditions under which the Client will access specific Tractian solutions and contract certain services provided by Tractian.
1. Definitions
1.1. "Affiliates" means any entity that directly or indirectly controls, is controlled by, or is under common control with the relevant Party. For the purposes of this definition, “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such an entity, whether through the ownership of voting securities, by contract, or otherwise.
1.2. “Apps” means the software applications developed or provided by Tractian that run on mobile devices or desktop systems to enable access to Tractian’s industrial asset management tools.
1.3. "Client Data” means information, data, or content provided, collected, or stored by the Client within the Tractian licenced software.
1.4. "Confidential Information" means any information disclosed by Tractian that is identified as confidential or that, by its nature, should be treated as confidential. This may include trade secrets, business plans, and other proprietary information not publicly available.
1.5. "Hardware" means the physical equipment necessary to operate Tractian’s software solutions such receivers, sensors, accessories, and other IoT devices integrated into Tractian’s industrial asset management platform purchased by the Client.
1.6. "Hosted Software SLA" means the Hosted Software Service level Agreement set forth at https://tractian.com/en/service-level-agreement-eu.
1.7. "Licence" means the permission granted by Tractian to the Client in clause 3.1 of this Agreement.
1.8. "Licence Expiration Date" means the later of (i) the licence termination date set forth in the applicable Order Form ("Initial Term"), and (ii) if applicable to such Order Form the end of the then-active Renewal Term (as defined below).
1.9. “Normal Use Conditions” means the normal use conditions outlined in the installation manual accompanying the sensors, which define the appropriate conditions under which the sensors can be used and are essential for their proper functionality, provided they are duly purchased under the Order Form
1.10. "Order Form" means the quote executed by the Client that outlines the products, services, quantities, pricing, and terms agreed upon by the Parties. It becomes an integral part of the main contract and serves as the basis for billing and delivery of services.
1.11. "Products" means the Hardware and the Tractian Software.
1.12. "Services" means all the services offered by Tractian such as software licensing, and technical support.
1.13. "Tractian Software" means Tractian’s advanced asset management and predictive maintenance software designed for industrial operations, whose CMMS (Computerized Maintenance Management System) and condition monitoring platform enable companies to track equipment performance, automate maintenance workflows, and detect potential failures before they occur.
1.14. "Technical Visit" means the paid visit of Tractian’s team of Field Engineers to the Client’s plant for on-site support that may include installation assistance or hands-on training to ensure the correct implementation and usage of Tractian’s software and hardware solutions.
1.15. "Web-based Software" means the web-based software developed or provided by Tractian that enables access to Tractian’s industrial asset management tools.
2. Agreement to Terms. The Client hereby agrees to be bound by the terms and conditions set forth in this Master Licence and Services Agreement (Agreement), including any and all Exhibits, schedules, or attachments hereto. By executing this Agreement, both Parties acknowledge and accept the terms and conditions contained herein.
3. Licence
3.1. During the Term and subject to the terms and conditions herein, Tractian grants to Client a worldwide, non-sublicensable, non-exclusive, revocable, limited term licence to use the Services and Products solely for the purposes of monitoring its assets and the health of its machines.
3.2. If purchased under the Order Form, Tractian grants the Client a non-exclusive and nontransferable licence to use the Sensors in connection with the Services (subject to Section 11.1.2).
3.3. Feedback and Recommendations. Client hereby grants to Tractian a royalty free, worldwide, perpetual, and irrevocable licence to use any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Client including feedback shared with Client by its employees relating to the Products.
4. Connectivity
4.1. For optimising connectivity, Tractian will evaluate the mobile carrier availability for the designated location. Thereafter, Tractian will ship Receivers with the best coverage available for the region of the facility. While Tractian endeavours to provide optimal connectivity through careful selection, the actual connectivity may be affected by factors beyond Tractian's control, including carrier fluctuations, and regional disturbances.
4.2. To mitigate the potential effects of interruptions, Receivers are designed to hold up to one (1) day of backup sensor readings, ensuring that data is not immediately lost during short-term connectivity losses. The Client acknowledges that Tractian does not guarantee uninterrupted service and makes no warranties regarding the Receivers' always-on status due to external factors that might affect carrier networks.
5. Hardware Installation Worksite Safety
5.1. If Hardware is provided under the Order Form, the Client will receive an Installation Manual along with the Hardware as guidance for installation. If the Client installs the Hardware, the Client is solely responsible for the proper installation and ongoing maintenance of any equipment into which the Hardware is installed. Improper installation or maintenance may result in damage to the equipment, potentially leading to property damage.
5.2. If Tractian performs the installation, it shall comply with all applicable health and safety regulations, including, where applicable, the Safety, Health and Welfare at Work Act 2005. However, Tractian shall not be responsible for any pre-existing site conditions, environmental hazards, or regulatory non-compliance at the Client’s facility. The Client must disclose all potential workplace hazards before installation and ensure a safe working environment. Tractian reserves the right to refuse or suspend installation services if the site is deemed unsafe or non-compliant with applicable regulations.
5.3. Worksite Safety. The Client is solely responsible for ensuring that its facilities meet all applicable safety and regulatory requirements. This includes, but is not limited to, mitigating risks related to chemical exposure, fall hazards, electrical failures, fire hazards, confined spaces, and any other environmental or structural risks.
5.4. Tractian shall not be held liable for any accidents, near misses, damages, or injuries resulting from the Client’s failure to provide a safe work environment, including but not limited to insufficient risk mitigation, regulatory non-compliance, lack of appropriate safety measures, or failure to disclose hazardous conditions.
5.4.1. The Client agrees to indemnify and hold Tractian harmless from any claims, damages, losses or liabilities arising from incidents that occur due to workplace hazards at the Client's facility or the Client's non-compliance with applicable safety regulations.
6. Payments and Billing
6.1. Client’s payment and billing terms are set forth in the Order Form. Unless otherwise set forth herein or in the applicable Order Form, all payments made to Tractian under an Order Form are non-refundable. Client is responsible for all payments of applicable taxes, however designated or incurred under this Agreement, including any applicable VAT due in respect of any payment under this Agreement.
6.2. In case of Implementation (as defined in the Order Form) and Technical Visits, the total amount for this Service will be collected on the first invoice issued.
6.3. Late Payment. Late payments will accrue interest at the rate of 8% per annum above the core refinancing rate from time-to-time of the European Central Bank, chargeable from the date such payment was due until the date when Tractian receives payment in full whether before or after judgment. The failure to make any payment on or after the initial payment date agreed on and the following recurring date, will result in suspension of user access and licences, and shall be considered a full and material breach of this Agreement.
6.4. Fees. Each Party shall bear all expenses relating to the delivery of its respective services related to this Agreement and each Party shall be responsible for and pay any and all applicable taxes, duties, tariffs, levies, withholdings and similar assessments resulting from its own activities under this Agreement.
7. Termination and Term
7.1. Term. The term of this Agreement begins upon the Effective Date and shall continue until the Licence Expiration Date for the last active Order Form or until otherwise terminated earlier as provided hereunder.
7.2. Renewal. Upon expiration of the Initial Term of each Order Form, unless Client notifies Tractian in writing of its intention not to renew such Order Form at least thirty (30) days prior to the Licence Expiration Date, Tractian may, at its election, auto-renew the Term of the Order Form including any other contract through which Client acquired the Services or Products. Such renewal shall apply for a Term at least equal to the just-expired Initial Term (the “Renewal Term”) and shall cover at least the same Products specified in such Order Form. If the Products and/or Services are rendered without interruption, then this renewal shall have immediate effects; Client’s continued use of the Products or Services after the Licence Expiration Date shall constitute acceptance of the Renewal Term.
7.2.1. Tractian will notify Client of the renewal, and the Parties agree to execute a new Order Form covering the Renewal Term within thirty (30) days after the Licence Expiration Date. If a new Order Form is not executed in this timeframe, Tractian shall be entitled to continue invoicing Client using the same information contained in the existing Order Form.
7.3. Termination for Cause. Either Party reserves the right to terminate this Agreement by written notice to the other Party if any of the following events occur: (a) The other Party materially breaches this Agreement and such breach is incapable of being cured; or, in the case of a breach that is capable of cure, the breaching Party fails to cure such breach within thirty (30) days of receiving written notice of the breach; (b) The other Party becomes insolvent or is otherwise unable to pay its debts as they become due; (c) The other Party becomes subject, whether voluntarily or involuntarily, to any proceeding under domestic or foreign bankruptcy or insolvency law; (d) The other Party is dissolved or liquidated, or takes any corporate action for such purposes.
7.4. Effect of Termination. Upon any termination or expiry of the Agreement, the following Sections of this Agreement will survive: 3.3. (Feedback), 6 (Payments and Billing), 7 (Termination and Term), 8 (Warranty), 10 (Limitation of Liability), 11 (Proprietary Rights), 12 (Dispute Resolution), 13 (Governing Law), 14 (Confidentiality), and 16 (General Provisions).
7.4.1. Upon Client's request, Tractian will delete the accounts (together with all associated account data and Client Data within the Products) within ninety (90) days unless otherwise required by applicable laws or governmental authorities.
8. Warranty
8.1. Hardware Warranty. Tractian provides a Hardware Warranty as set forth in the Hardware Warranty Policy available at https://tractian.com/en/hardware-warranty-policy-eu.
8.2. Hosted Software SLA. During the term of the applicable Order Form, the Hosted Software Service Level Agreement (SLA) will remain in full force and effect.
8.3. Warranties Disclaimer. EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION AND ANY APPLICABLE SERVICE LEVEL AGREEMENT, THE SERVICES, INCLUDING ALL SERVER AND NETWORK COMPONENTS, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND TRACTIAN EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT TRACTIAN DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR FREE, OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, AND NO INFORMATION OR ADVICE OBTAINED BY CUSTOMER FROM TRACTIAN OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. THE PARTIES ADDITIONALLY AGREE THAT TRACTIAN WILL HAVE NO LIABILITY OR RESPONSIBILITY FOR CLIENT’S VARIOUS COMPLIANCE PROGRAMMESS, AND THAT THE SERVICES, TO THE EXTENT APPLICABLE, ARE ONLY TOOLS FOR ASSISTING CLIENT IN MEETING THE VARIOUS COMPLIANCE OBLIGATIONS FOR WHICH IT SOLELY IS RESPONSIBLE.
9. Publicity and Marketing. Tractian may use Client’s name, logo, press releases, earnings calls, trade marks, and marketing materials to identify Client as a client.
10. Limitation of Liability
10.1. TO THE EXTENT NOT PROHIBITED BY LAW, AND REGARDLESS OF HOW SUCH LOSSES ARISE (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SYSTEM FAILURE, HARDWARE FAILURE OR NETWORK OUTAGE), IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF SALES OR BUSINESS, LOSS OF AGREEMENTS OR CONTRACTS, LOSS OF USE OR CORRUPTION OF SOFTWARE, DATA OR INFORMATION, OR LOSS OF OR DAMAGE TO GOODWILL, OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES THAT RESULT FROM THIS AGREEMENT, EVEN IF SUCH PARTY OR ITS AUTHORISED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.2. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL EITHER PARTY’S TOTAL AGGREGATE LIABILITY, INCLUDING THE OTHER PARTY OR ITS AFFILIATES, FOR ANY DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE, BREACH OF WARRANTY, OR OTHERWISE), ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE PRODUCTS EXCEED THE AMOUNTS THE CLIENT HAS PAID HEREUNDER DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.
10.3. Non-Excludable Liability: Notwithstanding any "Limitation of Liability" clause in the Agreement, nothing in this Agreement shall limit or exclude either party's liability for: (a) Death or personal injury caused by negligence; (b) Fraud or fraudulent misrepresentation; (c) Article 82 GDPR liability for damages to data subjects; or (d) Gross negligence or wilful misconduct.
11. Proprietary Rights. Tractian will own and retain all right, title, and interest in and to the Tractian Software, the Products, and all derivatives, modifications, updates, and enhancements herein.
11.1. Hardware. The Sensors and Receivers are either licenced or purchased, as expressly stated in the applicable Order Form.
11.1.1. Licenced Hardware. all rights remain with Tractian. This includes ownership of the Hardware and all embedded components, such as firmware, software, architecture, designs, and any proprietary technology. The Client is granted only a limited, temporary right to use the Hardware as part of the Tractian solution, without any transfer of intellectual property or ownership.
11.1.2. Puchased Hardware. Only the Hardware becomes the Client’s property. All embedded firmware, software, configuration files, algorithms, diagnostic logic, communication protocols, and any other proprietary technology remain the sole and exclusive property of Tractian. These components are licenced, not sold, and may only be used in connection with Tractian’s Products and Services.
11.2. Tractian reserves all rights in the firmware, Web-based Software and Mobile Apps not expressly granted to the Client in this Agreement.
11.3. The Client acknowledges and agrees that the Hardware, including but not limited to the source code and the specific design and structure of individual modules or programs, constitute or contain trade secrets of Tractian.
11.4. Accordingly, the Client agrees not to disassemble, decompile or reverse engineer the Hardware, in whole or in part, or permit or authorize a third party to do so.
12. 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 laws of Ireland.
13. Jurisdiction. Each party irrevocably agrees that the courts of Ireland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
14. Confidentiality. The Parties agree to not reveal any Confidential Information received in connection with this Agreement without the prior written consent of either party.
14.1. Client Data. Subject to clause 15.1, Tractian agrees not to share the Client Data. Additionally, subject to clause 15.1, Tractian agrees not to share any data or information that the Client provides to Tractian for the purpose of evaluating, procuring, or configuring the Services. Examples of such information include makes and models of the Client's assets or equipment, the machine configurations or maintenance data, work orders, insights, or similar information.
15. Please refer to our Privacy Policy (www.tractian.com/en/privacy-policy) for general information on how Tractian collects, uses and discloses information from their users and account holders.
15.1. Usage Data. Tractian may collect and engage third-party analytics providers to collect Usage Data to develop new features, improve existing features, or inform sales and marketing strategies based on Tractian’s legitimate interest in improving the Services. When Tractian uses Usage Data, any Personal Data that was included in Service Data shall be encrypted, anonymized and/or aggregated in such a manner that it no longer constitutes Service Data or Personal Data under applicable data protection laws. Any such third-party analytics providers will not share or otherwise disclose Usage Data, although Tractian may make Usage Data publicly available from time to time.
15.2. Data Protection and GDPR Compliance. The parties hereby incorporate by reference the Tractian Data Processing Addendum, which includes: (a) The subject matter and duration of the processing; (b) The nature and purpose of the processing; (c) The type of personal data and categories of data subjects.
16. General Provisions
16.1. Entire Agreement. This Agreement together with any amendments or addenda thereto and any applicable Order Form constitute the entire and exclusive understanding and agreement between Tractian and Client regarding the Products and Services, and this Agreement supersedes and replaces any and all prior oral or written understandings or agreements between Tractian and Client regarding the Products and Services. If there is a conflict between the terms of an Order Form and the terms of this Agreement, then the terms of the Order Form control over the terms of this Agreement. If for any reason a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of this Agreement will remain in full force and effect. Any modification, amendment, or change to an Order Form shall be effective only if made in writing and duly executed by authorized representatives of both Parties. No oral or informal communications shall be deemed to modify any terms of an Order Form.
16.2. The Client may not assign or transfer this Agreement, by operation of law or otherwise, without Tractian’s prior written consent. Any attempt by the Client to assign or transfer this Agreement without such consent will be null and void. Tractian may freely assign or transfer this Agreement without restriction. Subject to the foregoing, this Agreement will bind and inure to the benefit of the Parties, their successors, and permitted assigns.
16.3. Force Majeure. Tractian is not liable or responsible, nor shall be deemed to have defaulted under or breached this Agreement, for any failure to perform or delay in performing its obligations under this Agreement due to an event of force majeure. An event of force majeure is any event or circumstance beyond Tractian’s reasonable control, such as (without limitation) war, hostilities, act of God, earthquake, flood, fire, or other natural disaster, strike or labour conditions, material shortage, epidemic, disease, government action, or failure of utilities, transportation facilities, or communication or electronic systems.
16.4. Any notices provided under this Agreement must be made in writing. Notices to Tractian must be made via email to [email protected].
17. Export Control. The Client agrees to fully comply with all applicable export and import control laws and regulations of the relevant jurisdictions when using the Services. Furthermore, the Client shall not, and shall ensure that its Permitted Users do not, access or utilise the Services in a manner that would violate any applicable export restrictions, trade sanctions, or regulatory prohibitions.