MAIN SOFTWARE SUBSCRIPTION, PROFESSIONAL SERVICES AND HARDWARE PURCHASE AGREEMENT
THIS MAIN SOFTWARE SUBSCRIPTION, PROFESSIONAL SERVICES AND HARDWARE PURCHASE AGREEMENT (“AGREEMENT”) GOVERNS A CUSTOMER’S ACQUISITION AND USE OF PRODUCTS AND SERVICES PROVIDED BY HYPERNYM LTD. CAPITALIZED TERMS HAVE THE DEFINITIONS SET FORTH HEREIN.
IF CUSTOMER REGISTERS FOR TRIAL SERVICES OR FREE TRIAL ACCESS TO ANY PRODUCTS, THE APPLICABLE PROVISIONS OF THIS AGREEMENT WILL ALSO GOVERN SUCH TRIAL PERIOD.
BY ACCEPTING THIS AGREEMENT, WHETHER BY (1) CLICKING A BOX INDICATING ACCEPTANCE, (2) EXECUTING AN ORDER FORM, QUOTATION, OR PROPOSAL THAT REFERENCES THIS AGREEMENT, OR (3) USING ANY TRIAL SERVICES, THE CUSTOMER AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS DOING SO ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND THAT ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM “CUSTOMER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES.
IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE PRODUCTS OR SERVICES.
Products and services provided under this Agreement may not be accessed or acquired for the purpose of monitoring, evaluating, or benchmarking their availability, performance, functionality, or for any other competitive or comparative analysis.
Hypernym Ltd reserves the right to restrict or refuse the sale, access, or usage of its Products or Services to direct competitors where such restriction is reasonably necessary to protect Hypernym’s legitimate business interests, including the safeguarding of confidential information, intellectual property, and system integrity.
Any such restriction will be applied in a fair, non-discriminatory manner and only to the extent necessary to protect these legitimate interests. Requests for access or purchase by direct competitors may be considered by Hypernym Ltd upon written request and may be subject to appropriate confidentiality, licensing, or usage limitations.
This Agreement was last updated on November 21, 2025. The “Effective Date” of this Agreement is the date on which the Customer first indicates acceptance in any of the ways described above.
1.1. Definitions.
This Agreement includes and incorporates the attached Schedule 1 (Definitions), which forms an integral part of this Agreement.
1.2. Interpretations.
Section headings in this Agreement are provided solely for convenience and do not form part of the Agreement for any interpretive purpose. Unless the context requires otherwise, defined terms may be used in the singular or plural form. The terms “include” or “including”, when used in this Agreement, will not be interpreted to limit the generality of the preceding statement, whether or not followed by non-limiting language such as “without limitation”, “but not limited to”, or similar expressions. Such terms will instead be interpreted broadly to encompass all matters within the widest possible scope of the referenced subject.
1.3. Currency.
All monetary references will be in the currency specified in the applicable Order Form.
1.4. Conflict of Terms.
In the event of any conflict, inconsistency, or ambiguity between the following documents, they will apply and prevail in the following order of precedence, but only to the extent of such conflict or inconsistency:
(a) this Agreement;
(b) the Additional Terms of Service;
(c) the Documentation; and
(d) the Order Forms.
1.5. Hypernym Terms Prevail.
The terms of this Agreement, along with any documents or terms incorporated herein by reference— including but not limited to the Additional Terms of Service, the Documentation, and the Order Form(s)—will prevail over any terms contained in any other documentation.
This expressly excludes and overrides any of the Customer’s general terms and conditions included in purchase orders, service requests, or any other Customer-issued documents.
If any conflict arises between the terms of this Agreement (including incorporated terms) and any purchase order or other document issued by Customer, the terms of this Agreement and incorporated documents will govern and prevail.
2.1. Provision of Products, Services, and Content.
During the applicable Subscription Term, Hypernym and/or its licensors will:
(a) make the Products and Content available to the Customer in accordance with this Agreement, applicable Order Form(s), and the Documentation;
(b) provide standard Hypernym support for the Products at no additional charge, unless otherwise specified;
(c) use commercially reasonable efforts to maintain availability of the Products 24 hours per day, 7 days per week, except for:
(i) planned maintenance or downtime (for which Hypernym will provide advance electronic notice), and
(ii) unavailability caused by events beyond Hypernym’s reasonable control, including Force Majeure Events, issues related to Third-Party Applications, network failures, or denial-of-service attacks; and
(d) provide the Products in accordance with applicable laws and regulations relevant to Hypernym’s general provision of such Products (without reference to the Customer’s specific use case), subject to Customer’s use of the Products and the commercial terms stated in the applicable quotation or Order Form.
2.2. Protection of Customer Data.
Hypernym and/or its licensors will maintain appropriate administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Customer Data, as described in the Documentation and Additional Terms of Service. Such safeguards will include reasonable measures to prevent unauthorized access to or disclosure of Customer Data, except where such access or disclosure results from Customer’s actions or those of its Users.
2.3. Retention of Customer Data.
Subject to applicable law, Hypernym and/or its licensors will store Customer Data in UK- based data centres.
Customer Data will be retained for up to 1 year, after which Hypernym will securely delete or anonymize such data in accordance with GDPR-compliant data-retention practices, unless the Customer has purchased extended retention through an applicable Order Form.
3.1. License by Hypernym.
Subject to the Customer’s compliance with the terms of this Agreement, Hypernym grants the Customer a non-exclusive, non-transferable, limited, royalty-free licence, without the right to sub-license, for the duration of the Subscription Term, to access and use (and permit its authorized Users to access and use) the Products in accordance with the Documentation and solely for the Customer’s internal business operations.
3.2. Hypernym Intellectual Property and Ownership Rights.
As between Customer and Hypernym, Hypernym and its licensors retain all ownership, right, title, and interest, including all Intellectual Property Rights, in and to:
other works created by or on behalf of Hypernym, or through Customer’s or its Users’ feedback or usage that relate to the Products (collectively, “Hypernym Intellectual Property”).
Nothing in this Agreement transfers any ownership rights in Hypernym Intellectual Property to the Customer.
To the extent any right, title, or interest in Hypernym Intellectual Property may vest in the Customer by operation of law or otherwise, the Customer hereby assigns, and automatically assigns upon creation, all such right, title, and interest to Hypernym.
The Customer agrees to execute any documents reasonably required by Hypernym to give full effect to this clause.
Customer shall waive, or procure the waiver of, any moral rights arising in connection with Hypernym Intellectual Property under applicable law.
3.3. Access to and Use of Content.
Customer may access and use Content solely as permitted under the applicable Order Form(s), this Agreement, and the Documentation.
3.4. Customer License to Use Feedback.
Customer grants Hypernym, its Affiliates, licensors, and contractors a worldwide, perpetual, irrevocable, royalty-free licence to use and incorporate into Hypernym’s products and services any ideas, suggestions, enhancement requests, recommendations, or feedback submitted by Customer or its Users related to the operation or improvement of the Products.
3.5. Equitable Relief.
Both Hypernym and Customer acknowledge that monetary damages may be inadequate to remedy a breach of obligations related to Intellectual Property Rights or Confidential Information. Accordingly, each party is entitled to seek temporary, preliminary, or permanent injunctive relief in any court of competent jurisdiction to prevent or restrain any such breach, threatened breach, or to enforce compliance with this Agreement, in addition to any other available legal or equitable remedies.
4.1. Third-Party Products and Services.
Hypernym or third parties may make available (whether through a marketplace, quotation, partner channel, or otherwise) third-party products or services, including but not limited to:
4.1.1. Hypernym-Supplied Third-Party Hardware.
Hypernym primarily supplies hardware manufactured by third-party vendors. Such hardware has been pre-integrated, tested and certified for use with the Hypernym Platform. The Customer acknowledges that Hypernym is not the manufacturer of such hardware and its role is limited to supply, integration, and configuration.
4.1.2. Customer-Supplied Third-Party Hardware.
If the Customer elects to use hardware not purchased from Hypernym, the Customer must provide Hypernym with:
(a) full technical specifications;
(b) supported communication protocols;
(c) API/SDK documentation (if applicable);
(d) wiring diagrams and installation manuals; and
(e) any credentials or access required for integration.
Hypernym has no obligation to integrate, support, or maintain Customer-supplied hardware, and provides no guarantee that such hardware will interoperate with Hypernym Products.
Any time or effort required by Hypernym to evaluate, integrate, test, or troubleshoot Customer-supplied hardware will be billed as chargeable professional services.
4.1.3. Applicable Third-Party Terms.
If Customer purchases any Third-Party Products and Services from Hypernym, through a marketplace, or otherwise, the Customer agrees that the purchase and use of such Third-Party Products and Services are subject to the third-party provider’s terms and conditions.
For the purposes of this Agreement only, Third-Party Products and Services will be treated as “Products” solely for payment and invoicing purposes.
4.1.4. Disclaimer of Third-Party Warranties.
Any exchange of data between the Customer and a third-party provider— including exchanges facilitated by Third-Party Products and Services —occurs solely between the Customer and such third-party provider.
Hypernym:
4.2. Integration with Third-Party Products and Services
4.2.1. Interoperability.
Hypernym Products may contain features designed to interoperate with Third-Party Products and Services.
Hypernym does not guarantee the continued availability of such interoperability and may cease support without refund or compensation if, for example, the third-party provider:
4.2.2. Access Rights.
Where interoperation is enabled, the Customer acknowledges that:
(a) The Customer may be required to obtain usage rights or licences from the third-party provider.
(b) The Customer may be required to grant Hypernym access to its accounts on such third-party systems.
(c) It is solely the Customer’s responsibility to ensure all required permissions, licences, and rights are obtained.
4.2.3. Access Permissions for Interoperation.
If Customer enables a Third-Party Product or Service to interoperate with Hypernym Products, Customer grants Hypernym the right to allow such third-party provider to access Customer Data only to the extent required to enable such interoperability.
Hypernym is not responsible for any access, modification, or deletion of Customer Data resulting from the actions of the third-party provider.
4.2.4. Changes to Third-Party Products and Services.
If a third-party provider changes its product in a manner that prevents interoperability or imposes unreasonable integration requirements, Hypernym may, after providing notice to Customer, suspend or discontinue such interoperability without liability.
4.2.5. Acquisition and Operation of Third-Party Products and Services.
Hypernym has no responsibility or liability for:
of any Third-Party Product or Service, including hardware or services not purchased from Hypernym.
5.1. Title to Hardware Devices for Purchased Hardware Devices.
Unless expressly stated otherwise in an Order Form, all Hardware supplied by Hypernym (including third-party manufactured devices integrated with the Hypernym Platform) will remain the exclusive property of Hypernym until the Customer has paid all subscription instalments, hardware instalments, and any applicable fees in full, in accordance with the commercial terms set out in the Customer’s subscription plan or Order Form.
Only upon completion of all such payments will full title in the Hardware pass to the Customer.
Until such time:
(a) Customer shall hold the Hardware as a bailee for Hypernym;
(b) Customer shall ensure that Hardware is kept in good working order;
(c) Customer shall not sell, pledge, dispose, or encumber the Hardware;
(d) Hypernym may repossess the Hardware if the Customer defaults on payment.
Risk of loss shall transfer to Customer upon delivery, but title does not transfer until full payment.
5.2. Inspection of Hardware.
Customer shall inspect the condition of the outer packaging of all delivered Hardware upon receipt.
If there is visible evidence of tampering, damage, or pilferage, Customer must:
(a) note such issues on the delivery receipt; and
(b) notify Hypernym in writing within two (2) business days of delivery, specifying all observed defects or irregularities.
If Customer fails to provide written notice of any visible damage within two (2) business days of delivery, the Hardware will be deemed accepted as delivered.
Any concealed damage (not visible at delivery) must be reported to Hypernym within two (2) business days after the delivery date.
Failure to provide timely notification constitutes acceptance of the Hardware.
5.3. Failure to Take Delivery of Hardware.
If the Customer:
(a) fails to take delivery of Hardware, or
(b) fails to provide instructions, documents, licences, access, or approvals required for delivery, Hypernym may, after providing written notice and reasonable attempts to contact Customer, store or arrange storage of the Hardware. From the time storage is arranged:
Customer’s failure to take delivery does not relieve Customer of any obligations under this Agreement, including payment of all hardware and subscription fees.
5.4. Installation of Hardware.
Hardware installation will be performed by Hypernym-authorized installation partners or technicians.
Customer shall ensure vehicle availability, access, and safe working conditions at the scheduled installation time.
Hypernym (or its installation partner) will make two (2) installation attempts at no additional cost.
If installation cannot be completed due to vehicle unavailability, refusal of access, or any Customer-caused delay:
Additional installation attempts will be chargeable at the standard installation rate in effect at that time.
Hypernym is not responsible for delays caused by Customer, third-party environments, or Customer-supplied hardware.
5.5. Security Interest.
As collateral security for:
Customer hereby grants Hypernym a lien and security interest in all right, title, and interest in and to the Hardware provided under this Agreement, including:
(a) all replacements, modifications, and accessories;
(b) all proceeds thereof, including insurance proceeds;
(c) all future additions or substitutions.
This security interest constitutes a purchase money security interest under applicable law.
Customer agrees to execute any documents Hypernym reasonably requires to perfect, register, or enforce this security interest.
6.1. Accurate Information.
Customer shall provide true, accurate, current, and complete information to Hypernym during onboarding, installation scheduling, account setup, and throughout the Subscription Term. Customer is responsible for promptly updating Hypernym regarding any changes to such information.
6.2. Use of Products.
Customer shall use the Products, Hardware, SIM cards, and Services:
(a) strictly in accordance with this Agreement, the Documentation, and applicable Order Forms;
(b) only for lawful business purposes;
(c) in compliance with all applicable laws, regulations, and industry standards, including data protection laws. Customer shall ensure that all Users comply with the terms of this Agreement. Any breach by a User will be deemed a breach by the Customer.
6.3. Customer-Supplied Hardware or Systems.
If Customer provides its own hardware, network, cameras, IoT devices, or accessories for use with the Hypernym Platform, Customer shall:
(a) ensure such devices meet Hypernym’s technical, regulatory, and compatibility requirements;
(b) provide Hypernym with all documentation, protocols, APIs, SDKs, wiring details, and access needed for integration;
(c) accept that Hypernym does not guarantee interoperability or performance with Customer-supplied hardware;
(d) accept any integration work as chargeable professional services.
Hypernym shall have no liability for malfunction, data loss, poor performance, or installation failures relating to Customer-supplied hardware.
6.4. Responsibility for Vehicles and Installation Access.
Customer is responsible for:
(a) ensuring vehicles are accessible at the scheduled installation time;
(b) providing a safe working environment for installation technicians;
(c) securing any permissions required to access vehicles or premises;
(d) ensuring that vehicles have appropriate power and mounting conditions for Hardware.
Failure to provide access may result in chargeable re-visit fees.
6.5. Security of Accounts and Credentials.
Customer is solely responsible for:
(a) maintaining the confidentiality of its platform login credentials;
(b) ensuring that User accounts are properly assigned, managed, and deactivated when
personnel leave;
(c) preventing unauthorized use of the Products.
Hypernym is not responsible for unauthorized access resulting from Customer’s failure to safeguard credentials.
6.6. Compliance With Data Protection Laws.
Customer shall ensure its use of Products, including collection, storage, and transmission of vehicle data, video data, or personal data of drivers or third parties, complies with:
Customer is responsible for informing drivers, employees, contractors, or other data subjects about the use of telematics and camera systems as required by law.
6.7. Proper Care of Hardware.
Until ownership passes to Customer, Hardware must be:
(a) kept in good working order;
(b) protected from tampering, water damage, misuse, or improper removal;
(c) used only as instructed in the Documentation.
Customer is responsible for the cost of repairs, replacements, or lost equipment that results from misuse or negligence.
6.8. Network Connectivity & SIM Usage.
Customer acknowledges that:
Any misuse of SIM services may result in additional charges or suspension of service.
6.9. Cooperation with Hypernym.
Customer shall provide reasonable cooperation, assistance, and access to information necessary for Hypernym to deliver the Products and Services, including assisting with troubleshooting or diagnostics.
Hypernym will not be liable for delays or failures caused by Customer’s lack of cooperation.
6.10. Prohibited Activities.
Customer shall not:
(a) reverse-engineer, modify, copy, or create derivative works of the Products;
(b) attempt to bypass security controls or platform restrictions;
(c) use the Products for competitive analysis, benchmarking, or monitoring;
(d) use the Products in illegal, harmful, or unsafe activities;
(e) interfere with network traffic, SIM services, or software updates.
6.11. Responsibility for Third-Party Integrations.
If Customer integrates any third-party application into the Hypernym Platform, Customer is responsible for:
(a) obtaining all rights and licences for such use;
(b) granting Hypernym necessary access to enable interoperability;
(c) any data loss or service issues resulting from such integration.
Hypernym does not support or warrant interoperability with unapproved third-party systems.
6.12. User Consents.
Customer confirms that, to the extent required under applicable Law, it shall provide appropriate notice to, and obtain any legally required consents from, all Users, drivers, employees, contractors, or other individuals whose data may be collected through the Products.
Such notice and consent must cover:
(a) the nature and functionality of the Products, including the collection of telematics data, Equipment Information, GPS information, sensor data, and any video or audio content captured by cameras or devices associated with the Subscription Plan (“Video Content”);
(b) the purposes for which such information and content may be collected and used by the Customer, including monitoring of vehicle activity, protection of company assets, promoting safe driving, compliance reviews, and driver coaching or performance assessments; and
(c) Hypernym’s collection, processing, storage, and disclosure of such information and content as described in this Agreement and the Additional Terms of Service.
Customer acknowledges and agrees that it is solely responsible for ensuring that its use of the Products complies with all applicable Laws, including but not limited to:
Hypernym shall not be responsible for Customer’s failure to obtain proper notices or consents from Users or data subjects.
7.1. Subscription Plans.
Customer may not reduce the number of Subscription Plans purchased under an Order Form during the applicable Subscription Term.
Customer is not entitled to any refund or relief from fees if its actual usage is less than the number of Subscription Plans ordered. Subscription fees remain fully payable for the duration of the Subscription Term.
7.2. Fees.
Customer shall pay Hypernym all fees for Products, Hardware, SIM services, and Professional Services as specified in the applicable Order Form. Except as expressly stated in this Agreement or an Order Form:
(a) fees are based on Products and Services purchased, not actual usage;
(b) payment obligations are non-cancellable; and
(c) fees paid are non-refundable, to the maximum extent permitted by Law.
7.3. Credit Verification.
Hypernym may perform credit verification on Customer as Hypernym deems necessary. Customer authorizes Hypernym to obtain information about Customer’s credit history from credit agencies or credit providers. Delivery of Products or activation of Services may be subject to Hypernym’s credit approval, at Hypernym’s sole discretion.
Based on the credit review:
7.4. Subscription Plan Upgrades.
7.4.1. Requests for Upgrades.
Customer may request to upgrade existing Subscription Plans. Such requests will be reviewed and accepted at Hypernym’s sole discretion, acting reasonably.
The frequency of Subscription Plan changes may be limited.
A formal quotation may be required if the upgraded pricing is not already specified in the Order Form.
7.5. Additional Products.
7.5.1. Early-Term Additional Products.
If Customer requests additional Products prior to the final twelve (12) months of the Subscription Term, Hypernym may require Customer to submit an Add-On Order Form. The Subscription Term for the additional Products shall be coterminous with the Subscription Term in the existing Order Form, unless agreed otherwise.
7.5.2. Late-Term Additional Products.
If Customer requests additional Products during the final twelve (12) months of a Subscription Term, Hypernym may require Customer to submit a Renewed and Consolidated Order Form covering:
(a) renewal of all previously purchased Products, and
(b) purchase of the additional Products.
Hypernym will terminate the prior Order Form and may issue a pro-rated credit applied toward the new consolidated Order Form.
7.5.3. Acceptance of Additional Product Requests.
Requests for additional Products shall be reviewed and accepted at Hypernym’s sole discretion, acting reasonably.
7.6. Automatic Payment Withdrawal; Credit Card Payments.
For Products with monthly recurring fees, Customer must either:
(a) establish approved payment terms with Hypernym, or
(b) set up automatic monthly payments.
Hypernym may, at its discretion, accept credit card payments.
If accepted:
Customer authorizes Hypernym to charge the provided card for all fees listed in the Order Form for the duration of the Subscription Term.
7.7. Overdue Charges; Payment Disputes.
Hypernym may apply interest or penalties on overdue charges based on the terms of this Agreement.
Hypernym will not enforce overdue penalties if:
7.8. Taxes.
Customer is responsible for all applicable taxes associated with the purchase of Products, Hardware, SIM services, Professional Services, or otherwise arising in connection with this
Agreement—excluding taxes based on Hypernym’s income or property. Unless otherwise stated, all fees and estimates are exclusive of taxes.
If Customer claims tax-exempt status, Customer must provide valid written evidence (such as a tax exemption certificate) issued by the appropriate authority
8.1. Definition of Confidential Information.
“Confidential Information” means all non-public information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”), whether in oral, written, electronic, or any other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
Confidential Information includes, without limitation:
(a) business plans, strategies, pricing, and financial information;
(b) technical information, product designs, architecture, and specifications;
(c) software, source code, algorithms, APIs, platform functionality, and documentation;
(d) customer information, personal data, and operational data;
(e) telematics, Video Content, Equipment Information, AI-generated outputs, and analytics produced by Products;
(f) feedback, improvement suggestions, or recommendations relating to Products;
(g) any non-public data or materials received or accessed through the Products.
Confidential Information excludes information that the Receiving Party can demonstrate:
(i) was already publicly available at the time of disclosure;
(ii) becomes publicly available other than through a breach of this Agreement;
(iii) was lawfully known by the Receiving Party prior to disclosure;
(iv) was independently developed by the Receiving Party without reference to the Confidential Information; or
(v) was lawfully received from a third party without restriction.
8.2. Protection of Confidential Information.
The Receiving Party shall:
(a) protect the Disclosing Party’s Confidential Information with at least the same degree of care it uses to protect its own confidential information of similar importance, and in no event less than a reasonable standard of care;
(b) use Confidential Information solely for the purposes of performing obligations under this Agreement;
(c) not disclose Confidential Information to any third party except as permitted herein;
(d) ensure that its employees, contractors, and agents who require access are bound by written obligations of confidentiality at least as protective as those in this Agreement.
8.3. Permitted Disclosures.
The Receiving Party may disclose Confidential Information:
(a) to its Affiliates, employees, contractors, and service providers who need access for
purposes consistent with this Agreement, provided they are bound by confidentiality obligations;
(b) as required by Law, regulation, or valid court order, provided the Receiving Party (where legally permitted) promptly notifies the Disclosing Party and cooperates in seeking protective treatment;
(c) to legal or financial advisers under customary obligations of confidentiality.
8.4. Confidentiality of Customer Data.
Hypernym acknowledges that Customer Data, including telematics data, Video Content, GPS history, usage data, and operational analytics, constitutes Confidential Information of the Customer.
Hypernym will not access, use, or disclose Customer Data except:
(a) as required to provide Products and Professional Services;
(b) to ensure security, compliance, troubleshooting, and performance of the Products;
(c) to comply with Law or enforce rights under this Agreement;
(d) as expressly permitted by Customer.
Hypernym may generate aggregated, anonymized data for performance benchmarking, service improvement, AI model enhancement, analytics, or statistical purposes, provided such data cannot reasonably identify Customer or Users.
8.5. Confidentiality of Hypernym Intellectual Property.
Customer acknowledges that the Products, Software, AI models, platform architecture, integration methods, documentation, pricing models, and all related Hypernym Intellectual Property constitute Confidential Information of Hypernym.
Customer shall:
(a) not disclose such information to third parties;
(b) not reverse-engineer, modify, replicate, or attempt to derive proprietary
components of the Products;
(c) notify Hypernym promptly upon any suspicion of unauthorized access or
disclosure.
8.6. Duration of Confidentiality Obligations.
Confidentiality obligations shall remain in effect for the duration of the Agreement and continue for five (5) years after its termination or expiration, except with respect to trade secrets and Customer Data, which must be protected for so long as they remain confidential under applicable Law.
8.7. Return or Destruction of Confidential Information.
Upon termination or expiration of this Agreement, or upon written request by the Disclosing Party, the Receiving Party shall promptly:
(a) return or destroy all Confidential Information, and
(b) (b) certify such destruction in writing if requested.
However, the Receiving Party may retain copies as required to comply with Law, or for secure archival/backup purposes, provided ongoing confidentiality obligations remain in force.
8.8. Injunctive Relief.
Unauthorized use or disclosure of Confidential Information may cause irreparable harm. The Disclosing Party is entitled to seek temporary, preliminary, and permanent injunctive relief, without the need to post bond, in addition to any other legal or equitable remedies.
9.1. Roles of the Parties.
(a) Customer as Data Controller.
For all personal data collected by Hardware or Products (including GPS data, video recordings, telematics data, driver behaviour analytics, and sensor data), Customer is the Data Controller.
(b) Hypernym as Data Processor.
Hypernym processes Customer Data solely on behalf of Customer, and only in accordance with:
Hypernym does not determine the lawful basis, purposes, or means of Customer’s processing activities.
9.2. Categories of Personal Data Processed.
Depending on Customer’s chosen devices and Subscription Plan, the Products may process:
Customer is responsible for determining whether such data is appropriate and lawful for its intended use.
9.3. Lawful Basis for Processing.
Customer must ensure it has a valid lawful basis under UK GDPR for collecting personal data via Hypernym Products, which may include:
9.4. Transparency & Driver/Employee Notices.
Customer must provide all required notices to data subjects before using Hypernym Products, including:
Such notices must clearly explain:
(a) what data is collected (GPS, video, audio, analytics, etc.);
(b) why it is collected;
(c) how long it is retained;
(d) who it may be shared with;
(e) how it will be used (e.g., safety monitoring, coaching, incident review);
(f) that Hypernym processes data on Customer’s behalf.
Customer is responsible for displaying all legally required signage inside vehicles equipped with cameras.
9.5. Video Recording Requirements.
9.5.1. Road-Facing Cameras.
Road-facing video is generally permitted for fleet safety, asset protection, and insurance purposes.
9.5.2. Cabin-Facing Cameras (Interior View).
Customer must ensure compliance with:
Customer is responsible for notifying Workers of cabin-facing recording and its purpose (safety, coaching, compliance).
9.5.3. Audio Recording.
If Customer enables audio recording:
Hypernym is not responsible for policing Customer’s compliance.
9.6. International Data Transfers.
Hypernym stores Customer Data in UK-based data centres unless otherwise specified in an Order Form.
If international transfer is required:
Hypernym will not transfer Customer Data outside the UK without ensuring lawful transfer mechanisms.
9.7. Data Security & Safeguards.
Hypernym will implement administrative, physical, and technical safeguards including:
Customer is responsible for securing its own devices, vehicles, passwords, and user accounts.
9.8. Data Retention.
Unless Customer purchases extended retention:
9.9. Data Subject Rights.
Hypernym will assist Customer (at Customer’s cost where permitted by law) in responding
to:
Customer is responsible for verifying identity of requesters. Hypernym will not respond directly to a data subject unless legally required.
9.10. Data Breach Notification.
In the event of a confirmed personal data breach affecting Customer Data:
9.11. Sub-Processors.
Hypernym may engage sub-processors for hosting, analytics, SIM network services, or support.
Hypernym shall:
Customer may object to a new sub-processor only on reasonable, data-protection-related grounds.
9.12. Customer Responsibilities (GDPR-Specific).
Customer is solely responsible for:
(a) determining lawful basis for processing telematics and video data;
(b) completing a Data Protection Impact Assessment (DPIA) where required;
(c) providing all legally required privacy notices;
(d) obtaining any consents required for video, audio, or monitoring;
(e) configuring retention settings in compliance with its policies;
(f) ensuring its own HR, union, or internal policies permit monitoring;
(g) ensuring that any Customer-supplied hardware complies with legal and privacy requirements.
Hypernym is not responsible for any compliance failures resulting from Customer’s internal policies or lack of transparency to Users.
9.13. Law Enforcement Requests.
Hypernym will not disclose Customer Data to law enforcement unless legally required. Requests will be forwarded to Customer unless prohibited by law
10.1. Limited Hardware Warranty (Third-Party Devices).
Hypernym supplies Hardware manufactured by third-party vendors. Hypernym warrants that, for a period of twelve (12) months from the date of delivery (“Warranty Period”), the Hardware supplied by Hypernym will be free from material defects in materials and workmanship under normal use, subject to the manufacturer’s warranty terms.
This limited warranty does not apply to:
(a) damage resulting from misuse, accident, negligence, collision, improper
installation, or unauthorized repair;
(b) water damage or environmental exposure;
(c) tampering, modification, or removal of devices;
(d) damage caused by Customer-supplied accessories, power sources, or incompatible hardware;
(e) SIM misuse or non-Hypernym SIM usage;
(f) normal wear and tear.
Hypernym will, at its discretion, repair or replace defective Hardware during the Warranty Period.
This is Customer’s exclusive remedy for Hardware defects.
10.2. Professional Services Warranty.
Hypernym warrants that it will provide Professional Services in a professional and workmanlike manner, consistent with industry standards.
If Customer notifies Hypernym of a material deficiency within 30 days of delivery of Services, Hypernym will re-perform the Services at no additional charge. This re-performance obligation is Customer’s sole remedy for breach of service warranty.
10.3. Software & Platform Warranty.
Hypernym warrants that, during the Subscription Term, the Products will perform substantially in accordance with the Documentation, provided that:
Hypernym does not warrant that:
(a) Products will be error-free or uninterrupted;
(b) Products will meet all of Customer’s requirements;
(c) network or mobile connectivity will be available at all times;
(d) GPS, video, or telematics data will always be accurate or complete;
(e) third-party hardware or applications will interoperate with the Products.
10.4. No Warranty for Customer-Supplied Hardware.
Hypernym provides no warranty of any kind for hardware that:
Any integration work is provided on a “best effort” basis, and Customer assumes all risk relating to such hardware.
10.5. Connectivity, Network, and Availability Disclaimer.
Customer acknowledges that Products rely on:
Hypernym is not liable for:
(a) network downtime or weak coverage,
(b) delays in video uploads or event processing,
(c) lost GPS data due to tunnels, parking basements, or shielding,
(d) SIM card restrictions or roaming issues,
(e) intermittent connectivity or upload failures,
(f) Customer or third-party network limitations.
Hypernym does not guarantee continuous availability of Products.
10.6. Disclaimer of All Other Warranties.
To the maximum extent permitted by Law, and except as expressly stated in this Agreement:
Hypernym disclaims all other warranties, whether express, implied, statutory, or otherwise, including but not limited to:
Customer understands that Products are provided on an “as-is” and “as-available” basis.
10.7. No Emergency or Life-Safety Use.
Products are not designed, licensed, or warranted for use in:
Customer shall not rely on Products for emergency or life-safety situations.
10.8. Customer Responsibility for Compliance.
Customer is solely responsible for ensuring:
(a) its use of video, telematics, tracking, audio, and monitoring complies with applicable law;
(b) it has obtained all required User notices and consents;
(c) its HR, employment monitoring, or union requirements are fulfilled;
(d) it uses supported and compatible hardware.
Hypernym does not provide legal advice and is not responsible for the legality of Customer’s monitoring practices.
10.9. No Warranty On Third-Party Products or Applications.
Hypernym provides no warranty on:
Any issues relating to these third-party components must be resolved between Customer and the third-party provider
11.1. Customer Indemnification.
Customer shall defend, indemnify, and hold harmless Hypernym, its Affiliates, directors, officers, employees, licensors, and agents (“Hypernym Indemnified Parties”) from and against all claims, actions, proceedings, fines, penalties, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to:
(a) Customer’s use of the Products in violation of:
(b) Customer’s failure to obtain proper notices or consents from drivers, employees, contractors, or other individuals whose data is collected by the Products, including GPS, Video Content, and telematics data.
(c) Customer-supplied hardware, integrations, sensors, cameras, accessories, SIM cards, power sources, or software, including any:
(d) Customer’s modification, misuse, or unauthorized repair of Hypernym supplied Hardware.
(e) Customer’s breach of data protection obligations, including:
(f) Claims from employees, unions, drivers, or workers regarding privacy,
surveillance, or employment monitoring, including cabin video, audio recording, driver scoring, or telematics analytics.
(g) Customer’s failure to comply with any laws applicable to vehicle tracking, surveillance, video recording, or audio capture.
(h) Any claim alleging that Customer Data or Customer content infringes the rights of a third party.
Customer’s obligation to indemnify includes paying all amounts awarded by a court or agreed in a settlement approved by Customer (not to be unreasonably withheld).
11.2. Hypernym Indemnification (IP Infringement).
Hypernym shall defend, indemnify, and hold harmless Customer from claims brought by a third party alleging that the Products, as provided by Hypernym, infringe that third party’s intellectual property rights.
Hypernym’s obligations are subject to Customer:
(a) giving prompt written notice of the claim;
(b) giving Hypernym sole control of the defense and settlement;
(c) providing reasonable cooperation at Hypernym’s expense.
11.3. IP Infringement Remedies.
If a claim of intellectual property infringement arises, or Hypernym reasonably believes one is likely, Hypernym may, at its option:
(a) modify the Products to avoid infringement,
(b) replace the Products with non-infringing equivalents,
(c) obtain a license for Customer to continue using the Products, or
(d) if none of the above is commercially feasible, terminate affected Products and refund any prepaid, unused fees.
These remedies are Customer’s exclusive remedies for IP infringement.
11.4. Exclusions From Hypernym Indemnification.
Hypernym will have no indemnity obligation for claims arising from or related to:
(a) Customer-supplied hardware, devices, cameras, sensors, SIM cards, or integrations;
(b) modifications to the Products not made by Hypernym;
(c) combination of Products with items not provided or approved by Hypernym;
(d) use of Products in violation of the Documentation;
(e) Customer’s failure to promptly install updates or patches provided by Hypernym;
(f) any Third-Party Application or Third-Party Hardware;
(g) use of Products after receiving notice to stop using the allegedly infringing component.
11.5. Indemnification Procedure.
The indemnified party shall:
(a) promptly notify the indemnifying party of any claim;
(b) permit the indemnifying party sole authority to defend or settle;
(c) provide all reasonable assistance (at the indemnifying party’s cost).
Failure to promptly notify will relieve the indemnifying party of liability only to the extent such failure prejudices the defense.
11.6. No Admission of Liability.
No party may settle any claim that imposes liability, obligations, or admissions on the other party without that party’s prior written consent.
11.7. Sole Remedy.
The indemnities provided under this Section 11 are the sole and exclusive remedies for indemnifiable claims
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