1. Programme Overview

These Terms and Conditions ("Terms") govern your participation in the Optivra Pilot Programme ("Programme"). By applying and participating in the Programme, you agree to be bound by these Terms.

2. Definitions

• "Participant" refers to the retail organization accepted into the Programme
• "Platform" refers to the Optivra people intelligence analytics system
• "Pilot Period" refers to the 3-month trial period unless otherwise agreed
• "Site" refers to the retail location(s) where the Platform is deployed

3. Programme Duration and Scope

3.1 Duration

The Pilot Programme runs for three (3) months from the date of installation and activation. Either party may extend the period by mutual written agreement.

3.2 Scope

The Programme includes:

• Installation of Wi-Fi sensing hardware at agreed locations
• Access to the Optivra analytics platform
• Setup and configuration support
• Dedicated customer success manager
• Regular performance reviews and insights reports
• Technical support during business hours

4. Participant Obligations

4.1 General Requirements

Participants must:

• Provide necessary access to Sites for installation and maintenance
• Ensure stable internet connectivity at all Sites
• Designate a primary contact person for the Programme
• Participate in regular feedback sessions and surveys
• Comply with all applicable laws and regulations
• Maintain confidentiality of Programme information

4.2 Data Cooperation

Participants agree to:

• Share anonymized feedback on platform performance
• Provide store layout information for optimal sensor placement
• Report any technical issues promptly
• Participate in case study development (with prior approval)

5. Optivra Obligations

Optivra will:

• Provide all necessary hardware and software for the Pilot
• Complete installation within agreed timelines
• Provide training and onboarding support
• Assign a dedicated customer success manager
• Deliver monthly insights reports
• Respond to support requests within 24 business hours
• Maintain platform uptime of at least 99.5%

6. Fees and Charges

The Pilot Programme is provided free of charge for the initial 3-month period. This includes:

• All hardware (on loan)
• Software licensing
• Installation and setup
• Support and maintenance

Participants are responsible for providing internet connectivity and electrical power. Any customization requests outside the standard scope may incur additional charges, subject to mutual agreement.

7. Intellectual Property

7.1 Optivra Property

All intellectual property rights in the Platform, including software, algorithms, and hardware designs, remain the exclusive property of Optivra.

7.2 Participant Data

Participants retain all rights to their business data. Optivra may use anonymized, aggregated data for product improvement and industry benchmarking, subject to confidentiality obligations.

8. Confidentiality

Both parties agree to maintain the confidentiality of all proprietary and sensitive information exchanged during the Programme, including but not limited to:

• Platform capabilities and roadmap
• Pricing information
• Business strategies and plans
• Performance metrics and analytics

This obligation continues for two (2) years after the Programme ends.

9. Data Protection and Privacy

Both parties will comply with applicable data protection laws, including GDPR. For details on data processing, see our:

• Privacy Notice
• Data Processing Agreement

Optivra processes only anonymized, non-personal data. No personal identifiable information is collected or stored.

10. Termination

10.1 Early Termination

Either party may terminate the Programme with 30 days' written notice for any reason.

10.2 Immediate Termination

Either party may terminate immediately if:

• The other party materially breaches these Terms
• The other party becomes insolvent or bankrupt
• Continuation would violate applicable laws

10.3 Effects of Termination

Upon termination:

• Optivra will remove all hardware within 30 days
• Platform access will be deactivated
• Participants may request a final data export
• Confidentiality obligations continue

11. Limitation of Liability

To the maximum extent permitted by law:

• The Platform is provided "as is" during the Pilot
• Optivra's total liability is limited to £10,000
• Neither party is liable for indirect, consequential, or punitive damages
• Nothing excludes liability for death, personal injury, fraud, or gross negligence

12. Insurance

Optivra maintains appropriate insurance coverage including professional indemnity and public liability insurance.

13. Transition to Paid Service

At the end of the Pilot Period, Participants may:

• Transition to a paid subscription (terms to be negotiated)
• End the arrangement with no obligation

Optivra will provide pricing and commercial terms at least 30 days before the Pilot Period ends.

14. Governing Law and Jurisdiction

These Terms are governed by the laws of England and Wales. Any disputes will be subject to the exclusive jurisdiction of the courts of England and Wales.

15. General Provisions

15.1 Amendments

These Terms may only be amended by written agreement signed by both parties.

15.2 Entire Agreement

These Terms, together with the Privacy Notice and Data Processing Agreement, constitute the entire agreement between the parties.

15.3 Severability

If any provision is found invalid or unenforceable, the remaining provisions continue in full force.

15.4 No Partnership

Nothing in these Terms creates a partnership, joint venture, or agency relationship.

16. Contact Information

For questions about these Terms, contact:

• Email: info@optivra.io
• Programme Manager: pilot@optivra.io