VirGeo® Terms of Use (version 25 June 2026)

The VirGeo® Platform ("Platform" or "VirGeo®") is provided by Fugro as a web-based platform for the visualisation, access, collaboration, and management of geo-data and Workspace information.

These Terms of Use apply to any and all access to and use of the Platform by the Client and Authorised Users, regardless of whether access is provided on a bundled or standalone basis. By clicking the "I Agree" button or by proceeding with access to the Platform, the Client (through its authorised representative) enters into a legally binding agreement with Fugro Technology B.V., a private limited liability company, having its registered office at Prismastraat 3, 2631 RT Nootdorp, the Netherlands (registration number 14614376) and on behalf of Fugro's Affiliates, who may directly or indirectly assist in providing the Platform ("Fugro"). The terms and conditions of the Client are explicitly rejected by Fugro.

The Platform may be accessed by the Client in one of two ways:

A. Bundled with Services: Where the Client has engaged Fugro to provide marine site characterisation, asset integrity or any other services under a Service Agreement, access to the Platform is provided free of charge during the provision of those Services and for one month following completion or termination of the Services as provided under clause 7 (Term, renewal and fees). Thereafter, if the Client wishes to continue using the Platform, the Client must enter into a paid subscription in accordance with these Terms of Use.

B. Standalone subscription: Where the Client subscribes to the Platform directly without engaging Fugro for ground investigation services, access is provided on a paid subscription basis from the commencement of the subscription term.

1. DEFINITIONS

In these Terms of Use, the following terms shall have the meanings set out below:

1.1. "Affiliates" means, with respect to a party: a person directly or indirectly controlling, or controlled by, such party, or which is directly or indirectly controlled by a person who also controls such party. For the purposes of this definition, a “person” means any individual, company, partnership or unincorporated association (whether or not having separate legal personality.

1.2. "Authorised User" means any individual whom the Client permits to access and use the Platform under the Client's account, including: employees of the Client; Affiliates and employees of the Client Affiliates; sub-contractors engaged by the Client; or other Workspace representatives who are not on the Client's payroll; and any other person authorised by the Client to access the Platform for the Workspace Purpose, provided that all such individuals act on behalf of the Client or in connection with the same Workspace and remain under the Client's control and responsibility. Authorised Users may include the Client’s end customers only where their access is limited to the relevant Workspace and to viewing and downloading Client Data, unless Fugro agrees otherwise in writing.

1.3. “Beta Features” means beta, preview, trial or pre-release features or versions of the Platform or inherent features that Fugro may introduce from time to time.

1.4. "Client" means the entity entering into these Terms of Use with Fugro for access to and use of the Platform, and who is responsible for payment of any fees (if applicable). The Client is typically a company or organisation subscribing to the Platform either as part of a Services engagement or on a standalone basis.

1.5. "Client Data" means any technical and analytical data, files, documents, drawings, BIM models, annotations, comments, or other materials that are collected, uploaded, owned by, or which the Client has the legal right to use, including Processed Outputs, but excluding Final Report and any deliverables expressly identified as Fugro deliverables under a Service Agreement.

1.6. “Documentation” means any then-current user guidance or instruction materials made available by Fugro to the Client within the Platform or otherwise in writing describing the use and operation of the Platform.

1.7. "Final Report" means solely to the final deliverable report issued by Fugro under the Service Agreement or statement of work, which sets out Fugro's professional engineering findings, analysis, and recommendations in respect of the Workspace.

1.8. "Intellectual Property Rights" means all intellectual property rights of any kind, whether registered or unregistered, including patents, inventions, technical information, know-how, trade secrets, drawings, models, specifications, software, copyright, trademarks, designs, and database rights, and including the right to apply for registration of any such rights.

1.9. "Platform" means the VirGeo® cloud-based hosted services consisting of the portal, interfaces, features, application programming interface (APIs), and related tools provided by Fugro, where enabled, for the visualisation, access, collaboration, and management of geo-data and Workspace information.

1.10. "Processed Outputs" means outputs generated by the Platform solely from Client Data and Client-selected parameters, filters, prompts, or other inputs provided by Authorised Users (where enabled), and excludes any Fugro Services data, Final Report, or any Fugro-authored deliverables.

1.11. "Workspace" means the designated area or environment on the Platform allocated to the Client and its Authorised Users for the access, upload, storage, review, sharing and collaboration of Client Data and other content permitted under these Terms of Use, and where applicable, for the delivery of the Final Report and any other deliverables under an associated Service Agreement.

1.12. "Workspace Purpose" means, subject to the restrictions under clause 3.3., use of the Platform solely in connection with the Workspace and for the Client's business operations related to the Workspace.

1.13. "Service Agreement" means any master services agreement, professional services agreement, or statement of work and order forms, between the Client and Fugro (or any Fugro entity) under which VirGeo® Services are provided and in connection with which access to the Platform is granted.

1.14. "Services" means the marine site investigation and related professional services provided by Fugro under a Service Agreement or statement of work, including geophysical screening, geotechnical validation, subsurface analytics, modelling, reporting, and engineering advice.

1.15. "Term" means the period during which the Client is entitled to access and use the Platform, as specified in the Service Agreement or statement of work or order form or as determined in accordance with clause 7.

1.16. “Terms of Use” means these VirGeo Terms of Use as amended from time to time in accordance with clause 13.

2. ACCOUNT REGISTRATION AND ACCESS MANAGEMENT

2.1. Registration and account information - The Client must provide accurate, complete, and current information when registering for access to the Platform and must keep such information updated throughout the Term. The Client is responsible for all activities that occur under its account. Where subscription fees are payable under these Terms of Use, the Client must pay such fees prior to activation of access to the Platform in accordance with clause 7.

2.2. Authorised Users

(a) The Client shall provide Fugro with the names and corporate email addresses of all Authorised Users for the purpose of establishing access to the Platform.

(b) The Client may permit Authorised Users to access and use the Platform under the Client's account, provided that all such Authorised Users act on behalf of the Client or in connection with the same Workspace and remain under the Client's control and responsibility. The Client shall ensure that individuals who are not employed by or contracted to the Client, who are not employees of the Client's Affiliates, or who are otherwise not authorised to use the Platform, are not granted access to the Platform unless with prior written consent from Fugro.

(c) Fugro may verify the identity and authorisation status of any Authorised User at any time during the Term of the Client’s access to the Platform.

2.3. Access credentials and security

(a) The Client shall ensure that each Authorised User maintains a secure password for access to the Platform and complies with the Client's obligations in relation to the Platform.

(b) Fugro will implement appropriate security protocols and reserves the right to revoke access credentials for any Authorised User if there is suspicion of unauthorised access or other unlawful activities.

2.4. Capacity limits and fair use

(a) Usage of the Platform is limited to the subscribed capacity as specified in the Service Agreement or order form, including any limits on the number of Authorised Users or concurrent users.

(b) The Client shall pay any additional charges payable as a result of exceeding the maximum number of Authorised Users indicated in the Service Agreement or order form, or any charges payable for use of the Platform by unauthorised users.

3. LICENSE GRANT AND SCOPE OF USE

3.1. Grant of license

(a) Subject to the Client's compliance with these Terms of Use and payment of any applicable fees, Fugro grants to the Client a non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Platform solely for the Workspace Purpose during the Term.

(b) Where access to the Platform is provided on a bundled basis under a Service Agreement, the license is subject to the condition that the Client complies with these Terms of Use and the Service Agreement. Where access is provided on a standalone subscription basis, the license is subject to the condition that the Client has fully paid the applicable subscription fees in accordance with clause 7 and complies with these Terms of Use.

3.2. Scope of permitted use

(a) The Client shall on behalf of itself and shall ensure that all Authorised Users comply with these Terms of Use, the Documentation and any applicable policies or guidelines issued by Fugro from time to time.

(b) During the period in which Fugro is preparing, reviewing, or finalising the Final Report including until the delivery of the Final Report, any such Fugro-uploaded content made available on the Platform shall be view-only, except to the extent that Fugro enables commenting functionality. If Client or any of its Authorised Users modify or alters it, Fugro shall have no responsibility, warranty or liability in respect of the affected content, and any warranties, remedies or other obligations of Fugro under the Service Agreement shall only apply to the Final Report issued by Fugro.

3.3. Restrictions on use - The Client shall not, and shall ensure that Authorised Users do not:

(a) sublicense, resell, rent, lease, distribute, or otherwise transfer the Platform or any part thereof to any third party;

(b) use the Platform to provide services to third parties on a service bureau, outsourcing, or similar basis;

(c) use the Platform for any purpose other than the Workspace Purpose, or for any project other than the named Workspace, without Fugro's prior written consent;

(d) copy, modify, frame, mirror, create derivative works from, or display any portion of the Platform in any form or by any means;

(e) decompile, reverse compile, disassemble, reverse engineer, or otherwise reduce to human-perceivable form all or any part of the Platform, its model architecture, analytics workflows, or proprietary technologies;

(f) circumvent, disable, or interfere with any technical controls, security features, or access restrictions implemented on the Platform;

(g) conduct benchmarking, availability testing, latency testing, or performance testing of the Platform for publication or competitive analysis without Fugro's prior written consent;

(h) use the Platform, or any data, code, schemas, or visualisations available on the Platform to train, develop, or improve any third-party artificial intelligence models, machine learning algorithms, or competing services without Fugro's prior written consent;

(i) engage in unauthorised access, probing, penetration testing, scraping, load testing, or introduce any malware, viruses, worms, Trojan horses, or other harmful code into the Platform;

(j) interfere with, disrupt, or compromise the security, availability, integrity, or performance of the Platform or any systems or networks connected to the Platform;

(k) share, expose, or distribute any content, data, or outputs from the Platform outside the permitted Workspace team or to any person or entity not authorised.

4. INTELLECTUAL PROPERTY

4.1. Ownership of Platform - All Intellectual Property Rights in and to the Platform, including all changes, modifications, and improvements thereof, are and shall remain the exclusive property of Fugro or Fugro's suppliers, as the case may be.

4.2. Background IP - Fugro retains all Intellectual Property Rights in and to its background intellectual property, including:

(a) geophysical technologies, methods, and workflows;

(b) geotechnical investigation techniques and procedures;

(d) software, tools, templates, and know-how used to acquire, process, analyse, or visualise geo-data; and

(e) any improvements, modifications, or derivative works thereof, whether existing before or developed during the provision of the Services or the Platform.

4.3. Reservation of rights

(a) All rights not expressly granted to the Client under these Terms of Use are reserved by Fugro.

(b) Nothing in these Terms of Use shall be construed as transferring any ownership or Intellectual Property Rights in the Platform or background intellectual property to the Client or any Authorised User.

4.4. Ownership of Client Data

(a) The Client shall be the owner of Client Data and is exclusively responsible for the reliability, accuracy, and use of Client Data.

(b) The Client hereby grants Fugro a limited, non-exclusive, royalty-free license to use Client Data:

(i) during the Term, to host, process, display, and transform Client Data on the Platform to support the Workspace Purpose; and

(ii) following the Term, to use Client Data in aggregate and anonymous form, for Fugro’s internal purposes, including improving its products and services, provided that such use does not identify the Client, the Workspace, the site location, or disclose the Client’s confidential information or enable re-identification.

4.5. The Client, Client's Affiliates and any Authorised User (who is not an employee of the Client) shall indemnify and hold harmless Fugro from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from or in connection with any breach or alleged breach of third-party Intellectual Property Rights resulting from Client Data or any data uploaded by such Authorised User to the Platform.

4.6. Feedback and suggestions - If the Client or any Authorised User provides Fugro with any feedback, suggestions, or recommendations regarding the Platform (whether in the form of comments, bug reports, feature requests, or otherwise), the Client hereby grants Fugro a perpetual, irrevocable, worldwide, royalty-free, non-exclusive license to use, reproduce, modify, and incorporate such feedback into the Platform and Fugro's other products and services without any obligation to the Client.

5. WARRANTIES

5.1. Platform warranty - Fugro warrants that: (a) the Platform will be provided with reasonable skill and care; (b) it is the owner of the Platform and has the legal right to provide the Platform to the Client under these Terms of Use; (c) the Platform will perform in all material respects in accordance with its applicable, then-current Documentation (when used in accordance with the Documentation, to the extent such Documentation is made available by Fugro); the general functionality of the Platform shall not materially diminish during the Term; and (d) it will use commercially reasonable efforts to detect and remove or neutralise viruses or other malicious code that could have an adverse effect on Client’s use of the Platform.

5.2. The Client agrees that any claims regarding accuracy, reliability, completeness, suitability, errors, omissions, or defects in data, models, analyses, reports, or outputs, including geophysical screening, geotechnical validation, subsurface analytics, modelling, reporting, and engineering advice, cannot be brought under these Terms of Use and must be made under the applicable Service Agreement or related documents. Fugro has no liability for such matters under these Terms of Use.

5.3. Disclaimers

(a) The Processed Output are provided 'as is.' Fugro makes no representations or warranties, express or implied, regarding the accuracy, completeness, or fitness for purpose of the Processed Output. The Client assumes all risks associated with its use.

(b) The Platform is provided exclusively as a delivery, visualisation, and collaboration tool (where enabled) for subsurface data and models. The Platform does not constitute, and shall not be construed as constituting, the provision of Services, engineering advice, site characterisation services, or geotechnical consulting services.

(c) Fugro does not warrant the accuracy, reliability, completeness, or suitability of any data, models, analyses, or outputs displayed on or delivered through the Platform.

(d) Except as expressly provided in these Terms of Use, the Platform is provided on an “as-is” and “as available” basis. Any warranty or representation regarding the Platform, whether express or implied, is excluded to the fullest extent permitted by applicable law.

(e) Beta Features are provided for testing and evaluation purposes only, on an “as is” and “as available” basis. Fugro gives no warranty, representation or guarantee in respect of Beta Features and shall have no liability arising out of or in connection with their availability, use, modification, suspension or withdrawal.

6. LIABILITIES AND INDEMNITIES

6.1. Fugro shall not be liable for any indirect, consequential, or special loss or damage, including loss of profit, loss of production, loss of contract, loss of business opportunity, pure economic loss, loss or corruption of data, or reputational damage, however arising.

6.2. Subject to clause 6.3, Fugro's aggregate liability under these Terms of Use shall be limited to:

(a) where the Client has paid fees for access to the Platform, the actual fees paid by the Client during the twelve (12) months immediately preceding the date on which the liability event occurred; or

(b) where access to the Platform is provided free of charge under a Service Agreement, an amount equal to the fees the Client would have paid for access to the Platform during the six (6) months immediately preceding the date on which the liability event occurred, calculated in accordance with Fugro's standard subscription fees applicable at that time.

6.3. Exceptions to liability cap - The exclusions and limitations in clauses 6.1 and 6.2 shall not apply to:

(a) death or personal injury caused by Fugro's negligence;

(b) fraud or fraudulent misrepresentation by Fugro;

(d) any other liability that cannot be excluded or limited by law.

6.4. Fugro shall not be liable for a breach of these Terms of Use unless the Client provides Fugro written notice describing the breach in reasonable detail and allows Fugro not less than thirty (30) days to remedy it. This shall not apply to breaches that are not capable of remedy.

6.5. No claim arising out of or in connection with these Terms of Use may be brought more than one (1) year after the date on which the claiming party became aware (or ought reasonably to have become aware) of the facts giving rise to the claim.

6.6. Fugro indemnity for intellectual property infringement

(a) If a competent court irrevocably establishes that the Platform infringes a third party's Intellectual Property Rights, Fugro shall, at its discretion, replace or amend the Platform to avoid infringement, acquire the right for the Client to continue using the Platform, or terminate these Terms of Use and refund any fees paid by the Client for the unused portion of the Term, notwithstanding clause 8.4.

(b) Fugro's obligations under clause 6.6(a) constitute Fugro's sole and exclusive liability, and the Client's sole and exclusive remedy, for any infringement of third-party Intellectual Property Rights by the Platform.

6.7. Client indemnity - The Client shall indemnify and hold harmless Fugro from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from or in connection with:

(a) any breach by the Client or any Authorised User of these Terms of Use, including any breach of the restrictions on use set out in clause 3.3;

(b) any breach or alleged breach of third-party Intellectual Property Rights resulting from Client Data or any data uploaded by any Authorised User to the Platform;

(c) any breach or alleged breach of third-party Intellectual Property Rights resulting from comments, annotations, mark-ups, or user-generated content created by the Client or Authorised Users on the Platform; or

(d) the Client's or any Authorised User's use of the Platform in violation of applicable laws, regulations, or these Terms of Use.

6.8. For the avoidance of doubt, any indemnity relating to the accuracy, reliability, or suitability of the Final Report or any professional services provided by Fugro shall be governed exclusively by the Service Agreement and not by these Terms of Use.

7. TERM, RENEWAL AND FEES

7.1. Bundled with Services

(a) The Term shall commence on the date specified in the Service Agreement and shall continue during the provision of the Services and for one month following completion or termination of the Services (the "Free Access Period"). No separate subscription fees shall be payable during the Free Access Period. Following expiry of the Free Access Period, if the Client wishes to continue using the Platform, the Client must enter a paid subscription on a standalone basis in accordance with clause 7.2.

7.2. Standalone subscription

This clause 7.2 applies to Clients subscribing to the Platform directly and to Clients transitioning from bundled access to a paid subscription following expiry of the Free Access Period under clause 7.1.(a).

(a) The Term shall commence on the date specified in the order form or subscription agreement and shall continue for the initial subscription period specified therein.

(b) Following the initial Term, the subscription shall renew automatically for successive periods of one year unless either party gives written notice of termination to the other party not less than thirty days prior to the end of the then-current Term. Fugro shall notify the Client of the upcoming renewal not less than thirty days prior to the expiry of the then-current Term. On renewal, Fugro may amend the subscription fees. Fugro shall notify the Client of any change in subscription fees not less than thirty days prior to the renewal date.

7.3. Fees and payment

(a) Upon the Client's request for a subscription, Fugro shall provide the Client with an invoice for the applicable subscription fees. The Client shall pay the subscription fees in full to the bank account indicated by Fugro prior to activation of access to the Platform. No access to the Platform shall be granted until payment is received in full.

(b) Not less than thirty days prior to the renewal date, Fugro shall provide the Client with an invoice for the renewal subscription fees. The Client shall pay the renewal subscription fees in full prior to the renewal date. If payment is not received in full by the renewal date, access to the Platform shall be suspended immediately until payment is received in full.

(c) All subscription fees are exclusive of taxes. If Fugro is obligated to pay taxes to any tax authority in relation to the Platform on behalf of the Client, Fugro shall charge the Client for such taxes.

(d) The Client waives any right it may have to set-off or to suspend payment.

8. SUSPENSION AND TERMINATION

8.1. Suspension

(a) Fugro may suspend access to the Platform immediately and without prior notice if:

(i) Fugro reasonably believes there is a security risk to the Platform or any systems or networks connected to the Platform;

(ii) Fugro is required to do so by law, court order, or regulatory authority;

(iii) the Client or any Authorised User breaches these Terms of Use, including any breach of the restrictions on use set out in clause 3.3, any breach of confidentiality obligations, or any breach of Intellectual Property Rights; or

(iv) the Client fails to pay any subscription fees prior to renewal of a Term.

8.2. Fugro shall use reasonable endeavours to notify the Client of any suspension and the reasons therefor. Suspension shall continue until the breach is remedied to Fugro's reasonable satisfaction or until these Terms of Use are terminated.

8.3. Termination

(a) Either party may terminate these Terms of Use for convenience by giving not less than thirty (30) days’ written notice to the other party prior to the end of the then-current Term. Any such termination shall take effect only at the end of the then-current Term.

(b) Either party may terminate these Terms of Use immediately by written notice if:

(i) the other party commits a material breach of these Terms of Use and fails to remedy such breach within thirty (30) days of receiving written notice specifying the breach and requiring its remedy;

(ii) the other party is declared bankrupt, ceases its business activities, or enters into insolvency proceedings.

8.4. Upon expiry of the Term, or termination of these Terms of Use taking effect at the end of the then-current Term, all rights granted to the Client and the Authorised Users under these Terms of Use shall cease. Where notice of termination is given before the end of the then-current Term, the Client may continue to access and use the Platform until the end of the then-current Term for which it has paid, provided it remains in compliance with these Terms of Use. All fees are non-refundable. Fugro has no obligation to refund any prepaid fees or credits, including where the Client ceases to use the Platform before the end of the then-current Term. Without prejudice to any rights accrued prior to expiry or termination, Fugro shall have no further obligation to provide the Platform or any support in respect of the Platform after expiry or termination, except where expressly stated in these Terms of Use.

8.5. The Client is solely responsible for backing up and exporting its Client Data from the Platform in a timely manner and, in any event, prior to losing access to the Platform due to expiry, termination, suspension, or any notified discontinuation of the Platform. If, during any period in which the Client is entitled to continue to access the Platform following notice of termination or discontinuation but prior to the end of the then-current Term for which it has paid, the Client is unable to access the Platform due to a technical issue attributable to the Platform, Fugro will provide reasonable support limited to enabling the Client to retrieve or export its Client Data, in accordance with the applicable Service Level and Support Policy. Fugro has no obligation to provide any other support or services in relation to such retrieval or export.

8.6. Termination or expiry of these Terms of Use shall not affect any rights, remedies, obligations, or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages.

8.7. Survival - The following provisions shall survive termination or expiry of these Terms of Use: clause 4 (Intellectual Property), clause 5 (Warranties), clause 6 (Liabilities and Indemnities), clause 8 (Termination), clause 9 (Sanctions and Export Controls) clause 11 (Confidentiality), clause 14 (Governing law and dispute resolution), and any other provision which by its nature is intended to survive termination.

9. SANCTIONS AND EXPORT CONTROLS

9.1. Sanctions Limitations - The parties agree that neither party will have any obligation nor any liability to undertake any work or provide any services under these Terms of Use which may, at any time, put either party in breach of any existing or newly introduced embargoes, sanctions, or export control regulations imposed by the United Nations, the European Union, the United Kingdom, or the United States, or any other local law restriction or requirement in a jurisdiction in which the parties undertake work or provide services (together "Sanctions Limitations"). In the event one party, in its sole discretion, determines it is unable to commence work or any part of it or provide services on account of Sanctions Limitations, including goodwill harm caused by such Sanctions Limitations, that party may cease work or cease to provide services immediately and without any liability to the other party.

9.2. Immediate suspension and termination - If Fugro reasonably believes that the Client or any Authorised User has breached or is likely to breach any Sanctions Limitations, Fugro may immediately suspend access to the Platform or may terminate these Terms of Use, without prior notice and without any liability towards the Client or any Authorised User.

10. DATA PRIVACY LAWS

10.1. Both parties acknowledge that they may receive personal data as part of these Terms of Use and agree to comply with all applicable data privacy laws, including the General Data Protection Regulation (EU) 2016/679. Each party shall treat all personal data received from the other party as confidential, use it solely for the purposes for which it was disclosed, and ensure that access is limited to those individuals who need it to fulfil their obligations under these Terms of Use.

10.2. The Platform collects minimal personal data from the Client and Authorised Users, including name, corporate email address, location, (for subscription activation and platform access), for which Fugro acts as an independent controller for the purposes of compliance with Data Protection Legislation.

10.3. If the services or purposes develop such that Fugro processes personal data on behalf of the Client, the Client shall promptly inform Fugro and initiate the execution of a data processing agreement to govern such processing.

10.4. All personal data collected through the Platform is processed in accordance with Fugro's Privacy Notice, available at https://www.fugro.com/expertise/virgeo-privacy-statement.

10.5. Fugro may monitor or track the activity of the Client and Authorised Users on the Platform for security, performance, and service improvement purposes.

11. CONFIDENTIALITY

11.1. Each party shall protect the other party's confidential information from unauthorised use, access, or disclosure in the same manner as each party protects its own confidential information, but with no less than reasonable care.

11.2. Each party may use the other party's confidential information solely for the purpose of performing its obligations under these Terms of Use or the Service Agreement (if applicable).

11.3. For the purposes of these Terms of Use, confidential information includes any non-public information of a proprietary nature disclosed by one party to the other, including business, financial, or technical information, data, documents, trade secrets, know-how, and any information contained in Platform workspaces relating to site conditions, design information, or Workspace data.

11.4. If a party is required by law to disclose any confidential information of the other party, the first party may disclose the confidential information to the extent necessary, provided that it shall promptly notify the other party to allow that party to take any legal measures to protect its interests.

11.5. Fugro may use the Client's name and logo in connection with the Platform and to identify the Client as a user of VirGeo®, for marketing, promoting, and advertising the Platform, for use in customer references, and for use in other activities related to Fugro's VirGeo® business.

12. THIRD-PARTY COMPONENTS AND LINKS

12.1. The Platform may incorporate or provide access to third-party software libraries, services, or components. Any such third-party components are subject to their own terms, conditions, and notices. Fugro does not warrant the functionality, accuracy, or reliability of any third-party components.

12.2. The Platform may contain links to third-party websites or resources. Fugro does not warrant the accuracy, completeness, or reliability of any information provided by third parties. The Client acknowledges and agrees that any reliance on third-party links and information is at the Client's own risk. Fugro shall have no liability for any damages or losses arising from the use of or reliance on third-party links and information.

13. CHANGES TO PLATFORM AND TERMS OF USE

13.1. Fugro may modify, update, suspend or discontinue the Platform, or any feature, functionality or part of it, from time to time for operational, legal, security or commercial reasons. Fugro shall use reasonable endeavours to give the Client at least three (3) months’ prior notice of any material modification, suspension or discontinuation, unless immediate action is required. Any discontinuation of the Platform for commercial reasons shall take effect no earlier than the end of the then-current Term. Upon receipt of any notice of discontinuation, the Client shall be solely responsible for promptly backing up and exporting its Client Data from the Platform before the effective date of such discontinuation. The Client may request portability assistance in relation to its Client Data, which Fugro shall provide in accordance with the applicable Service Level and Support Policy. Fugro shall not be liable for any loss, damage or cost arising from any such modification, suspension or discontinuation, except as expressly provided in these Terms of Use.

13.2. Fugro may update or amend these Terms of Use from time to time for operational, legal, security, or regulatory reasons. The current version of these Terms of Use, as made available on the Platform or Fugro’s website, shall apply from its stated effective date. The Client’s continued access to or use of the Platform on or after the effective date of any updated Terms of Use constitutes acceptance of those updated Terms of Use.

13.3. Fugro shall notify the Client of any material changes to these Terms of Use not less than thirty days prior to the effective date of such changes. Notification may be provided by email to the Client's registered email address or by posting a notice on the Platform.

13.4. The Client's continued use of the Platform following the effective date of any changes to these Terms of Use constitutes acceptance of the updated terms. If the Client does not agree to the updated terms, the Client must cease using the Platform and may terminate these Terms of Use in accordance with clause 8.

14. GOVERNING LAW, JURISDICTION AND DISPUTE RESOLUTION

14.1. Governing law

(a) These Terms of Use of Use shall be construed and governed exclusively by the laws of the Netherlands.

(b) The Client acknowledges that any Service Agreement may be governed by a different governing law and jurisdiction. However, any dispute or claim arising out of or in connection with these Terms of Use (including non-contractual claims) shall be interpreted and governed exclusively by the laws of the Netherlands.

14.2. Dispute resolution

(a) Before commencing any court proceedings, the parties shall attempt to settle any dispute or claim arising out of or in connection with these Terms of Use amicably within thirty days of written notice from one party to the other identifying the dispute.

(b) All disputes arising out of or in connection with these Terms of Use of Use shall be settled exclusively by the competent court of Amsterdam, the Netherlands.

14.3. For the avoidance of doubt, any dispute concerning the accuracy, reliability, completeness, suitability, errors, omissions, or defects in any data, models, analyses, reports, or outputs (including those displayed on or delivered through the Platform), arising out of the performance of the Service Agreement, must be brought exclusively under the Service Agreement or statement of work in accordance with the dispute resolution provisions set out therein. No such dispute may be brought under these Terms of Use.

14.4. Injunctive relief - Without prejudice to any other rights or remedies available to Fugro, the Client acknowledges and agrees that in the event of any breach or threatened breach by the Client or any Authorised User of any confidentiality obligations or Intellectual Property Rights under these Terms of Use, termination alone would not be an adequate remedy. Fugro shall be entitled to seek injunctive relief, specific performance, and any other equitable or legal remedies available under applicable law, without the need to post a bond or prove actual damages.

15. GENERAL PROVISIONS

15.1. Force Majeure - If either party is prevented from performing its obligations under these Terms of Use by an event outside its reasonable control, including network or internet failures, cyber-attacks, failure of third-party suppliers (including cloud or hosting providers), or any other cause beyond the reasonable control of the affected party (a "Force Majeure Event"), the obligations of the affected party shall be suspended until the Force Majeure Event has ended and the affected party has been reasonably able to resume its obligations. The affected party shall notify the other party without undue delay of the Force Majeure Event. Neither party shall be liable for any losses resulting from a Force Majeure Event.

15.2. Notices - Any notice required or permitted to be given under these Terms of Use shall be in writing and may be delivered by email to the email address provided by the receiving party. Notices shall be deemed to have been received on the date of transmission if sent by email during normal business hours, or on the next business day if sent outside normal business hours.

15.3. Assignment - The Client may not assign or transfer these Terms of Use or any rights or obligations hereunder, in whole or in part, to any third party without Fugro's prior written consent. Fugro may assign or transfer these Terms of Use or any rights or obligations hereunder, in whole or in part, to any third party, including any Fugro group company, without the Client's consent. The Client hereby consents to any such assignment or transfer.

15.4. Subcontracting - Fugro may engage third parties at its discretion for the provision of the Platform or any part thereof. Fugro shall remain responsible for the acts and omissions of its subcontractors as if they were Fugro's own acts and omissions.

15.5. Entire agreement - These Terms of Use, together with any Service Agreement (if applicable) and any order form or subscription agreement, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous understandings, agreements, representations, and warranties, whether written or oral.

15.6. Severability - If any provision of these Terms of Use is invalid or declared null and void, the other provisions shall remain in full force, and the parties shall consult in order to agree on new provisions to replace the invalid or annulled provisions, considering the purpose and intent of the invalid or annulled provision.

15.7. No waiver - No failure or delay by a party to exercise any right or remedy provided under these Terms of Use or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

15.8. Where Fugro makes available a service level and support policy for the Platform (the “Service Level Policy”) on its website or within the Platform, the Service Level Policy applies to the Platform and is incorporated by reference. Fugro may update the Service Level Policy from time to time for operational, legal or security reasons. If an update materially reduces the service levels, Fugro will notify the Client in advance where reasonably practicable.

15.9. The following order of precedence applies in the event of conflict: (1) the applicable order form and/or statement of work (but only for the commercial terms and entitlements stated in it); and (2) these Terms of Use. The Service Level Policy is incorporated by reference, and, in the event of conflict, these Terms of Use prevail. For the avoidance of doubt, any conflict relating to the accuracy, sufficiency, or suitability of geophysical or geotechnical data, analysis, or the Final Report or the Services shall be governed exclusively by the Service Agreement.