Forensic Software Licence and Service Agreement

This Agreement is made on [date] between:

FOCUS DATA SERVICES LTD a company incorporated in England and Wales with registered number 4702722 whose registered office is at Brunel House, Volunteer Way, Faringdon, Oxfordshire, United Kingdom, SN7 7YR (“Focus Data”); and [Licensee Name], of [Licensee Address] (“Licensee”).

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE INSTALLING OR USING THE SOFTWARE.  THIS IS A LEGAL AGREEMENT AND BY DOWNLOADING OR USING THE SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT.

BACKGROUND

1. A) Focus Data has developed and owns certain computer software applications that will automate the majority of the administrative data processing tasks involved in requesting collecting and distributing intelligence data gained from Telecommunication Licensors (TSP’s).
   
   
2. B) Focus Data has developed a specific forensic radio frequency survey software application that measures and analyses radio wave behaviours to help in identifying optimal access point locations and assessing signal strength and interference.
   
   
3.  THE PARTIES AGREE
   
   

1. Definitions

“Application” means Focus Data’s proprietary forensic radio survey software.

“Authorised User” means the Licensee or anyone who is authorised by the Licensee to use the Application. Users may include, Licensee’s employees, consultants, clients, external users, contractors, agents, and third parties.

“Data Protection Laws” means the UK GDPR, the Data Protection Act 2018, and all other applicable UK data protection legislation.

“Licence Subscription Term” means the period commencing on the date the Application is made available and continues for a period of one year unless the Licensee renews by paying the applicable annual licence subscription fees, or unless otherwise terminated in accordance with the term of this Agreement.

“Master File” means the authoritative version of a completed radio survey, generated and securely stored by Focus Data, suitable for evidential use in legal proceedings.

“Services” means the provision of the Application that has been licensed for the Licensee’s use under this Agreement and made available to the Licensee over a network.

“Working Copy” means a downloadable, editable version of the Application output, provided to the Licensee for operational use but not court-admissible.

2. Licence and Access

2.1. Subject to continuing compliance with this Agreement, including but not limited to the restrictions set forth in Clause 7.2, Focus Data grants the Licensee a limited, non-exclusive, non-transferable licence during the Licence Term, to access and use the Application for its own purposes and not for resale, sublicensing, or distribution to third parties. Licensee will cause all Users to abide by the terms and conditions of this Agreement. Any action or omission of a User, which, if attributable to the Licensee would constitute a breach of this Agreement, will be deemed to be a breach of this Agreement by Licensee. Focus Data may suspend any User’s access to the Application for any breach without notice.

2.2. The Master File will be securely held by Focus Data. The Working Copy is provided to the Licensee on request and may be edited, annotated, or otherwise modified.

2.3. Focus Data does not warrant or guarantee that either the Master Copy or the Working Copy will be admissible or accorded any particular weight in legal proceedings; admissibility and evidential weight remain matters for the relevant court, tribunal or authority. If there is any discrepancy between a Working Copy and the Master Copy, the Master Copy shall prevail (unless a competent authority determines otherwise). Focus Data accepts no liability for legal reliance on Working Copies.

2.4 The Application may contain open-source software, where this is the case such open-source software will be subject to the terms of the separate open-source license.

2.5 The Licensee grants to Focus Data a worldwide, limited-term licence to host, copy, transmit and display any Licensee data as reasonably necessary for Focus Data to provide the Services.

3. Fees and Payment

3.1. Use of the Application is paid for on a subscription based annually in advance. Fees are based on the access to the Application and not on actual usage. All fees payable are non-cancellable and non-refundable.

3.2 In the event that any undisputed fees remain unpaid after the end of the payment term Focus Data reserves the right to suspend or terminate access to the Application.

4. Limited Warranty

4.1 Focus Data warrants that during the paid Licence Subscription Term the Application will perform substantially in accordance with the applicable Focus Data documentation.

4.2 The Licensee’s exclusive remedy and Focus Data’s sole liability for breach of this: (i) Focus Data shall correct the non-conforming Application at no additional charge to the Licensee; or (ii) in the event Focus Data is unable to correct the deficiencies after good-faith efforts and within a commercially reasonable timeframe, the Licensee shall be entitled to terminate the applicable Licence Subscription Term and Focus Data will refund the Licensee a pro-rata portion of any prepaid fees attributable to the defective Application calculated from the date of termination to the end of the paid up period.

4.3 To receive warranty remedies, the Licensee must promptly report deficiencies in writing to Focus Data, but no later than thirty (30) days of the first date the deficiency is identified by the Licensee.

4.4 This warranty does not apply if the Application: (i) has been altered or modified except by Focus Data or its authorized representative, (ii) has not be installed, operated, repaired, or maintained in accordance with the Focus Data documentation, (iii) has not been accessed in accordance with the terms of this Agreement.

4.5 Except as expressly provided in this Clause 4 and to the maximum extent permitted by applicable law, Focus Data makes no representations or warranties of any kind, whether express, implied, statutory, or otherwise, and specifically disclaims all warranties of fitness for a particular purpose, merchantability, merchantable quality, accuracy of informational content, systems integration, non-infringement, non-interference with enjoyment or otherwise. Focus Data does not represent or warrant that the operation of the Application will be error free or uninterrupted. Focus Data makes no warranty regarding any outside technology or hardware with which the Application may interoperate. The limited warranties provided in this Clause 4 are the sole and exclusive representations and warranties provided to the Licensee in connection with the subject matter of this Agreement.

5. Admissibility and Limitations

5.1. The Licensee acknowledges that:

• The Application is a tool to assist qualified forensic professionals;
• Accuracy may be affected by external factors including handset limitations, signal interference, weather conditions, terrain and building density, and environmental radio noise.
  
  

5.2. Focus Data gives no warranty that the Application’s output will be accepted by any court, tribunal, or law enforcement body, and disclaims any liability arising from inadmissibility.

6. Indemnities

6.1. The Licensee shall indemnify and keep indemnified Focus Data against all claims, losses, damages, costs (including legal fees), and expenses arising out of or in connection with:

1. Any request or requirement for Focus Data or its personnel to participate in legal proceedings or investigations (including giving witness evidence), unless arising solely from Focus Data’s wilful misconduct or gross negligence;
   
   
2. Any claim by a third party, including any individual accused or convicted of a criminal offence, alleging that reliance on the Application or its output resulted in a wrongful conviction, investigation, or arrest.
   
   
3. 6.2 If Focus Data or its personnel are requested or required (by the Licensee, a court, regulator or law enforcement authority) to give evidence, provide witness statements, attend interviews, hearings or trials, produce documents or otherwise assist in legal or court proceedings relating to the use of the Application, the Licensee shall reimburse Focus Data for:
   
   

(a) all reasonable external legal, expert, notarisation, courier and translation fees and disbursements;

(b) travel, accommodation and subsistence at cost; and

(c) the time of Focus Data personnel spent on such assistance (including preparation, drafting witness statements, internal fact‑finding, travel and waiting time) charged at £100 per hour (or, if higher, Focus Data’s then‑current standard professional services rates), plus VAT.

Amounts are payable within [30] days of invoice.

7. Liability

7.1. Save in respect of claims for death or personal injury arising from Focus Data’s negligence, in no event will Focus Data be liable for any damages resulting from loss, corruption or destruction of data, loss of use, lost profits, loss of anticipated savings, loss of revenue, loss of goodwill, loss of reputation, loss of business, loss of contracts or any liability created as a result of inaccuracies within the originating data, or any liability caused by incorrect query files supplied by the Licensee or any other third party, any indirect, special or consequential loss or damage, nor for any damages that are an indirect or secondary consequence of any act or omission of Focus Data whether such damages were reasonably foreseeable or actually foreseen, or any act or omission of Focus Data acting in reliance on the data.

7.2. Notwithstanding Clause 7.1, Focus Data shall not be liable for any use of the Application or Working Copy outside of the intended forensic context; or for legal or evidential outcomes arising from reliance on survey results.

7.3. Focus Data’s total aggregate liability under or in connection with this Agreement shall not exceed the amount of fees paid or payable by the Licensee under the order giving rise to the claim for the twelve (12) months preceding the event giving rise to the claim. The foregoing limitation shall apply whether an action is in contract, tort, or otherwise and regardless of the theory of liability.

8. Data Protection

8.1. The Licensee and Focus Data each warrant that they shall comply with all applicable Data Protection Laws.

8.2. Focus Data:

• Acts as a data controller for the Master File and Application infrastructure;
• Hosts all personal data exclusively in the United Kingdom.
  
  

8.3. The Licensee shall:

• Ensure any personal data input into the Application has a lawful basis under UK GDPR;
• Not process special category or criminal offence data unless strictly necessary and lawful.
  
  

9. Intellectual Property

9.1. Focus Data and its licensors own and, except for the limited rights expressly granted to the Licensee under this Agreement, retain all right, title, and interest in and to the Application including the Master File format and validation processes, any modifications to the Application, and any other materials provided by Focus Data or its licensors under this Agreement, including all copies thereof and all modifications, derivative works, patches, revisions, and updates related thereto and intellectual property rights therein.

9.2 To the maximum extent permitted by law, the Licensee shall not, and shall not permit any third party to: (i) copy or republish the Application or Master File; (ii) make the Application available to any person other than Users; (iii) rent, lend, sell, sublicense, or use the Application to provide service bureau, time-sharing or other services to third parties; (iv) send or store viruses, spyware, ransomware, timebombs, Trojan horses, or other harmful or malicious code, or files to, or in connection with, the Application; (v) send or store infringing or otherwise unlawful material in connection with the Application; (vi) modify or create derivative works based upon the Application; (vii) remove, modify, or obscure any copyright, trademark, or other proprietary notices contained in the Application; (viii) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code used or embodied in the Application, which for the avoidance of doubt includes the related algorithms, methods, and techniques; (ix) access or use the Application to build a similar or competitive product; or (x) attempt to gain unauthorized access to or interfere with or disrupt the integrity or performance of the Application.

10. Term and Termination

10.1. This Agreement shall commence on the Effective Date and remain in effect unless terminated in accordance with this clause.

10.2. Either party may terminate for material breach if such breach is not remedied within 30 days of notice.

10.3. Focus Data may suspend or terminate this Agreement immediately if the Licensee misuses the Application, breaches data protection requirements, or attempts to pass off a Working Copy as a Master File.

11. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of England and Wales. The parties submit to the exclusive jurisdiction of the English courts.

12. General

12.1. Nothing in this Agreement shall be construed as legal advice, forensic certification, or guarantee of admissibility.

12.2. This Agreement constitutes the entire agreement and supersedes any prior arrangement or understanding.

12.3 This Agreement shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the parties other than the contractual relationship expressly provided for in this Agreement.

12.4 If any provision of this Agreement is prohibited by law or judged by a court to be unlawful void or unenforceable, the provision shall, to the extent required, be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement and shall not in any way affect any other circumstances of or the validity or enforcement of this Agreement.

12.5 No delay, neglect or forbearance on the part of either party in enforcing against the other party any term or condition of this Agreement shall either be or be deemed to be a waiver or in any way prejudice any right of that party under this Agreement. No right, power or remedy in this Agreement conferred upon or reserved for either party is exclusive of any other right, power or remedy available to that party.

12.6 This Agreement and all matters arising from it and any dispute resolutions referred to below shall be governed by and construed in accordance with the laws of England and Wales and the parties herby submit to the exclusive jurisdiction of the English courts.

13. Schedules

13.1. The Schedules form part of this Agreement and shall have the same force and effect as if set out in the main body of this Agreement.

13.2. The Licensee acknowledges and accepts the contents of:

• Schedule 1 (Technical Limitations);
• Schedule 2 (Data Categories and Data Protection Responsibilities).
  
  

13.3. In the event of any conflict, the clauses of the Agreement shall take precedence, except where the context requires otherwise.

Schedule 1 – Technical Limitations

(Part of the Forensic Software Licence and Service Agreement)

1. Overview

The Licensee acknowledges that the accuracy and forensic reliability of the results produced by the Application may be affected by various technical and environmental factors beyond Focus Data’s control. This Schedule sets out the principal limitations and disclaimers related to the use of the Application.

2. Environmental and Physical Factors

2.1 The performance and accuracy of the Application may be impacted by:

• Terrain (e.g. hills, valleys, open areas, urban canyons);
• Buildings and Infrastructure (e.g. signal attenuation or deflection caused by walls, tunnels, or metal structures);
• Weather Conditions (e.g. rain, fog, temperature inversions);
• Vegetation (e.g. trees, foliage density, seasonal variations);
• Radio Frequency Interference (from nearby electronics, transmitters, or military or industrial equipment);
• Network Configuration Variability, including:
• Temporary or seasonal cell sites;
• Overlapping coverage areas;
• Load-balancing behaviours or directional antenna changes;
• Technology handovers (e.g. 4G to 3G fallback).
  
  

3. Device-Related Limitations

3.1 Accuracy may also be affected by:

• Make, model, and age of the mobile device in question;
• Signal strength and transmission power of the handset;
• Orientation, movement, and positioning of the device during call or data activity;
• Roaming or dual SIM behaviour;
• Use of signal-boosting hardware or accessories;
• Temporary loss of service or failed handovers between cells.
  
  

4. Data Limitations

4.1 The Application may rely on historical network data (e.g. CDRs, cell ID mappings) that are:

• Subject to inaccuracies, omissions or outdated records from mobile network operators;
• Not guaranteed to reflect real-time or contemporaneous configuration of the network at the time of the call or data event;
• Incomplete, where a network operator has changed infrastructure post-incident or the relevant logs are unavailable.
  
  

5. Interpretation and Evidential Use

5.1 The Application is a tool designed to support analysis by trained forensic professionals. It does not automatically generate legally definitive conclusions about device location or user presence.

5.2 The Master File represents the most accurate and preserved version of the data collected through the Application and must be used in all legal and evidential contexts. The Working Copy is provided for operational convenience only and may not reflect the full integrity of the original data.

5.3 Focus Data does not warrant that the Application’s output will be accepted as admissible evidence in court or relied upon by law enforcement, legal practitioners, or judicial authorities without expert interpretation.

6. Ongoing Network Evolution

6.1 Due to the evolving nature of mobile network infrastructure, including 5G deployments, spectrum reallocation, and decommissioning of older technologies (e.g. 3G sunset), historical network behaviour cannot always be precisely replicated or verified at a later date.

6.2 The Application may not be compatible with all future forms of cellular, satellite, or hybrid networks, and Focus Data does not guarantee retrospective compatibility.

7. Disclaimer

Nothing in this Schedule is intended to limit or exclude any provision of the main Agreement, but instead sets out reasonable expectations concerning the technical context in which the Application operates.

Schedule 2 – Data Categories and Data Protection Responsibilities

(Part of the Forensic Software Licence and Service Agreement)

1. Purpose of Processing

This Schedule sets out the roles, responsibilities, and data protection obligations of Focus Data and the Licensee in relation to personal data processed via the Application for the purpose of conducting forensic radio surveys in connection with criminal investigations.

2. Roles of the Parties

Note: The parties act as independent controllers unless otherwise agreed in writing.

3. Categories of Personal Data

4. Special Category and Criminal Offence Data

The Application may process the following under UK GDPR:

Criminal offence data under Article 10 UK GDPR and Part 3 of the Data Protection Act 2018, including:

• Associations with crime scenes;
• Communications between co-suspects;
• Movement data interpreted in a forensic context.
  
  

The parties confirm that:

• Such data will be processed only where strictly necessary and with appropriate safeguards;
• Each party shall implement appropriate technical and organisational measures to protect such data.
  
  

5. Data Security and Storage

Focus Data shall host all personal data within the United Kingdom.

Focus Data shall maintain:

• Encryption of Master File data at rest and in transit;
• Access controls and audit logs;
• Secure authentication for system users;
• Separation of Working Copy data and evidential Master Files.
  
  

6. Retention and Deletion

Focus Data shall retain Master Files only for as long as necessary to provide the licensed services, comply with legal obligations (including any law enforcement or judicial order), resolve disputes, and enforce its agreements. Data will be securely deleted or anonymised when it is no longer needed.

The Licensee is responsible for the secure handling and deletion of any Working Copy data under its control.

7. Data Subject Rights

Focus Data shall respond to data subject rights requests (e.g. access, erasure) only in respect of data it controls, and may refer relevant requests to the Licensee where appropriate.

Each party is responsible for handling rights requests in relation to their own processing.

8. Data Breach Notification

Each party shall notify the other without undue delay if it becomes aware of a personal data breach relevant to this Agreement.

The parties shall cooperate to:

• Assess the nature and scope of the breach;
• Mitigate risks and fulfil legal reporting obligations;
• Inform affected data subjects where required.
  
  

9. Lawful Basis and Authority

The Licensee warrants that it has a valid lawful basis (e.g. legal obligation, public task) for processing personal data via the Application in connection with its investigations.

Focus Data warrants that its processing of the Master File is based on legitimate interests in the preservation of evidential records and forensic software service delivery.

10. Audit and Cooperation

Upon reasonable notice, either party may request details of the other’s data protection measures to confirm compliance with this Schedule.

The parties shall cooperate with each other and any relevant supervisory authority (e.g. ICO) in relation to this Agreement.