Pilot Agreement

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Pilot Agreement

***Note: This is a standard template; the final agreement will be tailored to the specific customer and agreed terms.***

# Customer Journey and Merchandising Analytics for [Customer]

Agreement Reference: [agreement ref no.]
Version: 1.0
Date:
Prepared by: Integrated Retail Sdn. Bhd.
Customer: [Customer]
PoC Site: One selected store
PoC Duration: Ninety (90) calendar days
Confidentiality Classification: Confidential

# DOCUMENT CONTROL

|Item|Details|
|--|--|
|Document Title|Proof of Concept Agreement – Customer Journey and Merchandising Analytics
|Customer||
|Service Provider|Integrated Retail Management Consulting Pte. Ltd.
|Version|1.0
|Effective Date||
|PoC Commencement Date||
|Planned Completion Date||
|Validity of Commercial Offer|Thirty (30) calendar days from proposal date

### Revision History

## 1. PARTIES AND AGREEMENT

This Proof of Concept Agreement, referred to as the “Agreement”, is entered into between:

**[Company Name]**, a company incorporated under the laws of [Country], with its registered office at [Insert Registered Address], referred to in this Agreement as the “Customer” or “XXX”;

and

**Integrated Retail Management Consulting Pte. Ltd.**, a company incorporated under the laws of Singapore, with its registered office at 26 Sin Ming Lane, Unit 04-114, Midview City, Singapore 573971, referred to in this Agreement as the “Service Provider” or “Integrated Retail”.

[Customer] and Integrated Retail may each be referred to as a “Party” and collectively as the “Parties”.

This Agreement establishes the commercial, operational, technical and governance framework under which Integrated Retail will conduct a limited Proof of Concept for an AI-powered Customer Journey and Merchandising Analytics solution at one selected store.

The PoC is intended to validate whether customer traffic, movement, dwell, merchandising engagement and operational analytics can generate sufficient business value to support [Customer]’s future investment decisions.

The PoC is an evaluation engagement and shall not be treated as a full production deployment, enterprise rollout commitment or guarantee of predetermined financial outcomes.

## 2. BACKGROUND AND BUSINESS CONTEXT

[Customer] currently obtains substantial operational information through systems such as retail point-of-sale records, inventory reports and store-management processes. These systems provide visibility into completed transactions but offer limited insight into customer behaviour before a purchase takes place.

The proposed PoC is intended to help [Customer] better understand:

1. The number of customers entering the selected store.

2. The times and periods during which customer traffic is highest.

3. The areas, product displays and promotional zones that attract the greatest attention.

4. The areas of the store that receive limited customer engagement.

5. The average time customers spend in the store and in selected merchandising zones.

6. The relationship between store traffic, customer engagement and retail transactions, where relevant POS data is made available.

7. Potential opportunities to improve merchandising, store layout, customer conversion, queue management and staff allocation.

Integrated Retail will deploy the agreed analytics capabilities, facilitate regular business reviews and jointly assess the commercial value of the findings with [Customer].

## 3. DEFINITIONS

For the purposes of this Agreement:

“**Acceptance**” means written confirmation that a deliverable or project milestone has met the applicable acceptance criteria.

“**Analytics Platform**” means the software, dashboard, AI analytics engine, reporting tools and related technology components provided or configured by Integrated Retail or its technology partners.

“**Baseline Period**” means the initial observation period during which customer traffic, engagement and operational metrics are collected before agreed improvement actions are introduced.

“**Business Day**” means any day other than a Saturday, Sunday or public holiday in the jurisdiction in which the relevant service is performed.

“**Change Request**” means a written request to modify the agreed scope, timeline, deliverables, site, analytics modules or commercial terms.

“**Customer Data**” means data belonging to [Customer] or generated from [Customer]’s premises, systems, store operations or business processes during the PoC.

“**Deliverable**” means any report, dashboard, configuration, analysis, workshop output, training material or assessment required under this Agreement.

“**Go-Live Date**” means the date on which the Analytics Platform begins collecting usable PoC data at the selected store.

“**Improvement Action**” means a business or operational change agreed by the Parties for evaluation during the PoC, such as repositioning a promotional display, modifying signage, changing staffing arrangements or improving queue processes.

“**PoC**” means the limited ninety-day Proof of Concept described in this Agreement.

“**PoC Site**” means one selected store agreed in writing by the Parties.

“**Success Criteria**” means the technical, operational, business and financial evaluation criteria set out in Section 10.

“**Loan Equipment**” Means the Centroid unit and any other equipment expressly identified as being provided temporarily by Integrated Retail or its technology partner for use during the PoC. Ownership of the Loan Equipment shall remain with Integrated Retail or the applicable technology partner at all times.

“**Installation Charges**” Means all approved charges relating to physical installation, cabling, mounting, electrical work, network configuration, on-site engineering labour, testing, travel, logistics, consumables and third-party deployment services.

“**Installation Acceptance**” Means written confirmation by both Parties that the agreed installation and commissioning activities have been completed and that the system is capable of commencing the active PoC evaluation.

“**PoC Start Date**”Means the date of Installation Acceptance. The ninety-day PoC evaluation period shall commence from this date and not from the Agreement signature date.

“**PoC Evaluation Period**” Means the ninety-calendar-day period commencing on the PoC Start Date.

## 4. PURPOSE AND OBJECTIVES

The primary purpose of the PoC is to determine whether the proposed analytics solution can provide [Customer] with customer-behaviour information that is reliable, actionable and commercially relevant.

The objectives of the PoC are as follows:

### 4.1 Technical Feasibility

To validate whether the selected site’s existing CCTV infrastructure, network environment and store layout can support the proposed analytics use cases.

Where existing CCTV coverage is unsuitable, Integrated Retail will identify the limitations and recommend additional or alternative camera coverage. Such additional hardware shall only be supplied following [Customer]’s written approval.

### 4.2 Customer Visibility

To provide [Customer] with measurable visibility into store entry traffic, hourly traffic trends, peak periods, dwell time and customer movement within the selected store.

### 4.3 Merchandising Effectiveness

To evaluate how customers engage with selected product displays, promotional zones and merchandising areas, and to identify high-performing and underperforming locations.

### 4.4 Operational Improvement

To identify opportunities to improve store operations, including queue management, cashier utilisation, staff planning and customer flow, subject to the availability of suitable camera coverage.

### 4.5 Business Value Assessment

To jointly quantify the potential value of identified improvement opportunities using actual PoC observations, [Customer]-provided business data and mutually agreed assumptions.

### 4.6 Rollout Decision Support

To provide [Customer] with a final recommendation on whether the solution should be:

- expanded to additional pilot locations;

- refined and retested;

- deployed in phases;

- or discontinued without further commitment.

## 5. SCOPE OF SERVICES

### 5.1 PoC Site

The PoC shall be performed at one selected store.

The Parties shall select a site that, as far as reasonably possible, has:

- sufficient customer traffic to support meaningful analysis;

- suitable existing CCTV coverage or permission to install additional equipment;

- stable internet and power availability;

- an appointed store manager or operational representative;

- access to relevant store information;

- and a business environment that is reasonably representative of [Customer]’s wider store estate.

### 5.2 Discovery and Business Assessment

Integrated Retail will conduct a discovery session with [Customer] stakeholders to confirm the business priorities, store operations, current reporting processes and intended PoC outcomes.

The discovery process will cover:

- store operating hours;

- key merchandising areas;

- active promotions;

- existing customer-flow challenges;

- current queue or cashier practices;

- available POS and transaction information;

- store staffing patterns;

- existing performance KPIs;

- and management expectations.

The output will be a confirmed PoC measurement framework and implementation plan.

### 5.3 Site Survey and Camera Assessment

Integrated Retail will conduct a site survey to assess:

- camera locations and viewing angles;

- video resolution and stream availability;

- store entrance coverage;

- merchandising-zone coverage;

- lighting conditions;

- network connectivity;

- mounting or installation requirements;

- privacy considerations;

- and potential blind spots.

Integrated Retail will document whether existing CCTV can support each proposed metric. Metrics requiring additional hardware or materially different camera coverage will be clearly identified before deployment.

### 5.4 Analytics Configuration

Subject to the site survey, Integrated Retail will configure the Analytics Platform to support the agreed use cases.

The core analytics scope is expected to include:

**Customer Traffic Analytics**

- visitor entry count;

- visitor exit count;

- hourly, daily and weekly traffic trends;

- peak-period identification;

- and traffic comparison by day and time.

**Customer Behaviour Analytics**

- average store dwell time;

- selected-zone dwell time;

- hot-zone and cold-zone analysis;

- and customer-path visualisation, where technically feasible.

**Merchandising Analytics**

- customer engagement with selected zones;

- engagement rate by merchandising zone;

- comparison of promotional areas;

- and ranking of high- and low-performing displays.

**Operational Analytics**

Where camera coverage supports the use case, operational analytics may include:

- queue length;

- queue waiting time;

- and customer abandonment indicators.

Operational analytics that cannot be supported by existing coverage will not be treated as a failed deliverable unless additional coverage was included in the approved scope.

### 5.5 Dashboard and Reporting

Integrated Retail will configure a business dashboard for authorised [Customer] users.

The dashboard will present agreed metrics such as:

- total visitors;

- traffic by hour;

- peak periods;

- average dwell time;

- zone engagement;

- hot and cold zones;

- queue indicators, where applicable;

- and weekly trends.

Dashboard configuration shall use standard capabilities of the Analytics Platform. Bespoke application development or extensive dashboard redesign is excluded unless approved through a Change Request.

### 5.6 Training and Knowledge Transfer

Integrated Retail will provide one initial user-training session for nominated [Customer] users.

The training will cover:

- dashboard navigation;

- KPI interpretation;

- report extraction;

- identification of meaningful trends;

- use of analytics during store review meetings;

- and limitations of the PoC data.

Reasonable follow-up guidance during the PoC is included.

### 5.7 Business Consulting and Review

Integrated Retail will facilitate structured business reviews throughout the PoC.

These reviews will assess:

- weekly performance trends;

- unusual data patterns;

- merchandising engagement;

- operational bottlenecks;

- improvement opportunities;

- agreed business interventions;

- and the results of those interventions.

The PoC shall not consist solely of passive data collection. The Parties will use the collected information to test practical operational or merchandising improvements where appropriate.

### 5.8 Final Business and ROI Assessment

At the end of the PoC, Integrated Retail will prepare a final assessment covering:

- technical performance;

- KPI findings;

- customer-behaviour observations;

- estimated financial value;

- key limitations;

- lessons learned;

- and recommended next steps.

### 5.9 Loan Hardware and Evaluation Licence

Integrated Retail shall provide *one Centroid unit on a loan basis* for use at the selected PoC Site throughout the agreed PoC Evaluation Period.

No purchase price shall be charged for the Loan Equipment during the PoC. Ownership of the Loan Equipment shall remain with Integrated Retail or its technology partner.

The standard software licence, agreed dashboards and approved standard AI analytics modules shall be provided without software-licence charges during the PoC Evaluation Period.

The complimentary hardware loan and software licence do not include physical installation, cabling, electrical work, camera mounting, additional CCTV equipment, on-site labour or other deployment-related costs.

Add another subsection:

### 5.10 Physical Deployment Services

Physical deployment services shall be performed only after [Customer] approves the relevant installation quotation.

Chargeable deployment services may include:

- Cat5e or Cat6 cabling;

- conduit and trunking;

- camera mounting or relocation;

- electrical works;

- PoE-switch installation;

- network configuration;

- rack or cabinet installation;

- Centroid installation;

- storage configuration;

- testing and commissioning;

- on-site engineering labour;

- travel and logistics.

These charges shall remain payable regardless of whether [Customer] proceeds with a subsequent enterprise rollout.

## 6. EXCLUSIONS

Unless expressly included through a signed Change Request, the following are excluded:

1. Full production deployment.

2. Deployment to more than one store.

3. Nationwide or regional rollout.

4. Integration with [Customer]’s POS, ERP, CRM, loyalty, payment, inventory or data-warehouse systems.

5. Development of custom APIs.

6. Bespoke AI-model development.

7. Facial recognition or biometric identification.

8. Identification of individual customers.

9. Custom mobile application development.

10. Major civil, electrical, cabling or construction work.

11. Replacement of [Customer]’s existing CCTV system.

12. Additional cameras, sensors, servers or network equipment not listed in the commercial schedule.

13. Twenty-four-hour on-site support.

14. Guaranteed increases in revenue, conversion or labour savings.

15. Legal, tax, accounting or regulatory advice.

## 7. DELIVERABLES

The deliverables should be separated into two categories.

### 7.1 Complimentary PoC Deliverables

Integrated Retail will provide:

- one Centroid unit on loan;

- standard software licence for ninety days;

- standard analytics configuration;

- standard dashboard configuration;

- remote commissioning support;

- one initial user-training session;

- reasonable remote technical support;

- weekly business reviews;

- joint ROI assessment;

- and final PoC findings and rollout recommendation.

### 7.2 Chargeable Deployment Deliverables

Subject to [Customer]’s approval of the installation quotation, the chargeable deployment scope may include:

- physical Centroid installation;

- cabling;

- mounting;

- electrical work;

- network setup;

- new CCTV installation;

- on-site testing;

- commissioning;

- and on-site engineering labour.

Integrated Retail will provide the following deliverables:

Weekly review outputs may be provided as meeting minutes, dashboard extracts, action logs or concise insight reports.

## 8. PROJECT METHODOLOGY AND TIMELINE

The active PoC Evaluation Period shall be ninety calendar days commencing from the PoC Start Date. The PoC Start Date shall be the date on which installation, configuration, commissioning and system acceptance have been successfully completed.

Activities completed before the PoC Start Date, including site assessment, cabling, installation, network preparation and system commissioning, shall be treated as the deployment phase and shall not reduce the ninety-day active evaluation period.

Delays caused by incomplete site readiness, unavailable access, delayed infrastructure, [Customer]-appointed contractors or other Customer dependencies shall postpone the PoC Start Date accordingly.

### 8.1 Phase 1 – Discovery and Baseline Design

**Planned Duration: Weeks 1–2**

During this phase, the Parties will confirm the site, business objectives, data requirements, technical feasibility and success criteria.

Activities will include:

- project kick-off;

- stakeholder alignment;

- site survey;

- camera validation;

- merchandising-zone selection;

- KPI definition;

- risk identification;

- and project-plan confirmation.

The principal outputs will be the Site Assessment Report, KPI Framework and agreed implementation plan.

### 8.2 Phase 2 – Deployment and Validation

**Planned Duration: Week 3**

Integrated Retail will configure the Analytics Platform, connect approved video feeds, establish analytics zones and validate data capture.

The system will be calibrated using sample observations. [Customer] will be invited to participate in validation activities and provide reasonable access to the site and staff.

The phase will conclude when the agreed core analytics are operational and dashboard access has been provided.

### 8.3 Phase 3 – Baseline Observation

**Planned Duration: Weeks 4–5**

The system will collect baseline data before major improvement actions are introduced.

The baseline period is intended to establish:

- normal customer traffic;

- dwell patterns;

- zone engagement;

- peak periods;

- queue patterns, where applicable;

- and the performance of selected merchandising areas.

[Customer] shall inform Integrated Retail of material promotions, closures, holidays, campaigns, renovations or operational disruptions that may affect the baseline.

### 8.4 Phase 4 – Business Optimisation and Intervention

**Planned Duration: Weeks 6–10**

The Parties will use weekly findings to agree selected improvement actions.

Examples may include:

- repositioning displays;

- improving directional signage;

- modifying promotional placement;

- adjusting cashier schedules;

- changing product-zone layouts;

- or testing alternative merchandising arrangements.

Where an improvement action is implemented, Integrated Retail will compare the relevant performance before and after the change, subject to sufficient data volume and comparable trading conditions.

### 8.5 Phase 5 – Executive Validation and Closure

**Planned Duration: Weeks 11–12**

Integrated Retail will consolidate the results, jointly review ROI assumptions and prepare the final executive assessment.

The final review will determine whether [Customer] should proceed, extend, refine or close the initiative.

### 8.6 Detailed Timeline

The timeline may be adjusted where dependencies, site access, hardware availability, data quality or operational conditions affect the planned schedule.

## 9. ROLES AND RESPONSIBILITIES

### 9.1 Integrated Retail Responsibilities

Integrated Retail shall:

1. Appoint a Project Manager as the primary contact.

2. Coordinate the PoC implementation and review schedule.

3. Conduct the agreed site survey.

4. Assess CCTV and technical feasibility.

5. Configure the Analytics Platform.

6. Calibrate the agreed analytics.

7. Provide dashboard access to authorised users.

8. Provide user training.

9. Monitor platform performance during the PoC.

10. Facilitate weekly business-review sessions.

11. Document material findings, decisions and actions.

12. Prepare the final PoC and ROI assessment.

13. Notify [Customer] of material risks or delays reasonably promptly.

14. Protect Customer Data in accordance with this Agreement.

15. Perform the services with reasonable skill, care and professional diligence.

### 9.2 [Customer] Responsibilities

[Customer] shall:

1. Appoint an Executive Sponsor and Project Owner.

2. Nominate a store-level representative.

3. Provide reasonable access to the PoC Site.

4. Provide access to agreed CCTV streams and related technical information.

5. Obtain necessary internal approvals for site access and data use.

6. Provide stable power, network and infrastructure where required.

7. Inform Integrated Retail of site restrictions or privacy requirements.

8. Attend scheduled project and business-review meetings.

9. Review deliverables and provide feedback within the agreed review period.

10. Provide relevant POS, transaction, staffing or operational data where required for ROI analysis.

11. Inform Integrated Retail of promotions, events, closures or changes that may influence the data.

12. Implement agreed business interventions where [Customer] wishes to test improvement opportunities.

13. Validate financial assumptions used in the ROI assessment.

14. Ensure [Customer] personnel do not intentionally interfere with, disable or misuse the PoC equipment or platform.

15. Approve and pay the applicable installation, cabling and labour quotation before deployment work begins.

16. Provide a safe, suitable and ready installation environment.

17. Safeguard the Loan Equipment against loss, theft, misuse, unauthorised relocation and damage.

18. Not modify, open, relocate, repair or permit third parties to interfere with the Loan Equipment without prior written approval.

19. Return the Loan Equipment within fourteen calendar days after completion or termination unless [Customer] purchases the equipment or enters into an agreed rollout arrangement.

### 9.3 Shared Responsibilities

The Parties shall jointly:

- agree the final KPI definitions;

- confirm the baseline period;

- validate business findings;

- assess improvement actions;

- review project risks;

- evaluate ROI;

- and decide the final PoC outcome.

## 10. KPI FRAMEWORK AND SUCCESS CRITERIA

The Parties acknowledge that a successful PoC requires both reliable analytics and meaningful business insight. Success shall therefore be evaluated across technical, operational, business, adoption and financial dimensions.

### 10.1 KPI Framework

### 10.2 Technical Success Criteria

Technical success will be achieved where:

1. The agreed core analytics operate at the PoC Site.

2. Visitor-count accuracy reaches at least 95% during mutually agreed sample-validation periods.

3. Dashboard availability reaches at least 99%, excluding approved maintenance, [Customer] network failures, power failures and force-majeure events.

4. Data completeness reaches at least 95% during the active evaluation period.

5. Authorised [Customer] users can access the agreed dashboard.

6. Material technical issues are documented and addressed within reasonable timeframes.

Where individual non-core analytics cannot be supported due to existing camera limitations, those analytics will not cause the entire PoC to fail, provided the limitations were documented and the core use cases remain operational.

### 10.3 Operational Success Criteria

Operational success will be achieved where the PoC enables [Customer] to obtain useful visibility that was not previously available through standard transaction reporting.

This should include a meaningful understanding of:

- daily and hourly customer traffic;

- peak trading periods;

- average dwell behaviour;

- high- and low-engagement zones;

- merchandising-area performance;

### 10.4 Business Success Criteria

Business success will be achieved where the Parties jointly identify at least five evidence-based business improvement opportunities.

Each opportunity should include, where reasonably possible:

- the observed issue or opportunity;

- supporting data;

- likely root cause;

- recommended action;

- responsible [Customer] owner;

- implementation effort;

- expected impact;

- and measurement approach.

At least two improvement actions should be tested during the PoC where [Customer] determines that they are operationally practical.

### 10.5 Adoption Success Criteria

Adoption success will be assessed based on whether nominated [Customer] stakeholders are able to use and interpret the dashboard.

Indicators may include:

- attendance at agreed training;

- participation in review meetings;

- use of dashboard outputs during discussions;

- implementation of agreed actions;

- and management feedback regarding usability and relevance.

### 10.6 Executive Success Criteria

Executive success will be achieved when the final assessment provides [Customer] with sufficient evidence to make an informed decision.

Executive success does not require [Customer] to approve a rollout. A decision not to proceed may still constitute a valid PoC outcome where the evaluation has produced reliable evidence.

### 10.7 Financial Success Criteria

The PoC does not guarantee a predetermined ROI.

Financial success will be achieved where the Parties complete and jointly review a credible business-value model using:

- observed traffic and engagement data;

- [Customer]-provided sales or cost information;

- agreed assumptions;

- potential improvement scenarios;

- estimated implementation costs;

- and expected payback periods.

## 11. JOINT ROI ASSESSMENT

### 11.1 Purpose

The purpose of the ROI assessment is to estimate the financial value of deploying customer-journey analytics beyond the PoC Site.

The ROI model will be jointly developed and shall not be based solely on generic market assumptions.

### 11.2 ROI Review Schedule

The Parties will conduct the following ROI reviews:

## 12. GOVERNANCE AND REVIEW STRUCTURE

### 12.1 Executive Sponsor

Each Party shall appoint an Executive Sponsor.

The Executive Sponsors will provide strategic direction, resolve escalated matters and participate in key executive reviews.

### 12.2 Project Managers

Each Party shall appoint a Project Manager responsible for day-to-day coordination.

Integrated Retail’s Project Manager will maintain:

- the project schedule;

- action log;

- meeting schedule;

- and deliverable status.

### 12.3 Weekly Business Review

A weekly review will normally include:

1. KPI trends.

2. Merchandising findings.

3. Agreed actions.

4. Responsibilities and due dates.

### 12.4 Mid-PoC Review

A formal mid-PoC review will be conducted around Week 7.

The review will determine whether:

- data quality is sufficient;

- the selected KPIs remain relevant;

- improvement actions should be adjusted;

- additional information is required;

- or the project requires remediation.

### 12.5 Executive Close-Out

The final executive review will present:

- achieved and unmet success criteria;

- key business findings;

- tested interventions;

- ROI scenarios;

- implementation considerations;

- risks;

- and the recommended decision.

### 12.6 Escalation

Issues should initially be addressed by the Project Managers.

Where unresolved within a reasonable period, the issue shall be escalated to the Executive Sponsors.

Urgent issues involving security, privacy, major service interruption or material commercial impact may be escalated immediately.

## 13. ACCEPTANCE PROCEDURE

### 13.1 Deliverable Review

[Customer] shall review each material deliverable within five Business Days of receipt.

[Customer] shall either:

- accept the deliverable;

- provide reasonable written comments;

- or identify specific non-conformities against the agreed scope.

### 13.2 Deemed Acceptance

A deliverable may be treated as accepted where:

- [Customer] confirms acceptance in writing;

- [Customer] uses the deliverable for its intended purpose without objection;

- or [Customer] does not provide written comments within five Business Days.

### 13.3 Rework

Where [Customer] identifies a valid non-conformity, Integrated Retail will use reasonable efforts to correct it.

Requests that introduce new requirements or expand the scope shall be handled through the Change Request process.

### 13.4 Go-Live Acceptance

Go-live acceptance will occur when:

- the agreed core analytics are operational;

- dashboard access has been provided;

- initial calibration has been completed;

- and no critical defect prevents baseline data collection.

### 13.5 Installation and PoC Commencement Acceptance

Following installation and commissioning, the Parties shall complete an Installation and System Acceptance Form.

The form shall confirm:

- that the Centroid unit has been installed;

- that approved camera feeds are connected;

- that dashboard access has been provided;

- that the agreed standard analytics are operational;

- that no critical defect prevents evaluation;

- and the confirmed PoC Start Date.

The ninety-day PoC Evaluation Period shall begin only after this acceptance has been signed or otherwise confirmed in writing by both Parties.

## 14. COMMERCIAL TERMS

### 14.1 Complimentary PoC Components

Integrated Retail shall provide the following without hardware purchase or software-licence charges during the PoC Evaluation Period:

- one Centroid unit on loan;

- standard software licence;

- standard dashboards;

- approved standard AI analytics modules;

- remote configuration;

- remote commissioning assistance;

- initial user training;

- reasonable remote technical support;

- weekly business review sessions;

- and the final joint ROI assessment.

The complimentary arrangement applies only to the agreed PoC Site and PoC Evaluation Period.

### 14.2 Chargeable Installation and Deployment

[Customer] shall pay all approved charges relating to:

- physical installation;

- cabling;

- conduit and trunking;

- mounting;

- electrical work;

- network configuration;

- on-site engineering labour;

- testing and commissioning;

- travel and logistics;

- additional CCTV cameras;

- PoE switches;

- storage;

- racks;

- and any other required site infrastructure.

Integrated Retail shall provide a separate installation quotation following the site survey.

No installation work shall commence until [Customer] has approved the quotation and issued the relevant purchase order or written authorisation.

### 14.3 Installation Payment Schedule

Unless otherwise agreed in the approved quotation:

|Milestone|Payment
|--|--|
|Upon approval and scheduling of installation work|50%
|Upon completion of installation and commissioning|50%

Invoices shall be payable within thirty calendar days unless otherwise specified.

### 14.4 Non-Refundable Deployment Costs

All properly incurred installation, cabling, labour, materials, logistics, travel and third-party costs are non-refundable once committed or completed.

These charges remain payable regardless of whether:

- the PoC meets all anticipated business outcomes;

- [Customer] proceeds with a rollout;

- the business case is approved;

- or the PoC is concluded without further deployment.

### 14.5 Additional CCTV and Equipment

Where the site survey identifies blind spots or unsuitable existing CCTV coverage, Integrated Retail may recommend additional equipment.

Such equipment may include:

- IP CCTV cameras;

- lenses;

- brackets;

- switches;

- network equipment;

- storage;

- power supplies;

- racks;

- and related accessories.

No additional hardware will be supplied without [Customer]’s prior written approval.

### 14.6 Use of [Customer]-Appointed Contractors

[Customer] may appoint its own qualified CCTV, electrical or cabling contractor.

Integrated Retail will provide reasonable technical instructions and remote guidance.

Integrated Retail shall not be responsible for delays, defects, safety issues or system-performance problems caused by work performed incorrectly by [Customer]-appointed contractors.

Any remedial work required from Integrated Retail may be separately chargeable.

### 14.7 Loan Equipment

The Loan Equipment shall remain the property of Integrated Retail or its technology partner.

[Customer] shall keep the Loan Equipment secure and use it only for the approved PoC.

[Customer] shall not sell, pledge, transfer, relocate, open, modify or permit unauthorised access to the Loan Equipment.

### 14.8 Loss or Damage

[Customer] shall be responsible for reasonable repair or replacement costs where the Loan Equipment is:

- lost;

- stolen;

- deliberately damaged;

- damaged by misuse;

- damaged by unauthorised modification;

- damaged due to unsuitable power, environmental or installation conditions;

- or not returned after the required return period.

Normal wear and tear shall not be chargeable.

### 14.9 Post-PoC Options

At the end of the PoC, [Customer] may:

- purchase the Loan Equipment;

- subscribe to the applicable software and support plan;

- include the equipment in a rollout agreement;

- request a separately approved extension;

- or return the Loan Equipment.

Post-PoC pricing shall be separately quoted.

### 14.10 Software Expiry

The complimentary software licence shall expire at the end of the PoC Evaluation Period unless the Parties agree in writing to an extension, purchase, subscription or rollout.

Integrated Retail may disable dashboard and analytics access following licence expiry after allowing a reasonable period for agreed data export.

### 14.11 Taxes

Installation, labour, optional equipment, travel and other chargeable services are exclusive of applicable taxes unless expressly stated otherwise.

## 15. CHANGE CONTROL

Either Party may propose a change to the project.

A Change Request shall describe:

- the proposed change;

- the reason for the change;

- impact on scope;

- impact on timeline;

- impact on deliverables;

- technical implications;

- and additional fees, if applicable.

No change shall be binding unless approved in writing by authorised representatives of both Parties.

Integrated Retail is not required to begin changed or additional work before the Change Request is approved.

Minor clarifications that do not materially affect effort, cost or timeline may be agreed through documented meeting minutes.

## 16. RISKS, ASSUMPTIONS AND DEPENDENCIES

### 16.1 Key Assumptions

The agreement assumes that:

1. The PoC Site is available as scheduled.

2. [Customer] has authority to provide access to the required CCTV feeds.

3. Existing infrastructure is reasonably stable.

4. [Customer] provides timely decisions and feedback.

5. Store operations remain sufficiently consistent for comparison.

6. [Customer] discloses significant promotions, closures and operational changes.

7. Required users attend agreed workshops.

8. POS and financial data needed for ROI analysis is accurate and timely.

### 16.2 Dependencies

The project depends on:

- site access;

- camera-feed access;

- network and power availability;

- stakeholder participation;

- timely hardware procurement, where required;

- data availability;

- and [Customer]’s ability to implement agreed business interventions.

### 16.3 Risk Register

Integrated Retail will maintain a project risk register.

Material risks may include:

- unsuitable camera angles;

- insufficient lighting;

- unreliable video streams;

- limited data volume;

- seasonal distortion;

- promotion-related anomalies;

- site renovation;

- stakeholder unavailability;

- and delayed access.

- damage to the loan unit;

- delayed installation;

- unsuitable existing cameras;

- insufficient network bandwidth;

- third-party contractor quality;

- and delayed purchase-order approval.

Risks will be reviewed during project meetings.

## 17. NON-ACHIEVEMENT, POC FAILURE AND REMEDIATION

### 17.1 Evaluation Principle

The PoC shall not be assessed solely as a binary pass or fail.

The final outcome shall be classified as one of the following:

### Outcome A – Successful Validation

The agreed technical and business criteria are substantially achieved, and sufficient value has been demonstrated to support a rollout or expanded pilot.

### Outcome B – Partial or Inconclusive Validation

Some criteria are achieved, but additional observation, technical correction or scope refinement is required.

### Outcome C – Unsuccessful Validation

The agreed core analytics cannot operate reliably, or the solution does not demonstrate sufficient relevance or business value for [Customer]’s requirements.

### 17.2 Root-Cause Assessment

Where material success criteria are not achieved, the Parties will conduct a joint root-cause review.

The review will classify the cause as:

- Service Provider technical issue;

- [Customer] infrastructure or dependency issue;

- operational constraint;

- insufficient data;

- unsuitable site;

- business hypothesis not supported;

- external event;

- or a combination of factors.

### 17.3 Service Provider Remediation

Where non-achievement is primarily caused by a correctable technical issue within Integrated Retail’s reasonable control, Integrated Retail will propose a remediation plan.

The remediation may include:

- recalibration;

- analytics-zone adjustment;

- configuration correction;

- dashboard correction;

- or a no-charge extension of up to thirty calendar days.

The no-charge extension shall exclude new hardware, third-party charges, new scope and additional on-site work not caused by Integrated Retail.

### 17.4 [Customer] Dependency Delay

Where non-achievement or delay results from unavailable site access, CCTV restrictions, network failure, delayed [Customer] data, stakeholder unavailability or other [Customer] dependencies, the Parties shall agree a revised timeline.

Additional effort or cost may be handled through a Change Request.

### 17.5 Business Hypothesis Not Proven

Where the technology operates as agreed but the expected business improvement is not demonstrated, the PoC may be closed without further rollout.

The Parties acknowledge that disproving a business hypothesis may still be a valid outcome because it prevents unsupported investment.

Fees paid for properly completed PoC services shall remain payable and non-refundable.

### 17.6 PoC Extension

The Parties may agree to extend the PoC by up to thirty calendar days where additional data is reasonably required.

The extension agreement shall state:

- the reason;

- revised success criteria;

- revised schedule;

- responsibilities;

- and any additional fees.

### 17.7 Scope Refinement

The Parties may agree to narrow the evaluation to the use cases that demonstrated the strongest value.

This may include focusing on visitor analytics, merchandising engagement or queue performance instead of continuing with all original modules.

### 17.8 Formal Closure

Where the Parties determine that the solution should not proceed, Integrated Retail will provide:

- available final findings;

- identified limitations;

- lessons learned;

- data or report exports included in the scope;

- and a project-closure record.

Neither Party shall be obligated to enter into a production agreement.

### 17.9 Commercial Treatment if the PoC Does Not Proceed

Where the PoC does not result in an enterprise rollout:

- no Centroid hardware purchase fee or PoC software-licence fee shall be charged for the agreed evaluation period;

- the Loan Equipment shall be returned;

- all completed or committed installation, cabling, labour, travel, logistics, additional hardware and third-party charges shall remain payable;

- installation and deployment charges shall not be refunded;

- and neither Party shall be obligated to proceed with further deployment.

### 17.10 Failure Caused by Physical Installation

Where a technical issue arises from defective cabling, unsuitable mounting, incomplete electrical work or work performed by a [Customer]-appointed contractor, remediation shall not automatically be provided at no charge.

Integrated Retail may assess and quote for corrective work.

## 18. SUPPORT AND SERVICE CONDITIONS

Integrated Retail will provide reasonable remote implementation, configuration, training and technical support during normal business hours throughout the PoC at no additional support charge.

On-site engineering attendance is not included unless expressly stated in the approved installation quotation.

Additional on-site visits required due to customer-requested changes, unavailable access, third-party installation defects, [Customer] infrastructure failures or issues outside Integrated Retail’s control shall be separately chargeable.

Support will cover:

- platform-access issues;

- analytics configuration issues;

- dashboard errors;

- and clarification of reported metrics.

Support does not include:

- support for [Customer]’s own CCTV or network infrastructure;

- third-party hardware replacement;

- on-site attendance outside the agreed scope;

- or support for systems not provided by Integrated Retail.

Planned maintenance will be communicated where reasonably possible.

## 19. DATA, PRIVACY AND SECURITY

### 19.1 Customer Data Ownership

[Customer] retains ownership of Customer Data generated from [Customer]’s premises and operations.

### 19.2 Permitted Use

Integrated Retail may access and process Customer Data only to:

- deliver the PoC;

- configure and improve the agreed analytics;

- investigate technical issues;

- generate reports;

- and fulfil its obligations under this Agreement.

### 19.3 Privacy by Design

The PoC is intended to analyse customer movement and behaviour without identifying individual customers.

Facial recognition, biometric identification and customer profiling by identity are excluded unless separately agreed and lawfully approved.

### 19.4 Data Access

Access to the dashboard and project data shall be restricted to authorised personnel.

Each Party shall use reasonable measures to protect login credentials and prevent unauthorised access.

### 19.5 Data Retention and Deletion

At the end of the PoC, data retention shall follow the agreed platform settings and applicable contractual or legal requirements.

Upon written request, Integrated Retail will explain the available data-export and deletion process, subject to technical limitations, backup cycles and legal obligations.

### 19.6 Compliance

Each Party shall comply with applicable data-protection, privacy, security and CCTV laws relevant to its obligations.

[Customer] is responsible for ensuring that it has the legal authority, notices and permissions required to operate CCTV and permit the agreed analytics at the PoC Site.

## 20. CONFIDENTIALITY

Each Party may receive confidential information belonging to the other Party.

Confidential information includes:

- commercial terms;

- business plans;

- technical designs;

- customer data;

- store-performance information;

- analytics findings;

- software information;

- project documentation;

- and non-public operational information.

The receiving Party shall:

1. use confidential information only for the purposes of this Agreement;

2. restrict access to personnel who need the information;

3. protect the information using reasonable care;

4. not disclose it to third parties except approved subcontractors or professional advisers under equivalent confidentiality obligations;

5. and promptly notify the other Party of a known unauthorised disclosure.

Confidentiality obligations shall not apply to information that:

- is publicly available without breach;

- was lawfully known before disclosure;

- is received lawfully from a third party;

- is independently developed;

- or must be disclosed by law.

Where legally permitted, the receiving Party shall give advance notice of a required disclosure.

The confidentiality obligations shall continue for three years after completion or termination, except for trade secrets and personal data, which shall remain protected for as long as required by law or their confidential nature.

## 21. INTELLECTUAL PROPERTY

### 21.1 Pre-Existing Intellectual Property

Each Party retains ownership of intellectual property owned or developed before this Agreement.

### 21.2 Integrated Retail Intellectual Property

Integrated Retail and its technology partners retain ownership of:

- the Analytics Platform;

- software;

- algorithms;

- AI models;

- dashboard frameworks;

- configuration methods;

- templates;

- methodologies;

- documentation;

- and general know-how.

### 21.3 Customer Materials

[Customer] retains ownership of its:

- data;

- trademarks;

- store layouts;

- internal documents;

- operating procedures;

- and business information.

### 21.4 PoC Deliverables

Subject to payment of all applicable fees, [Customer] may use the reports and final assessments produced specifically for [Customer] for its internal business purposes.

[Customer] does not acquire ownership of the underlying platform, software, methodologies or reusable templates.

### 21.5 Feedback

Integrated Retail may use general feedback and non-identifying learning to improve its services, provided that [Customer]’s confidential information and Customer Data are not disclosed.

### 21.6 Temporary Evaluation Licence

[Customer] is granted a limited, non-exclusive, non-transferable and revocable right to use the Analytics Platform solely for the PoC Site during the PoC Evaluation Period.

The evaluation licence does not grant [Customer] any perpetual software rights.

Upon expiry or termination, [Customer] shall cease using the software unless a separate licence, subscription or rollout agreement has been executed.

## 22. WARRANTIES AND DISCLAIMERS

Integrated Retail warrants that it will perform the services with reasonable skill and care.

Integrated Retail does not warrant that:

- every existing CCTV camera will be suitable;

- all analytics modules will be feasible without additional hardware;

- the PoC will produce a specific financial return;

- data will be completely free from error;

- or [Customer] will approve a rollout.

Analytics results are estimates based on camera coverage, environmental conditions, configuration and data quality.

[Customer] remains responsible for business decisions made using the PoC findings.

Except as expressly stated, all other warranties are excluded to the extent permitted by law.

## 23. LIMITATION OF LIABILITY

To the extent permitted by law:

1. Neither Party shall be liable for indirect, incidental, special or consequential loss, including loss of profit, loss of opportunity or loss of anticipated savings.

2. Integrated Retail’s aggregate liability arising from the PoC shall not exceed the total professional-services fees paid or payable under this Agreement.

3. The liability cap shall not apply to fraud, wilful misconduct or liabilities that cannot lawfully be limited.

4. [Customer] shall maintain reasonable business continuity and security controls for its own infrastructure.

5. Integrated Retail shall not be responsible for losses caused by [Customer] systems, third-party systems, network outages, power failures, unauthorised changes or inaccurate Customer Data.

## 24. SUSPENSION AND TERMINATION

### 24.1 Termination for Material Breach

Either Party may terminate this Agreement where the other Party materially breaches the Agreement and fails to remedy the breach within fourteen calendar days after receiving written notice.

### 24.2 Termination for Convenience

Either Party may terminate the PoC for convenience by providing thirty calendar days’ written notice.

Where [Customer] terminates for convenience, [Customer] shall pay for:

- completed services;

- work in progress;

- committed software or licence costs;

- ordered hardware;

- and non-cancellable third-party charges.

### 24.3 Suspension

Integrated Retail may suspend affected services where:

- undisputed payments remain overdue;

- site conditions create a safety or legal risk;

- [Customer] access is withdrawn;

- or continued delivery would breach applicable law.

Integrated Retail shall provide notice where reasonably possible.

### 24.4 Effect of Termination

Upon termination:

- each Party shall return or protect confidential information;

- outstanding undisputed fees become payable;

- Integrated Retail shall provide completed deliverables for which payment has been made;

- and the Parties shall cooperate on orderly project closure.

Clauses relating to payment, confidentiality, intellectual property, liability and dispute resolution shall survive termination.

### 24.5 Return of Loan Equipment

Upon completion or termination, [Customer] shall make the Loan Equipment available for collection or return it according to Integrated Retail’s instructions within fourteen calendar days.

[Customer] shall provide reasonable site access for removal.

### 24.6 Outstanding Deployment Charges

Termination shall not release [Customer] from paying:

- completed installation work;

- committed labour;

- materials already supplied;

- approved third-party charges;

- optional hardware already ordered;

- travel already incurred;

- and costs required to remove or recover the Loan Equipment where applicable.

### 24.7 Software Deactivation

Integrated Retail may deactivate the complimentary software licence following termination or expiry after providing [Customer] a reasonable opportunity to export agreed reports.

## 25. FORCE MAJEURE

Neither Party shall be liable for delay or failure caused by events beyond its reasonable control, including natural disasters, epidemics, government action, civil disturbance, utility failure, telecommunications failure, fire, flood or other comparable events.

The affected Party shall notify the other Party and use reasonable efforts to reduce the impact.

If a force-majeure event continues for more than thirty days and materially prevents the PoC, the Parties shall discuss extension, suspension or closure.

## 26. PUBLICITY AND REFERENCES

Neither Party shall issue a public announcement, press release, case study or public customer reference concerning the PoC without the other Party’s prior written approval.

The Parties may privately state that they are working together where necessary for internal governance, approved subcontractors or professional advisers.

## 27. SUBCONTRACTORS AND TECHNOLOGY PARTNERS

Integrated Retail may use approved technology partners or subcontractors to provide parts of the Analytics Platform or implementation services.

Integrated Retail shall remain responsible for managing its subcontractors in relation to the agreed scope.

Subcontractors shall be subject to appropriate confidentiality and data-protection obligations.

## 28. GENERAL TERMS

### 28.1 Independent Contractors

The Parties are independent contractors.

Nothing in this Agreement creates a partnership, joint venture, employment or agency relationship.

### 28.2 Assignment

Neither Party may assign this Agreement without the other Party’s written consent, except as part of a corporate restructuring, merger or transfer to an affiliated entity capable of performing the obligations.

### 28.3 Notices

Formal notices shall be sent to the authorised representatives listed below or to another address notified in writing.

### 28.4 Entire Agreement

This Agreement, together with its appendices and approved Change Requests, forms the complete agreement concerning the PoC.

### 28.5 Order of Precedence

In the event of conflict, the order of precedence shall be:

1. signed Change Request;

2. this Agreement;

3. commercial schedule;

4. approved project plan;

5. proposal or supporting document.

### 28.6 Waiver

Failure to enforce a right does not waive that right.

### 28.7 Severability

If any provision is held invalid, the remaining provisions shall continue in effect.

### 28.8 Electronic Signatures

The Agreement may be executed electronically and in counterparts.

## 29. FINAL POC DECISION

Following the Executive Close-Out Workshop, the Parties shall record one of the following decisions:

A decision to proceed shall require a separate commercial agreement or purchase order.

This PoC Agreement does not create an automatic commitment to an enterprise rollout.

## 30. SIGNATURES

By signing below, the Parties confirm that they have read, understood and agreed to the terms of this Proof of Concept Agreement.

### For [Customer]

**Name**: ______________________________

**Title**: _______________________________

**Signature**: ___________________________

**Date**: ________________________________

### For Integrated Retail Management Consulting Pte. Ltd.

**Name**: ______________________________

**Title**: _______________________________

**Signature**: ___________________________

**Date**: ________________________________

# APPENDIX A – FINAL ACCEPTANCE AND OUTCOME FORM

Project: [Customer name] Customer Journey and Merchandising Analytics PoC
PoC Site: _______________________
Go-Live Date: ___________________
Completion Date: ________________

## Success Assessment

|Dimension|Achieved|Partially Achieved|Not Achieved|Comments
|--|--|--|--|--|
|Technical Validation|☐|☐|☐|
|Operational Visibility|☐|☐|☐|
|Business Recommendations|☐|☐|☐|
|User Adoption|☐|☐|☐|
|ROI Assessment|☐|☐|☐|

## Final Decision

☐ Proceed to phased rollout
☐ Expand to additional pilot stores
☐ Extend current PoC
☐ Refine scope and retest
☐ Close without further deployment

**[Customer] Representative**

Name: ______________________________

Signature: ___________________________

Date: ________________________________

**Integrated Retail Representative**

Name: ______________________________

Signature: ___________________________

Date: ________________________________

# Appendix B – Commercial Summary