General Terms and Conditions

SECTION A - PRELIMINARIES

1. Interpretation

1.1. The following definitions and rules of interpretation apply in this Agreement.

1.2. In the case of conflict or ambiguity between the provisions of this Agreement and the applicable Order, the terms of this Agreement shall otherwise take precedence.

1.3. Unless the context otherwise expressly requires, references to:

• 1.3.1. "including" or "includes" shall be deemed to have the words "without limitation" inserted after them;
• 1.3.2. “writing” or “written” includes e-mail;
• 1.3.3. references to any applicable laws and to terms defined in such applicable laws shall be replaced with or incorporate (as the case may be) references to any applicable laws replacing, amending, extending, re-enacting or consolidating such applicable laws (and the equivalent terms defined in such applicable laws), once in force and applicable; and a reference to a law includes all subordinate legislation made under that law; and
• 1.3.4. Clause and Schedule headings do not affect the interpretation of this Agreement.

SECTION B - TERMS AND CONDITIONS

2. Terms and Conditions

2.1. The provision of Services and Sense Devices shall be subject to the terms and conditions set out in this Agreement.

2.2. These terms and conditions shall be effective, incorporated into and form part of this Agreement on the earlier of:

• 2.2.1. the Customer submitting an Online Order and Sense confirming that order (including by email, by activating the Service, enabling access to the Sense Platform or delivering any Sense Devices);
• 2.2.2. the Customer signing (including by electronic signature) an Order Form; or
• 2.2.3. the Customer’s first use of the Services or any Sense Devices, (the "Commencement Date").

2.3. No terms or conditions endorsed upon, delivered with or contained in the Customer's acknowledgement or acceptance of this Agreement or similar document shall form part of this Agreement and the Customer waives any right which it otherwise might have to rely on such terms and conditions.

2.4. The Customer is responsible for ensuring that any individual who signs an Order Form or submits an Online Order on its behalf has authority to bind the Customer. Sense is entitled to rely on any Order which reasonably appears to have been authorised by the Customer.

SECTION C - SERVICES

3. The Services

3.1. Sense shall, during the Term, perform the Services in accordance with the terms of this Agreement.

3.2. Sense shall use commercially reasonable endeavours to make sure the Services are available in accordance with the Service Level Agreement.

3.3. The Services provided under this Agreement are provided “as is” without any representation or warranty of any kind, including without limitation, any warranty of non-infringement or fitness for a particular purpose. All statutory or implied warranties and conditions are excluded to the fullest extent possible.

3.4. The Sense Platform may contain hyperlinks or references to third party websites other than the Sense Platform. Any such hyperlinks or references are provided for the Customer’s convenience only. Sense has no control over third party websites and accepts no legal responsibility for any content, material or information contained in them. The display of any hyperlink and reference to any third party website does not mean that Sense endorses that third party's website, products or services. The Customer’s use of a third party site may be governed by the terms and conditions of that third party site.

3.5. The Safety Features are designed to assist the Customer in managing its own health and safety, fire safety and emergency response processes by providing tools such as real-time location information, check-in functionality and SOS alerting. They do not replace the need for the Customer to implement and operate its own appropriate policies, procedures and emergency response arrangements.

3.6. Sense does not provide monitoring, dispatch, emergency response or manned alarm-receiving services. The Safety Features are not life-critical or fault-tolerant and are not intended for use where a failure, error or delay could reasonably be expected to result in death or personal injury without the Customer having adequate alternative safeguards in place.

3.7. The availability and performance of the Safety Features may be affected by factors outside Sense’s reasonable control, including without limitation the operation of public and third-party networks and devices, radio frequency interference, building layout and materials, and the Customer’s configuration. Sense does not warrant that any alert, notification, location data or other output will be received, read or acted upon by any particular individual within any particular timeframe.

4. User and Sense Device subscriptions

4.1. Subject to payment in full of the Charges and continued compliance by the Customer and the End Users with the terms of this Agreement, Sense hereby grants entitlement for the Customer and the End Users to access and use the Sense Platform, the Sense Devices and the Services solely for the Customer's and End User’s internal business purposes for the Term.

4.2. The Customer shall be liable for all acts and omissions of any End Users.

4.3. In relation to the End Users, the Customer undertakes that:

• 4.3.1. the maximum number of End Users that it authorises to access and use the Services, the Sense Platform, and the Sense Devices shall not exceed the number of End User subscriptions it has purchased from time to time;
• 4.3.2. each End User shall keep a secure and confidential password for their use of the Services and Sense Platform; and
• 4.3.3. it shall maintain a written, up to date list of current End Users and provide such list to Sense within 5 days of Sense’s written request at any time.

4.4. The Customer shall not, and procures that End Users shall not:

• 4.4.1. store, distribute or transmit any virus, or any material through the Sense Platform or Sense Devices that is racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; or promotes unlawful violence, discrimination based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activities;
• 4.4.2. attempt to copy, duplicate, modify, create derivative works from or distribute all or any portion of the Sense Platform, the Sense Devices or Services except to the extent expressly set out in this Agreement or as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties;
• 4.4.3. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Sense Platform or the Sense Devices, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties;
• 4.4.4. circumvent any of the technical limitations of the Sense Platform or the Sense Devices, or decompile or otherwise reconstruct the Sense Platform or the Sense Devices;
• 4.4.5. use the Sense Platform or the Sense Devices in a way that could damage, disable, overburden, impair or compromise the Services, the Sense Platform, or the Sense Devices;
• 4.4.6. collect or harvest any information or data from the Sense Platform, the Sense Devices or Services or attempt to decipher any transmissions to or from the Sense Platform or the Sense Devices;
• 4.4.7. access all or any part of the Sense Platform or the Sense Devices in order to build a product or service which competes with the Sense Platform or the Sense Devices; or
• 4.4.8. use the Sense Platform, the Sense Devices or Services to provide services to third parties or allow third parties to use the Services.

4.5. The Customer shall use reasonable endeavours to prevent any unauthorised access to, or use of, the Sense Platform or the Sense Devices and notify Sense promptly of any such unauthorised access or use.

4.6. Subject to the terms of this Agreement and unless expressly stated otherwise, the Customer hereby grants to Sense a royalty free and non-exclusive, licence (including the right to sub-licence) during the Term to use the Customer Materials for the purpose of carrying out its obligations under this Agreement.

SECTION D - SENSE DEVICES

5. Sense Devices

5.1. Where the Customer is purchasing Sense Devices, as specified in an Order, the clauses in this Section D shall apply.

6. Initial Delivery of Sense Devices

6.1. Sense shall use reasonable commercial endeavours to ensure that the Sense Devices are tested and shipped in good working order.

6.2. Sense shall use all reasonable endeavours to effect Delivery of the Sense Devices to the Delivery Location(s) by the Delivery Date.

6.3. The Customer shall ensure a duly authorised representative of the Customer is present at the Delivery of the Sense Devices to accept Delivery. Acceptance of Delivery by such representative shall constitute conclusive evidence that the Customer has examined the Sense Devices and has found them to be in good working order.

6.4. If the Customer fails to accept delivery of the Sense Devices on the Delivery Date, then, except where such failure is caused by Sense’s failure to comply with its obligations under this Agreement:

• 6.4.1. the Sense Devices shall be deemed to have been delivered at 9.00am on the Delivery Date; and
• 6.4.2. Sense shall store the Sense Devices until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).

6.5. The Sense Devices shall at all times remain the property of Sense, and the Customer or the End User shall have no right, title or interest in or to the Sense Devices (save the right to possession and use of the Sense Devices subject to the terms and conditions of this Agreement).

6.6. The risk of loss, theft, damage or destruction of the Sense Devices shall pass to the Customer on Delivery. The Sense Devices shall remain at the sole risk of the Customer during the Term until such time as the Sense Devices have been redelivered to Sense on termination or expiry of this Agreement (“Risk Period”).

6.7. During the Risk Period, the Customer and End User shall maintain the Sense Devices in satisfactory condition and keep them insured on Sense’s behalf for their full price against all risks.

6.8. The Customer acknowledges that Delivery Dates are approximate only, and time for delivery is not of the essence.

7. Customer’s and End User’s Obligations in relation to Sense Devices

7.1. In relation to the Sense Devices, the Customer agrees and acknowledges that, and shall procure that the End User agrees and acknowledges that:

• 7.1.1. the Customer and End User shall only be permitted to use the Sense Devices at the Delivery Location(s), and the Customer and End User shall not remove or attempt to remove the Sense Devices from the Delivery Location(s) for any reason (including for use at another location) without Sense’s prior written consent;
• 7.1.2. the Customer and End User shall not remove, deface or obscure any identifying mark or packaging on or relating to the Sense Devices, and ensure that at all times the Sense Devices remain identifiable as being Sense’s property;
• 7.1.3. the Customer and End User shall ensure the Sense Devices are kept and operated in a suitable environment, used only for the purposes for which the Sense Devices are designed, and operated in a proper manner by trained competent staff in accordance with any operating instructions provided by Sense;
• 7.1.4. the Customer and End User shall not make any alteration to the Sense Devices without Sense’s prior written consent;
• 7.1.5. the Customer and End User shall keep Sense fully informed of all material matters relating to the Sense Devices;
• 7.1.6. the Customer and End User shall permit Sense or its duly authorised representative to inspect the Sense Devices at all reasonable times to ensure compliance with the terms of this Agreement and for such purpose to enter the Delivery Location(s) or any premises at which the Sense Devices may be located, and shall grant reasonable access and facilities for such inspection;
• 7.1.7. the Customer and End User shall not part with control of, sell or offer for sale, underlet or lend the Sense Devices or allow the creation of any mortgage, charge, lien or other security interest in respect of it;
• 7.1.8. the Customer and End User shall not attach the Sense Devices to any land or building so as to cause the Sense Devices to become a permanent or immovable fixture on such land or building. If the Sense Devices do become affixed to any land or building then the Sense Devices must be capable of being removed without material injury to such land or building and Customer shall repair and make good any damage caused by the affixation or removal of the Sense Devices from any land or building and indemnify Sense against all losses, costs or expenses incurred as a result of such affixation or removal;
7.1.9. the Customer and End User shall not do or permit to be done any act or thing which will or may jeopardise the right, title or interest of Sense in the Sense Devices and, where the Sense Devices are used at the Delivery Location(s), the Customer must take all necessary steps to ensure that Sense may enter such land or building and recover the Sense Devices both during the term of this Agreement and for a reasonable period thereafter, including by procuring from any person having an interest in such land or building, a waiver in writing and in favour of Sense of any rights such person may have or acquire in the Sense Devices and a right for Sense to enter onto such land or building to remove the Sense Devices; and
• 7.1.10. not use the Sense Devices for any unlawful purpose.

SECTION E - SUPPORT REQUESTS

8. Support Requests (General)

8.1. The parties shall comply with their respective obligations in relation to Support Requests as set out in the Service Level Agreement.

8.2. Where the Customer or End User suspects there is a Fault with the Sense Devices or the Services are unavailable, a support request should be raised, and the Customer shall co-operate in good faith with all reasonable requests issued by Sense in relation to identifying and resolving the Fault or unavailability. This may include the Customer performing checks and tests at Sense’s direction to further isolate the suspected Fault or service issue.

9. Support Requests (Services)

9.1. Where the Customer is only purchasing Services, as specified in an Order, this clause 9 shall apply.

9.2. The Customer may notify Sense of any interruption, fault or error with the Services by raising a Support Request. Sense shall use reasonable endeavours to correct or cure any interruption, fault or error with the Services in accordance with any applicable Service Levels but the parties acknowledge and agree that Sense shall not be responsible for or liable for any issues resulting from issues with any networks including the internet or any Customer equipment. The Customer shall provide all reasonable co-operation to Sense in fixing any errors promptly.

10. Support Requests (Sense Devices)

10.1. Where the Customer is purchasing Sense Devices, as specified in an Order, this clause 10 shall apply.

10.2. Following receipt by Sense of a Support Request about a suspected Fault in relation to a Sense Device in accordance with clause 8.2:

• 10.2.1. the Customer shall, on request by Sense to an address to be agreed and within 14 days of this request, deliver to Sense, or procure that the End User arranges for delivery to Sense, the relevant Sense Device, at the Customer’s cost, so that Sense may investigate the suspected Fault;
• 10.2.2. Sense shall use reasonable commercial endeavours to investigate the suspected Fault within 21 days of receipt of the relevant Sense Device and Sense shall update the Customer as to the status of its investigation at the end of this period; and
• 10.2.3. subject always to clause 11, where Sense identifies and confirms, in its reasonable discretion, that there is a Fault in relation to the relevant Sense Device, Sense shall, at Sense’s cost, repair or replace the relevant Sense Device ("Sense Device Warranty”) and arrange for its redelivery to the Customer at the Delivery Location(s) (or another location as agreed between the parties in writing) within 21 days of the end of the period outlined in clause 10.2.2.

10.3. Risk in the Sense Devices shall pass back to Sense when the Sense Device has been delivered to the agreed Sense address and shall remain with Sense until delivered back to the Customer at the Delivery Location(s).

10.4. The Customer acknowledges that its sole remedy in relation to a Fault in a Sense Device is for Sense to repair or replace the relevant Sense Device in accordance with clause 10.2.

11. Sense Device Warranty

11.1. The Customer acknowledges that it shall only be able to benefit from the Sense Device Warranty where:

• 11.1.1. the Customer notifies Sense of the suspected Fault through lodging a Support Request within 10 Working Days of becoming aware of the suspected Fault;
• 11.1.2. the Customer returns the relevant Sense Device to Sense within the period outlined in clause 10.2.1;
• 11.1.3. the Fault did not materialise as a result of misuse, neglect, accidental or deliberate damage, alteration, mishandling or unauthorised manipulation by the Customer, the End-User, or any third party or use of the Device other than in accordance with the terms of this Agreement.

11.2. Where the Customer is not able to rely on the Sense Device Warranty in relation to a Sense Device that requires replacement due to a Fault, Sense may charge the Customer a Device Replacement Fee per Sense Device which requires replacement. In addition, Sense shall be entitled to charge the Customer the Device Replacement Fee per Sense Device on termination or expiry of this Agreement where the Sense Device has been misused in the manner set out in clause 11.1.3.

SECTION F- CUSTOMER OBLIGATIONS

12. Customer Obligations

12.1. The Customer shall:

• 12.1.1. provide Sense with all necessary co-operation reasonably required in relation to this Agreement and all necessary access to such information as may reasonably be required by Sense in order to render the Services and provide the Sense Devices; and
• 12.1.2. comply with all applicable laws and regulations (as updated and amended from time to time,) and maintain all necessary licences, permits, authorisations and consents in connection with this Agreement and its use of the Services, the Sense Platform and the Sense Devices.

12.2. The Customer warrants that:

• 12.2.1. it is not and will not be a Restricted Person and does not at any time act on behalf of a Restricted Person and it will procure that, so far as it is aware, each End User is not at any time a Restricted Person and does not at any time act on behalf of a Restricted Person; and
• 12.2.2. it owns or has obtained all necessary rights, licenses and consents (as applicable) in and to the Customer Materials necessary to enable Sense to perform its obligations under this Agreement and provide the Services and the Sense Devices.

12.3. The Customer assumes all risk for selection and use of the Services and Sense Devices and acknowledges that Sense does not have any responsibility for the Customer's use of the Services, the Sense Platform or the Sense Devices.

12.4. The Customer shall indemnify Sense against any and all claims, costs and expenses which Sense may incur resulting from the Customer’s or an End User’s use of the Sense Platform, the Sense Devices or the Services other than in accordance with this Agreement.

12.5. In relation to the Safety Features, the Customer shall:

• 12.5.1. implement, maintain and operate appropriate health and safety, fire safety, lone-worker and emergency response policies and procedures in accordance with applicable law and industry standards;
• 12.5.2. ensure it has adequate alternative means of raising and responding to alarms and emergencies (including, where appropriate, physical alarms, radio/telephone communication and manual roll-call) and not rely solely on the Safety Features for any critical or life-safety function;
• 12.5.3. configure and use the Safety Features in accordance with Sense’s documentation and keep relevant contact, escalation and location information up to date;
• 12.5.4. ensure its personnel are appropriately trained on the correct use and limitations of the Safety Features; and
• 12.5.5. promptly investigate and respond to alerts, notifications and reports generated by the Safety Features and determine appropriate actions.

SECTION G - CHANGE

13. Change

13.1. Provided that such changes do not adversely affect the functionality of the Services or Sense Devices, Sense shall be entitled to make changes to the Services, the Sense Devices and the Sense Platform from time to time.

13.2. In addition to its rights under clause 13.1 Sense shall be entitled to make changes to the Services and Sense Devices from time to time for the purpose of:

• 13.2.1. maintaining the security and/or performance and/or availability of the Services, Sense Devices or Sense Platform; or
• 13.2.2. complying with all applicable laws and regulations as updated and amended from time to time.

13.3. Save pursuant to clause 13.1 and clause 13.2, all changes to the Services, Sense Devices and terms of this Agreement shall be subject to agreement in writing signed by both parties.

SECTION H - PAYMENT

14. Charging and invoicing

14.1. The Customer shall pay the Charges to Sense in accordance with this clause 14 and the applicable Order.

14.2. Unless otherwise agreed in an Order, the Charges for Online Orders shall be calculated in accordance with Sense’s standard price list and any promotions published on Sense’s website or otherwise notified to the Customer at the time of the relevant Online Order. Any promotional pricing (including any introductory discounts) shall apply only for the promotional period stated and, thereafter, the applicable Charges shall revert to Sense’s then-current standard rates for the relevant Services unless otherwise agreed in writing in an Order.

14.3. Unless otherwise specified in the applicable Order, the Customer shall make payment of each invoice by the due date stated in that invoice or in the absence of any specified due date within 30 days of the date of the invoice.

14.4. Sense may specify in an Order the permitted payment methods for the applicable Charges, which may include payment by direct debit, credit or debit card or bank transfer. Sense may require Customers below a certain annual recurring revenue threshold (as determined by Sense from time to time) to pay by direct debit or credit/debit card as a condition of access to the Services. Where the Customer has provided valid direct debit or card details to Sense, the Customer authorises Sense to collect payment of all applicable Charges (including renewals) using those details on or shortly after the due date for such Charges.

14.5. All fees, charges and other payments to be made by the Customer are exclusive of VAT and all other relevant taxes, for which the Customer shall be responsible.

14.6. The Charges are to be paid by the Customer in full and the Customer is not entitled by reason of set-off, counterclaim, abatement or other similar deduction to withhold payment of any amount due to Sense.

14.7. Without prejudice to clause 21.1, if any sum is not paid on or before the due date under this Agreement, the Customer shall pay Sense interest on the outstanding amount until payment is received in full and cleared funds at a rate equal to 3% above the Bank of England base rate from time to time in force, whether before or after judgement until the date actual payment is received. Such interest shall be compounded monthly.

14.8. Subject to any promotional pricing set out in the applicable Order, the Charges for the Services shall remain fixed during the Initial Term. Sense may increase the Charges for any Services and/or Sense Devices with effect from the start of any Extended Term by giving the Customer not less than 45 days’ prior written notice. If the Customer does not agree to a proposed increase, it may terminate this Agreement at the end of the then-current Initial Term or Extended Term by giving written notice to Sense at least 30 days prior to that date. Any such increase shall not exceed the percentage increase in the UK Retail Prices Index (“RPI”) measured from the latest of:

• 14.8.1. the Service Commencement Date; or,
• 14.8.2. the effective date of the previous price increase under this Agreement, plus three (3) percentage points. For clarity, where more than 12 months have elapsed since the last increase, RPI shall be calculated cumulatively over that elapsed period and a single uplift may be applied to reflect this increase.

14.9. From time to time Sense may offer Trial Periods for certain Services. Where a Trial Period is offered:

• 14.9.1. the applicable Trial Period and any specific conditions (including any limitations on features or usage) shall be described in the relevant Order or otherwise notified to the Customer in writing;
• 14.9.2. the Customer may be required to provide valid payment details at sign-up and agrees that, unless the Customer cancels the relevant Services in accordance with the instructions provided by Sense before the end of the Trial Period, Sense may begin charging the applicable subscription Charges automatically from the first day after the end of the Trial Period using the payment method provided;
• 14.9.3. the terms of this Agreement (including all usage restrictions and limitations of liability) shall apply during the Trial Period, save that the Customer will not be charged subscription Charges for the Services during the Trial Period unless expressly stated otherwise; and
• 14.9.4. Sense may withdraw or modify the availability of any Trial Period at any time prior to the Customer’s sign-up, but once a Trial Period has commenced for a Customer, Sense will honour that Trial Period for its stated duration, subject to earlier suspension or termination in accordance with this Agreement.

SECTION I - INTELLECTUAL PROPERTY, DATA AND CONFIDENTIALITY

15. Intellectual property rights

15.1. All Intellectual Property Rights in the Customer Materials are, and shall remain, the property of the Customer. Sense acknowledges and accepts that it acquires no rights in or to Customer Materials other than those expressly granted by this Agreement.

15.2. Sense IPR are, and shall remain, the property of Sense or its licensors. The Customer acquires no rights in or to the Sense IPR other than those expressly granted by this Agreement.

15.3. The Customer shall at the request and expense of Sense do, and shall use all reasonable endeavours to procure that any necessary third party shall do, all necessary acts and execute all documents that Sense may reasonably request to perfect the right, title and interest of the Sense IPR.

15.4. The Customer shall promptly report to Sense any infringement of Sense IPR that comes to its attention. Without prejudice to the generality of the foregoing, the Customer shall ensure that each End User, prior to use of the Services and Sense Materials, is made aware that the Services and Sense Materials is proprietary to Sense.

15.5. Save where expressly agreed in writing by the parties, the Customer acknowledges and accepts that nothing in this Agreement shall prevent or restrict Sense from exploiting and or licensing any of the Sense IPR to any third party.

16. Data protection

16.1. The parties acknowledge and agree that the terms of the Data Protection Addendum govern any processing of the Customer’s personal data by Sense under this Agreement and that the terms of the Data Protection Addendum are incorporated into this Agreement by reference. The latest version of Sense’s Data Protection Addendum available via Sense’s website at the date of each extension of the Term shall govern Sense’s processing of the Customer’s personal data during that Extended Term and, until a further updated version is published, all subsequent Extended Terms.

17. Confidentiality

17.1. Each party shall keep the other party's Confidential Information confidential and shall not:

• 17.1.1. use such Confidential Information except for the purpose of exercising or performing its rights and obligations under this Agreement ("Permitted Purpose"); or
• 17.1.2. disclose such Confidential Information (in whole or in part) to any third party, except as expressly permitted by this clause 17.

17.2. A party may disclose the other party's Confidential Information to (i) those of its Representatives who need to know such Confidential Information for the Permitted Purpose; (ii) any business or professional advisors of that Party; and (iii) any third party for the sole purpose of assessing a potential change of Control or investment into the business of that Party, provided that:

• 17.2.1. it informs the receiving party of the confidential nature of the Confidential Information before disclosure; and
• 17.2.2. at all times, it is responsible for such receiving party’s compliance with the confidentiality obligations set out in this clause.

17.3. A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that (to the extent it is legally permitted to do so), it gives the other party as much notice of such disclosure as reasonably possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 17.3, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

17.4. On termination of this Agreement, each party shall on request from the other party:

• 17.4.1. return to the other party or destroy all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party's Confidential Information;
• 17.4.2. erase all the other party's Confidential Information from its computer systems (to the extent possible); and
• 17.4.3. certify in writing to the other party that it has complied with the requirements of this clause, provided that the recipient may retain documents and materials containing, reflecting, incorporating or based on the other party's Confidential Information to the extent required by Applicable Law or as reasonably required for record keeping purposes. The provisions of this clause shall continue to apply to any such documents and materials retained by the recipient.

18. Publicity

18.1. Sense shall be entitled to use the Customer’s name, the fact that they work with the Customer and what Services or Sense Devices they provide to the Customer in its marketing and promotional material whether in digital or paper format.

SECTION J - LIABILITY

19. Limitation of liability

19.1. This clause 19 sets out the entire financial liability of Sense and the Customer (including any liability for the acts or omissions of its Representatives and including any settlements) to the other and to End Users in respect of any breach of this Agreement; any representation statement or tortious act or omissions (including negligence) arising under or in connection with this Agreement or any other liability to the other party whatsoever.

19.2. Nothing in this Agreement limits or excludes the liability of either party for:

• 19.2.1. death or personal injury resulting from negligence;
• 19.2.2. any damage or liability incurred by a party as a result of fraud or fraudulent misrepresentation by the other party;
• 19.2.3. liability under any indemnities; or
• 19.2.4. any other liability which is incapable of being excluded or limited by law.

19.3. Subject to clauses 10.4 and 19.2, each party’s total aggregate liability in respect of all losses whether arising from contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of this Agreement (including all non-contractual liability) shall in no event exceed the aggregate amount paid or payable by the Customer to Sense in the twelve (12) month period prior to the claim.

19.4. Subject to clause 19.2 except where expressly stated in this Agreement neither party shall have any liability to the other (howsoever arising, including any liability in tort) under or in connection with this Agreement for any:

• 19.4.1. loss of profits or anticipated savings;
• 19.4.2. loss of revenue;
• 19.4.3. loss or damage to reputation or goodwill;
• 19.4.4. loss of opportunity;
• 19.4.5. any loss or corruption of data or information;
• 19.4.6. losses or liabilities under or in relation to any other agreement; and in each case whether direct, indirect, special and/or consequential loss or damage; or
• 19.4.7. for any other indirect, special and/or consequential loss or damage.

19.5. The Customer acknowledges that:

• 19.5.1. the Services and Sense Devices rely on networks and facilities, including the internet, over which Sense has no control and Sense makes no guarantee that the Services or Sense Devices will be uninterrupted or error free; and
• 19.5.2. Sense is not responsible for the Customer’s compliance with any health and safety, fire safety, lone-worker or other legal obligations relating to the protection of persons or property; and

19.6. Subject to clause 19.2, Sense shall have no liability to the extent any Losses arise from:

• 19.6.1. the Customer’s failure to implement or operate appropriate health and safety or emergency response procedures;
• 19.6.2. the Customer’s failure to maintain accurate and up-to-date information within the Services; or
• 19.6.3. the Customer’s failure to respond appropriately or in a timely manner to any alert, notification or other output of the Safety Features.

SECTION K - TERM AND TERMINATION

20. Commencement and duration

20.1. This Agreement shall commence on the Commencement Date and shall continue for the Initial Term (unless terminated earlier in accordance with clause 21). At the end of the Initial Term, this Agreement shall automatically extend for the first Extended Term and, thereafter, at the end of each Extended Term it shall automatically extend for a further Extended Term, in each case, unless either party gives written notice to the other party, not later than thirty (30) days before the end of the Initial Term or the then-current Extended Term (as applicable).

21. Termination and suspension

21.1. Without prejudice to any rights or remedies that have accrued under this Agreement, either party may at any time terminate this Agreement (or any part thereof) or Sense may suspend the Services, use of the Sense Devices or any part thereof, with immediate effect by giving written notice to the other party if:

• 21.1.1. the other party fails to pay any undisputed amount due under this Agreement on the due date for payment;
• 21.1.2. the other party commits a material breach of any term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of thirty (30) days after being notified in writing to do so;
• 21.1.3. the other party’s financial position deteriorates so far as to reasonably justify the other party’s opinion that their ability to give effect to the terms of this Agreement is in jeopardy; or
• 21.1.4. the other party is dissolved, becomes insolvent, fails or is unable or admits in writing its inability to pay its debts, institutes or has instituted against it proceedings seeking a judgement of insolvency; has a resolution passed for its winding up or liquidation; seeks or becomes the subject of the appointment of an administrative receiver or similar official in respect of its assets or enters into any arrangement or composition with its creditors.

21.2. Either party can terminate this Agreement for convenience by giving the other party thirty (30) days written notice. The Customer shall not be entitled to any refund of prepaid Charges if it terminates under this Clause 21.2.

22. Effect of expiry or termination

22.1. Clauses 15, 17, 19, 22, 25, 26, 27, 29 and 31 shall survive expiry or termination of this Agreement.

22.2. Expiry or termination of this Agreement, for any reason, shall not affect the accrued rights, remedies, obligations or liabilities of the parties existing at termination.

22.3. On expiry or termination of this Agreement for any reason, the Customer shall immediately:

• 22.3.1. pay any outstanding unpaid invoices and interest due to Sense. Sense shall submit invoices for any Services that it has supplied or work completed or use of the Sense Devices, but for which no invoice has been submitted, and the Customer shall pay these invoices in accordance with clause 14.2;
• 22.3.2. delete all Confidential Information, technical code, Sense Materials and anything relating to or forming part of the Sense IPR; and
• 22.3.3. shall deliver up the Sense Devices to Sense, or arrange for the End User to deliver up the Sense Devices to Sense, at such address as Sense requires, or if necessary allow Sense or its representatives access to the Delivery Location(s) or any premises where the Sense Devices are located for the purposes of removing the Sense Devices.

22.4. The entitlement granted under clause 4.1 of this Agreement shall immediately terminate.

SECTION L - MISCELLANEOUS AND GOVERNING LAW

23. Assignment and novation

23.1. The Customer shall not assign, novate or otherwise dispose of or create any trust in relation to any or all of its rights and obligations under this Agreement without the prior written consent of Sense (such consent not to be unreasonably withheld or delayed).

23.2. Sense may assign, novate or otherwise dispose of or create any trust in relation to any or all of its rights and obligations under this Agreement provided it gives written notice of such to the Customer as soon as reasonably practicable after such has occurred.

23.3. Sense may use subcontractors and other third-party providers in the performance of its obligations under this Agreement, provided that Sense remains responsible for the acts and omissions of such subcontractors and third-party providers as if they were its own.

24. Waiver

24.1. No failure or delay by a party to exercise any right or remedy provided under this Agreement shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy.

25. Entire agreement

25.1. This Agreement (together with any non-disclosure agreement signed by the parties in respect of the subject matter of this Agreement) constitutes the entire agreement between the parties and supersedes any previous arrangement, understanding or agreement between them relating to the subject matter of this Agreement.

25.2. Each party acknowledges that, in entering into this Agreement, it does not rely on any statement, representation, assurance or warranty of any person (whether a party to this Agreement or not) other than as expressly set out in this Agreement.

26. Severance

26.1. If any court or competent authority finds that any provision of this Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Agreement shall not be affected.

27. Third-party rights

27.1. No person other than a party to this Agreement shall have any rights to enforce any term of this Agreement.

28. Force majeure

28.1. Neither party shall in any circumstances be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from a Force Majeure Event.

28.2. If a Force Majeure Event prevents or delays Sense or the Customer in their respective performance of a material part of their obligations under this Agreement for a period exceeding 90 days (or such other period as may be agreed between the parties), the party not affected by the Force Majeure Event may terminate this Agreement immediately on written notice to the other. Where this is the case, the Customer shall not be obliged to pay any Charges to the extent Sense was unable to perform Services after the date the Force Majeure Event first occurred, and Sense will refund to the Customer a corresponding proportion of Charges paid in advance which relate to Services which Sense was unable to perform.

29. Notices

29.1. Any notice required to be given pursuant to this Agreement shall be in writing and shall be delivered personally, or by prepaid post (by airmail post if to an address outside the country of posting), or by email to the relevant party at the address set out at the beginning of this Agreement or any other address as either party notifies to the other in writing from time to time.

29.2. A notice shall be deemed to have been received:

• 29.2.1. if delivered personally, at the time of delivery; or
• 29.2.2. in the case of pre-paid first class post, three Working Days (or five Working Days if to an address outside the country of posting) from the date of posting; or
• 29.2.3. in the case of email, at the time the sender receives a read receipt from the recipient. Notwithstanding the foregoing in the case of any invoice sent by email, at the time the email entered the intended recipient's information systems provided that no error message indicating failure to deliver has been received by the sender.

30. Governing law and jurisdiction

30.1. This Agreement shall be governed by and construed in accordance with English law and each party agrees to submit to the non-exclusive jurisdiction of the courts of England and Wales.