Sensat User Terms of Access

Effective Date: June 2022

Introduction & Legally Binding Nature

These User Terms of Access (the "User Terms") govern your access and use of Sensat’s cloud-based data visualisation platform (the "Platform"). Please ensure you have read these User Terms carefully, as they apply to you as a user of the Platform. If you are domiciled for tax purposes in any location other than the UK, the relevant Jurisdiction Specific Terms set out at https://www.sensat.co/legal-jurisdiction-specific-terms are incorporated into and modify these User Terms.

These User Terms are a legally binding contract between you and Sensat Surveying Limited ("Sensat", "we", "us", and "our"). Please contact us if you have any questions about these User Terms. You may contact us at contact@sensat.co.uk or at the address below:

Sensat Surveying Ltd

Old Street

London EC1V 9BP

United Kingdom

As part of these User Terms, you also agree to comply with the most recent version of Sensat’s Acceptable Use Terms, which are incorporated by reference into these User Terms.

If you access or use the Platform, or continue accessing or using the Platform after being notified of a change to either these User Terms and/or the Acceptable Use Terms, you confirm that you have read, understand and agree to be bound by the User Terms and/or the Acceptable Use Terms.

Your Use of the Platform

You are a User (as defined below) on a project owned by a Customer. For the purpose of these User Terms, a "Customer" is an entity, organisation or other third party that has invited you to a particular project relating to that Customer and which is hosted on the Platform.

For example, if, as a contractor, you are joining one of your client’s projects, the Customer in that instance is your client and they are authorising you to access, view and, where applicable, contribute to their project on the Platform.

The Customer has separately agreed to Sensat’s platform terms (the "Platform Terms") or entered into a written agreement with Sensat (in either case, the "Contract") that, amongst others, entitles the Customer to create and manage a project on the Platform, and, subject to the Customer’s discretion, invite external members, including you, to join that project. Each person authorised by a Customer to directly or indirectly use the Platform on behalf of the Customer and/or access or use any materials via the Platform is a "User" for the purpose of the User Terms.

Please note that when a User, including you, provides, uploads, shares, transfers or otherwise communicates electronically any data, information, documents and materials to the Platform, whether directly or indirectly via any third party application (for the purposes of these User Terms, "User Data"), they are deemed to have warranted that they have all necessary authorisations and consents to do so, and acknowledge that the Customer is able to control that User Data including, but not limited to, enabling or disabling third party integrations, managing permissions or sharing User Data, which, in turn, may result in the access, use, modification or even deletion of some or all of that User Data.

You agree that Sensat, its licensors and/or any third-party information provider(s) reserve all rights to proprietary information (including, but not limited to, all intellectual property rights such as patents, trademarks, copyrights, database rights, industrial design, know-how and trade secrets, in all forms whether or not registered or capable of registration and any other rights relating to intellectual property in accordance with the applicable laws,) subsisting in or relating to the Platform and in any materials used or supplied by Sensat, whether pre-existing or created or coming into existence while these User Terms are in force. Any new intellectual property rights created in the course of or in connection with these User Terms shall vest absolutely in Sensat, excluding those rights subsisting in User Data.

All Users, including you, must at all times comply with the Acceptable Use Terms and, where applicable, any policies and practices of the Customer.

These User Terms shall remain in force and effect until the Customer’s subscription for you expires or terminates, or your access to the Platform has been terminated by either the Customer or Sensat. If you wish to terminate or close your account, please contact the Customer.

The Relationship between Sensat, the Customer and You

Sensat makes no representation or warranties of any kind, whether express or implied, to you relating to the Platform, which is made available or provided to you at all times on an 'as is' and 'as available' basis, and without responsibility for accuracy, timeliness, correctness, reliability and completeness. Sensat does not warrant that the availability, use or function of the Platform or third-party content will be uninterrupted, error free, or free of harmful components. The User acknowledges that the Platform may be subject to limitations, delays and other problems inherent in the use of communications networks and facilities, including the internet.

It is the Customer’s responsibility to, amongst others, obtain permissions and consents from Users (including you) that are necessary for the lawful use and processing of User Data and the operation of the Platform and to handle any disputes which may arise with Users (including you) relating to or in connection with User Data, the Platform or the Customer’s failure to fulfil its own obligations in respect thereof.

Liability Limitation

In the event we believe there is a breach of the Contract, these User Terms, the Acceptable Use Policy, or any of Sensat’s other policies that can be remedied by the Customer taking a particular action, we will, in most cases and where applicable, liaise with the Customer and ask them to take any applicable action rather than intervene.

We may however directly intervene and take what we believe to be appropriate action (which may include the suspension or closing of your account) if a Customer fails to take appropriate action or we believe there is a legitimate risk of harm to either us, the Platform, other Users, or any third parties.

Nothing shall have the effect of limiting or excluding our or your liability for fraud or fraudulent misrepresentation, death or personal injury caused by negligence, or any other matter for which it would be unlawful for a party to limit or exclude its liability. In no circumstances whatsoever will you or we be liable to each other (whether arising under contract, tort including negligence, statute or otherwise) for any indirect or consequential loss or damage or any special or exemplary loss or damage. In addition, in no circumstances whatsoever, shall Sensat be liable to you (whether arising under contract, tort including negligence, statute or otherwise, and whether such loss is direct or indirect) for: (a) any loss to the extent caused by an act or omission of a third party; (b) any errors or omissions in any User Data; (c) any actions taken by us at the Customer’s direction; nor (d) any loss of sales, turnover, revenue, profits or opportunity, loss of or interruption to business, loss of or damage to reputation or goodwill, loss of anticipated savings, or wasted management or administrative time, in each case resulting from the use or the inability to use the Platform.

Notices

Unless otherwise stated, all notices under these User Terms will be by email, provided that we reserve the right to instead choose to provide notice to Users through the Platform. Any non-legal notices to Sensat should be sent to contact@sensat.co.uk, with any legal notices to be sent to legal@sensat.co.uk.

A notice will be deemed to have been given (a) the day after it is sent, in the case of a notice sent through email; and (b) the same day, in the case of a notice sent through the Platform. Any notices under the Contract will be delivered solely to the Customer in accordance with the relevant provisions of the Contract.

Privacy Notice

Our Privacy Notice and the Data Processing Schedule contain additional information and further details about how Sensat collects and uses data relating to the use and performance of Sensat’s products, including the Platform.

Variations & Amendments

Sensat may modify these User Terms or the Acceptable Use Terms at any time in its sole discretion and without prior notice to you. Any changes will be published online and will be effective upon such publishing. In case of substantial changes to these User Terms or the Acceptable Use Terms, we will notify you directly if possible, and if possible, ahead of the changes taking effect either by emailing the email address associated with your account or by messaging you through the Platform.

The most current version of the User Terms can always be reviewed at any time by visiting this page.

Any material revisions to these User Terms will become effective on the date set out in any applicable notice, and all other changes will become effective on the date the change is published. If you use or access, or continue to use or access, the Platform after the effective date of any changes, you will be deemed to have accepted the revised User Terms.

Severability

If any provision or part of these User Terms or the Acceptable Use Terms is illegal, unlawful, void or unenforceable due to any law, that provision shall be deemed to be deleted and the remaining provisions of these User Terms, or the Acceptable Use Terms, shall continue in full force and effect.

Waiver

Any rights and remedies under these User Terms, including the Acceptable Use Terms, shall not be affected by any failure to exercise or delay in exercising any such right or remedy or by the giving of any indulgence by any other party or by anything whatsoever except a specific waiver or release in writing and any such waiver or release shall not prejudice or affect any other rights or remedies of the parties. No single or partial exercise of any right or remedy shall prevent any further or other exercise thereof or the exercise of any other right or remedy.

Assignment

You may not assign, transfer, mortgage, charge, or otherwise dispose of any of your rights or obligations under these User Terms, including the Acceptable Use Terms, without the prior written agreement of Sensat. Sensat may assign all or any of its rights under these User Terms, including the Acceptable Use Terms, to a corporate affiliate without the User’s consent.

Entire Agreement

The User Terms, including any terms incorporated by reference into these User Terms, constitute the entire agreement and understanding between the parties relating to its subject matter, and supersedes and extinguishes any other agreement or understanding (written or oral) between the parties relating to the same subject matter. All terms, representations, and obligations implied by statute, common law, trade usage, course of dealing or otherwise are excluded to the fullest extent permitted by law. This includes implied terms of merchantability or fitness for a particular purpose, or that anything supplied by Sensat will meet the User’s requirements or work in combination with any third party software, hardware, or services. Sensat makes no representations, whether express or implied, and excludes any liability for any representations to the fullest extent permitted by law.

If there is a conflict or inconsistency between the Contract and these User Terms, the terms of the Contract will prevail first, followed by the provisions in these User Terms.

Governing Law and Jurisdiction

These User Terms, including the Acceptable Use Terms, and any non-contractual obligations arising in connection with them shall be governed by and construed in accordance with the laws of England, and the parties agree to submit to the exclusive jurisdiction of the Courts of England.


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