1.1 These Data Capture Terms are the terms that govern the Agreement for the Services.
1.2 These Data Capture Terms shall apply to, and be incorporated into, the Agreement and shall prevail over any inconsistent terms or conditions contained, or referred to, in a Customer’s form of agreement or contract, purchase order, confirmation of order, or otherwise implied by law, trade custom, practice or course of dealing.
1.3 Unless otherwise agreed by Sensat, a Customer’s purchase order (referencing Sensat’s Statement of Works), or acceptance of a Statement of Works, constitutes an acceptance by that Customer of the Services specified in the relevant Statement of Works on these Data Capture Terms.
1.4 If the Customer is domiciled for tax purposes in any location other than the UK, the relevant Jurisdiction Specific Terms are incorporated into and modify this Agreement.
2. Definitions & Interpretation
2.1 The following definitions and rules of interpretation apply in these Data Capture Terms:
"Agreement" means the commercial agreement between the Customer and Sensat relating to the Services consisting of the Statement of Works and these Data Capture Terms.
"Affiliate" means, in relation to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party from time to time.
"Applicable Data Protection Laws" means:
(a) to the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data;
(b) to the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which Sensat is subject, which relates to the protection of personal data.
"Affiliate" means in relation to a body corporate, any other entity which directly or indirectly Controls, is Controlled by, or is under direct or indirect common Control with, that body corporate from time to time.
"Business Day" means a day (other than a Saturday, Sunday or public holiday) when banks are open for business in London, United Kingdom.
"Change Order" means a document setting out the proposed changes to the Services and the effect those changes will have on the Services, Sensat’s existing charges, the timetable of the Services and any of the terms of the Agreement.
"Charges" means the price and sums payable by the Customer to Sensat for the Services, as set out in the Order Form or the Statement of Works, as applicable, and as may be adjusted pursuant to the Agreement.
"Control" means where a person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the other person (whether through the ownership of voting shares, by contract or otherwise) and "Controls" and "Controlled" shall be interpreted accordingly.
"Customer" means the customer or client receiving the benefit of the Services as identified in the Statement of Works.
"Customer Personal Data" means any personal data which Sensat processes in connection with the Agreement, in the capacity of a processor on behalf of the Customer.
"Data Capture Terms" means these terms and conditions.
"Deliverables" means any output of the Services, including any Images (but excluding any raw data captured by Sensat), to be provided by Sensat to the Customer as specified in the Statement of Works.
"EU GDPR" means the General Data Protection Regulation ((EU) 2016/679), as it has effect in EU law.
"Images" means all digital aerial photographic images and data (but excluding any raw data) that may be used to generate images including, but not limited to, processed digital aerial photographic images, thermal images, all image metadata which may include but is not limited to global positioning system (GPS) information, in any format provided by Sensat to the Customer pursuant to the Agreement.
"Intellectual Property Rights" means patents, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world and "Intellectual Property Right" means any one of the Intellectual Property Rights.
“Jurisdiction Specific Terms” means the terms set out at https://www.sensat.co/legal-jurisdiction-specific-terms ;
"Order Form" means the order form relating to Sensat’s cloud-based data visualisation platform to which the Statement of Works is appended, and which is identified as such.
"Sensat" means Sensat Digital Limited, a private company incorporated and registered in England and Wales under registration number 09869690 and whose registered office address is at 86-90 Paul Street, London, England, EC2A 4NE.
"Sensat Personal Data" means any personal data which Sensat processes in connection with the Agreement, in the capacity of a controller.
"Services" means the data capture and/or aerial surveying services to be provided by Sensat to the Customer, as identified in, and set out in further detail in, the Statement of Works.
"Sites" means any site(s) where the Services are to be provided and/or carried out, whether belonging to the Customer or indicated in the Statement of Works or otherwise.
"Statement of Works" means the written statement of works prepared by Sensat for the Customer and which sets out the details, methodology and scope of the relevant Services to be provided.
"UK GDPR" has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
"VAT" means value added tax chargeable in the UK provided for in the Value Added Tax Act 1994 or any other similar tax that is imposed in any jurisdiction including any goods and services tax.
2.2 Clause and paragraph headings shall not affect the interpretation of the Agreement.
2.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
2.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
2.5 Unless the context otherwise requires, words in the singular shall include the plural and vice versa and a reference to one gender shall include a reference to the other gender.
2.6 A reference to a statute, statutory provision or any subordinate legislation made under a statute is to such statute, provision or subordinate legislation as amended or re-enacted from time to time and, in the case of a statute, includes any subordinate legislation made under that statute.
2.7 A reference to writing or written includes email and such electronic media as is acceptable to both parties.
2.8 Any obligation in these Data Capture Terms on a party not to do something includes an obligation not to agree or allow that thing to be done.
2.9 References to clauses are to the clauses of these Data Capture Terms.
2.10 Any phrase introduced by the terms including, include, in particular, for example, or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
3. Commencement and Scope of Services
3.1 The Agreement shall commence on the date when the Order Form or the Statement of Works, as the case may be, has been signed by all the parties and shall continue, unless terminated earlier in accordance with clause 11, until the date when Sensat has provided all the Services and Deliverables to the Customer and the Customer has paid Sensat the relevant and applicable Charges.
3.2 For the avoidance of doubt, for the purpose of the Agreement, the Services shall only be those consisting of data capture and/or aerial surveying identified in the Statement of Works. Use of, and access to, Sensat’s cloud-based data visualisation platform (where applicable, as indicated or referred to in the Statement of Works) shall be subject to, and at all times governed by, Sensat’s platform terms and any accompanying Order Form. Sensat’s platform terms can be found at https://www.sensat.co/legal-sensat-platform-terms
4. Sensat’s Responsibilities
4.1 Sensat shall supply the Services and deliver the Deliverables to the Customer in accordance with the Agreement in all material respects.
4.2 Sensat shall not do or omit to do anything which causes the Customer to lose any licence, authority, consent or permission on which it relies for the purposes of conducting its business.
4.3 Sensat shall ensure that all personnel involved in the provision of the Services have suitable skills and experience to enable them to perform the tasks assigned to them, and that such personnel are in sufficient number to enable Sensat to fulfill its obligations under the Agreement.
4.4 Sensat shall appoint a manager or representative for the Services. Sensat shall use all reasonable endeavours to ensure that the same person acts as Sensat’s manager or representative throughout the term of the Agreement but may replace that person from time to time where reasonably necessary in the interests of Sensat’s business.
5. Customer obligations
5.1 The Customer shall:
(a) co-operate with Sensat in all matters relating to the Services;
(b) provide Sensat, its subcontractors, consultants and employees (as applicable), in a timely manner and at no charge, access to any Site, premises or facilities designated by the Customer where any part of the Services are to be carried out or provided;
(c) provide Sensat in a timely manner all documents, information, items and materials in any form (whether owned by the Customer or a third party) as reasonably required by Sensat in connection with the Services and ensure they are accurate and complete in all material respects;
(d) inform Sensat of all health and safety and security requirements that apply at any of the Customer’s premises or Sites where any part of the Services are to be carried out or provided; and
(e) obtain and maintain all necessary licences and consents and comply with all relevant legislation as required to enable Sensat to provide the Services, in all cases before the date on which the Services are to start.
5.2 If Sensat’s performance of its obligations under the Agreement is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, then, without prejudice to any other right or remedy it may have, Sensat shall be allowed an extension of time to perform its obligations equal to the delay caused by the Customer.
6.1 Sensat shall use reasonable endeavours to meet any scheduled dates or deadlines for performance stated in the Statement of Works, but any such dates shall be estimates only and time for performance by Sensat shall, unless otherwise agreed by Sensat and the Customer, not be of the essence of the Agreement.
6.2 Sensat reserves the right to defer the date of delivery or time for performance by a reasonable period if such delay is due to any cause or factor not existing as at the date of the Agreement which is beyond Sensat’s reasonable control, including, but not limited to, strike, lockout, shortage of labour, fire, frost, accident, breakdown, acts of God, force majeure, weather conditions which (in Sensat’s reasonable opinion) prevent proper and/or safe carrying out of the Services and/or which are outside of the operational parameters of Sensat’s equipment (a "Force Majeure Event") provided that Sensat shall use its reasonable endeavours to mitigate the impact of such Force Majeure Event on the Services and resumes the Services as soon as reasonably practicable.
7. Variations & Change Order
7.1 Subject to the provisions of clause 7.3 to clause 7.5 (inclusive) no variation of the Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
7.2 In the event that any alteration or modification to the Services becomes necessary due to a matter for which the Customer or its employees or agents are responsible (including, but not limited to, any alteration or modification being made to the premises where the Services are to be carried out or to any of the Customer’s plant or to any plan or design relating to such premises or plant to be constructed, altered or modified), Sensat shall be entitled to increase the Charges to cover any additional costs incurred by Sensat as a result of the alteration or modification. Sensat shall give the Customer written notice of the increased Charges as soon as reasonably practicable after becoming aware of the increased costs.
7.3 Sensat may, from time to time, amend the scope of the Services in order to comply with any applicable legal, safety, statutory or regulatory requirements, provided that such changes do not materially affect the Charges and/or the nature, scope or quality of the Services. In any other circumstances, Sensat will provide a draft Change Order to the Customer.
7.4 If the Customer wishes to make a change to the Services, it shall notify Sensat and provide as much detail as Sensat reasonably requires of the proposed changes, including the timing of the proposed changes and Sensat shall, as soon as reasonably practicable after receiving the above mentioned information, provide a draft Change Order to the Customer.
7.5 If the parties agree to a Change Order, they shall sign it and that Change Order shall amend the Agreement.
8. Charges and Payment
8.1 In consideration of the provisions of the Services by Sensat, the Customer shall pay the Charges.
8.2 Sensat shall invoice the Customer for the Charges. If payment terms are stated in the Statement of Works, invoices will be submitted and payment will be due in accordance with those respective terms. If no terms are stated, invoices will be submitted at any time after completion of Services, and payment in full and in cleared funds shall be due within 30 days from the date of invoice. Payment shall be made to a bank account nominated in writing by Sensat from time to time.
8.3 Time for payment shall be of the essence of the Agreement and in the event of the Customer’s failure to comply with the terms as to payment, Sensat shall have the right to suspend or all part of the Services until payment has been made in full and the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 8.3 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
8.4 The Charges shall include a fixed non-refundable planning and mobilisation fee of fifteen per cent (15%) of the price for the Services (the "Fee"). The Fee shall be payable by the Customer upon written confirmation or instruction (including by email) by the Customer to Sensat to carry out the Services, irrespective of whether the Order Form or Statement of Works, as applicable, is signed by or on behalf of the Customer. For the avoidance of doubt, the Fee shall remain payable by the Customer if the Customer subsequently decides not to proceed with the Services or instructs Sensat not to proceed with the Services.
8.5 The Charges payable to Sensat under the Agreement are exclusive of VAT, and the Customer shall in addition pay an amount equal to any VAT chargeable on those sums at the prevailing rate on delivery of a VAT invoice. All sums payable under the Agreement shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
8.6 Payment made in currency other than pound sterling may result in a reasonable contingency fee being added to the invoice to cover currency fluctuations. Any contingency fee balance remaining following currency conversion into pound sterling will be returned to the Customer.
8.7 Any cancellation of Work which arises as a result of the Customer’s operations will be charged at the full amount stated in the Agreement unless written notice of cancellation is received at least ten (10) Business Days before scheduled mobilisation by Sensat of any required resources.
During the term of the Agreement and for a period of six (6) years after the expiry or termination of the Agreement, Sensat shall maintain in force, with a reputable insurance company, those insurance policies set out in the Statement of Works. Sensat shall produce to the Customer on request the relevant insurance certificates giving details of cover.
Insofar as permitted by law, Sensat’s liability shall be in lieu of any warranty or condition implied by law as to the merchantability or satisfactory quality, nature or fitness for any particular purpose of the Deliverables and Services, and save as provided in this clause 10 and in clause 14, Sensat shall not be under any liability, whether in contract, delict or otherwise, in respect of defects in the Services.
11.1 Without affecting any other right or remedy available to it, either party shall have the right to terminate the Agreement by thirty (30) days prior notice in writing to the other party.
11.2 Without affecting any other right or remedy available to it, Sensat may terminate the Agreement with immediate effect by giving written notice to the Customer if:
(a) upon arrival on site, Sensat discovers the specification in respect of the carrying out of the Services is not as previously advised;
(b) the Customer fails to pay any amount due under the Agreement on the due date for payment and remains in default not less than thirty (30) days after being notified in writing to make such payment; or
(c) there is a change of Control of the Customer.
11.3 Without affecting any other right or remedy available to it, either party may terminate the Agreement with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of any term of the 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.
(b) the other party repeatedly breaches any of the terms of the Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Agreement;
(c) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words 'it is proved to the satisfaction of the court' did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986;
(d) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors;
(e) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company);
(f) an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);
(g) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 11.3(c) to clause 11.3(f) (inclusive);
(h) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
(i) the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Agreement is in jeopardy.
11.4 On termination or expiry of the Agreement:
(a) the Customer shall immediately pay to Sensat all of Sensat’s outstanding unpaid invoices and any interest due and, in respect of the Services supplied but for which no invoice has been submitted, Sensat may submit an invoice, which shall be payable immediately on receipt; and
(b) if and where applicable, the Customer will return any of Sensat’s equipment and materials and, if the Customer fails to do so, Sensat shall have the right to enter the Customer’s premises where any such equipment and materials are located and take possession of them.
11.5 Termination or expiry of the Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.
11.6 On termination or expiry of the Agreement, the following clauses shall continue in force: clause 1.4, clause 11.4, clause 11.5, clause 13, clause 14, clause 16, clause 17, clause 20, clause 21, clause 26 and clause 27.
12. Health and Safety
12.1 Sensat shall use reasonable endeavours to observe all health and safety requirements that apply at any of the Customer’s premises or Sites and that have been communicated to it under clause 5.1(d), provided that Sensat shall not be liable under the Agreement if, as a result of such observation, Sensat is in breach of any of its obligations under the Agreement.
12.2 When Sensat’s employees, subcontractors, officers or agents are present at the Customer’s premises or Sites, the Customer shall be responsible for providing all safety equipment and other such materials necessary to comply with all health and safety legislation, and in the event that any part of the Agreement is being performed outside of the United Kingdom, the Customer shall provide free medical cover and emergency evacuation for Sensat’s personnel for the duration of the Agreement.
13. Intellectual Property Rights
13.1 Sensat shall not be liable for the infringement of any patent, registered design, trademark or other Intellectual Property Right where such infringement results from Services being carried out to the Customer’s design and/or instructions and the Customer will indemnify Sensat against any such claim however arising.
13.2 In relation to the Deliverables:
(a) Sensat and its licensors shall retain ownership of all Intellectual Property Rights in the Deliverables;
(b) Sensat grants the Customer, or shall procure the direct grant to the Customer of a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Agreement to copy and modify the Deliverables for the sole purpose of receiving and using the Services and the Deliverables within the course of the Customer’s business; and
(c) the Customer may sub-licence the rights granted in clause 13.2(b) to its Affiliates and customers.
(a) warrants that the receipt and use of the Services and the Deliverables by the Customer (and its permitted sub-licensees) shall not infringe the right, including any Intellectual Property Rights of any third party; and
(b) shall, subject to clause 14, indemnify the Customer in full against all direct liabilities, costs, expenses, damages and losses suffered or incurred by the Customer arising out of or in connection with any claim brought against the Customer for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of, or in connection with, with receipt, use or supply of the Services and the Deliverables;
(c) shall not be in breach of the warranty at clause 13.3(a), and the Customer shall have no claim under the indemnity at clause 13.3(b), to the extent the infringement arises from:
(i) any modification of the Deliverables or Services, other than by or on behalf of Sensat; and/or
(ii) compliance with the Customer’s specifications or instructions.
13.4 The Customer undertakes and agrees that it will not, and will procure that none of its employees, representatives or agents shall, make any representations or do any act which may be taken to indicate that the Customer has any right, title or interest in or to the ownership or use of Sensat’s Intellectual Property Rights and hereby acknowledges that nothing contained in the Agreement shall give the Customer any right, title or interest in or to Sensat’s Intellectual Property Rights.
14. Limitations of Liability
14.1 References to liability in this clause 14 include every kind of liability of Sensat (including its employees or agents) arising under or in connection with the Agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
14.2 Neither party may benefit from the limitations and exclusions set out in this clause 14 in respect of any liability arising from its deliberate default.
14.3 Nothing in this clause 14 shall limit the Customer’s payment obligations under the Agreement.
14.4 Nothing in the Agreement limits any liability which cannot legally be limited, including but not limited to liability for:
(a) death or personal injury caused by negligence; and
(b) fraud or fraudulent misrepresentation.
14.5 Subject to clause 14.2 and clause 14.4, Sensat’s total liability to the Customer:
(a) for damage to property caused by the negligence of its employees and agents in connection with the Agreement shall not exceed an amount equivalent to one million pounds sterling (£1,000,000) for any one event or series of connected events;
(b) for all other loss or damage which does not fall within clause 14.5(a) shall not exceed an amount equal to one hundred and twenty-five per cent (125%) of the Charges.
14.6 Subject to clause 14.2 to clause 14.4 (inclusive), Sensat shall not be liable to the Customer for any indirect or consequential loss, damage or expense arising out of or in connection with the Agreement, including, but not limited to, loss of production, loss of profit, loss of contracts, loss of business, deletion of goodwill, loss of goods, corruption of data or information, wasted expenditure, any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses and loss of use.
14.7 Unless the Customer notifies Sensat that it intends to make a claim in respect of an event within the notice period, Sensat shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire twelve (12) months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
15. Statutory and other regulations
If the cost to Sensat of performing its obligations under the Agreement is increased or reduced by reason of the making or amendment after the date of Agreement of any law or of any order, regulation, code or standard, the amount of such increase or reduction shall be added to or deducted from the Charges as the case may be.
The Customer shall not, without the prior written consent of Sensat, at any time from the date of the Agreement to the expiry of 12 months after the termination or expiry of the Agreement, solicit or entice away from Sensat or employ or attempt to employ any person who is, or has been, engaged as an employee of Sensat in the provision of the Services.
17.1 Each party shall, at any time during the Agreement, and for a period of two (2) years after termination or expiry of the Agreement, keep in strict confidence all information in whatever form (including in written, oral, visual or electronic form, or on tape or disk) relating to the other party including, but not limited to, technical or commercial know-how, specifications, inventions, processes or initiatives, which have been disclosed to one party by the other, its employees, agents or subcontractors and any other confidential information concerning each party’s business or products which the other party may obtain.
17.2 Each party shall restrict disclosure of such confidential material to such of its Affiliates, employees, agents or subcontractors on a need to know basis for the sole purpose of discharging the parties’ obligations to the other, and shall ensure that such employees, agents or sub-contractors are subject to obligations of confidentiality corresponding to those which bind that party.
17.3 No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Agreement.
18. Data protection
18.1 For the purposes of this clause 18, the terms controller, processor, data subject, personal data, personal data breach and processing shall have the meaning given to them in the UK GDPR.
18.2 Both parties will comply with all applicable requirements of the Applicable Data Protection Laws. This clause 18 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under Applicable Data Protection Laws.
18.3 Without prejudice to clause 18.2, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of Sensat Personal Data and Customer Personal Data to Sensat and lawful collection of the same by Sensat for the duration and purposes of the Agreement.
18.4 Without prejudice to clause 18.2, Sensat shall, in relation to Customer Personal Data:
(a) process that Customer Personal Data only on the documented instructions of the Customer unless Sensat is required by Applicable Data Protection Laws to otherwise process that Customer Personal Data. Where Sensat is relying on Applicable Data Protection Laws as the basis for processing Customer Personal Data, Sensat shall notify the Customer of this before performing the processing required by the Applicable Data Protection Laws unless those Applicable Data Protection Laws prohibit Sensat from so notifying the Customer on important grounds of public interest;
(b) implement technical and organisational measures to protect against unauthorised or unlawful processing of Customer Personal Data and against accidental loss or destruction of, or damage to, Customer Personal Data;
(c) ensure that any personnel engaged and authorised by Sensat to process Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality;
(d) notify the Customer without undue delay on becoming aware of a personal data breach involving the Customer Personal Data;
(e) at the written direction of the Customer, delete or return Customer Personal Data and copies thereof to the Customer on termination of the Agreement unless Sensat is required by Applicable Data Protection Laws to continue to process that Customer Personal Data. For the purposes of this clause 18.4(e), Customer Personal Data shall be considered deleted where it is put beyond further use by Sensat.
18.5 The Customer provides its prior, general authorisation for Sensat to:
(a) appoint processors to process the Customer Personal Data, provided that Sensat shall ensure that the terms on which it appoints such processors comply with Applicable Data Protection Laws and shall remain responsible for the acts and omissions of any such processor as if they were the acts and omissions of Sensat.
(b) transfer Customer Personal Data outside of the UK as required, provided that Sensat shall ensure that all such transfers are effected in accordance with Applicable Data Protection Laws. For these purposes, the Customer shall promptly comply with any reasonable request of Sensat, including any request to enter into standard data protection clauses adopted by the EU Commission from time to time (where the EU GDPR applies to the transfer) or adopted by the Commissioner from time to time (where the UK GDPR applies to the transfer).
18.6 Either party may, at any time on not less than 30 days’ notice, revise this clause 18 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to the Agreement).
19.1 A waiver of any right or remedy under the Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
19.2 A failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.
20.1 If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Agreement.
20.2 If any provision or part-provision of the Agreement is deemed deleted under clause 20.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
21. Entire Agreement
21.1 The Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. The Agreement and its terms and provisions shall continue to apply even if Sensat provides the Services without reserving its position or referring back to the Agreement and its terms and conditions.
21.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Agreement.
Neither party will assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement without the other party’s prior written consent (such consent not to be unreasonably withheld or delayed), provided that this clause 22 shall not apply where Sensat has indicated to the Customer at the date of the Agreement that it intends to subcontract part or all of the Services to one of its Affiliates, third party suppliers or subcontractors.
23. No partnership or agency
23.1 Nothing in the Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
23.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.
24. Rights of third parties
24.1 The Agreement does not confer any rights on any person or party (other than the parties to the Agreement and, where applicable, their successors and permitted assigns).
24.2 The rights of the parties to rescind or vary the Agreement are not subject to the consent of any other person.
25.1 Notice given under the Agreement shall be in writing, sent for the attention of the person, and to the address or email address given in the Agreement (or such other address or email address as the relevant party may notify to the other party) and shall be delivered personally, sent by email or sent by pre-paid, first-class post or recorded delivery.
25.2 A notice is deemed to have been received, if delivered personally, at the time of delivery, in the case of pre-paid first class post or recorded delivery, 48 hours from the date of posting and in the case of email, at the time of transmission and, if deemed receipt under this clause 25 is not within normal business hours (meaning 8.30 am to 5.30 pm Monday to Friday on a day that is a Business Day), at 8.30 am on the first business day following delivery. To prove service, it is sufficient to prove that, in the case of post, that the envelope containing the notice was properly addressed and posted, or in the case of email, to show that the notice was transmitted by email to the email address of the other party.
25.3 This clause 25 does not apply to the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
26. Dispute Resolution Process
26.1 If a dispute arises out of or in connection with the Agreement or the performance, validity or enforceability of it (a "Dispute") then except as expressly provided in the Agreement, the parties shall follow the procedure set out in this clause 26:
(a) either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (a "Dispute Notice"), together with relevant supporting documents. On service of the Dispute Notice, the Customer’s Project Manager (or equivalent) and Sensat’s VP of Sales or Chief Data Officer (or equivalent), as applicable, of Sensat shall attempt in good faith to resolve the Dispute;
(b) if the Customer’s Project Manager (or equivalent) and Sensat’s VP of Sales or Chief Data Officer (or equivalent), as applicable, are for any reason unable to resolve the Dispute within thirty (30) days of service of the Dispute Notice, the Dispute shall be referred to the Customer’s Managing Director (or equivalent) and Sensat’s CEO who shall attempt in good faith to resolve it;
(c) if the Customer’s Managing Director (or equivalent) and Sensat’s CEO are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator shall be nominated by CEDR. To initiate the mediation, a party must serve notice in writing (an "ADR notice") to the other party to the Dispute, requesting a mediation. A copy of the ADR notice should be sent to CEDR. The mediation will start not later than sixty (60) days, or such date as agreed between the Customer and Sensat, after the date of the ADR notice.
26.2 The commencement of mediation shall not prevent the parties commencing or continuing court proceedings in relation to the Dispute under clause 27 which clause shall apply at all times.
27. Law and Jurisdiction
27.1 The Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
27.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Agreement or its subject matter or formation.