V.0.2

THESE TERMS GOVERN A CUSTOMER’S PURCHASE AND USE OF SENSIGHT. CUSTOMERS AGREE TO THESE TERMS BY EXECUTING AN ORDER FORM THAT REFERENCES THEM.

These terms were last updated on 24 March 2022. This Agreement is effective between the Customer and Sensyne as of the date of the Customer’s signature of the corresponding Order Form (the “Effective Date”). Capitalised terms have the meanings given in clause ‎16.

• 1. User Subscriptions
• ~1.1 Subject to the Customer purchasing the User Subscriptions in accordance with clause ‎7.1, the restrictions set out in this clause ‎1 and the other terms and conditions of this Agreement, Sensyne hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to use the Services and the Documentation during the term of this Agreement solely for the Customer's internal business operations.
• ~1.2 In relation to the Authorised Users, the Customer undertakes that:
• ~~(a) the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;
• ~~(b) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless Sensyne has reassigned it in its entirety to another Authorised User (such assignment being subject to Sensyne’s reasonable discretion), in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation;
• ~~(c) each Authorised User shall keep a secure password for their use of the Services and Documentation and that each Authorised User shall keep their password confidential;
• ~~(d) it shall maintain a written, up to date list of current Authorised Users and provide such list to Sensyne within five (5) Business Days of Sensyne's written request;
• ~~(e) it shall permit Sensyne or Sensyne's designated auditor to audit the Services, in order to establish the name and password of each Authorised User, and the Customer's data processing facilities to audit compliance with this Agreement. Each such audit may be conducted no more than once per quarter, at Sensyne's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer's normal conduct of business;
• ~~(f) if any of the audits referred to in clause ‎1.2(e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to Sensyne's other rights, the Customer shall promptly disable such passwords and Sensyne shall not issue any new passwords to any such individual; and
• ~~(g) if any of the audits referred to in clause ‎1.2(e) reveal that the Customer has underpaid the Subscription Fees to Sensyne, then without prejudice to Sensyne's other rights, the Customer shall pay to Sensyne an amount equal to such underpayment as calculated in accordance with the prices set out in the corresponding Order Form within ten (10) Business Days of the date of the relevant audit.
• ~1.3 The Customer shall not access, store, distribute or transmit any material during the course of its use of the Services that:
• ~~(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
• ~~(b) facilitates illegal activity;
• ~~(c) depicts sexually explicit images;
• ~~(d) promotes unlawful violence;
• ~~(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
• ~~(f) is otherwise illegal or causes damage or injury to any person or property. Sensyne reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause.
• ~1.4 The Customer shall not:
• ~~(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement:
• ~~~(i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of Sensight, the Sensight Data and/or Documentation (as applicable) in any form or media or by any means; or
• ~~~(ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of Sensight or the Sensight Data; or
• ~~(b) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
• ~~(c) use the Services and/or Documentation to provide services to third parties; or
• ~~(d) subject to clause ‎14.9, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or
• ~~(e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause ‎1;
• ~~(f) introduce or permit the introduction of, any Virus or Vulnerability into Sensyne's network and information systems; or
• ~~(g) use Sensight or Sensight Data in isolation when considering trial recruitment or any other aspect of trial design. 
• ~1.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Sensyne.
• ~1.6 The rights provided under this clause ‎1 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
• 2. Services
• ~2.1 Sensyne shall, during the term of this Agreement, provide the Customer with access to, and use of, Sensight and the Documentation, subject to the terms of this Agreement.
• ~2.2 Sensyne shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:
• ~~(a) planned maintenance carried out during Sensyne’s planned maintenance windows, provided that Sensyne has used reasonable endeavours to give the Customer at least five (5) days notice in advance; and
• ~~(b) unscheduled maintenance, provided that Sensyne has used reasonable endeavours to give the Customer at least six (6) hours' notice in advance.
• ~2.3 Sensyne will, as part of the Services and at no additional cost to the Customer, provide the Customer with Sensyne’s standard customer support services during Business Hours. The customer support services will include a support portal, for the submission by the Customer of support requests. Sensyne may, in its sole and absolute discretion, amend the features and support services provided for Sensight from time to time, as long as such amendments do not materially diminish the then current level of support.
• ~2.4 Sensyne will provide the Customer with the access credentials for each Authorised User following: (i) the Customers provision of such details for each Authorised User as Sensyne reasonably requests (including name and email address); and (ii) the Authorised User’s completion of training and onboarding for Sensight.
• 3. Data protection
• ~3.1 Both Parties will comply with all applicable requirements of the Data Protection Legislation.
• ~3.2 The Parties have determined that, for the purposes of in the Data Protection Legislation, Sensyne shall act as controller (as such term is defined in the UK GDPR) of certain personal data relating to the Authorised Users use of Sensight. Sensyne will process such personal data in accordance with the terms of Sensyne’s privacy policy (https://www.sensynehealth.com/website-policies/privacy-policy). 
• 4. Sensyne’s obligations
• ~4.1 Sensyne warrants that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.
• ~4.2 The warranty at clause ‎4.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Sensyne's instructions, or modification or alteration of the Services by any party other than Sensyne or Sensyne's duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Sensyne will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause ‎4.1.  
• ~4.3 Sensyne:
• ~~(a) does not warrant that:
• ~~~(i) the Customer's use of the Services will be uninterrupted or error-free; or
• ~~~(ii) that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer's requirements; or
• ~~~(iii) Sensight or the Services will be free from Vulnerabilities or Viruses; or
• ~~~(iv) Sensight, Documentation or Services will comply with any Heightened Cybersecurity Requirements.
• ~~(b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
• ~4.4 This Agreement shall not prevent Sensyne from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.
• ~4.5 Sensyne warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement.
• 5. Customer's obligations
• ~5.1 The Customer shall:
• ~~(a) provide Sensyne with:
• ~~~(i) all necessary co-operation in relation to this Agreement; and
• ~~~(ii) all necessary access to such information as may be required by Sensyne; in order to provide the Services, including but not limited to security access information and configuration services;
• ~~(b) without affecting its other obligations under this Agreement, comply with all applicable laws and regulations with respect to its activities under this Agreement;
• ~~(c) carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, Sensyne may adjust any agreed timetable or delivery schedule as reasonably necessary;
• ~~(d) ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this Agreement and the Terms of Use and shall be responsible for any Authorised User's breach of this Agreement and the Terms of Use;
• ~~(e) obtain and maintain all necessary licences, consents, and permissions necessary for Sensyne, its contractors and agents to perform their obligations under this Agreement, including without limitation the Services;
• ~~(f) ensure that its network and systems comply with the relevant specifications provided by Sensyne from time to time; and
• ~~(g) be, to the extent permitted by law and except as otherwise expressly provided in this Agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Sensyne's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
• 6. Export 
• ~6.1 Neither Party shall export, directly or indirectly, any technical data acquired from the other party under this Agreement (or any products, including software, incorporating any such data) in breach of any applicable laws or regulations (“Export Control Laws”), including United States export laws and regulations, to any country for which the government or any agency thereof at the time of export requires an export licence or other governmental approval without first obtaining such licence or approval.
• ~6.2 Each Party undertakes:
• ~~(a) contractually to oblige any third party to whom it discloses or transfers any such data or products to make an undertaking to it in similar terms to the one set out above; and
• ~~(b) if requested, to provide the other party with any reasonable assistance, at the reasonable cost of the other party, to enable it to perform any activity required by any competent government or agency in any relevant jurisdiction for the purpose of compliance with any Export Control Laws.
• 7. Charges and payment
• ~7.1 The Customer shall pay the Subscription Fees to Sensyne for the Services in accordance with this clause ‎7 and the corresponding Order Form.
• ~7.2 The Customer shall, on the Effective Date, provide Sensyne with all billing information Sensyne requests. Sensyne will invoice the Customer annually in advance for the Subscription Fees, commencing on the Effective Date and the Customer shall pay each invoice immediately upon receipt of such invoice.
• ~7.3 If Sensyne has not received payment within thirty (30) days after the due date, and without prejudice to any other rights and remedies of Sensyne:
• ~~(a) Sensyne may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and Sensyne shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
• ~~(b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of Sensyne's bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
• ~7.4 All amounts and fees stated or referred to in this Agreement:
• ~~(a) shall be payable in pounds sterling;
• ~~(b) are, subject to clause ‎11.3(b), non-cancellable and non-refundable;
• ~~(c) shall be paid in full without any set-off, counterclaim, deduction or withholding; and
• ~~(d) are exclusive of value added tax, which shall be added to Sensyne's invoice(s) at the appropriate rate.
• 8. Proprietary rights
• ~8.1 The Customer acknowledges and agrees that Sensyne and/or its licensors own all Intellectual Property Rights in the Services, the Sensight Data and the Documentation. Except as expressly stated herein, this Agreement does not grant the Customer any rights to Intellectual Property Rights, or any other rights or licences in respect of the Services, the Sensight Data or the Documentation.
• ~8.2 Sensyne confirms that it has all the rights in relation to the Services, the Sensight Data and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.
• 9. Confidentiality
• ~9.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement.  A party's Confidential Information shall not be deemed to include information that:
• ~~(a) is or becomes publicly known other than through any act or omission of the receiving party;
• ~~(b) was in the other party's lawful possession before the disclosure;
• ~~(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
• ~~(d) is independently developed by the receiving party, which independent development can be shown by written evidence.
• ~9.2 Subject to clause ‎9.4, each party shall hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this Agreement.
• ~9.3 Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.
• ~9.4 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 possible and, where notice of disclosure is not prohibited and is given in accordance with this clause ‎9.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
• ~9.5 The Customer acknowledges that details of the Services, the Sensight Data and the results of any performance tests of the Services, constitute Sensyne's Confidential Information.
• ~9.6 Neither party shall make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
• ~9.7 The above provisions of this clause ‎9 shall survive termination of this Agreement, however arising.
• ~9.8 The Customer shall comply with the Mandatory Policies, in performing its obligations under this Agreement.
• 10. Indemnity
• ~10.1 Sensyne shall defend the Customer, its officers, directors and employees against any claim that the Customer's use of the Services or Documentation in accordance with this Agreement infringes any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, conditional upon:
• ~~(a) the Customer giving Sensyne prompt notice of any such claim;
• ~~(b) the Customer not making any admission, or otherwise attempting to compromise or settle the claim and providing reasonable co-operation to Sensyne in the defence and settlement of such claim, at Sensyne's expense; and
• ~~(c) Sensyne being given sole authority to defend or settle the claim.
• ~10.2 In the defence or settlement of any claim, Sensyne may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this Agreement on 5 Business Days' notice to the Customer. On such event, Sensyne will have no additional liability or obligation to pay liquidated damages or other additional costs to the Customer, other than the refund of any part of the Subscription Fees paid in advance in respect of the period after the effective date of termination.
• ~10.3 In no event shall Sensyne, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:
• ~~(a) a modification of the Services, Sensight Data or Documentation by anyone other than Sensyne; or
• ~~(b) the Customer's use of the Services, Sensight Data or Documentation in a manner contrary to the instructions given to the Customer by Sensyne; or
• ~~(c) the Customer's use of the Services, Sensight Data or Documentation after notice of the alleged or actual infringement from Sensyne or any appropriate authority.
• ~10.4 The foregoing and clause ‎11.3(b) state the Customer's sole and exclusive rights and remedies, and Sensyne's (including Sensyne's employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
• 11. Limitation of liability
• ~11.1 Except as expressly and specifically provided in this Agreement:
• ~~(a) the Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer, and for conclusions drawn from such use. Sensyne shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Sensyne by the Customer in connection with the Services, or any actions taken by Sensyne at the Customer's direction;
• ~~(b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and
• ~~(c) the Services, Sensight Data and the Documentation are provided to the Customer on an "as is" basis.
• ~11.2 Nothing in this Agreement excludes the liability of either Party:
• ~~(a) for death or personal injury caused by their negligence; or
• ~~(b) for fraud or fraudulent misrepresentation.
• ~11.3 Subject to clause ‎11.1 and clause ‎11.2:
• ~~(a) neither Party shall be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement; and
• ~~(b) Sensyne's total aggregate liability in contract (including in respect of the indemnity at clause ‎10.1), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the total Subscription Fees paid for the Services during the 12 months immediately preceding the date on which the claim arose.
• ~11.4 Nothing in this Agreement excludes the liability of the Customer for any breach, infringement or misappropriation of Sensyne’s Intellectual Property Rights.
• 12. Term and termination
• ~12.1 This Agreement commences on the Effective Date and will, unless terminated earlier in accordance with this clause ‎12, continue for the Initial Subscription Term. Thereafter, this Agreement will automatically renew for successive periods of 12 months (each a “Renewal Term”), unless either party notifies the other of termination, in writing, at least 60 days before the end of the Initial Subscription Term, or then current Renewal Term, in which case this Agreement shall terminate upon the expiry of the Initial Subscription Term or then current Renewal Term, as applicable.
• ~12.2 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:
• ~~(a) the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than seven (7) days after being notified in writing (including by email) to make such payment;
• ~~(b) the other party commits a material breach of any other 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 to do so;
• ~~(c) any distress or execution is levied on the other Party's property or if the other Party has a receiver, administrator, administrative receiver or manager appointed over the whole or any part of its assets, becomes insolvent, compounds or makes any arrangement with its creditors, commits any act of bankruptcy, is wound up or goes into liquidation, or if the other Party suffers any analogous proceedings under foreign law, or ceases or threatens to cease to carry on business.
• ~12.3 On termination of this Agreement for any reason:
• ~~(a) all licences granted under this Agreement shall immediately terminate and the Customer shall immediately cease all use of the Services and/or the Documentation; 
• ~~(b) each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party; and
• ~~(c) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.
• ~12.4 In the event that Sensyne determines that, in its reasonable opinion, an Authorised User is in breach of the terms of this Agreement or their obligations under the Terms of Use:
• ~~(a) Sensyne may suspend or terminate the applicable User Subscription; 
• ~~(b) Sensyne shall notify (including by email) the Customer of the breach, Sensyne’s chosen action and (where legally permissible) the reason for such action;
• ~~(c) Sensyne may, in its sole discretion, permit the Customer to reassign the User Subscription to a new Authorised User. Where Sensyne does not permit such reassignment, no refund will be provided by Sensyne for the suspended or terminated User Subscription.
• 13. Publication
• ~13.1 The Customer must submit details of any draft Publication to Sensyne no less than sixty (60) days before the submission or publication date (whichever is earlier).
• ~13.2 Sensyne shall, within sixty (60) days of receiving the draft Publication pursuant to clause ‎13.1, notify the Customer that either:
• ~~(a) the Publication can be Published without amendment; 
• ~~(b) the Customer must delay the proposed Publication for a maximum of three (3) months from the receipt of such notice, if Sensyne determines that such delay is necessary for Sensyne (or their licensors) to seek protection for Intellectual Property Rights. The Customer shall not unreasonably refuse a written request from Sensyne for further delay, in the event that Intellectual Property Rights would otherwise be lost or become incapable of being protected; 
• ~~(c) any Publication would, in Sensyne's reasonable opinion prejudice, hinder or otherwise make more difficult the commercialisation of any of Sensyne’s Intellectual Property Rights; or 
• ~~(d) the Publication must be amended to remove Confidential Information identified by Sensyne. 
• ~13.3 The Customer may Publish provided that they have complied with the terms of this clause ‎13 and the instructions of Sensyne issued under clause ‎13.2.
• 14. Miscellaneous
• ~14.1 Force Majeure: Sensyne shall have no liability to the Customer under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Sensyne or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.
• ~14.2 Variation: No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives). Notwithstanding the foregoing, Sensyne may update these Terms and Conditions and provide notice of the same to the Customer no less than 60 days prior to the Renewal Term and such terms will apply to the Customer’s use of the Services from the following Renewal Term onwards.
• ~14.3 Waiver: No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
• ~14.4 Rights and Remedies: Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
• ~14.5 Severance:
• ~~(a) If any provision or part-provision of this 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 this Agreement.
• ~~(b) If any provision or part-provision of this Agreement is deemed deleted under clause ‎14.6 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.
• ~14.6 Sensight Data: The Sensight Data available to all users of Sensight may change during the term of this Agreement and Sensyne shall use reasonable endeavours to notify the Customer in advance of such changes.
• ~14.7 Entire Agreement and Order of Precedence:
• ~~(a) This 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.
• ~~(b) Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.
• ~~(c) The parties agree that any term or condition stated in a Customer purchase order or in any other Customer order documentation (excluding Order Forms) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form, (2) this Agreement, and (3) the Documentation.
• ~14.8 Assignment:
• ~~(a) The Customer shall not, without the prior written consent of Sensyne, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
• ~~(b) Sensyne may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
• ~14.9 No partnership or agency: Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
• ~14.10 Third party rights: This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
• ~14.11 Counterparts: 
• ~~(a) This Agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
• ~~(b) Transmission of an executed counterpart of this Agreement by email (in PDF, JPEG or other agreed format) shall take effect as the transmission of an executed "wet-ink" counterpart of this Agreement.
• ~~(c) No counterpart shall be effective until each party has provided to the other at least one executed counterpart.
• ~14.12 Notices
• ~~(a) Any notice required to be given under this Agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this Agreement, or such other address as may have been notified by that party for such purposes.
• ~~(b) A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first Business Day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post.
• ~14.13 Authority: The signatory to the Order represents that they have the authority to bind the Customer. If the individual accepting this Agreement does not have such authority, they must not accept this Agreement and are not permitted to use the Services.
• ~14.14 Survival: Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this agreement shall remain in full force and effect.‍

• 15. Governing law and Jurisdiction

• ~~15.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
• ~~15.2 The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
• 16. Definitions and Interpretation
• ~~16.1 The definitions and rules of interpretation in this clause apply in this Agreement.
• ~~~“Agreement” means these terms and conditions and the associated Order Form(s).
• ~~~“Authorised Users” means those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services and the Documentation, as further described in clause ‎1.2(d).
• ~~~“Business Day” means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
• ~~~“Business Hours” means 9.00 am to 5.30 pm local UK time, each Business Day.
• ~~~“Change of Control” means the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company, and controls, controlled and the expression change of control shall be construed accordingly.
• ~~~“Confidential Information” means information that would be regarded as confidential by a reasonable business person, including: (i) the terms of this Agreement; (ii) all know-how relating to the nature, manufacture or sale of Sensight or the Services; and (iii) information identified as Confidential Information in clause ‎9.5.
• ~~~“Data Protection Legislation” means  all applicable data protection and privacy legislation in force from time to time in the UK including the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder), the UK GDPR (as such term is defined in the DPA 2018);  and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended 
• ~~~“Documentation” means the documents made available to the Customer by Sensyne from time to time which sets out a description of the Services and the user instructions for the Services.
• ~~~“Effective Date” has the meaning given at the top of page 1 of this Agreement.
• ~~~“Export Control Laws” has the meaning given in clause ‎6.1.
• ~~~“Heightened Cybersecurity Requirements” means any laws, regulations, codes, guidance (from regulatory and advisory bodies, whether mandatory or not), international and national standards, industry schemes and sanctions, which are applicable to either the Customer or an Authorised User (but not Sensyne) relating to security of network and information systems and security breach and incident reporting requirements, which may include the cybersecurity Directive ((EU) 2016/1148), Commission Implementing Regulation ((EU) 2018/151), the Network and Information systems Regulations 2018 (SI 506/2018), all as amended or updated from time to time.
• ~~~“Initial Subscription Term” means the period, commencing on the Effective Date, specified in the applicable Order Form.
• ~~~“Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, 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. 
• ~~~“Mandatory Policies” means Sensyne’s business policies provided to the Customer prior to the Effective Date, as amended by notification to the Customer from time to time.
• ~~~“Order Form” means Sensyne’s standard ordering document for the purchase of SENSIGHT User Subscriptions, as entered into between the parties.
• ~~~“Publish” or “Publication” or “Publishing” means the publication of an abstract, article or paper in a journal or an electronic repository, or its presentation at a conference or seminar concerning or relating to the results of any research or other work conducted pursuant to this Agreement or its submission or disclosure to any third party with a view to making such a publication or presentation.
• ~~~“Reports” means those reports generated by the Customer, using the proprietary functionality of Sensight.
• ~~~“Sensight” means the online software applications provided by Sensyne as part of the Services.
• ~~~“Sensight Data” means the information made available to the Customer through Sensight, the data generated by the Customer’s use of Sensight, and any Reports generated by the Customer.
• ~~~“Services” means the subscription services provided by Sensyne to the Customer under this Agreement for access to Sensight and the Sensight Data, as more particularly described in the Documentation.
• ~~~“Subscription Fees” means the fees payable by the Customer to Sensyne for the User Subscriptions. The Subscription Fees as of the Effective Date are set out in the Order Form.
• ~~~“Terms of Use” means the terms of use provided to each Authorised User during their registration to Sensight.
• ~~~“User Subscriptions” means the user subscriptions purchased by the Customer pursuant to clause ‎7.1 which entitle Authorised Users to access and use the Services and the Documentation in accordance with this Agreement.
• ~~~“Virus” means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
• ~~~“Vulnerability” means a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.
• ~16.2 Clause headings shall not affect the interpretation of this Agreement.
• ~16.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.
• ~16.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
• ~16.5 Unless the context otherwise requires, words in the singular shall include the plural and vice versa, and references to one gender shall include a reference to the others. 
• ~16.6 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this Agreement and shall include all subordinate legislation made as at the date of this Agreement under that statute or statutory provision.
• ~16.7 A reference to writing or written does not include e-mail, unless expressly stated otherwise.
• ~16.8 References to clauses are to the clauses of this Agreement.
• ~16.9 The term “including” shall be construed without implying limitation (and variants of “including” shall be interpreted accordingly).