Terms of Service

Terms and Conditions of Sale (B2B)

Definitions and interpretation
- In these Conditions the following definitions apply:

Acceptable Use Policy means AVERIO’s acceptable use policy, as amended or adapted from time to time and provided to AVERio’s customers generally;

Affiliate	means any entity that directly or indirectly Controls, is Controlled by or is under common Control with, another entity;
App	means the AVERio Alerts mobile application software and web application
Applicable Law	means all applicable laws, legislation, statutory instruments, regulations and governmental guidance having binding force whether local or national or international in any relevant jurisdiction;
AVERio	means Smart Sense Solutions Limited trading as AVERio a company incorporated in England and Wales, whose registered number is 14012207 and whose registered office is at Initial Business Centre, Wilson Business Park, Manchester, United Kingdom, M40 8WN;
AVERio Email Service Address	means AVERio’s email service address set out in the Order;
AVERio Personnel	all employees, officers, staff, other workers, agents and consultants of AVERio, its Affiliates and any of their sub-contractors who are engaged in the performance of the Servicesfrom time to time;

Billing Date	means the date upon which the Service Charge is due;
Billing Period	means (i) initially the period starting on the date when an Order is placed and ending on the day immediately preceding the next Billing Date, and (ii) thereafter, the period starting on a Billing Date and ending on the earlier of the next Billing Date of the date of termination or expiration of the Services;
Bribery Laws	means the Bribery Act 2010 and all Applicable Laws in connection with bribery or anti-corruption;
Commencement Date	means the commencement date set out in the Order;
Conditions	means AVERIO’s terms and conditions of sale set out in this document;
Confidential Information	means any commercial, financial or technical information, information relating to the Deliverables, plans, know-how or trade secrets which is obviously confidential in nature or has been identified as confidential, or which is developed by the Customer in performing its obligations under, or otherwise pursuant to the Contract;
Contract	means this agreement between AVERio and the Customer for the sale and purchase of the Deliverables incorporating these Conditions and the Order;
Control	has the meaning given to it in section 1124 of the Corporation Tax Act 2010 and Controls, Controlledand under common Control shall be construed accordingly;
Controller	shall have the meaning given in applicable Data Protection Laws from time to time;
Customer	means, as applicable, the named party in the Contract which has agreed to purchase the Deliverables from AVERio and whose details are set out in the Order; the Service User, or where you are accessing the Services on behalf of the Customer such other person;
Customer Email Service Address	means the customer email service address set out in the Order;
Customer Data	means the data imputed by the Customer or AVERio on the Customer’s behalf for the purpose of using the Services or facilitating the Customer’s use of the Services;
Data Protection Laws	means, as binding on either party or the Deliverables: (a) the GDPR; (b) the Data Protection Act 2018; (c) any laws which implement or supplement any such laws; and (d) any laws that replace, extend, re-enact, consolidate or amend any of the foregoing;
Data Protection Supervisory Authority	means any regulator, authority or body responsible for administering Data Protection Laws;
Data Subject	shall have the meaning in applicable Data Protection Laws from time to time;
Deliverables	means the Goods or Services or both as the case may be;
Documentation	means any descriptions, instructions, manuals, literature, technical details or other related materials supplied in connection with the Deliverables;
Force Majeure	means an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under the Contract including an act of God, fire, flood, lightning, earthquake or other natural disaster, pandemic, epidemic, war, riot or civil unrest, interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service, or material required for performance of the Contract, strike, lockout or boycott or other industrial action including those involving AVERio’s or its suppliers’ workforce, but excluding the Customer’s inability to pay or circumstances resulting in the Customer’s inability to pay;
GDPR	means the General Data Protection Regulation, Regulation (EU) 2016/679, as it forms part of domestic law in the United Kingdom by virtue of section 3 of the European Union (Withdrawal) Act 2018 (including as further amended or modified by the laws of the United Kingdom or of a part of the United Kingdom from time to time);
Goods	means the goods and related accessories, spare parts and Documentation and other physical material set out in the Order and to be supplied by AVERio to the Customer in accordance with the Contract;
Intellectual Property Rights	means copyright, patents, know-how, trade secrets, trade marks, trade names, design rights, rights in get-up, rights in goodwill, rights in software, rights in Confidential Information, rights to invention, rights to sue for passing off, domain names and all other intellectual property rights and similar rights and, in each case: (a) whether registered or not (b) including any applications to protect or register such rights (c) including all renewals and extensions of such rights or applications (d) whether vested, contingent or future (e) to which the relevant party is or may be entitled, and (f) in whichever part of the world existing;

International Organisation	has the meaning given in the applicable Data Protection Laws from time to time;
Location	means the address or addresses for delivery of the Goods and performance of the Services as set out in the Order;
Modern Slavery Policy	means AVERio’s anti-slavery and human trafficking policy in force and notified to the Customer from time to time;
MSA Offence	has the meaning given in clause 13.2.1;
Order	means the Customer’s order for the Deliverables in substantially the same form as set out in the Customer’s order form;
Personal Data	has the meaning given in the applicable Data Protection Laws from time to time;
Personal Data Breach	has the meaning given in the applicable Data Protection Laws from time to time;
Price	has the meaning given in clause 6.1;
processing	has the meaning given to it in applicable Data Protection Laws from time to time (and related expressions, including process, processed, and processes shall be construed accordingly);
Processor	has the meaning given to it in applicable Data Protection Laws from time to time;
Protected Data	means Personal Data received from or on behalf of the Customer in connection with the performance of AVERio’s obligations under the Contract;
Services	means the services set out in the Order or as amended in writing between the parties from time to time, and to be supplied by AVERio to the Customer in accordance with the Contract;
Service Charge	means the regular payment paid each Billing Date to cover the cost of the Services;
Service User	means the individual who benefits from the Goods. This is where the Goods are installed;

Software	means the online software applications provided by AVERio as part of the Services. For the avoidance of doubt this includes the App.
Specification	means the description or Documentationprovided for the Deliverables set out or referred to in the Contract;
Sub-Processor	means any agent, subcontractor or other third party (excluding its employees) engaged by AVERio for carrying out any processingactivities on behalf of the Customer in respect of the Protected Data;
Subscription Term [Term]	has the meaning given in the Order;

VAT	means value added tax under the Value Added Tax Act 1994 or any other similar sale or fiscal tax applying to the sale of the Deliverables; and
Warranty Period	has the meaning given in clause 11.1.

Interpretation. In these Conditions, unless the context otherwise requires:

a reference to the Contract includes these Conditions, the Order, and their respective schedules, appendices and annexes (if any);
any clause, schedule or other headings in these Conditions are included for convenience only and shall have no effect on the interpretation of these Conditions;
a reference to a ‘party’ means either AVERio or the Customer and includes that party’s personal representatives, successors and permitted assigns;
a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;
a reference to a ‘company’ includes any company, corporation or other body corporate, wherever and however incorporated or established;
a reference to a gender includes each other gender;
words in the singular include the plural and vice versa;
any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;
a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form [(excluding email);]
a reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time;
a reference to legislation includes all subordinate legislation made from time to time under that legislation; and
a reference to any English action, remedy, method of judicial proceeding, court, official, legal document, legal status, legal doctrine, legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English equivalent in that jurisdiction.

Application of these conditions
- These Conditions apply to and form part of the Contract between AVERio and the Customer. They supersede any previously issued terms and conditions of purchase or supply.
- No terms or conditions endorsed on, delivered with, or contained in the Customer’s purchase conditions, order, confirmation of order, specification or other document shall form part of the Contract except to the extent that AVERio otherwise agrees in writing.
- No variation of these Conditions or to an Order or to the Contract, shall be binding unless expressly agreed in writing and executed by a duly authorised signatory on behalf of each of the Customer and AVERio respectively.
- Each Order by the Customer to AVERio shall be an offer to purchase the Deliverables subject to the Contract including these Conditions. If AVERio is unable to accept an Order, it shall notify the Customer as soon as reasonably practicable.
- The offer constituted by an Order shall remain in effect and capable of being accepted by AVERio for [insert number] Business Days from the date on which the Customer submitted the Order, after which time it shall automatically lapse and be withdrawn.
- AVERio may accept or reject an Order at its discretion. An Order shall not be accepted, and no binding obligation to supply any Deliverables shall arise, until the earlier of; (i) AVERio’s written acceptance of the Order; or (ii) AVERio delivering or performing the Deliverables or notifying the Customer that they are ready to be delivered or performed (as the case may be).
- Rejection by AVERio of an Order, including any communication that may accompany such rejection, shall not constitute a counter-offer capable of acceptance by the Customer.
- AVERio may issue quotations to the Customer from time to time. Quotations are invitations to treat only. They are not an offer to supply Deliverables and are incapable of being accepted by the Customer.
- Marketing and other promotional material relating to the Deliverables are illustrative only and do not form part of the Contract.

The Services
- Subject to payment of all Fees due and payable pursuant to this Contract, AVERio will provide the Customer with the Services, including Deliverables for the period specified in the Order, unless otherwise agreed by the Customer and AVERio, subject to the Customer fulfilling its obligations under clause [ ].
- AVERio shall perform the Services and use commercially reasonable endeavours to deliver any Deliverables to the Customer in all material respects in accordance with this Contract.
- The Services use the same mobile network infrastructure as mobile telephones, the cost of which is included in the Service Charge. The Customer acknowledges and accepts that the Services will not trigger an alarm when there is no network coverage.
- [The Vayyar fall sensor] can detect falls. If a hard fall is detected, the AVERio system automatically calls and sends an SMS text to the Customer’s nominated number to notify the Cutomer. Like most similar devices on the market, it cannot be guaranteed that it is able to detect all falls and AVERio make no claim that it is able to. The Customer should never rely on this system to make a call and the Customer should always call the emergency services in accordance with clause 3.5.
- The Customer should always call the emergency services in the first instance if (i) the Customer requires immediate assistance in person; (ii) there is any delay in the AVERio System, Services, sensors including fall sensors triggering an alarm; or (iii) there is a mobile network outage. If the Customer has any concerns about network coverage in the Customer’s location , please email AVERio at [email protected].
- AVERio may make changes to the Services which are necessary to comply with any applicable law, regulation or safety requirement. AVERio will notify you of these changes in writing within a reasonable period of time. For the avoidance of doubt, the Customer’s continued use of the Services shall be taken as acceptance of such changes to the Services.
- AVERio shall use reasonable endeavours to ensure that any routine work or upgrade to the Services causes minimum disruption to the provision of the Services and the Customer’s business.
- The provision of the Services will at all times be subject to any downtime and/or interruptions caused by computer or software failure or routine or emergency maintenance by AVERio, the Customer or by third parties. In such instances, it may be necessary to withdraw the Services in whole or in part.
- Where circumstances under clause 3.8 and 3.10 occur AVERio shall not be held liable and the Customer shall not make any claim against AVERio for losses howsoever caused.
- Where Services are unavailable due to third party acts or omissions or where factors are outside the control of AVERio, including without limitation the withdrawal of support by its licensors and business partners, virus attack and system sabotage, AVERio shall use reasonable endeavours to have such support reinstated as soon as is reasonably practicable but provides no guarantee. Any such work or remedy shall be at the Customer’s cost unless it is due to AVERIO’s negligence.
- AVERio shall not be liable to the Customer if for any reason the Services are unavailable at any time or for any period and for any reason.
- AVERio and other third party suppliers, may from time to time modify, add to or remove aspects of the Services.
- The App will not function properly if the Customer’s device is broken or powered off, if the App software is not enabled, if any hardware or software on the Customer’s device prevents the App from operating as intended or lacks signal or data connectivity. The maintenance of the Customer’s mobile and computer devices is the Customer’s responsibility.
- The Customer acknowledges that the App and Services have not been developed to meet the Customer’s individual requirements, and that it is therefore the Customer’s responsibility to ensure that the facilities and functions of the App and Services meet the Customer’s
- All information contained on the Services (including the Website, the App and the Software), including medical information, location, information, alerts sent to caregivers is only for caregivers information and not to be perceived as a communication on the Customer’s behalf. AVERio does not assume any liability for inaccuracies or mistakes in the operation of the alert as it may pertain to the Service User’s health or overall wellbeing. AVERio also does not assume any liability due to a fall or a seizure. The Service is simply provided to alert the Customer, not to give specifics on the severity of any such accident or fall.
- The App, Software and Services are specifically designed for use in the United Kingdom and if the Customer uses them elsewhere the Customer should check in that country or region that it is appropriate and lawful for the Customer to do so.
- By using the App, Software or any of the Services, the Customer consents to AVERio collecting and using technical information about the Customer’s device(s) and related software, hardware for Services that are internet based or wireless to improve AVERio’s products and to provide any Services to the Customer.
- To use the Services via the App, the App and Service requires [ ] operating systems.

Licence restrictions

4.1 The Customer agrees that it will:

not rent, lease, sub-license, loan, provide, or otherwise make available, the App or the Software in any form, in whole or in part to any person without prior written consent from AVERio;
not copy the App, [Documentation] or Software, except as part of the normal use of the App and Software or where it is necessary for the purpose of back-up or operational security;
not translate, merge, adapt, vary, alter or modify, the whole or any part of the App, [Documentation] or Software nor permit the App or the Software or any part of them to be combined with, or become incorporated in, any other programs, except as necessary to use the App and the Software on devices as permitted in these Conditions;
not disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the App or the Software nor attempt to do any such things, except to the extent that (by virtue of sections 50B and 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are necessary to decompile the App to obtain the information necessary to create an independent program that can be operated with the App or with another program (Permitted Objective), and provided that the information obtained by you during such activities:

is not disclosed or communicated without our prior written consent to any third party to whom it is not necessary to disclose or communicate it in order to achieve the Permitted Objective; and
is not used to create any software that is substantially similar in its expression to the App or Software;
is kept secure; and
is used only for the Permitted Objective;
- comply with all applicable technology control or export laws and regulations that apply to the technology used or supported by the App or any Service.

5 Customer’s Obligations

5.1 The Customer shall:

5.1.1 provide (or procure the provision to AVERio of) all reasonable access, documentation, information and other assistance as is reasonably required by AVERio for the provision of the Deliverables in a timely manner;

5.1.2 maintain, and procure that its employees, agents and any other approved third parties, maintain the confidentiality of all passwords issued for each person utilising or accessing the Deliverables from time to time (the Customer is responsible for all use of such passwords, whether or not such use was actually or expressly authorised by the Customer). If the Customer ever feels the security of its account has been compromised, then please contact AVERio immediately. AVERio will take all necessary steps with the account to restore security, which may involve the deletion of the account. Please note that AVERio cannot guarantee the retention and accuracy of information held on deleted accounts being transferred to a new account;

5.1.3 co-operate with AVERio in good faith in all matters relating to the Deliverables and provide AVERio and its authorised employees and representatives with all information required to perform the Deliverables;

comply with all applicable laws and regulations applicable to the Customer’s use of the Deliverables;
only make use of the Deliverables for a legitimate and lawful purpose;
allow AVERio to have access to the Customer’s AVERio account and data within for the purposes of essential support and training with the Customer;
ensure that all information provided to AVERio is accurate and that the Customer shall email AVERio if there are any amendments to the details provided.It is the Customer’s responsibility to ensure that any information it provides is accurate;
comply with the Acceptable Use Policy;
obtain the consent of individuals whose personal data are to be held on the user registration pages or data history stored on each AVERio account and the Software;
obtain and maintain all necessary licences, consents and permissions necessary for AVERio and AVERio Personnel to perform their obligations under this Contract, including without limitation the Services; and
ensure that all authorised users use the Services and Documentation in accordance with these Condition and shall be responsible for any authorised users breach of this Contract.

The Customer is responsible for any consents and notices required to permit the Customer’s use and receipt of the Deliverables.
The Customer shall indemnify, keep indemnified and hold harmless AVERio from and against any losses, claims, damages, liability, data protection losses, costs (including legal and other professional fees) and expenses incurred by it or its Affiliates as a result of the Customer’s breach of this Contract. This clause 5.3 shall survive termination or expiry of this Contract.

Price
- The price for the Deliverables shall be as set out in the Order or, where no such provision is set out, shall be as advised by AVERio from time to time before the date the Order is placed (the Price).
- The Prices are exclusive of (i) [packaging, delivery, insurance, shipping carriage, and all other related charges or taxes or describe relevant elements of the goods and services which are not included in the standard price] which shall be charged in addition at AVERio’s standard rates, and (ii) VAT.
- The Customer shall pay any applicable VAT to AVERio on receipt of a valid VAT
- AVERio may increase the Prices at any time by giving the Customer not less than [15 ]Business Days’ notice in writing provided that the increase does not exceed [insert percentage] of the Prices in effect immediately prior to the increase.
- Notwithstanding clause 4, AVERio may increase the Prices with immediate effect by written notice to the Customer where there is an increase in the direct cost to AVERio of supplying the relevant Deliverables which exceeds [insert percentage] and which is due to any factor beyond the control of AVERio.
Payment
- AVERio shall invoice the Customer for the Deliverables, partially or in full, at any time following acceptance of an Order.
- The Customer shall pay all invoices in full without deduction or set-off, in cleared funds within [insert days] of the date of each invoice; and to the bank account nominated by AVERio.
- Time of payment is of the essence. Where sums due under these Conditions are not paid in full by the due date:
  - AVERio may, without limiting its other rights, charge interest on such sums at [insert number]% a year above the base rate of [name bank] from time to time in force, and
  - interest shall accrue on a daily basis, and apply from the due date for payment until actual payment in full, whether before or after judgment.

Credit limit

AVERio may set and vary credit limits from time to time and withhold all further supplies if the Customer exceeds such credit limit.

Delivery and performance
- The Goods shall be delivered by AVERio, or its nominated carrier, to the Location on the date[(s)] specified in the Order.
- The Goods shall be deemed delivered on [arrival OR completion of unloading] only of the Goods at the Location by AVERio or its nominated carrier (as the case may be).
- The Services shall be performed by AVERio at the Location on the date[(s)] specified in the Order.
- The Services shall be deemed delivered by AVERio only on completion of the performance of the Services at the Location.
- The Customer shall not be entitled to reject a delivery of the Goods on the basis that an incorrect volume of the Goods has been supplied.
- AVERio may deliver the Goods or perform the Services in instalments. Any delay or defect in an instalment shall not entitle the Customer to cancel any other instalment.
- Each delivery or performance of the Deliverables shall be accompanied by a delivery note stating:
  - the date of the Order;
  - the relevant Customer and AVERio details;
  - if Goods, the product numbers and type and quantity of Goods in the consignment;
  - if Services, the category, type and quantity of Services performed;
  - any special instructions, handling and other requests; and
  - in the case of Goods, whether any packaging material is to be returned, in which case the Customer shall, after the Goods are unpacked, make them available for collection by AVERio at AVERio’s expense.
- Time is not of the essence in relation to the performance or delivery of the Deliverables. AVERio shall use its reasonable endeavours to meet estimated dates for delivery and performance, but any such dates are indicative only.
- AVERio shall not be liable for any delay in or failure of performance caused by:
  - the Customer’s failure to make the Location available;
  - the Customer’s failure to prepare the Location as required for the Deliverables;
  - the Customer’s failure to provide AVERio with adequate instructions for performance or delivery;
  - Force Majeure.
- If the Customer fails to accept delivery of the Goods AVERio shall store and insure the Goods pending delivery, and the Customer shall pay all costs and expenses incurred by AVERio in doing so.
- If 10 Business Days following the due date for delivery or collection OR the last day of the period for delivery or collection of the Goods, the Customer has not taken delivery of or collected them, AVERio may resell or otherwise dispose of the Goodswithout any obligation or liability to the Customer, except as provided for in clauses 9.11.1 and 9.11.2. AVERio shall:
  - deduct all reasonable storage charges and costs of resale; and
  - account to the Customer for any excess of the resale price over, or invoice the Customer for any shortfall of the resale price below, the Price paid by the Customer for the Goods.

Risk and Title
- Risk in the Goods shall pass to the Customer on delivery.

10.2 Title to the Goods shall pass to the Customer once AVERio has received payment in full and cleared funds for the Goods.

Until title to the Goods has passed to the Customer, the Customer shall:
- hold the Goods as bailee for AVERio;
- store the Goods separately from all other material in the Customer’s possession;
- take all reasonable care of the Goods and keep them in the condition in which they were delivered;
- insure the Goods from the date of delivery: (i) with a reputable insurer (ii) against all risks (iii) for an amount at least equal to their Price (iv) noting AVERio’s interest on the policy;
- ensure that the Goods are clearly identifiable as belonging to AVERio;
- not remove or alter any mark on or packaging of the Goods;
- inform AVERio immediately if it becomes subject to any of the events or circumstances set out in clauses 19.1.1 to 19.1.4 or 19.2.1 to 19.2.13; and
- on reasonable notice permit AVERio to inspect the Goods during the Customer’s normal business hours and provide AVERio with such information concerning the Goods as AVERio may request from time to time.
If, at any time before title to the Goods has passed to the Customer, the Customer informs AVERio, or AVERio reasonably believes, that the Customer has or is likely to become subject to any of the events specified in clauses 19.1.1 to 1.4 or 19.2.1 to 19.2.13, AVERio may:
- require the Customer at the Customer’s expense to re-deliver the Goods to AVERio; and
- if the Customer fails to do so promptly, enter any premises where the Goods are stored and repossess them.
Warranty
- AVERio warrants that, [for a period of [three months] from [delivery OR acceptance] (the Warranty Period) OR at the time of performance], the Deliverables shall:
  - conform in all material respects to any sample, their description and to the Specification;
  - be free from material defects in design, material and workmanship;
  - if Goods, be of satisfactory quality within the meaning of the Sale of Goods Act 1979; and
  - if Services, be supplied with reasonable care and skill within the meaning of the Supply of Goods and Services Act 1982, Part II, s 13; and
  - any media on which the results of the Services are supplied shall be of satisfactory quality within the meaning of the Sale of Goods Act 1979.
- As the Customer’s sole and exclusive remedy, AVERio shall, at its option, correct, repair, remedy, re-perform or refund the Deliverables that do not comply with clause 11, provided that the Customer:
  - serves a written notice on AVERio not later than [five] Business Days from delivery or performance in the case of defects discoverable by a physical inspection, or within a reasonable period of time from delivery or performance in the case of latent defects;
  - such notice specifies that some or all of the Deliverables do not comply with clause 11.1 and identifying in sufficient detail the nature and extent of the defects; and
  - gives AVERio a reasonable opportunity to examine the claim of the defective Deliverables.
- The provisions of these Conditions shall apply to any Deliverables that are corrected, repaired, remedied or re-performed with effect from delivery or performance of those Deliverables.
- AVERio shall not be liable for any failure of the Goods to comply with clause 11.1:
  - where such failure arises by reason of wear and tear, wilful damage, negligence, or could be expected to arise in the normal course of use of the Goods;
  - to the extent caused by the Customer’s failure to comply with AVERio’s instructions in relation to the Goods, including any instructions on installation, operation, storage or maintenance;
  - to the extent caused by AVERio following any specification, instruction or requirement of or given by the Customer in relation to the Goods;
  - where the Customer modifies any Goods without AVERio’s prior written consent or, having received such consent, not in accordance with AVERio’s instructions; or
  - where the Customer uses any of the Goods after notifying AVERio that they do not comply with clause 11.1.
- Except as set out in this clause 11:
  - AVERio gives no warranty and makes no representations in relation to the Deliverables; and
  - shall have no liability for their failure to comply with the warranty in clause 11.1,

and all warranties and conditions (including the conditions implied by ss 12–16 of the Supply of Goods and Services Act 1982 and ss 13–15 of the Sale of Goods Act 1979), whether express or implied by statute, common law or otherwise are excluded to the extent permitted.

Anti-bribery
- For the purposes of this clause 12 the expressions ‘adequate procedures’ and ‘associated with’ shall be construed in accordance with the Bribery Act 2010 and legislation or guidance published under it.
- Each party shall comply with applicable Bribery Laws including ensuring that it has in place adequate procedures to prevent bribery and use all reasonable endeavours to ensure that:
  - all of that party’s personnel;
  - all others associated with that party; and
  - all of that party’s subcontractors;

involved in performing the Contract so comply.

Without limitation to clause 12.2, neither party shall make or receive any bribe (as defined in the Bribery Act 2010) or other improper payment, or allow any such to be made or received on its behalf, either in the United Kingdom or elsewhere, and shall implement and maintain adequate procedures to ensure that such bribes or payments are not made or received directly or indirectly on its behalf.
The Customer shall immediately notify AVERio as soon as it becomes aware of a breach by the Customer of any of the requirements in this clause 12.

Anti-slavery
- AVERio shall comply with the Modern Slavery Act 2015 and the Modern Slavery Policy.
- The Customer undertakes, warrants and represents that:
  - neither the Customer nor any of its officers, employees, agents or subcontractors has:
    - committed an offence under the Modern Slavery Act 2015 (an MSA Offence); or
    - been notified that it is subject to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015; or
    - is aware of any circumstances within its supply chain that could give rise to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015;
  - it shall comply with the Modern Slavery Act 2015 and the Modern Slavery Policy;
  - it has implemented due diligence procedures to ensure compliance with the Modern Slavery Act 2015 and the Modern Slavery Policy in its business and supply chain, and those of its officers, employees, agents or subcontractors, which will be made available to AVERio on request at any time throughout the Contract.
- The Customer shall notify AVERIO immediately in writing if it becomes aware or has reason to believe that it, or any of its officers, employees, agents or subcontractors have breached or potentially breached any of the Customer’s obligations under clause 13.2. Such notice to set out full details of the circumstances concerning the breach or potential breach of the Customer’s obligations.

Limitation of liability
- The extent of the parties’ liability under or in connection with the Contract (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 14.
- Subject to clauses 14.5 and 14.6, AVERio’s total liability shall not exceed the sum of £1000].
- Subject to clauses 14.5 and 14.6, AVERio shall not be liable for consequential, indirect or special losses.
- Subject to clauses 14.5 and 14.6, AVERio shall not be liable for any of the following (whether direct or indirect):
  - loss of profit;
  - loss of revenue;
  - loss or corruption of data;
  - loss or corruption of software or systems;
  - loss or damage to equipment;
  - loss of use;
  - loss of production;
  - loss of contract;
  - loss of commercial opportunity;
  - loss of savings, discount or rebate (whether actual or anticipated);
  - harm to reputation or loss of goodwill; and/or
  - wasted expenditure.
- The limitations of liability set out in clauses 14.2 to 14.4 shall not apply in respect of any indemnities given by the Customerunder the Contract.
- Notwithstanding any other provision of the Contract, the liability of the parties shall not be limited in any way in respect of the following:
  - death or personal injury caused by negligence;
  - fraud or fraudulent misrepresentation;
  - any other losses which cannot be excluded or limited by Applicable Law.

14.7 Subject to clause 14.1 and in accordance with clauses 3.4 and 3.5 AVERio does not accept liability for any cost, damage expense or loss suffered by the Customer as a consequence of the Customer failing to call the emergency services or because the Services are unavailable due to no network service. The use of the Goods and Services does not remove the Customer’s obligation to call the emergency services in the first instance if (i) the Customer requires immediate assistance in person; (ii) there is any delay or failure of the Services trigging an alarm; or (iii) there is a mobile network outage.

14.8 Subject to clause 14.1 AVERio shall not be liable for any losses, damage, costs or expenses arising from:

(a) any failure by the Customer to observe and perform its obligations under this Contract;

(b) access or use of the Services other than in accordance with AVERio’s reasonable instructions;

(c) impairment of the performance of the Services due to events beyond AVERio’s control (including the availability or degradation of the speed of the internet or the communications links provided to AVERio by third parties);

(d) problems caused by any software, hardware, capacity, security, performance or other issues within AVERio’s Services or by any third party software, services or hardware not forming part of the Services;

(e) the loss of any material or data uploaded onto the Service and the servers used to provide the Services;

(f) any technical problems including errors or interruptions of the Services which are outside AVERio’s control; or

(g) any failure by third party software or hardware including platforms, computer cloud or kit.

14.9 Unless otherwise required by any applicable law AVERio provides the App and the Services on an “as is” basis, without warranties or conditions of any kind, either express or implied, including, any warranties or conditions of title, non-infringement, merchantability, or fitness for a particular purpose. The Customer is solely responsible for determining the appropriateness of using the App and the Services and assumes any risks associated with the Customer’s exercise of permissions under these Conditions.

14.10 The provision of the App and the Service may not be uninterrupted or error free. AVERio is also 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. The Customer acknowledges that the App and the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

Intellectual Property

15.1 The Customer acknowledges and agrees that AVERio and/or its licensors own all Intellectual Property Rights in the Goods, Services [and the Documentation]. Except as expressly stated herein, this Contract does not grant the Customer any rights to, or in, patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services [or the Documentation].

15.2 AVERio confirms that it has all the rights in relation to the Goods, Services [and the Documentation] that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Contract.

Confidentiality and announcements
- The Customer shall keep confidential all Confidential Information of AVERio and of any Affiliate of AVERio and shall only use the same as required to perform the Contract. The provisions of this clause shall not apply to:
  - any information which was in the public domain at the date of the Contract;
  - any information which comes into the public domain subsequently other than as a consequence of any breach of the Contract or any related agreement;
  - any information which is independently developed by the Customer without using information supplied by AVERio or by any Affiliate of AVERio; or
  - any disclosure required by law or a regulatory authority or otherwise by the provisions of the Contract.

except that the provisions of clauses 16.1.1 to 16.1.3 shall not apply to information to which clause 16.4 relates.

This clause shall remain in force for a period of [five] years from the date of the Contract and, if longer, [three] years after termination of the Contract.
The Customer shall not make any public announcement or disclose any information regarding the Contract, except to the extent required by law or regulatory authority.
To the extent any Confidential Information is Protected Data such Confidential Information may be disclosed or used only to the extent such disclosure or use is in compliance with and does not conflict with any provisions of clause 17.

Processing of personal data
- The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
- AVERio shall follow its archiving procedures for Customer Data. In the event of any loss or damage to Customer Data, the Customer’s sole and exclusive remedy shall be for AVERio to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by AVERio. AVERio shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by AVERio to perform services related to Customer Data maintenance and back-up).
- The parties agree that the Customer is a Controller and that AVERio is a Processor for the purposes of processingProtected Data pursuant to the Contract. The Customer shall at all times comply with all Data Protection Laws in connection with the processing of Protected Data. The Customer shall ensure all instructions given by it to AVERio in respect of Protected Data(including the terms of the Contract) shall at all times be in accordance with all Data Protection Laws. Nothing in the Contract relieves the Customer of any responsibilities or liabilities under any Data Protection Laws.
- AVERio shall process Protected Data in compliance with the obligations placed on it under Data Protection Laws and the terms of the Contract.
- The Customer shall indemnify and keep indemnified AVERio against all losses, claims, damages, liabilities, fines, sanctions, interest, penalties, costs, charges, expenses, compensation paid to Data Subjects, demands and legal and other professional costs (calculated on a full indemnity basis and in each case whether or not arising from any investigation by, or imposed by, a Data Protection Supervisory Authority) arising out of or in connection with any breach by the Customer of its obligations under this clause 17.
- The parties agree:
  - AVERio shall only process (and shall ensure Supplier Personnel only process) the Protected Data in accordance with the schedule set out in the Order and the Contract (including when making any transfer to which clause 17.11relates), except to the extent:
    - that alternative processing instructions are agreed between the parties in writing; or
    - otherwise required by applicable law (and shall inform the Customer of that legal requirement before processing, unless applicable law prevents it doing so on important grounds of public interest); and
  - If AVERio believes that any instruction received by it from the Customer is likely to infringe the Data Protection Lawsit shall be entitled to cease to provide the relevant Services until the parties have agreed appropriate amended instructions which are not infringing.
- AVERio shall implement and maintain the technical and organisational measures to protect the Protected Data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access.
- AVERio shall:
  - not permit any processing of Protected Data by any Sub-Processor without the prior specific written authorisation of the Customer;
  - prior to any Sub-Processor carrying out any processing activities in respect of the Protected Data, appoint such Sub-Processor under a written contract containing materially the same obligations as under this clause 17 (including those relating to sufficient guarantees to implement appropriate technical and organisational measures) that is enforceable by AVERio and ensure such Sub-Processor complies with all such obligations;
  - remain fully liable to the Customer under the Contract for all the acts and omissions of each Sub-Processor as if they were its own; and
  - ensure that all persons authorised by AVERio or any Sub-Processor to process Protected Data are subject to a binding written contractual obligation to keep the Protected Data
- The Customer authorises the appointment of the Sub-Processors listed in the Schedule to these Conditions.
- The Customer shall reply to any communication from AVERio requesting any further prior specific authorisation of a Sub-Processor pursuant to clause 17.7.1 promptly and in any event within [10] Business Days of request from time to time. The Customer shall not unreasonably withhold, delay or condition any such authorisation.
- AVERio shall (at the Customer’s cost):
  - assist the Customer in ensuring compliance with the Customer’s obligations pursuant to Articles 32 to 36 of the GDPR taking into account the nature of the processing and the information available to AVERio; and
  - taking into account the nature of the processing, assist the Customer (by appropriate technical and organisational measures), insofar as this is possible, for the fulfilment of the Customer’s obligations to respond to requests for exercising the Data Subjects’ rights under Chapter III of the GDPR (and any similar obligations under applicable Data Protection Laws) in respect of any Protected Data.
- AVERio shall not process and/or transfer, or otherwise directly or indirectly disclose, any Protected Data in or to any country or territory outside the United Kingdom or to any International Organisation without the prior written authorisation of the Customer.
- AVERio shall [at the Customer’s cost and expense] refer to the Customer all requests it receives for exercising any Data Subjects’ rights under Chapter III of the GDPR which relate to any Protected Data. It shall be the Customer’s responsibility to reply to all such requests as required by applicable law.
- AVERio shall, in accordance with Data Protection Laws, make available to the Customer such information that is in its possession or control as is necessary to demonstrate AVERio’s compliance with the obligations placed on it under this clause 17 and to demonstrate compliance with the obligations on each party imposed by Article 28 of the GDPR (and under any equivalent Data Protection Laws equivalent to that Article 28), and allow for and contribute to audits, including inspections, by the Customer (or another auditor mandated by the Customer) for this purpose (subject to a maximum of one audit request in any 12 month period under this clause 17.13).
- The Customer is fully responsible the data that it processes in the context of using a service of the AVERio. The Customer guarantees via-a-vis AVERio that the content, use and/or processing of the data are not unlawful and do not infringe any right of a third party. The Customer indemnifies AVERio against any claim of a third party instituted for whatever reason in connection with this date or the performance of this Contract.
- On the end of the provision of the Services relating to the processing of Protected Data, at the Customer’s cost and the Customer’s option, AVERio shall either return all of the Protected Data to the Customer or securely dispose of the Protected Data (and thereafter promptly delete all existing copies of it) except to the extent that any applicable law requires AVERio to store such Protected Data. This clause 17 shall survive termination or expiry of the Contract.

Force majeure

Neither party shall have any liability under or be deemed to be in breach of the Contract for any delays or failures in performance of the Contract which result from Force Majeure. The party subject to the Force Majeure event shall promptly notify the other party in writing when such the event causes a delay or failure in performance and when it ceases to do so. If the Force Majeure event continues for a continuous period of more than [30] days, [the party not affected OR either party]may terminate the Contract by written notice to the other party.

Termination
- AVERio may terminate the Contract at any time by giving notice in writing to the Customer if:
  - the Customer commits a material breach of the Contract and such breach is not remediable;
  - the Customer commits a material breach of the Contract which is not remedied within 14 days of receiving written notice of such breach;
  - the Customer has failed to pay any amount due under the Contract on the due date and such amount remains unpaid within 14 days after AVERio has given notification that the payment is overdue; or
  - any consent, licence or authorisation held by the Customer is revoked or modified such that the Customer is no longer able to comply with its obligations under the Contract or receive any benefit to which it is entitled.
- AVERio may terminate the Contract at any time by giving notice in writing to the Customer if the Customer:
  - stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so;
  - is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 or if AVERio reasonably believes that to be the case;
  - becomes the subject of a company voluntary arrangement under the Insolvency Act 1986;
  - becomes subject to a moratorium under Part A1 of the Insolvency Act 1986;
  - becomes subject to a restructuring plan under Part 26A of the Companies Act 2006;
  - becomes subject to a scheme of arrangement under Part 26 of the Companies Act 2006;
  - has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income;
  - has a resolution passed for its winding up;
  - has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it;
  - is subject to any procedure for the taking control of its goods that is not withdrawn or discharged within 7 days of that procedure being commenced;
  - has a freezing order made against it;
  - is subject to any recovery or attempted recovery of items supplied to it by a supplier retaining title in those items;
  - is subject to any events or circumstances analogous to those in clauses 19.2.1 to 19.2.12 in any jurisdiction.
- AVERio may terminate the Contract at any time by giving not less than four weeks’ notice in writing to the Customer if the Customer undergoes a change of Control.
- If the Customer becomes aware that any event has occurred, or circumstances exist, which may entitle AVERio to terminate the Contract under this clause 19, it shall immediately notify AVERio in writing.
- Termination or expiry of the Contract shall not affect any accrued rights and liabilities of AVERio at any time up to the date of termination.

General
- This Contract constitutes the entire agreement and understanding between the parties with

respect to all the matters which are referred to in this Contract and the Customer acknowledges that in entering into this Contract it has not relied on any warranty, representation, undertaking or agreement other than those contained or referred to in this Contract. The Customer waives any right or remedy it may have to claim damages or rescission for any misrepresentation in respect of any representation not contained in this Agreement or for breach of any warranty not contained in this Contract and acknowledges that its only remedies against AVERio are for breach of contract.

20.2 Unless stated otherwise, time is of the essence of any date or period specified in the Contract in relation to the Customer’s obligations only.

20.3 The Customer shall at the request of AVERio, and at the Customer’s own cost, do all acts and

execute all documents which are necessary to give full effect to the Contract.

20.4 No variation of or addendum to this Contract shall be effective unless it is agreed in writing

and signed by a duly authorised representative of the parties.

20.5 The waiver by either party of a breach or default of any of the provisions of this Contract by the other party shall not be construed as a waiver of any succeeding breach of the same or other provisions of this Contract or these Conditions nor shall any delay or omission on the part of either party to exercise or avail itself of any right, power or privilege that it has or may have under this Contract or these Conditions operate as a waiver of any breach or default by the other party.

20.6 AVERio shall be entitled to set-off under the Contract any liability which it has or any sums which it owes to the Customer under the Contract [or under any other contract which AVERio has with the Customer]. The Customer shall pay all sums that it owes to AVERio under the Contract without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.

20.7 The Customer recognises that any breach or threatened breach of the Contract may cause AVERio irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages available to AVERio, the Customer acknowledges and agrees that AVERio is entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.

20.8 Any notice, request, instruction or other document to be given under this Contract, shall be delivered or sent by first class post to the address of the other party set out in this Contract (or such other address as may have been notified) or by email to the AVERio Email Service Address or the Customer’s Email Service Address and any such notice or other document shall be deemed to have been served (if delivered) at the time of delivery (if sent by post) upon the expiration of 48 hours after posting and (if sent by email) upon receipt by the sender of the notice of a recipient delivery notice email. No party may serve a notice relating to any notification of breach or notice to terminate this Contract by email.

20.9 If any provision of this Contract shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable the invalidity or unenforceability of such provision shall not affect the other provisions of this Contract and all provisions not affected by such invalidity or enforceability shall remain in full force and effect. The parties hereby agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision, which achieves to the greatest extent possible the economic, legal and commercial objectives of the invalid or unenforceable provision.

20.10 Subject to its obligations under clause 17 (Data Protection) in respect of Sub-

Processors, AVERio shall be entitled to subcontract and/or delegate any of its obligations under this Contract to any other Affiliate or to any third-party AVERio Personnel provided that AVERio remains liable for the acts and omissions of AVERio Personnel as if such acts and omissions were its own.

Notwithstanding anything to the contrary contained in this Contract, the parties agree and

intend that nothing in this Contract shall confer any rights on any third parties.

The parties agree that nothing in this Contract shall be deemed to create any partnership,

joint venture or relationship of employer and employee between them.

This Contract and any dispute 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 English law.

The parties agree to submit to the exclusive jurisdiction of the English Courts.