Terms of Service

Tector Master Subscription Agreement

This Master Subscription Agreement (“MSA”) between Tector ApS, a company incorporated and registered in Denmark, with company number DK40984518 and registered office at Tranevej 16, 2400, Copenhagen., Denmark (“Tector”) and the customer listed on the Order Form (“Customer”), and is effective as of the date the Order Form has been signed (the “Effective Date”). Tector and Customer are each a “party” and together the “parties”.

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  1. Definitions

The following terms (and their grammatical variants provided the initial letter is capitalised), when used in this MSA or an Order Form will have the following meanings:

“Affiliates” an entity that directly or indirectly Controls, is Controlled by, or is under common Control with another entity, so long as such Control exists. For the purposes of this definition, “Control” means beneficial ownership of fifty percent (50%) or more of the voting power or equity in an entity or the legal power to direct or cause the direction of the general management, of the company, partnership or other legal entity.

“Authorised Users” any employees, contractors or other personnel employed or engaged by Customer from time to time.

“Confidential Information” any information or data disclosed by either party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential in light of the nature of the information and the circumstances surrounding disclosure. Tector’s Confidential Information includes the methodology used to provide the Technology. However, “Confidential Information” will not include any information which: (a) is in the public domain through no fault of the receiving party; (b) was properly known to the receiving party, without restriction, prior to disclosure by the disclosing party; (c) was properly disclosed to the receiving party, without restriction, by another person with the legal authority to do so; or (d) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.  

“Contract Period” each successive twelve (12) calendar month period commencing on the Effective Date or an anniversary thereof.

“Defect” and “Defective” any Hardware not conforming to the warranty set out in clause ‎4.1.2 during the Warranty Period, excluding any non-conformance resulting from circumstances set out at clause ‎4.3.

“Documentation” the printed and digital instructions, on-line help files, technical documentation, specifications and user manuals made available by Tector for the Technology as amended by Tector from time to time and which are currently available at https://help.tector.com/getting-started.

“Fees” the Subscription Fees, the Hardware Fee and the Technical Services Fee.

“Hardware” the sensors and other hardware provided by Tector to Customer under or in connection with this MSA as described in the Order Form.

“Hardware Fee” the fee payable for the Hardware as specified in the Order Form. 

“Initial Term” the duration for which subscription has been paid for upfront as stated on the Order Form.

“Insolvency Event” bankruptcy, insolvency or similar proceeding that are not dismissed within 60 days.

“Intellectual Property” all patents, rights to inventions, copyright and related rights, moral rights, database rights, trade marks and trade names, rights to goodwill and to sue for passing off, rights in designs, rights in Confidential Information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered, and including all applications (and rights to apply) for, and renewals and extensions of and rights to claim priority from such rights and all similar or equivalent rights and forms of protection which subsist or will subsist now or in the future in any part of the world.

“Liable” and “Liability” any liability arising under, out of or in connection with this MSA and any Order Form, whether or not foreseeable or in the contemplation of the parties at any time, in or under contract, tort (including negligence), breach of statutory duty, misrepresentation, indemnity, restitution or otherwise.

“Losses” means losses, damages, liabilities, costs, charges and expenses (including reasonable legal expenses).

“Order Form” an online order form, quote or other similar digital document or web-based process entered into by each of the parties (or its Affiliate) that references this MSA and sets forth the specific subscription length for the access to the Platform, quantity of Hardware purchased, pricing thereof and other commercial terms.

“Platform” Tector’s SaaS-based analytics platform made available to Customer on a subscription basis.

“Renewal Term” unless otherwise stated on the Order Form, a 12 month period. 

“Technical Services Fee” the fees payable for initial technical services and onboarding services provided by Tector as specified in the Order Form.

“Sensor Data” data generated by the Hardware, and any results generated from the Platform’s analysis of such data that are available for Customer to view via the Platform.

“Subscription Fees” the fees payable for access to the Platform as specified in the Order Form.

“System Data” data generated as a result of Customer’s use of the Platform or collected by Tector regarding the Platform, but excluding Sensor Data.

“Technology” the Platform and Hardware.

“Term” the Initial Term and any subsequent Renewal Terms.

“Use Parameters” the use parameters set out in the Schedule

“Warranty Period” the period commencing on the date of Delivery and ending on the date which is the earlier of (a) expiration of the Term; and (b) 5 years from the date of Delivery.

  1. Use of Platform some text
    1. Provision of the Platform. Tector will make the Platform available to Customer pursuant to this MSA, and hereby grants Customer a non-exclusive, non-transferable, non-sublicensable right and limited licence to access and use (and allow Authorised Users to access and use)  the Platform to view (and to the extent made available for download by the Platform, to download) Sensor Data. All Order Forms are subject to and hereby incorporated into this MSA, and no terms or conditions contained in any Order Form or other document issued by Customer shall form part of any contract between Tector and Customer.
    2. Data Security. Tector will maintain a security program materially in accordance with industry standards that is designed to ensure the security and integrity of Sensor Data, and prevent unauthorised access to Sensor Data. 
    3. Customer Responsibilities. Customer will: (a) be responsible for all use of the Technology under its account, including use by Authorised Users; and (b) prevent unauthorised access to or use of the Technology and notify Tector promptly of any unauthorised access or use of the same. 
    4. Withdrawal or Changes. Tector may modify, supplement, enhance, or otherwise change (including through routine upgrades and bug fixes) the Technology (in whole or part), including the technical, functional, administrative and operative methods of supply of the same wherever Tector deems necessary (in its sole discretion) to: (a) comply with applicable law; (b) address unforeseen or imminent dangers or risks (including fraud, malware, spam, data breaches, cybersecurity or other risks); or (c) address actual or potential changes in the organisation of its business, technical systems or requirements, provided, in each case, the foregoing does not have a materially adverse impact on the functionality, performance or security of the Technology. Customer agrees that nothing stated herein shall limit Tector in any way from determining in its sole discretion how to provide the Technology to Customer.
    5. Suspension. Tector shall be entitled to suspend or restrict access to all or part of the Technology: (a) where it is entitled to terminate this MSA pursuant to clause 11; or (b) to carry out scheduled or emergency maintenance.
  2. Hardware Delivery and Installation some text
    1. Tector shall deliver the Hardware in accordance with the terms specified in the Order Form, or if not specified in the Order Form, delivery terms shall be Ex Works (EXW) in accordance with Incoterms 2020 (“Delivery”).  
    2. Risk in the Hardware shall pass to Customer on Delivery.  Title to Hardware shall not pass to the Customer until the Tector receives payment in full (in cash or cleared funds) of the Hardware Fee, in which case title to the Hardware shall pass at the time of payment in full.
    3. It is the Customer’s responsibility to install the Hardware in accordance with the Documentation. Tector accepts no liability for the defective installation of the Hardware . Customer is responsible for all consents, licenses, approvals or permissions required to install and use the Hardware.
    4. Any delivery dates set out in the Order Form or otherwise agreed are estimates only, and Tector is not Liable for any late Delivery. 
    5. If Customer requires additional or replacement Hardware (where not covered by the Hardware warranty set out in clause 4), the parties shall agree the terms of purchase, including costs, in a separate Order Form.
  3. Hardware Warrantysome text
    1. Tector warrants to Customer that:some text
      1. it shall transfer good title to all Hardware supplied under this Agreement; and 
      2. during the Warranty Period and subject to clause ‎4.3, the Hardware shall perform in all materials respects in accordance with any Documentation published by Tector in relation to the Hardware at Delivery, and be free from any defects in workmanship or materials.  
    2. Customer shall promptly notify Tector of any Defect in the Hardware of which it becomes aware during the Warranty Period.  Subject to clause ‎4.3, Tector shall, as Customer’s sole remedy for breach of the warranty at clause 4.1.2, at Tector’s option, replace or repair any Defective Hardware with conforming Hardware at no cost to the Customer.  Customer acknowledges that (a) installed Hardware may not be physically accessible and, in such circumstances, Tector’s sole obligation is to replace the Defective Hardware; and (b) Customer remains responsible for installation of replacement or repaired Hardware, it being understood by Customer that it may not be possible to install the repaired or replacement Hardware in the same location.  Any repaired or replacement Hardware shall be under warranty for the unexpired portion of the Warranty Period. 
    3. Tector shall not be Liable under the warranty at clause ‎4.1.2 if the Defect results directly or indirectly from any of the following:some text
      1. Use of the Hardware otherwise than in accordance with the Documentation or not within each of the Use Parameters; 
      2. the Hardware is not installed in accordance with instructions in the Documentation or good trade practice regarding the same;
      3. wilful damage, negligence, interference, alterations or repair by a person other than Tector or its representatives; 
      4. fair wear and tear, or abnormal storage in the period between Delivery and installation; and 
      5. modifications to comply with applicable statutory or regulatory requirements.
    4. If requested by Tector, and provided the Hardware is reasonably accessible to Customer, Customer shall return any alleged Defective Hardware to Tector for inspection, and/or provide Tector with photographic and other evidence and blueprints reasonably requested by Tector to demonstrate the location, position, condition and use of the Hardware.  The costs of shipping shall be borne by Tector.
  4. Restrictionssome text
    1. Restrictions. The rights granted herein are subject to the following restrictions. Customer will not directly or indirectly: (a) reverse engineer, decompile, disassemble, modify, create derivative works of or otherwise create, attempt to create or derive, or permit or assist any third party to create or derive, the source code, materials (or composition thereof), methodologies, algorithms, trade secrets and know-how underlying or contained in the Technology; (b) remove or alter the conditions of use, any copyright notices and other identification disclaimers as they may appear on the Technology or the Documentation; (c) attempt to probe, scan or test the vulnerability of the Technology, breach the security or authentication measures of the Technology without proper authorisation or wilfully render any part of the Technology unusable for any user; (d) use or access the Technology or other Intellectual Property of Tector: (i) to develop a product or service that is competitive with Tector’s products or services; or (ii) to engage in competitive analysis or benchmarking against products or services provided by third parties that are similar to the Technology; (e) sell, offer for sale, gift, market, transfer, distribute, lease, license, assign or supply the Technology to any third party nor use the Technology to provide any service; (f) pledge or allow the Technology to become the subject of any charge, lien, encumbrance or security for indebtedness; or (g) otherwise use the Technology: (i) in violation of applicable law; (ii) to infringe or violate third party rights; or (iii) other than as expressly permitted in this MSA.
  5. Feessome text
    1. Hardware Fees. Customer will pay Tector the Hardware Fees within thirty (30) days of the date of the Order Form.
    2. Subscription Fees. Customer will pay Tector the Subscription Fees set forth in the Order Form (or if none are stated, Tector’s then current prices). Customer shall pay the Subscription Fees for the Initial Term in advance within thirty (30) days of the date of the Order Form, and the Subscription Fees for any Renewal Term in advance within thirty (30) days of the date of commencement of the Renewal Term.  Tector reserves the right to adjust the Fees payable by the Customer and will provide 60 days’ notice prior to the Renewal Term of any adjustment to the Fees.
    3. General. Except as otherwise specified herein, Fees are: (a) quoted and payable in the currency set forth in the Order Form; (b) exclusive of any reasonable expenses incurred by Tector in providing delivering and installing Hardware which shall be reimbursed by Customer on demand; and (c) payable without set-off or deduction of any kind; and (d) non-cancellable, non-pro-ratable and non-refundable, except as expressly set forth herein. 
    4. Late Payment. If Customer fails to pay any amounts to Tector that are not disputed pursuant to clause 6.3, Tector may charge interest on the overdue amount from the due date up to (but excluding) the date of actual payment, after as well as before judgment at one and a half percent (1.5%) per month on any outstanding balance, or the maximum permitted by law, whichever is lower. Such interest shall accrue on a daily basis, be compounded monthly and is payable on demand. 
    5. Disputed Amounts. If Customer disputes any amount that Tector believes is due, Customer shall notify Tector in writing within ten (10) days of Tector requesting such amount and the parties shall act reasonably and in good faith to resolve such dispute.
    6. Taxes. All amounts payable hereunder are exclusive of any sales, use and other taxes or duties (including import and export duties), however designated (collectively “Taxes”). Customer will be solely responsible for payment of all Taxes, except for those based on the income of Tector. 
  6. Proprietary Rights and Confidentialitysome text
    1. Proprietary Rights. As between the parties, Tector exclusively owns all right, title and interest in and to Tector’s Confidential Information, the Technology, Documentation, System Data and any improvements to the same, together with any tangible media on which they are recorded, and Customer exclusively owns all right, title and interest in and to Customer’s Confidential Information and Sensor Data. 
    2. Reservation of Rights. Except as expressly set out herein, no Intellectual Property is licensed or transferred by one party to the other.
    3. Feedback. Customer may from time to time provide Tector with suggestions or comments for enhancements or improvements, new features or functionality or other feedback. Tector will have: (a) full discretion to determine whether or not to proceed with the development of any requested enhancements, new features or functionality; and (b) an unencumbered right, without any obligation to compensate or reimburse Customer, to use, incorporate and otherwise fully exercise and exploit any such suggestions or comments in connection with its products and services.
  • Confidentiality. Each party agrees that it will use the Confidential Information of the other party solely in order to perform its obligations under, or receive the benefits of, this MSA, and it will not disclose the same to any third party without the other party’s prior written consent, except as otherwise permitted hereunder. However, either party may disclose Confidential Information: (a) to its employees, officers, directors, attorneys, auditors, financial advisors and other representatives who have a need to know and are legally bound to keep such information confidential by confidentiality obligations consistent with this clause; and (b) as required by law (in which case the receiving party will provide the disclosing party with prior written notification thereof, will provide the disclosing party with the opportunity to contest such disclosure, and will minimise such disclosure to the extent permitted by applicable law). Neither party will disclose the non-public terms of this MSA or any Order Form to any third party, except that either party may confidentially disclose such terms to actual or potential lenders, investors or acquirers. Each party agrees to exercise due care (and at least the same standard of care as it uses in respect of its own confidential information) in protecting the Confidential Information from unauthorised use and disclosure and in any event. In the event of actual or threatened misuse of Confidential Information or Intellectual Property or breach of clause ‎5, the non-breaching party will, notwithstanding anything in this MSA, be entitled to seek immediate injunctive and other equitable relief in any jurisdiction, without waiving any other rights or remedies available to it. Each party will promptly notify the other in writing if it becomes aware of any violations of the confidentiality obligations set forth in this MSA.
  1. Customer Licence. Notwithstanding anything to the contrary, Customer hereby grants Tector and its Affiliates a non-exclusive, non-transferable, sub-licensable (through multiple tiers), fully paid-up worldwide right and licence to use Sensor Data on a perpetual and irrevocable basis to develop and improve Tector products and services.
  1. Warranties and Disclaimerssome text
    1. Mutual. Each party warrants and represents to the other that it: (a) has full power and authority to enter into and perform its obligations under this MSA; (b) shall obtain and maintain all necessary licences clearances, permissions, and consents necessary to carry out all of its obligations and exercise all of its rights under this MSA, provide any information, data or other materials that it provides hereunder, and to permit the other party to use the same as contemplated hereunder; and (c) shall employ a sufficient number of suitably qualified personnel to ensure the proper fulfilment of its obligations under this MSA.
    2. Disclaimers. Except as expressly set forth herein and to the fullest extent permitted by law, the Technology is provided on an “as is” and “as available” basis and warranties, conditions and other terms implied by statute or common law are excluded from this MSA. Customer acknowledges that the Technology may contain bugs, viruses, make errors or misinterpret issues, and therefore Customer shall ensure it uses anti-virus software consistent with prevailing industry standards.
  2. Indemnificationsome text
    1. Indemnity by Tector. Tector will defend Customer against any claim, demand, suit, or proceeding (“Claim”) made or brought against Customer by a third party alleging that the use of the Technology by Customer in accordance with this MSA infringes or misappropriates third party Intellectual Property and will, subject to clause 10, indemnify Customer for any Losses finally awarded by a court of competent jurisdiction against Customer (or any settlement approved by Tector in writing) in connection with any such Claim. If the use of the Technology by Customer has become, or in Tector’s opinion is likely to become, the subject of any Claim of infringement, Tector may at its option and expense: (a) procure for Customer the right to continue using and receiving the Technology as set forth hereunder; (b) replace or modify the Technology to make them non-infringing (with comparable functionality); or (c) if the options in subclauses (a) or (b) are not reasonably practicable, terminate this MSA and provide a pro rata refund of any prepaid Fees corresponding to the terminated portion of the applicable subscription term. Tector will have no Liability or obligation with respect to any Claim to the extent such Claim is caused by: (i) use by Customer of any version of the Technology other than the latest version made available to Customer; (ii) modification of the Technology by any party other than Tector without Tector’s express written consent; (iii) Sensor Data or Customer Confidential Information; (iv) the combination, operation or use of the Technology with other hardware, applications, materials, portions of applications, product(s) or services where the Technology would not by itself be infringing; or (v) continued use of the Technology after Customer was aware of the Claim or Tector had notified it of the possibility of the Claim (subclauses (i) through (v), “Excluded Claims”). This clause represents Customer’s exclusive remedy for infringement or misappropriation of Intellectual Property.
    2. Indemnification by Customer. Customer will defend Tector against any Claim made or brought against Tector by a third party arising out of the Excluded Claims, and Customer will indemnify Tector for any Losses finally awarded against Tector (or any settlement approved by Customer) in connection with any such Claim. 
    3. Conduct of Claims. In connection with any Claim: (a) the indemnified party will promptly notify the indemnifying party of such Claim in writing; (b) the indemnifying party will have the sole and exclusive authority to defend and/or settle such Claim (provided that it may not settle any Claim without the indemnified party’s prior written consent, which will not be unreasonably withheld, conditioned or delayed where it unconditionally releases the indemnified part of all Liability); and (c) the indemnified party reasonably cooperates with the indemnifying in connection therewith.
  3. Liabilitysome text
    1. Exclusions. Subject to clause 10.3, Tector is not Liable to Customer for any: (a) loss of actual or anticipated profits; (b) loss of sales, business or revenue; (c) loss of agreements or contracts; (d) wasted expenditure (excluding Fees paid under this MSA); (e) loss of anticipated savings; (f) loss of or damage to reputation or goodwill; (g) loss of use or corruption of software, data or information, in each case (a) to (g), whether direct or indirect; or (h) indirect or consequential damages of any character.
    2. Limitation. Any claim under or in connection with this MSA or an Order Form must be brought in connection with an Order Form and, subject to clause 10.3, the total aggregate Liability of Tector for all claims arising in any Contract Period shall not exceed an amount equal to the total amount paid by Customer to Tector under the relevant Order Form in that Contract Period.
    3. Exception. Nothing in this MSA excludes or restricts any Liability that cannot be excluded or restricted under applicable law.
  4. Terminationsome text
    1. Term. The term of this MSA will commence on the Effective Date and continue for the Initial Term, following expiration of which this MSA will automatically renew for successive Renewal Terms, unless either party provides the other party with written notice of its intention not to renew on at least 30 days prior to the end of the Initial Term or then-current Renewal Term. 
    2. Termination. Each party may terminate this MSA upon written notice to the other party if there are no Order Forms then in effect. Each party may terminate any Order Form or this MSA upon written notice to the other party if: (a) the other party commits any material breach of this MSA (including non-payment of any amounts due) and fails to remedy such breach within 30 days after written notice of such breach; or (b) if the other party experiences an Insolvency Event. 
    3. Consequences of Termination. Following termination of an Order Form for any reason: (a) Customer shall pay Tector on demand all sums (not disputed pursuant to clause ‎6.5) due to it howsoever arising from this MSA; (b) all rights and licences granted under this MSA shall terminate and Customer’s access to the Technology relevant to that Order Form shall be disabled; (c) each party shall promptly return to the other or otherwise dispose of (as the other party may instruct), all materials, documents (including Documentation) or papers whatsoever including Confidential Information of the other party which are in its possession or under its control in whatever form they are recorded or stored, including any electronic or digital storage media; and (d) the parties shall have no further obligations or rights under this MSA with respect to that Order Form, without prejudice to those which have accrued to either party prior to termination.
    4. Survival. Upon termination of this MSA, all Order Forms and all rights and obligations will immediately terminate except that accrued payment obligations and any terms or conditions that by their nature should survive such termination will survive, including the provisions relating to restrictions, proprietary rights and confidentiality, disclaimers, indemnification, limitations of liability, termination and the general provisions below. Nothing in this clause will relieve Customer of its obligation to pay Tector any amounts (including Fees) that are due as at the effective date of such termination.
  5. Generalsome text
    1. Publicity. Customer agrees that Tector may refer to Customer’s name and trademarks in Tector’s marketing materials and website. Customer agrees that Tector may prepare and publish a case study about Customer and Customer’s use of the Technology. Following the successful roll-out of the Technology, Tector shall prepare and publish a press release announcing Customer’s use of the Technology.
    2. Assignment and Delegation. Neither party hereto may assign, transfer, charge, encumber, declare a trust or otherwise deal with this MSA, in whole or in part, without the other party’s prior written consent, except that Tector may assign this MSA without consent to an Affiliate or a successor to all or substantially all of its assets or business related to this MSA. Any attempted assignment, delegation, or transfer by either party in violation hereof will be null or void. Subject to the foregoing, this MSA will be binding on the parties and their successors and assigns.
    3. Amendment and Waiver. No amendment or modification to this MSA, nor any waiver of any rights hereunder, will be effective unless agreed to in writing by both parties. Any such waiver will be only to the specific provision and under the specific circumstances for which it was given and will not apply with respect to any repeated or continued violation of the same provision or any other provision. Failure or delay by either party to enforce any provision of this MSA will not be deemed a waiver of future enforcement of that or any other provision.
    4. Relationship. Nothing contained herein will in any way constitute any association, partnership, agency, employment or joint venture between the parties hereto, or be construed to evidence the intention of the parties to establish any such relationship. Neither party will have the authority to obligate or bind the other in any manner, and nothing herein contained will give rise or is intended to give rise to any rights of any kind to any third parties.
    5. Unenforceability. If a court of competent jurisdiction determines that any provision of this MSA is invalid, illegal, or otherwise unenforceable, such provision will be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of this MSA will remain in full force and effect and bind the parties according to its terms.
    6. Governing Law and Jurisdiction. Each party irrevocably agrees that this MSA (and any non-contractual obligations arising out of or in connection with them and any claim or dispute in relation to their formation) shall be interpreted and governed by the laws of England, and subject to the exclusive jurisdiction of the courts of London, England.
    7. Notices. Any notice required or permitted to be given hereunder will be given in writing by personal delivery, certified mail, return receipt requested, by overnight delivery or by email (provided no automated bounceback received). Notices to the parties must be sent using the details stated in the relevant Order Form. 
    8. Entire Agreement. This MSA and all Order Forms constitute the entire agreement and understanding between the parties relating to their subject matter and supersede any previous agreements, discussions, correspondence, negotiations, drafts, promises, assurances, warranties, representations and/or undertakings between the parties including any usage or custom and any terms arising through any course of dealing relating to such subject matter. 
    9. Non-Reliance. Each party agrees that in entering this MSA all statements, representations, warranties and undertakings on which it relies are incorporated herein and it does not rely on (and shall have no remedy in respect of) any statement, representation (including any misrepresentation), warranty or undertaking (whether negligently or innocently made) of any person (whether party to this MSA or not) (in each case whether contractual or non-contractual) which is not expressly set out in this MSA. Each party agrees that it will have no remedy in relation to this MSA for innocent or negligent misrepresentation, negligent misstatement or mistake based on any statement in or made in relation to this MSA and other than expressly stated, the only remedy available to each party in relation to any breach of this MSA shall be for damages for breach of contract under the terms of this MSA.  
    10. Further Assurances. Each party shall do all things, and execute all documents, as may be reasonably required by the other party to give full effect to the intention of this MSA. Notwithstanding clause ‎7.2, to the extent rights in Intellectual Property expressed by this MSA to be owned by one party vest in the other party, that other party assigns (by way of present assignment of future copyright) such Intellectual Property right to the rightful party.
    11. Force Majeure. Neither party will be deemed in breach hereunder for any cessation, interruption, delay or failure in the performance of its obligations due to causes beyond its reasonable control (“Force Majeure Event”), including earthquake, flood, or other natural disaster, act of God, labour controversy, civil disturbance, terrorism, war (whether or not officially declared), pandemic, cyber-attack (including denial of service attacks), failure of any third party or Customer software, hardware or communications network, or any change in or the adoption of any law, regulation, judgment or decree. Other than as expressly required herein, Tector shall not be obliged to take any action to prevent or mitigate Force Majeure Events.
    12. Export. Customer acknowledges that the Technology and any related technology (“Controlled the Technology”) may be subject to import/export control and trade sanction laws, regulations, rules and licenses (“Export Laws”). Customer will comply with Export Laws and with such further import and export restrictions that may govern Controlled the Technology from time to time. 
    13. Interpretation. Any words following the terms ‘including’, ‘include’, ‘in particular’, ‘for example’, ‘i.e.’, ‘other’ and ‘otherwise’ or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms. In the event of any conflict between the clauses of this MSA, the documentation incorporated into this MSA by reference and any Order Form, the Order Form shall prevail, followed by the documentation incorporated by reference (including the Documentation) and finally this MSA. References to clauses are to clauses in this MSA and headings shall not affect the interpretation of this MSA. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality). A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established. A reference to a party includes that party’s personal representatives, successors and permitted assignees. Unless the context requires otherwise, words in the singular include the plural and vice versa and a reference to one gender shall include a reference to the other genders. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and includes all subordinate legislation made from time to time under that statute or statutory provision. A reference to this MSA or to any other agreement or document referred to in this MSA is a reference to this MSA or such other agreement or document as varied or novated (in each case, other than in breach of the provisions of this MSA) from time to time. A reference to writing or written includes e-mail but not fax. When a number is expressed both in words and numbers, in the event of a conflict the words shall be deemed correct.

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Schedule

Use Parameters

To ensure correct connectivity and transmission frequency doesn't drain battery

  • Transmission frequency: The total amount of transmissions should not exceed 12000.
  • Sensor inactivity: The Hardware can’t be inactive for more than 40 days.
  • Sensor connectivity: The Hardware cannot send more than 200 transmissions with a Spreading Factor above 9.

 To ensure environmental conditions don't drain the battery

  • Temperature: No more than 50 transmissions above 40 or below 2.
  • Humidity: No more than 50 transmissions above 95 while outside temperature from the local weather station is below 15 degrees (summer months).

 To ensure proper use and protect the device against damages

  • Setup guide: Must comply with installation instructions as defined in the Documentation.
  • Flooding of the sensor: If Hardware is deemed to be possibly flooded based on the transmissions from the Customer, then Tector needs to receive the Hardware for inspection in order to evaluate whether the Hardware should be replaced

Tector will use reasonable endeavours to send alerts to the Customer when these parameters are not being met.

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