RENATO SOFTWARE LIMITED
SENSO - Terms of Service and End User Licence Agreement
Revised: Jan 2022 V6
Renato Software Limited (Renato) is a company registered in the UK under company number 09867339 and registered office at 11 High Street, Ruddington, Nottingham, Nottinghamshire, England, NG11 6DT.
The Senso suite of modules have been developed by Renato and Renato makes these Senso Offering(s) available on a subscription basis to Customers who have Accepted the terms of an Order Form. The Order Form incorporates these Terms and, save as varied in the Order Form, these Terms govern the use of the Senso Offering(s) whether as a subscription or trial to the exclusion of any other terms and conditions of the Customer or an Authorised Reseller.
1.1 The definitions and rules of interpretation in this clause apply in these Terms.
Accepted: means any positive affirmation of the Order Form by the Customer including but not limited to use of electronic signature, pressing an “I agree” or “I accept” button or commencement of use of the Senso Offering(s) in any way.
Add Ons: has the meaning given in clause 4.1.
Admin Users: means an individual who is authorised by the Customer to have a Senso Account and use the Senso Offering(s) and Documentation as an administrator and to whom the Customer has supplied access credentials Senso Offering(s) as further described in clause 3.
Affiliates: (i) where the Customer is a business / company Affiliates means those other companies / branches connected to the Customer as named on the Order Form (or added from time to time) which may use the Senso Offering(s) as per the Order Form or (ii) where the Customer is multi-academy trust or other grouping of schools / colleges a school or college Affiliates means those schools or colleges connected to the Customer as named on the Order Form (or added from time to time) which use the Senso Offering(s) as per the Order Form.
Alert: means any alert or notification generated by the Senso Offering(s) concerning a User’s activity through a Managed Device.
Authorised Reseller: means an entity authorised by Renato to resell Senso Offering(s) and which the Customer has contracted directly with.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 12.5 or clause12.6.
Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.
Customer: means the company, business or school named on an Order Form, and where the context directs in these Terms, includes Affiliates.
Customer Data: includes the data inputted by the Customer or Admin Users and User Data.
Customer Obligations: means the provisions of clause 9.
Data Protection Legislation: the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications) and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party.
Documentation: means online user guides, documentation, help and training materials as may be updated by Renato from time to time via https://support.senso.cloud or such other web address notified by Renato to the Customer from time to time.
Initial Subscription Term: the initial term of the Senso Offering(s) as set out in the Order Form.
Managed Device: means any device or account (whether owned or leased by the Customer or a User) for which the Customer deploys a Senso Offering(s).
Normal Business Hours: 9.00 am to 5.00 pm local UK time, each Business Day.
Order Form: the hard copy or online order form provided by Renato (or an Authorised Reseller pursuant to clause 2) which specifies the Senso Offering(s) to be provided and which is Accepted by the Customer. Each Order Form sets out the modules of the Senso Offering(s) selected by the Customer, Subscription Fee, Subscription Term, Licenced Capacity, Affiliates who are covered by the licence and any other relevant commercial detail.
Renewal Period: the period described in clause 15.2.
Senso Account: means an account created by or on behalf of the Customer which allows the Customer to manage all the settings of the Senso Offering(s).
Senso Security Datasheet: means the document available at portal.senso.cloud.
Senso Offering(s): the module or modules of the cloud based subscription software selected by the Customer and provided by Renato to the Customer under these Terms as set out in the Order Form and more particularly described in the Documentation.
Subscription Fees: the subscription fees payable by the Customer to Renato in respect of the relevant Senso Offering(s) as set out in an Order Form or due to Add Ons.
Subscription Term: has the meaning given in 15.2 (being the Initial Subscription Term together with any subsequent Renewal Periods).
Support Services SLA: the scope of Renato's provision of support which are provided free of charge as available at portal.senso.cloud. (support in addition to this is chargeable).
Terms: means the Order Form, these terms of service and end user licence agreement, Related Documents and any update to these from time to time as provided in clause 2.6.
Trial: means free use of a Senso Offering for a limited period and subject to other limitations as set out in clause 4.3.
Third Party Accounts: means those accounts that the Customer may have with other online services including but not limited to (and as example only) Microsoft Teams, Microsoft Office, MyConcern or Cpoms).
UK Data Protection Legislation: means (i) the UK GDPR, and any applicable national implementing Laws as amended from time to time (iii) the Data Protection Act 2018 to the extent that it relates to personal data and privacy (iii) all applicable law about the processing of personal data and privacy applicable in England and Wales. And where UK GDPR means: Regulation (EU) 2016/679 General Data Protection Regulation as it forms part of the law of England and Wales, Scotland, and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018 and amended by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019.
User: means an Admin User or any person who uses or accesses a Managed Device.
User Data: means any information relating to a User including a User’s personal data.
Licenced Capacity: has the meaning given in the Order Form as relevant to the Senso Offering(s) and may be any one or a combination of a number of Admin Users, Managed Device(s), User or any other determined factor.
Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
1.2 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.
1.3 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.4 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.5 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
1.6 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of the commencement of each Subscription Term.
1.7 A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of commencement of each Subscription Term under that statute or statutory provision.
1.8 A reference to writing or written includes email to Renato at: email@example.com and the Customer at the email address given in the Order Form for service emails. It does not include faxes.
2. Order Forms, Authorised Resellers and changes to Related Documents
2.1 The Senso Offering(s) can be selected from a suite of products as made available from time to time by Renato.
2.2 The Senso Offering(s) are provided on a subscription basis. Renato may, at its sole discretion, make Senso Offering(s) available on a trial basis. In either case, the Order Form shall set out the relevant details as agreed by the parties and these Terms apply.
2.3 A Customer may purchase Senso Offering(s) directly from Renato or through an Authorised Reseller. In each case the Customer agrees that these Terms govern the use of the Senso Offering(s) to the exclusion of any other terms and conditions and Renato has the right to enforce these Terms against the Customer at all times.
2.4 An Accepted Order Form or Trial confirmation (see clause 4.3) constitutes a binding contract between the parties and in accepting such terms the Customer agrees to adhere to these Terms.
2.5 Renato makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation any matters between the Customer and the Authorised Reseller, or given by the Authorised Reseller save as provided by these Terms. Any contract entered into and any transaction completed as between the Customer and Authorised Reseller is between the Customer and the relevant third party, and not Renato. The Customer shall defend, indemnify and hold harmless Renato against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with any matter concerning the acts and omissions of an Authorised Reseller’s use of the Senso Offering(s) for an on behalf of the Customer or any services provided by the Authorised Reseller.
2.6 Renato may make changes to these Terms from time to time. Renato shall give the Customer prior notice of any changes by email (as per clause 1.8 or through any Senso Account notification means the revised Terms shall apply on the date advised in such email or notification.
3. Use of the Senso Offering(s)
3.1 Subject to the Customer purchasing and maintaining the correct Licenced Capacity, payment of the Subscription Fee (including for Add Ons as per clause 3) and compliance the restrictions set out in this clause 3 and the other terms and conditions of these terms, Renato hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicences, to use the selected Senso Offering(s) and the Documentation during the Subscription Term solely for the Customer's internal business operations.
3.2 The Customer undertakes that:
- (a) it will comply with the Customer Obligations and pay all sums due to Renato in accordance with clause 10;
- (b) Use of the Senso Offering(s) and the Documentation shall not exceed the Licensed Capacity it has purchased from time to time;
- (c) it will not allow or suffer any Admin User access credentials (as per clause 3.2 (d) below) to be used by more than one individual Admin User unless it has been reassigned in its entirety to another individual Admin User, in which case the prior Admin User shall no longer have any right to access or use the Senso Offering(s) and/or Documentation;
- (d) each Admin User shall keep a secure password for his use of the Senso Offering(s) and Documentation, that such password shall be changed no less frequently than 30 days and that each Admin User shall keep his password confidential;
- (e) it shall permit Renato or Renato's designated auditor to audit the Senso Offering(s) in order to establish compliance with these Terms and, without limitation, to establish compliance with the Licensed Capacity and Affiliate use. Each such audit will be conducted remotely and on notice of not less than 3 Business Days at Renato's expense, in such a manner as not to substantially interfere with the Customer's use of the Senso Offering(s).;
- (f) if any of the audits referred to in clause 3.2(e) reveal that any password has been provided to any individual who is not an Admin User, then without prejudice to Renato's other rights, the Customer shall promptly disable such passwords and Renato shall not issue any new passwords to any such individual; and
- (g) if any of the audits referred to in 3.2(e) reveal that the Customer has underpaid Subscription Fees (for example, the Licenced Capacity has been exceeded or use by parties which would otherwise be named as Affiliates) to Renato, then without prejudice to Renato's other rights, the Customer shall Accept a revised Order Form and pay relevant Subscription Fees to reflect these Add Ons.
3.3 Subject to the intended functionality and scope in the context of Users the Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Senso Offering(s) that:
- (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
- (b) facilitates illegal activity;
- (c) depicts sexually explicit images;
- (d) promotes unlawful violence;
- (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
- (f) is otherwise illegal or causes damage or injury to any person or property;
and Renato reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause.
3.4 The Customer shall not:
- (a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement:
- (i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or
- (ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
- (b) access all or any part of the Senso Offering(s) and Documentation in order to build a product or service which competes with the Senso Offering(s) and/or the Documentation; or
- (c) use the Senso Offering(s) and/or Documentation to provide Senso Offering(s) to third parties; or
- (d) subject to clause 23.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Senso Offering(s) and/or Documentation available to any third party except the Affiliates, or
- (e) attempt to obtain, or assist third parties in obtaining, access to the Senso Offering(s) and/or Documentation, other than as provided under this clause 3; or
- (f) introduce or permit the introduction of, any Virus into Renato's network and information systems.
3.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Senso Offering(s) and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Renato.
3.6 The rights provided under this clause 3 are granted to the Customer including Affiliates only.
4. Additional Senso Offering(s)s or Licenced Capacity – Add Ons and Trials
4.1 On application of clause 3.2(g) or where the Customer may, from time to time during any Subscription Term, wish purchase additional Senso Offering(s) or Licensed Capacity for existing subscriptions of a Senso Offering (Add Ons) subject to the provisions of clause 4.2 and 4.3 below Renato shall grant access to the Senso Offering(s) and the Documentation to reflect the Add Ons in accordance with the provisions of this agreement.
4.2 Any Add Ons shall be reflected in a revised Order Form setting out, without limitation;
- (a) Where the Add On relates to extra Licenced Capacity for an existing licenced Senso Offering, the Order Form shall set out such additional Licensed Capacity and the additional Subscription Fee pro-rated from the date of activation by Renato for the remainder of the Initial Subscription Term or then current Renewal Period (as applicable).
- (b) Where the Add On is/ are an additional Senso Offering(s) the Order Form shall set out details of the additional Senso Offering(s), Licenced Capacity, Subscription Term and Subscription Fee. Where the Customer requires all/ some Senso Offering(s) subscriptions to have the same subscription term the Subscription Fee shall reflect this and be pro-rated from the date of activation of the additional Senso Offering(s) by Renato for the remainder of the existing Initial Subscription Term or then current Renewal Period (as applicable).
4.3 The Customer shall pay to Renato the relevant fees as per the Accepted Order Form in accordance with clause 10.
4.3 Trials: Any Trial offered by Renato will be subject to these Terms and provided for evaluation purposes by the Customer only and on such terms as Renato confirms to the Customer in the admin centre made available (Trial confirmation) such as time period, Senso Offering(s) or Licensed Capacity. Access to the Senso Offerings(s) will cease at the end of the Trial period. Where there is a gap in time between the end of the Trial and the commencement of a Subscription Term Customer Data input during a Trial may not be available to the Customer. This is with reference to application of Renato’s then current Data Retention Policy.
4.4 Where the Trial is an evaluation of new Senso Offering(s) (a beta trial) the Customer agrees to give such feedback on the beta form as reasonably requested by Renato.
5. Senso Offering(s)
5.1 Renato shall, during the Subscription Term, provide the Senso Offering(s) and make available the Documentation to the Customer on and subject to these Terms.
5.2 Renato shall use commercially reasonable endeavours to make the Senso Offering(s) available 24 hours a day, seven days a week, except for:
- (a) planned maintenance carried out during the maintenance window of 09.00 pm to 6.00 am UK time; and
- (b) unscheduled maintenance performed outside Normal Business Hours, provided that Renato has used reasonable endeavours to give the Customer notice in advance.
5.3 Renato will, as part of the Senso Offering(s) and at no additional cost to the Customer, provide the Customer with Support Services during Normal Business Hours in accordance with Renato's Support Service Policy in effect from time to time. The Customer may purchase enhanced support or professional services separately at Renato's then current rates.
5.4 The Customer acknowledges that Renato does not review Alerts, take any action based on Alerts save as expressly authorised by the Customer.
6. Customer data and Data Processing
6.1 The Customer acknowledges that Renato in processing the personal data of the Customer as required for contract purposes, invoicing and administering the Customer’s account with Renato the Renato Privacy Notice shall apply.
6.2 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, accuracy and quality of all such Customer Data.
6.3 In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy against Renato shall be for Renato to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data available as provided in the Business Continuity and Disaster Recovery Policy. Renato 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 Renato to perform Senso Offering(s) related to Customer Data maintenance and back-up for which it shall remain fully liable under clause 6.10.
6.4 Renato shall, in providing the Senso Offering(s), comply with the Senso Security Data Sheet.
6.5 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 6 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.
6.6 The parties acknowledge that:
- (a) if Renato processes any personal data on the Customer's behalf (for example, any personal data within the User Data) when performing its obligations under this agreement, the Customer is the controller and Renato is the processor for the purposes of the Data Protection Legislation.
- (b) Schedule 1 sets out the scope, nature and purpose of processing by Renato, the duration of the processing and the types of personal data and categories of data subject.
- (c) Subject always to clause 6.8 (b), the personal data may be transferred or stored outside the EEA or the country where the Customer and the Admin Users are located in order to provide the Senso Offering(s) and Renato's other obligations under this agreement.
6.7 Without prejudice to the generality of clause 6.5, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to Renato for the duration and purposes of this agreement so that Renato may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's behalf.
6.8 Without prejudice to the generality of clause 6.5, Renato shall, in relation to any personal data processed in connection with the performance by Renato of its obligations under this agreement:
- (a) only process the personal data to the extent, and in such a manner, as is necessary to fulfil its obligations and in accordance with the Customer's written instructions. Renato will not process the personal data for any other purpose or in a way that does not comply with this agreement or the Data Protection Legislation. Renato shall promptly notify the Customer if, in its opinion, the Customer's instructions do not comply with the Data Protection Legislation.
- (b) maintain the confidentiality of the personal data and will not disclose the personal data to third parties unless the Customer or this agreement specifically authorises the disclosure, or as required by domestic law, court or regulator (including the information commissioner). If a domestic law, court or regulator (including the information commissioner) requires Renato to process or disclose the personal data to a third party, Renato must first inform the Customer of such legal or regulatory requirement and give the Customer an opportunity to object or challenge the requirement, unless the domestic law prohibits the giving of such notice;
- (c) not transfer any personal data outside of the European Economic Area and the United Kingdom unless the following conditions are fulfilled:
- (i) Renato ensures there are appropriate safeguards in relation to the transfer;
- (ii) the data subject has enforceable rights and effective legal remedies;
- (iii) Renato complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
- (iv) Renato complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the personal data;
- (d) assist the Customer, at the Customer's cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
- (e) notify the Customer without undue delay on becoming aware of a personal data breach;
- (f) delete personal data and copies thereof or apply anonymisation to such data at on expiry or termination of these Terms in accordance with clause 15.1 or otherwise as provided by the Renato Data Retention Policy unless required by Applicable Law to store the personal data (and for these purposes the term "delete" shall mean to put such data beyond use and “anonymisation” shall mean a process by which personal data is irreversibly altered in such a way that a data subject can no longer be identified directly or indirectly, either by the data controller alone or in collaboration with any other party);
- (g) ensure that its employees with access to the personal data are informed of the confidential nature of the personal data and are bound by confidentiality obligations and use restrictions in respect of the personal data;
- reasonably assist the Customer, at no additional cost to the Customer, with meeting the Customer's compliance obligations under the Data Protection Legislation, taking into account the nature of Renato’s processing and the information available to Renato, including in relation to data subject rights, data protection impact assessments and reporting to and consulting with the information commissioner under the Data Protection Legislation; and
- (i) maintain complete and accurate records and information to demonstrate its compliance with this clause 6 and immediately inform the Customer if, in the opinion of Renato, an instruction infringes the Data Protection Legislation.
6.9 Each party shall ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and Senso Offering(s), ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it).
6.10 The Customer consents to Renato appointing those third-party processors of personal data as set out in the Renato Privacy Notice. In respect of each third party processor Renato confirms that it has entered into a written agreement incorporating terms which are substantially similar to those set out in this clause 6 and in either case which Renato undertakes reflect and will continue to reflect the requirements of the Data Protection Legislation. As between the Customer and Renato, Renato shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 6. Where Renato wishes to authorise a different or additional third- party processor Renato shall notify the Customer of this by way of a re-issue of the Renato Privacy Notice. The Customer’s rights to object are as set out in Clause 15.3 (m) in their entirety.
6.11 Either party may, at any time on not less than 30 days' notice, revise this clause 6 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to this agreement).
7. Third Party Accounts and third party providers
7.1 Third Party Accounts: The Customer acknowledges that as part of the set up of a Senso Account the Senso Offering(s) may enable or assist it to pair the Senso Offering(s) with Third Party Accounts. Such pairing is at the Customer’s sole discretion. By agreeing to any pairing the Customer grants Renato access to certain account information from the Third Party Accounts. Renato shall only use such information for the purposes of providing the pairing functionality and shall process such data in accordance with these Terms.
7.2 Third party providers: The Customer acknowledges that the Senso Offering(s) may enable or assist it to access the website content of, correspond with, and purchase products and Senso Offering(s) from, third parties via third-party websites and that it does so solely at its own risk.
8. Renato’s obligations
- (a) does not warrant that:
- (i) the Customer's use of a Senso Offering(s) will be uninterrupted or error-free; or
- (ii) that the Senso Offering(s), Documentation and/or the information obtained by the Customer through the Senso Offering(s) will meet the Customer's requirements;
- (b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Senso Offering(s) and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
8.2 Renato shall only be obliged to provide access by any third parties to the Senso Account of the Customer where authorised by the Customer in writing.
8.3 Renato does not monitor the content of the use of the Senso Offering(s) by Admin Users and Users except as required to check the Licenced Capacity and is under no obligation and shall have not responsibility to any User, Admin User or the Customer to report any use of the Senso Offering(s) to third parties.
8.4 This agreement shall not prevent Renato from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or Senso Offering(s) which are similar to those provided under this agreement.
8.5 Renato warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.
9. Customer's obligations
The Customer shall:
- (a) ensure the accuracy and completeness of all information required to set up and maintain the Customer’s Senso Account and create Senso Accounts for Admin Users;
- (b) ensure that Admin Users comply with these Terms at all times;
- (c) provide Renato with:
- (i) all necessary co-operation in relation to this agreement; and
- (ii) all necessary access to such information as may be required by Renato; in order to provide the Senso Offering(s), including but not limited to Customer Data, and links to Third Party Accounts;
- (d) keep User Data confidential;
- (e) without affecting its other obligations under this agreement, comply with all applicable laws and regulations with respect to its activities under this agreement;
- (f) carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner;
- (g) ensure that the Admin Users use the Senso Account, Senso Offering(s) and the Documentation in accordance with these Terms and shall be responsible for any Admin User's breach of these Terms;
- (h) obtain and shall maintain all necessary consents and permissions necessary from Users and Admin Users in respect of their use of / access to the Senso Offering(s);
- (i) manage Alerts in accordance with its legal obligations and policies;
- (j) ensure that its network and systems comply with the relevant specifications provided by Renato from time to time; and
- (k) be, to the extent permitted by law and except as otherwise expressly provided in this agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Renato's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
10. Charges and payment
10.1 The Customer shall pay the Subscription Fees and any other invoiced sum to Renato in accordance with this clause 10.
10.2 Renato may, in its own discretion, agree to invoice Affiliates separately in respect of their use of the Senso Offering(s) but, notwithstanding this, the Customer shall be responsible for any non-payment of any fees associated with an Affiliates use of the Senso Offering(s) at all times.
10.3 The Customer shall provide to Renato approved purchase order information acceptable to Renato and any other relevant valid, up-to-date and complete contact and billing details.
10.4 The Customer shall, unless other terms are agreed in writing, pay each invoice in cleared funds prior to the Initial Subscription Term or any Renewal Period and pay any other invoiced sum shall be paid upon receipt of invoice.
10.5 If Renato has not received payment within 7 days after the due date, and without prejudice to any other rights and remedies of Renato:
- (a) Renato may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Senso Offering(s) and Renato shall be under no obligation to provide any or all of the Senso Offering(s) while the invoice(s) concerned remain unpaid; and
- (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of Renato's bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
10.6 All amounts and fees stated or referred to in this agreement:
- (a) shall be payable in pounds sterling;
- (b) are non-refundable;
- (c) are exclusive of value added tax, which shall be added to Renato's invoice(s) at the appropriate rate.
10.7 Renato shall be entitled to increase the Subscription Fees, the fees payable in respect of the Add Ons purchased pursuant to clause 4, the rates for provision of support or professional services payable pursuant to clause 5.3 at the start of each Renewal Period upon at least 45 days' prior notice to the Customer.
11. Proprietary rights
11.1 The Customer acknowledges and agrees that Renato and/or its licensors own all intellectual property rights in the Senso Offering(s) and the Documentation. Except as expressly stated herein, these Terms do not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Senso Offering(s) or the Documentation./p>
11.2 Renato confirms that it has all the rights in relation to the Senso Offering(s) and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.
12.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party's Confidential Information shall not be deemed to include information that:
- (a) is or becomes publicly known other than through any act or omission of the receiving party;
- (b) was in the other party's lawful possession before the disclosure;
- (c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
- (d) is independently developed by the receiving party, which independent development can be shown by written evidence.
12.2 Subject to clause 12.4, each party shall hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this agreement.
12.3 Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this agreement.
12.4 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 12 it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
12.5 The Customer acknowledges that details of the Senso Offering(s) constitute Renato's Confidential Information.
12.6 Renato acknowledges that the Customer Data is the Confidential Information of the Customer.
12.7 No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
12.8 The above provisions of this clause 12 shall survive termination of this agreement, however arising.
13.1 The Customer shall defend, indemnify and hold harmless Renato against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Senso Offering(s) and/or Documentation, provided that:
- (a) the Customer is given prompt notice of any such claim;
- (b) Renato provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and
- (c) the Customer is given sole authority to defend or settle the claim.
13.2 Renato shall defend the Customer, its officers, directors and employees against any claim that the Customer's use of the Senso Offering(s) or Documentation in accordance with this agreement infringes any United Kingdom patent effective as at the date of commencement of the Subscription Term, copyright, trade mark registered in the UK, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:
- (a) Renato is given prompt notice of any such claim;
- (b) the Customer provides reasonable co-operation to Renato in the defence and settlement of such claim, at Renato's expense; and
- (c) Renato is given sole authority to defend or settle the claim.
13.3 In the defence or settlement of any claim, Renato may procure the right for the Customer to continue using the Senso Offering(s), replace or modify the Senso Offering(s) so that they become non-infringing or, if such remedies are not reasonably available, terminate these Terms on 2 Business Days' notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.
13.4 In no event shall Renato, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:
- (a) a modification of the Senso Offering(s) or Documentation by anyone other than Renato; or
- (b) the Customer's use of the Senso Offering(s) or Documentation in a manner contrary to the instructions given to the Customer by Renato; or
- (c) the Customer's use of the Senso Offering(s) or Documentation after notice of the alleged or actual infringement from Renato or any appropriate authority.
13.5 The foregoing and clause 14.3(b) states the Customer's sole and exclusive rights and remedies, and Renato's (including Renato's employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
14. Limitation of liability
WARNING: you are strongly advised to read this clause
14.1 Except as expressly and specifically provided in these Terms:
- (a) the Customer assumes sole responsibility for results obtained from the use of the Senso Offering(s) and the Documentation by the Customer, for conclusions drawn from such use and management of Alerts. Renato shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Renato by the Customer in connection with the Senso Offering(s), or any actions taken by Renato at the Customer's direction;
- (b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and
- (c) the Senso Offering(s) and the Documentation are provided to the Customer on an "as is" basis.
14.2 Nothing in these Terms exclude the liability of Renato:
- (a) for death or personal injury caused by Renato's negligence; or
- (b) for fraud or fraudulent misrepresentation.
14.3 Subject to clause 14.1 and 14.2:
- (a) Renato shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these Terms; and
- (b) Renato's total aggregate liability in contract (including in respect of the indemnity at clause 13.2, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of these Terms shall be limited to the total Subscription Fees paid by the Customer during the 12 months immediately preceding the date on which the claim arose.
15. Term and termination
15.1 These Terms shall, commence on the date of commencement of the Subscription Term relevant to the first Senso Offering supplied to the Customer and shall remain in force until the earlier of (i) the expiry of all Subscription Terms or (ii) these Terms are terminated in accordance with clause 15.3.
15.2 Subscription Term: the Subscription Term for each Senso Offering shall comprise of the Initial Subscription Term and, thereafter shall be automatically renewed for successive periods of 12 months (or any other period set out in an Order Form) (each a Renewal Period), unless:
- (a) either party notifies the other party of termination, in writing, at least 30 days before the end of the Initial Subscription Term or any Renewal Period, in which case the use of the relevant Senso Offering shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
- (b) it is otherwise terminated in accordance with clause 15.3;
and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.
15.3 Without affecting any other right or remedy available to it, either party may terminate these Terms with immediate effect by giving written notice to the other party if:
- (a) the other party fails to pay any amount due under these Terms on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;
- (b) the other party commits a material breach of any other term of these Terms which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 7 days after being notified in writing to do so;
- (c) the other party repeatedly breaches any of these Terms in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to these Terms;
- (d) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986;
- (e) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
- (f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
- (g) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;
- (h) the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;
- (i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
- (j) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;
- (k) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 15.3(d) to clause 15.3(j) (inclusive);
- (l) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
- (m) the Customer, having been notified of the appointment of a new third party processor pursuant to Clause 6.10, objects to the appointment within 5 days of the notification.
15.4 On termination of these Terms for any reason:
- (a) all licences granted under these Terms shall immediately terminate and the Customer shall immediately cease all use of all Senso Offering(s) and/or the Documentation;
- (b) each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;
- (c) Renato shall treat Customer Data in accordance with clause 6.8 (e) and the Customer acknowledges that it is not possible for Renato to supply Customer Data in any format at any time;
- (d) there will not be any refund in respect of any unexpired portion of any Subscription Term; and
- (e) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of these Terms which existed at or before the date of termination shall not be affected or prejudiced.
16. Force majeure
<p">Renato shall have no liability to the Customer under these Terms if it is prevented from or delayed in performing its obligations under these Terms, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Renato or any other party), failure of a utility service or transport or telecommunications network, act of God, epidemic or pandemic, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.
If there is an inconsistency between any of the provisions in the main body of these Terms, or an Order Form, the provisions in Order Form shall prevail.
No variation of these Terms shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
No failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
20. Rights and remedies
Except as expressly provided in these Terms, the rights and remedies provided under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.
21.1 If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Terms.
21.2 If any provision or part-provision of these Terms is deemed deleted under clause 21.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
22. Entire agreement
22.1 These Terms constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
22.2 Each party acknowledges that in entering into these Terms it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms.
22.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in these Terms.
22.4 Nothing in this clause shall limit or exclude any liability for fraud.
23.1 The Customer shall not, without the prior written consent of Renato, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms.
23.2 Renato may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms.
24. No partnership or agency
Nothing in these Terms are intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
25. Third party rights
These Terms do not confer any rights on any person or party (other than the parties to these Terms and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
26.1 Any notice required to be given under these Terms shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in these Terms, or such other address as may have been notified by that party for such purposes, or sent by email to the other party's email address as set out in clause 1.8.
26.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first Business Day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed to have been received at the time of transmission if during Normal Business Hours or otherwise at 9am on the first Business Day following transmission.
27. Governing law
These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter or formation (including non-contractual disputes or claims).
Processing, Personal Data and Data Subjects
1. Processing by Renato – Customer Data
1.1 Scope: as required for Renato to fulfil its obligations under this agreement
1.2 Nature: for Renato to fulfil its obligations under this agreement
1.3 Purpose of processing: to fulfil obligations under this agreement
1.4 Duration of the processing: the Subscription Term and any Renewal Term
2. Types of personal data: any data captured by the use of the Senso Offering by the Admin Users and Users
3. Categories of data subject: Admin Users, Users