Contracted Services Agreement

sThis Agreement is between Silent Sensors Limited, a private limited company incorporated in England (Reg. No. 08266547), having its principal place of business at Future Space, North Filton Road, Stoke Gifford BS34 8RB, England, (“Silent Sensors”, “SSL”, “us” , “we” and “our”), and you;

You are looking to use our equipment at our location for a short period, or contract for us to use our equipment on your behalf to perform specific and functionally workable actions for you, the details of which form part of this Agreement, provided in Annex A.

Nature of Agreement

This Agreement is a voluntary, at will and non-exclusive agreement for both parties.

We both agree that under this Agreement, or any obligation in any form or way connected to it, neither of us qualify as a contracted, part-time or full-time employee to the other.

Neither of us can present itself as an employee, manager, director or officer of the other; and neither of us can enter into any commitment, binding or otherwise, in any form, manner or style in the other’s name.

Both you and we may represent you as being a Silent Sensors client.

You act personally as an authorized signatory of your company and are not an intermediary, broker, agent, promoter or reseller of anyone else’s business or related services.

We have the absolute, discretionary right to contract with companies who may compete directly or indirectly with your business.

You have the absolute, discretionary right to contract with other companies, who may compete directly or indirectly with our business.

We have the absolute discretionary right to modify all information, terms and rates at which we want to hire out or provide contracted work using our equipment; any change to come into effect on publication to our website.

Operational Terms

Owing to our location within Future Space, and the conditions they place on us regarding access, if your company is not also based in Future Space then we can only contract to use our equipment on your behalf to perform specific and functionally workable actions for you.

Commercial and technical terms are detailed in Annex A.

You will bring such material and digital items to our premises, we will verbally confirm all points, and we will perform the services agreed.

We will complete our work, inform you directly and present them to you, in our premises if physical, by email if digital (eg testing results).

You can come by our premises to pick up any physical material we may have, or alternatively we will post them to you.

We are each responsible for our own expenses for the services we provide.

Silent Sensors’ Obligations

We commit to use all reasonable care and skill, and to the best of our abilities shall fulfill our work professionally, keeping you properly and regularly informed of progress, and deliver you the final results and/or product in a timely fashion.

We acknowledge that we have a fiduciary duty towards you, in that we are entrusted with the care of your knowledge, intellectual property rights and works, and we have an obligation to act confidentially in your best interests and for your benefit according to the principles enshrined in common law.

Your Obligations

You will provide us with all the information and materials you wish to used to complete the work agreed in Annex A present in a timely and professional manner

You will provide us in a timely manner with any and all modifications to the information and material provided as stated above, and commit to use all reasonable care and skill, and to the best of your abilities shall fulfill your obligations to us.

You acknowledge you have a fiduciary duty towards us, in that you are entrusted with the care of Silent Sensors’ brand value and reputation, and that you have an obligation to inform us in the event of any issue in the ability to provide your materials as stipulated.

Termination

Either of us can terminate this Agreement for any reason, giving the other three (3) days’ notice by email.

The person terminating exercises its right in good faith, and agrees to undertake reasonable measures to minimise any direct or indirect, actual or potential, present or future harm to the other, for example by completing outstanding subscriptions.

Copyright, Licensing and Sub-Licensing

In this Clause, “License” means the right to use any trademark, trademark registration, copyright, copyright registration or invention for which a patent is in existence or other license of rights or interests now held or hereafter acquired by any person, and “Sub-License” means the right, directly or indirectly, to grant any license or rights acquired to the other party.

Silent Sensors owns all proprietary rights in and to the copyrightable and/or copyrighted works of its own work as described in this Agreement, and retains all rights to that work.

You own all proprietary rights in and to the copyrightable and/or copyrighted works of your own designs, work and products, and retain all rights to that work.

You grant us a royalty free, worldwide, non-exclusive sub-license to use your name as set out in this Agreement.

Warranties

We warrant to you that we have the ability to execute this Agreement in accordance with the terms set and the requirements of both parties.

You warrant to us that you have the ability to execute this Agreement in accordance with the terms set and the requirements of both parties.

Nothing in this section limits or excludes any liability for fraud or fraudulent misrepresentation.

Liabilities

Silent Sensors is not liable for any damage to materials brought by you for us to use as part of this Agreement, other than the price you paid for the materials.

Silent Sensors is not liable for the failure of any physical product made by us as part of this Agreement, nor any consequential damage or injury caused by such failure, either directly or indirectly, other than reimbursement of the fees paid to us by you for making the product.

Silent Sensors is not liable for any personal harm or injury received by you whilst in our premises. Nothing in this section limits or excludes any liability for gross negligence.

Neither of us is liable for failure or delay in performing our respective obligations if that failure or delay is caused by something beyond reasonable control. In these circumstances, the party affected party must notify the other as soon as reasonably practicable so the Agreement can be suspended or terminated.

Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (made innocently or negligently) that is not set out in this Agreement.

Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this Agreement.

Other than for any payments due under this Agreement (such liability surviving the termination of this Agreement), neither of us are liable in any degree for the liabilities of the other, and no sum whatsoever will be claimed by one of us from the other for any breach of this Agreement, as the sole remedy is to terminate the Agreement as stated in the “Termination” section above.

Your total liability, however arising, under the Agreement will not exceed the total amount due to us for any work and/or services we provide you.

Notwithstanding the paragraph above, you will be liable for the unauthorised use of or passing off at your own, any of our existing or future intellectual and industrial property rights, anywhere in the world, including any invention, patent, utility model right, copyright and related right, trade mark, trade name, internet domain name, design right, design, service marks, database right, typography right, right in get-up, right in goodwill and any other right of a similar nature whether registered (or capable of registration) and the right to apply for any of these.

Other Terms

In this paragraph, “Confidential Information” means any information of a confidential nature including, without limitation, all information relating to its property, assets, business, trading practices, plans, proposals and or trading prospects, and both of us agree not to use any Confidential Information for any purpose other than in connection with this Agreement.

No one other than either of us has any right to enforce any of its terms.

No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.

You shall not assign, transfer or sub-contract any of your rights and obligations under this Agreement.

Silent Sensors reserves the right to transfer its ownership, name, brand, activities and any other business to a third party at any time, without notice to you.

This Agreement constitutes the entire agreement between us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter.

This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation is governed by, and construed in accordance with, the laws of England and Wales.