Rural Senses LTD or their applicable affiliates (“Rural Senses”, “The company”, “The service provider” “we”, “us” or “our”) welcome you to our online dashboard.

Rural Senses Ltd is A Company Limited by Guarantee, Registered in England. Registration number: 11792421. Registration Office: 13 Meadow Prospect, Oxford OX2 8PP, United Kingdom.

For queries, please email: [email protected] 

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INTRODUCTION

Rural Senses is in the business of providing data collection and analysis services in relation to the issues and challenges facing rural communities in developing countries.

AGREED TERMS

1. Interpretation

The following definitions and rules of interpretation apply in this agreement. 

• Applicable Laws: all applicable laws, statutes, regulations and codes from time to time in force.
• Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
• Change Order: has the meaning given in clause ‎1.
• Data Subject: an identified or identifiable natural person whose Personal Data are processed in the context of the Services.
• Fee: the sums payable for the Services, as set out in Schedule 2.
• Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of Control shall be construed accordingly.
• User Materials: all documents, information, items and materials in any form, whether owned by the User or a third Party, which are provided by the User to Rural Senses in connection with the Services.
• Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
• Personal Data: any information about an identified or identifiable natural person.
• Rural Senses Personal Data: any personal data which Rural Senses processes in connection with this agreement, in the capacity of a controller.
• UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
  1. Clause, Schedule and paragraph headings shall not affect the interpretation of this agreement.
  2. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
  3. The Schedules form part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Schedules.
  4. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
  5. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
  6. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
  7. This agreement shall be binding on, and enure to the benefit of, the Parties to this agreement and their successors and permitted assigns, and references to any Party shall include that Party’s successors and permitted assigns.
  8. Unless expressly provided otherwise in this agreement, a reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time.
  9. A reference to writing or written includes fax and email.
  10. Any obligation on a Party not to do something includes an obligation not to allow that thing to be done.
  11. A reference to this agreement or to any other agreement or document referred to in this agreement is a reference of this agreement or such other agreement or document, in each case as varied from time to time.
  12. References to clauses and Schedules are to the clauses and Schedules of this agreement and references to paragraphs are to paragraphs of the relevant Schedule.
  13. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2. Commencement and duration
   • This agreement shall commence on the date when it has been signed by all the Parties and shall continue until the Services have been provided to the User, unless terminated earlier in accordance with clause ‎13 (Termination).
3. Rural Senses’ responsibilities
   • Rural Senses shall use reasonable endeavours to supply the Services to the User in accordance with this agreement in all material respects.
4. Intellectual property rights
   • In relation to any information, data or other output of the Services (“Deliverables”):
     • Rural Senses and its licensors shall retain ownership of all Intellectual Property Rights in the Deliverables, excluding the User Materials;
     • the User shall not sub-license, assign or otherwise transfer the rights granted in clause ‎1(b) without the prior written consent of Rural Senses.

5. Compliance with laws and policies
   • In performing its obligations under this agreement, Rural Senses shall comply with the Applicable Laws.
   • Changes to the Services required as a result of changes to the Applicable Laws shall be agreed via the change control procedure set out in clause ‎6 (Change control).
6. Data protection
   • The Parties act as independent controllers, as defined in and interpreted under the UK GDPR, of Personal Data processed in the context of the Services.
   • The User shall not try to identify or contact Data Subjects based on Personal Data or other information received from Rural Senses in the context of the Services.
   • The User shall inform Rural Senses promptly, and in any case no later than 24 hours after receiving it, of any request from:
     • a Data Subject exercising rights under Applicable Data Protection Laws; or
     • a Supervisory Authority related to the processing of Personal Data of Data Subjects.

7. Confidentiality
   • The user shall keep confidential all Intellectual Property (including Deliverables) disclosed by Rural Senses to the User during the course of the agreement.
   • Each Party undertakes that it shall not at any time during this agreement, and for a period of two years after termination or expiry of this agreement, disclose to any person any confidential information concerning the business, affairs, customers, users or suppliers of the other Party, except as permitted by clause ‎2.
   • Each Party may disclose the other Party’s confidential information:
     • to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the Party’s rights or carrying out its obligations under or in connection with this agreement. Each Party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other Party’s confidential information comply with this clause ‎11; and
     • as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
     • No Party shall use any other Party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.
     • Each Party shall notify the other Party immediately if it becomes aware of any disclosure in breach of the obligations in this clause 11. The Parties will take all such steps as are necessary to prevent further disclosure.
8. Limitation of liability
   • Scope of this clause. References to liability in this clause ‎12 include every kind of liability arising under or in connection with this agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
   • No limitations in respect of deliberate default. Neither Party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.
   • No limitation of the User’s payment obligations. Nothing in this this clause ‎12 shall limit the User’s payment obligations under this agreement.
   • Liabilities which cannot legally be limited. Nothing in this agreement limits any liability which cannot legally be limited, including liability for:
     • death or personal injury caused by negligence; and
     • fraud or fraudulent misrepresentation.
   • No liability for claims not notified within [12] months. Unless the User notifies Rural Senses that it intends to make a claim in respect of an event within the notice period, Rural Senses shall have no liability for that event. The notice period for an event shall start on the day on which the User became, or ought reasonably to have become, aware of the event having occurred and shall expire [12] months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
9. Assignment and other dealings

Neither Party shall assign the whole or any part of this agreement or any benefit or interest in or under this agreement without the prior written consent of the other Party.

10. Variation

Subject to clause ‎6 (Change control), no variation of this agreement shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).

11. Waiver
    • A waiver of any right or remedy under this agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
    • A failure or delay by a Party to exercise any right or remedy provided under this agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.
12. Severance
    • 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.
    • If any provision or part-provision of this agreement is deemed deleted under clause ‎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.
13. Entire agreement
    • This agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
    • Each Party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
14. Conflict

If there is an inconsistency between any of the provisions of this agreement and the provisions of the Schedules, the provisions of this agreement shall prevail.

15. No partnership or agency
    • Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, constitute any Party the agent of another Party, or authorise any Party to make or enter into any commitments for or on behalf of any other Party.
    • Each Party confirms it is acting on its own behalf and not for the benefit of any other person.
16. Third Party rights

This agreement is not intended to confer any rights on any third party pursuant to the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. 

17. Counterparts

This agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

19. Governing law

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 shall be governed by and construed in accordance with the law of England and Wales.

21. Jurisdiction

Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.