Terms & Conditions
Service Agreement
This Software-as-a-Service Agreement (the "Agreement") sets out the terms and conditions under which Wilder Sensing Ltd ("Wilder", "we", "our", or "us") provides its services to customers ("you" or the "Customer").
By entering into a short-form contract or otherwise using our services, you agree to be bound by the terms of this Agreement. This Agreement is incorporated by reference into all service orders, proposals, and other agreements between Wilder and its Customers, unless expressly stated otherwise.
This Agreement is made between:
Vendor: Wilder Sensing Ltd
Address: Manor Farm Cottage, Eastfield Road, Blackford, Wedmore, Somerset, BS28 4NH, UK
Company Number: 14278399
Customer: The individual or legal entity identified in the relevant service order, proposal, or short-form agreement referring to this Service Agreement.
Effective Date: The date set out in the relevant short-form agreement or, if none is specified, the date on which you first access or use our services.
1. Definitions
- "Software" refers to the SaaS software provided by the Vendor, as described in Exhibit A.
- "Service" refers to the access and use of the Software, as outlined in this Agreement.
- “Agreement” refers to this Service Agreement, including all its terms, conditions, schedules, annexes and any amendments or addenda agreed upon in writing by both the Vendor and the Client.
- "Effective Date" refers to the date on which this Agreement becomes effective.
2. Grant of License
2.1 The Vendor grants the Customer a non-exclusive, non-transferable licence to access and use the Software during the term of this Agreement in accordance with the terms and conditions herein.
2.2 The licence is limited to the Customer's internal use and shall not be sublicensed, resold, or distributed to any third party without prior written consent from the Vendor.
3. Fees and Payment
3.1 The Customer shall pay the Vendor the fees as specified in Exhibit B. Payments shall be made in Pounds Sterling within 7 days from the Effective Date.
3.2 In case of late payment, the Vendor reserves the right to suspend access to the Service until all outstanding amounts are settled.
4. Service Level Agreement (SLA)
4.1 The Vendor shall use commercially reasonable efforts to provide the Service in accordance with the SLA outlined in Exhibit C.
4.2 In the event of any breach of the SLA, the Customer's sole and exclusive remedy shall be as specified in the SLA.
5. Intellectual Property
5.1 The Vendor retains all right, title and interest in the Software, including all intellectual property rights associated with it.
5.2 The Customer shall not copy, modify, reverse engineer, or create derivative works of the Software without the Vendor's prior written consent.
5.3. The Vendor reserves the right to to use the raw (audio) and processed data for research and development purposes.
6. Data Security and Privacy
6.1 The Vendor shall implement reasonable security measures to protect the Customer's data and comply with applicable data protection laws.
6.2 The Customer acknowledges and agrees that the Vendor may process and store the Customer's data as necessary to provide the Service.
7. Support and Maintenance
7.1 The Vendor shall provide technical support and maintenance for the Software as outlined in Exhibit C.
7.2 The Vendor shall use reasonable efforts to respond to support requests within a reasonable timeframe.
8. Term and Termination
8.1 This Agreement shall commence on the Effective Date and continue as defined in Exhibit 2. Agreement will not automatically renew.
8.2 Either party may terminate this Agreement in the event of a material breach by the other party that remains uncured after 30 days from written notice of such breach.
9. Liability and Indemnification
9.1 Each party shall be liable for its own actions and omissions, except as expressly provided in this Agreement.
9.2 The Customer agrees to indemnify and hold the Vendor harmless from any claims, damages, or losses arising out of the Customer's use of the Service.
9.3 Where the Customer is renting hardware from the Vendor, the Customer shall be responsible for its proper care and maintenance. In the event of damage or loss, the Customer shall replace the hardware with a like-for-like product at their own expense.
10. Confidentiality
10.1 Both parties agree to treat all confidential information disclosed during the term of this Agreement as confidential and shall not disclose it to any third party without prior written consent.
10.2 This obligation of confidentiality shall survive termination of this Agreement.
11. Governing Law and Jurisdiction
11.1 This Agreement shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of laws principles.
11.2 Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of England and Wales.
Exhibit A: Service definition
1. Service Description
1.1 The Vendor provides a cloud-based Software-as-a-Service (SaaS) solution, referred toas the "Service", which allows users to quantify changes to bird biodiversity from audio files.
1.2 The Service includes the following key features and functionality:
- Feature 1: To upload and manage audio files
- Feature 2: To analyse the audio files using Artificial Intelligence to identify which bird species are present
- Feature 3: To provide access to the results reporting via an analytics portal for 60 days after the end of the subscription period
1.3 The Service is accessible through a web-based interface allowing users to securely log in and access the platform from any compatible device with an internet connection.
2. User Management
2.1 The Service allows the Customer to request user accounts for their authorised employees or designated users for both audio file uploading and access to the analytics portal. All accounts are created by Wilder Sensing.
2.2 You can request a number of user profiles to:
● Upload data to the Wilder Sensing
● Review the results of the AI analysis.
2.3 A user can have the ability to carry out one, or both functions. There is no fee applied per user.
2.4 The Vendor will add new users when requested by the Customer within 3 working days.
3. Data Management
3.1 The Service allows the Customer to store, manage, and process data within the platform. The Customer retains ownership of their data and is responsible for the accuracy, integrity, and legality of the data uploaded or entered into the Service. All data will be deleted 60 days after the subscription period unless a new subscription agreement is in place.
3.2 User data will be stored in active (live) storage and available for immediate download for a period of 2 months from the date of upload. After this period, the data will be transitioned to archive storage. Archived data will remain accessible upon request, subject to a minimum notice period of 7 days prior to retrieval.
3.3 Retrieval of archived data for re-processing through the platform will incur an additional fee, which will be determined based on the volume of data requested.
3.4 The Vendor implements appropriate data security measures to protect the confidentiality, integrity and availability of the Customer's data in accordance with applicable laws and regulations.
4. Support and Maintenance
4.1 The Vendor provides technical support and maintenance for the Service during the term of the agreement. The support services may include:
- Assistance with initial setup and configuration of the Service.
- Troubleshooting and resolution of software-related issues.
- Ongoing updates and bug fixes to ensure the Service operates smoothly.
- Communication channels for submitting support requests, such as email or a dedicated support portal.
- Response time commitments based on the severity of the issue.
5. Training and Onboarding
5.1 The Vendor may offer training and onboarding services to assist the Customer in adopting and effectively using the Service. These services may be provided at an additional cost and can include onsite training, webinars, documentation or video tutorials.
6. Data Backup and Recovery
6.1 The Vendor maintains regular data backups to ensure the recoverability of the Customer's data in the event of a system failure or data loss.
7. Upgrades and Enhancements
7.1 The Vendor regularly releases upgrades, enhancements and new features to improve the Service's functionality and performance. These upgrades are included in the subscription fee and will be made available to the Customer as part of the ongoing service.
Exhibit B: Fees
1. Subscription Fee
1.1 The Customer shall pay a subscription fee for the use of the Software, as agreed in the applicable proposal or invoice.
1.2 The subscription fee, per audio recorder, enables unlimited audio files to be uploaded. A sensor may be changed during the course of the subscription due to damage etc.
1.3 The quoted subscription fee is based on the assumption that the Client adheres to the Vendor’s recommended recorder settings of a 24kHz sampling rate and a recording schedule of one 1 minute in every five 5 minutes. The Client may use alternative recording parameters, provided that prior notice is given to the Vendor. However, the Client acknowledges that any deviation from the recommended settings may result in additional fees, subject to increased data storage and processing requirements.
1.4 The standard subscription term is 1 year from the Effective Date, unless otherwise agreed in writing. In certain cases, a shorter-term lease may be arranged, as specified in your individual service agreement or order form.
2. Professional Services
2.1 The Vendor may offer professional services, such as training, consulting, or technical support beyond the standard support provided. These services may be billed separately at an hourly rate or as defined in a separate statement of work.
2.2 The Vendor may, upon the Client’s request, arrange for an audio file validation service to be performed by a third-party vendor. This service will be subject to an additional fee, determined by the scope and volume of the work required.
3. Billing and Payment Terms
3.1 Payment is due 7 days after the Effective Date for the full amount of the subscription.
Subscription fees should be paid into:
Bank: Starling Bank
Account Name: Wilder Sensing Ltd
Sort code: 60-83-71
Account Number: 02585497
4. Late Payment and Termination
4.1 The agreement should specify the consequences of late payment, including any applicable late fees or interest charges. It should also outline the rights of both parties to terminate the agreement in the event of non-payment or material breach.
Exhibit C: SERVICE LEVEL AGREEMENT (SLA)
1. Service Availability
1.1 The Vendor agrees to use commercially reasonable efforts to ensure the availability of the service (hereinafter referred to as the "Service") as follows:
- The Service will be available to the Customer 24 hours a day, 7 days a week, excluding scheduled maintenance periods and force majeure events.
- The Vendor will provide at least 10 days advance notice to the Customer regarding any scheduled maintenance that may affect the availability of the Service.
- In the event of any unplanned or emergency maintenance that may affect the availability of the Service, the Vendor will make reasonable efforts to minimise the impact on the Customer and provide prompt notification.
2. Performance Metrics
2.1 The Vendor shall maintain the following performance metrics for the Service:
- Uptime: The Service will achieve a minimum uptime of 98% in any given calendar month. Uptime is calculated as the total number of minutes the Service is available in a month, excluding scheduled maintenance and force majeure events, divided by the total number of minutes in the month.
- Response Time: The Vendor will use commercially reasonable efforts to respond to any reported incidents or support requests within3 days after receiving notification from the Customer.
3. Support
3.1 The Vendor shall provide technical support to the Customer during the term of the Agreement.
3.2 Support inquiries should be made by the Customer to the Vendor's designated support contact through the specified communication channels.
3.3 The Vendor shall use commercially reasonable efforts to resolve support issues and provide updates or workarounds within a reasonable timeframe, as determined by the severity and complexity of the issue.
4. Service Credits
4.1 In the event that the Vendor fails to meet the performance metrics outlined in this SLA, the Customer may be eligible for service credits as follows:
- Uptime: If the Service falls below the agreed uptime threshold in any given calendar month, the Customer will be entitled to a service credit of 12% of the monthly fee for each percentage point below the agreed uptime threshold, up to a maximum of 20% of the monthly fee.
4.2 Service credits shall be applied as a deduction from the Customer's next invoice and
cannot be redeemed for cash or transferred.
4.3 The Customer must notify the Vendor in writing within 5 days of the occurrence of any
SLA violation to be eligible for service credits.
5. Exceptions
5.1 The Vendor shall not be held responsible for any performance issues or SLA violations caused by:
- Factors outside the Vendor's reasonable control, including acts of God, natural disasters, or other force majeure events.
- Issues caused by the Customer's hardware, software, network, or other infrastructure.
- Unauthorised use or misuse of the Service by the Customer or its authorised users.
- Any actions or omissions of third-party service providers or contractors engaged by the Customer.
6. SLA Review and Amendments
6.1 This SLA shall be reviewed annually..
6.2 The Vendor reserves the right to amend this SLA upon 30 days notice to the Customer. The Customer's continued use of the Service after receiving such notice shall constitute acceptance of the amended SLA.