Standard Terms and Conditions of Sale

Effective Date: September 2024

These Terms and Conditions of Sale (“T&Cs”) govern the sale of products (“Products” – including interrogators, ULEB fibre, and accessories) and services (“Services” – including installation, commissioning, training, maintenance, and data analysis) by SensiPhi Ltd. (“SensiPhi”) to the purchasing entity (“Customer”).

1. General Provisions and Acceptance

1.1 Scope

These T&Cs apply to and are incorporated into all quotations, offers, contracts, invoices, purchase orders (“POs”), and

sales transactions issued or accepted by SensiPhi.

1.2 Entire Agreement

These T&Cs, together with any SensiPhi quotation, PO, specification sheet, or contract explicitly incorporating them, constitute the entire agreement between the parties and supersede all prior proposals, negotiations, or representations.

1.3 Acceptance

By issuing a PO, signing a contract, accepting a quotation, or accepting delivery of Products or Services, the Customer agrees to be bound by these T&Cs.

1.4 Amendments

No SensiPhi employee or agent may modify these T&Cs unless the modification is made in a written amendment signed by authorised representatives of both parties.

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2. Price, Payment & Taxes

2.1 Price

Prices are as stated in the accepted PO or SensiPhi quotation. Prices exclude taxes, duties, customs charges, freight, insurance, installation costs, and bank/payment fees unless expressly included.

2.2 Payment Terms

Unless otherwise stated in the PO or quotation:

-  50% on order; 50% before shipment, or

-  Net thirty (30) days from invoice date (at SensiPhi’s discretion).​

2.3 Late Payment

Late payments accrue interest at 1.5% per month or the maximum rate permitted by law. SensiPhi may suspend production, delivery, warranties, and support until all outstanding amounts are settled.

2.4 Non-Refundable Charges

Engineering work, custom modifications, site visits, and data analysis fees are non-refundable once performed.

3. Delivery, Title & Risk

3.1 Delivery

Delivery dates are estimates only. SensiPhi is not liable for delays caused by supply chain constraints, component shortages, or events beyond its reasonable control.

3.2 Incoterms

Products ship EXW (Incoterms 2020) from SensiPhi’s facility unless otherwise stated.

3.3 Transfer of Title & Risk

-  Risk transfers to the Customer upon shipment.

-  Title transfers only upon full payment of all invoiced amounts.​3--

3.4 Transfer of Title & Risk

Customer must inspect all Products within 10 days of delivery and notify SensiPhi in writing of any defects. Failure to do so constitutes acceptance.

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4. Warranty

4.1 Product Warranty

Products are warranted for twelve (12) months from shipment against material defects and non-conformance to published specifications under normal use.

4.2 Service Warranty

Services will be performed in a professional and workmanlike manner consistent with industry standards.

4.3 Exclusions

Warranty does not cover defects arising from:

(a) misuse, abuse, accident, or improper storage;

(b) installation or repair by non-authorised personnel;

(c) modification or tampering;

(d) use outside specified operating or environmental limits;

(e) use with incompatible or unapproved hardware/software;

(f) fibre installation failures or structural issues outside SensiPhi’s control.

4.4 Exclusive Remedy

SensiPhi’s sole obligation is, at its option, to:

-  repair the defective Product,

-  replace it with a functional equivalent, or

-  refund the purchase price.

-  Software

4.5 Embedded

software, firmware, analytics tools, and data-processing modules are licensed, not sold, and are provided

“as-is” except as required by law.

4.6 Warranty Disclaimer

ALL OTHER WARRANTIES – EXPRESS, IMPLIED, OR STATUTORY – INCLUDING THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT – ARE EXPRESSLY DISCLAIMED.

5. Limitation of Liability

5.1 Exclusion of Consequential Damages

SENSIPHI SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION:

-  loss of profits or revenue,

-  business interruption or downtime,

-  loss of data,

-  loss of anticipated savings,

-  third-party claims,

even if SensiPhi has been advised of the possibility of such damages.

5.2 Cap on Liability

SensiPhi’s total cumulative liability arising out of these T&Cs shall not exceed the amount paid by the Customer for the specific Product or Service giving rise to the claim.

5.3 Exceptions

The above limitations do not apply to:

(a) death or personal injury caused by SensiPhi’s proven negligence;

(b) fraud or fraudulent misrepresentation;

(c) IP infringement claims under Section 6.

6. Intellectual Property & Indemnity

6.1 Ownership

All intellectual property rights relating to:

-  Products,

-  firmware and embedded software,

-  HR-DAS and xDAS systems,

-  algorithms, analytics tools, and data models,

-  fibre processing techniques,

-  documentation and training materials remain exclusively owned by SensiPhi.

6.2 Software Licence

Customer receives a non-exclusive, non-transferable, revocable licence to use embedded software solely to operate the Products as intended.

6.3 IP Indemnity

SensiPhi will defend the Customer against third-party claims alleging infringement arising solely from unmodified SensiPhi-supplied Products, provided that:

-  Customer promptly notifies SensiPhi.

-  SensiPhi has exclusive control of defence and settlement.

-  The customer provides the necessary cooperation. xluc

6.4 Exclusion
Indemnity does not apply to claims arising from:

-  combinations with third-party equipment, software, or systems;

-  modification of the Products;

-  use outside specified or intended applications.

7. Confidentiality

Both parties agree to keep confidential all non-public, proprietary, or sensitive information disclosed by the other party, except where disclosure is required by law.

This obligation survives termination.

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8. Data & Analytics

8.1 Measurement Disclaimer

SensiPhi provides sensing data only. SensiPhi does not offer engineering certification or safety-critical decision-making.

The Customer retains full responsibility for interpreting data and making operational, structural, and safety decisions.

8.2 Ownership
-  Customer owns raw sensor data generated by its installation.
-  SensiPhi owns all algorithms, analytics, models, data-processing tools, and derived know-how.
 

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9. Governing Law & Dispute Resolution

9.1 Governing Law

These T&Cs are governed by the laws of England and Wales.

9.2 Jurisdiction

All disputes shall be submitted to the exclusive jurisdiction of the courts of London, England.

10. Export Control

Customer shall comply with all UK, EU, and US export control laws and restrictions applicable to photonics, sensing, and data-processing technologies.

11. Force Majeure

SensiPhi is not liable for delay or failure in performance caused by events beyond its reasonable control, including natural disasters, war, terrorism, labour disputes, supply chain disruptions, utility failures, or government actions.