Terms of service.

Parties & definitions

These terms are between [the Operator] ("BinSense", "we", "us") and the organisation identified as the customer on the applicable order form (the "Customer", "you"). Together, the parties.

Definitions used throughout:

• Platform. The BinSense web dashboard, driver tablet app, APIs, LoRaWAN network server, and the hosted services that ingest and store sensor telemetry and resident reports.
• Hardware. Sensors, LoRaWAN gateways, QR-code labels and any other physical equipment supplied under an Order Form.
• Order Form. The written or electronic order describing fees, deployment scope, term, and any agreed deviations from these terms.
• Customer Data. All data and content uploaded to, generated within, or derived from the Customer's use of the Platform, including sensor telemetry, resident reports, route data and audit logs.
• Personal Data, Process, Controller, Processor have the meanings in the UK GDPR and the Data Protection Act 2018.

Acceptance and order form

These terms apply once the parties sign the first Order Form. Each Order Form forms part of the contract; if anything in an Order Form expressly varies these terms, the Order Form prevails for that engagement. Renewals are on the version of these terms in force at the renewal date, with reasonable notice of any material change.

The service we provide

We will use commercially reasonable efforts to:

• Provision the Platform on Microsoft Azure UK regions, configure it for the Customer's deployment, and make it available to authorised users;
• Operate the LoRaWAN network server and ingestion pipeline so that sensor telemetry from supplied or compatible devices is delivered into the dashboard;
• Provide a driver tablet app with optimised routing and proof-of-collection capture;
• Make the QR-reporting intake available and route reports into the Customer's dashboard;
• Apply security patches, monitor for incidents, and back up Customer Data in line with section 13.

Sensors, gateways and other hardware

Where the Order Form covers Hardware, title and risk pass on full payment of the supply invoice. We provide a manufacturer-backed warranty of 24 months against defects in materials and workmanship under normal use; damage caused by collection vehicles, vandalism, fire, flood or fitting in a manner contrary to the installation guide is excluded.

Sensor batteries are designed for long life (typically 5–10 years depending on reporting cadence and environment) but are consumables. Replacement at end-of-life is outside the warranty and either chargeable or covered by an annual maintenance plan, as set out in the Order Form.

Customer responsibilities

To get the most from the Platform, the Customer will:

• Provide the access, surveys and stakeholder co-operation needed to plan and install gateways and sensors safely;
• Operate the LoRaWAN gateways on its own infrastructure where the Order Form specifies the council-owned network model (we will help with site selection, mounting and commissioning);
• Keep authorised user lists and access roles up to date and revoke access promptly when a staff member leaves;
• Ensure that crews using the driver app have been trained and that personal devices used by crews meet the Customer's mobile device management policy where it has one;
• Comply with the law, including the UK GDPR, in relation to its operation of the service and any resident-facing materials.

Connectivity and the LoRaWAN network

LoRaWAN is a low-power radio protocol. Coverage depends on gateway placement, terrain, building density and other RF conditions. As part of deployment we provide a coverage survey and indicative quality of service; once live, we monitor uplink success rates and flag persistent dropouts, but we do not warrant individual-message delivery.

Where the Order Form provides for a managed network rather than a Customer-owned one, the relevant network server provider is named on the Sub-processors page.

Resident QR reporting

The QR-reporting intake is supplied as part of the Platform. The Customer is the controller of any personal data submitted via the intake and is responsible for the resident-facing privacy notice that sits alongside the form. We provide template wording on request. We do not market to residents, profile their submissions, or use them for any purpose other than delivering reports to the Customer.

Acceptable use

The Customer must not, and must ensure its authorised users do not:

• Use the Platform for any purpose other than the smart-waste use case described in the Order Form;
• Use the Platform to monitor identifiable individuals, profile residents, or to do anything that would not be lawful under the UK GDPR or the law of England and Wales;
• Reverse engineer, decompile, or attempt to extract the source code of the Platform;
• Resell, sublicense or provide the Platform as a service to a third party other than as expressly permitted by the Order Form;
• Introduce malware, attempt to penetrate the Platform without our written consent, or otherwise interfere with its operation.

Fees, invoicing and price changes

Fees are set out in the Order Form, exclusive of VAT. Recurring fees are invoiced annually in advance unless the Order Form states otherwise; Hardware is invoiced on delivery. Payment is due within 30 days of a valid invoice. Late payment may attract statutory interest under the Late Payment of Commercial Debts (Interest) Act 1998 at the default rate.

For multi-year contracts, recurring fees may be adjusted on each anniversary by the higher of CPI or 3%, with at least 60 days' notice.

Intellectual property

The Platform, the BinSense brand, software, documentation and any improvements we make remain our (or our licensors') intellectual property. We grant the Customer a non-exclusive, non-transferable, revocable licence to use them for its own use during the term.

The Customer retains all rights in Customer Data, and grants us only the licence we need to operate the Platform and provide the service.

Confidentiality

Each party will keep the other's confidential information confidential, and use it only for the purposes of the contract. Confidential information does not include information that is already public, independently developed, or required to be disclosed by law (in which case the affected party will, where lawful, give the other reasonable notice).

Customer Data and data protection

The Customer owns Customer Data. We process Personal Data within Customer Data as the Customer's Processor on the terms of the Data Processing Agreement that forms part of this contract. Our roles, sub-processors, transfers and retention are set out in our Privacy notice and on the Sub-processors page.

On termination, we will make Customer Data available for export in a commonly used format for 60 days after the effective date of termination. After that period we will delete Customer Data from production systems, with deletion from backups occurring on the rolling backup expiry schedule.

Security

We maintain a documented information security programme aligned with ISO 27001. The technical and organisational measures we apply to Customer Data are summarised in the Privacy notice and detailed in the DPA. Where the Customer requires additional controls (for example, restricted source IP allowlists for the dashboard), we will agree those in the Order Form.

Service availability

We target 99.5% monthly availability for the dashboard and ingestion services, measured excluding planned maintenance windows and force majeure. Where we fail to meet the target in a given month, the Customer may claim service credits as set out in the Order Form.

"Planned maintenance" means scheduled work notified at least 5 business days in advance, normally outside UK working hours.

Suspension

We may suspend the Platform (in whole or in part) if there is an immediate security risk, if invoices remain unpaid for more than 60 days after the due date, or if continued provision would cause us to breach the law. We will give as much notice as is reasonably practicable and restore service as soon as the reason for suspension is resolved.

Term and termination

The contract runs for the initial term in the Order Form and renews for further periods of the same length unless either party gives at least 90 days' written notice not to renew. Either party may terminate immediately on written notice if the other commits a material breach not cured within 30 days of notice, becomes insolvent, or ceases to trade.

Warranties and disclaimers

Each party warrants it has authority to enter into the contract. We warrant that the Platform will conform in all material respects to its documentation and that we will provide the service with reasonable skill and care. Other than as set out in the contract, all warranties, conditions and other terms implied by statute or common law are excluded to the fullest extent permitted by law.

Limitation of liability

Nothing in the contract limits liability for death or personal injury caused by negligence, fraud, or anything else that cannot lawfully be limited.

Subject to that, neither party will be liable for any indirect or consequential loss, loss of profit, loss of contracts, or loss of anticipated savings; and each party's total liability arising under or in connection with the contract in any contract year is capped at the greater of (a) the fees paid or payable by the Customer in the 12 months preceding the event giving rise to the claim or (b) £100,000.

Indemnity

We will indemnify the Customer against third-party claims that the use of the Platform as supplied infringes a third party's UK intellectual property rights, subject to prompt notice, our sole control of the defence and the Customer's reasonable co-operation. We may, at our option, modify the Platform, obtain a licence, or terminate the affected Order Form and refund the unused portion of the fees.

Force majeure

Neither party is liable for delay or failure to perform caused by an event outside its reasonable control, including failures of national infrastructure, public health emergencies, war, terrorism, industrial action by third parties, or material outages of our sub-processors. The affected party will take reasonable steps to mitigate.

Changes to these terms

We may update these terms from time to time. We will publish the new version on this page with an updated effective date and notify the Customer's account administrators of any material change. Changes take effect 30 days after notification, except urgent security-related changes that may take effect sooner.

Notices

Formal notices must be in writing and sent to the contact details set out in the Order Form, with a copy to compliance@binsense.co.uk. Email is acceptable for routine operational matters.

General

The contract is the entire agreement between the parties on its subject and supersedes any prior discussion or proposal. Neither party may assign without the other's consent, except to a successor on an internal reorganisation. If any provision is held unenforceable, the rest of the contract continues in force. A failure to enforce is not a waiver. No third party may enforce the contract under the Contracts (Rights of Third Parties) Act 1999.

Governing law and jurisdiction

The contract is governed by the laws of England and Wales, and the parties submit to the exclusive jurisdiction of the English courts.