Detailed Description
Before you purchase a Breathe London Node, we encourage you to read our guide on choosing a good location for your Node and advice on seeking permission if you want to attach it to on TfL or Council-owned street furniture.
https://www.breathelondon.org/location-installation
There is no limit on number of Nodes that can be purchased by any individual or organisation, but we limit purchases to one at a time so we can collect information such as Node name and location for the website.
The purchase price is split between Clarity and Imperial, is billed annually, and includes pre-deployment checks and realtime network QA/QC.
No money for purchased Nodes goes to the Greater London Authority (GLA).
Terms & Conditions
Before you purchase a Breathe London Node, we encourage you to read our guide on choosing a good location for your Node and advice on seeking permission if you want to attach it onto Tfl or Council-owned street furniture.
https://www.breathelondon.org/location-installation
There is no limit on number of Nodes that can be purchased by any individual or organisation, but we limit purchases to one at a time so we can collect information such as Node name and location for the website.
The purchase price, split between Clarity and Imperial, is billed annually, and includes pre-deployment checks and real-time network QA/QC.
No money for purchased Nodes goes to the Greater London Authority (GLA).
Terms & Conditions
By purchasing a Node you are agreeing the following terms and conditions:
Agreement is between IMPERIAL COLLEGE PROJECTS LIMITED, company number 9487272, located at 2nd Floor, 58 Prince’s Gate, South Kensington, London, SW7 2PG (“IPROJ”) and you (the “Host Owner”);
Hereinafter also referred to as “the Party” or “the Parties”:
a) Whereas, the Greater London Authority (“GLA”) has provided initial funding to IPROJ for the period from 14 December 2020 to 13 December 2024. This financial support aims to facilitate the Environmental Research Group (“ERG”) of Imperial College London in conducting the air pollution monitoring program known as Breathe London*. The development of the London Integrated Air Quality Network under this project seeks to enhance the granularity of air quality and pollution measurements across London (“the Project”).
b) Whereas, the Project involves collaboration with Clarity Movement Co. (“Clarity”), the supplier of small air quality sensors known as the Clarity Node-S Hardware (“the Nodes”). These Nodes are intended to furnish air measurement data crucial for Breathe London’s analytical endeavours (“the Data”). The ERG will analyse this Data to contribute to the development and enhancement of air quality and pollution measurements in London.
c) Whereas, a network consisting of various local communities and selected groups (“the Network”) has collectively agreed to host and/or be Host Owners of one or more Nodes (“the Host Owner Sites”).
d) Whereas, the Host Owner, as part of the existing Breathe London Network, can acquire one or more Nodes. This acquisition enables IPROJ to monitor and provide information on air quality for Londoners. The Host Owner has committed to hosting one or more Nodes.
The Parties hereby agree to the following Terms and Conditions:
1. ROLES AND RESPONSIBILITIES
1.1. IPROJ Roles and Responsibilities
(i) advice on the fixing or installing of the Node/s:
(ii) collect the Data from the Node/s and analyse this Data to display air pollution measurements on the Website together with information about the Host Owner. The final Dataset will be retained in the Database supported by Imperial and will be available to the general public to view and to download in near-real time;
(iii) display the Host Owner Site/s of the Node/s on the Website, including photographs of the exact position of the Node/s;
(iv) remotely check the Node/s for faults and to supply replacement Node/s for faulty Node/s for the Term of your Agreement;
(v) retain contact and any other relevant information concerning the Host Owner of the Node/s which will be used to assist in the running of the Network and for newsletters and updates;
(vi) possibly request and arrange with the Host Owner to return the Node/s to IPROJ at the end of this Agreement.
(vii) notify Host Owner of potential issue with the Node and request investigation with guidance from ERG as to checks to be made. Replace a faulty Node at no cost to the Host Owner within ten (10) working days of Host Owner investigating on site.
1.2. The Host Owner’s Roles and Responsibilities
(i) install the Node/s at specified Site/s agreed with the ERG and if applicable additional addresses shall be agreed between parties by email confirmation which is acceptable to both parties (“the Host Owner Site/s”). Any decisions for the relocation of the Hosting Site/s for the Node/s will be agreed in advance in writing with the ERG;
(ii) agree that IPROJ can share the Host Owner’s contact details with Clarity, as described above.
(iii) maintain and pay for the power supply for the Node/s where mains powered for the duration of the hosting of the Node and to carry out any periodic safety checks as required by the ERG;
(iv) keep the solar panel/s free from all obstructions and in good working order for solar powered Node/s for the duration of the Agreement;
(v) take due care of the Node/s and keep it/them reasonably secure from any wilful damage;
(vi) cover the costs of a replacement Node (approximately £575+shipping fee+VAT) if wilfully damaged;
(vii) return the Node/s to the ERG within ten (10) working days if any Node/s has/have developed a fault;
2. THE HOST OWNER SITE/S
2.1. The Host Owner shall provide IPROJ, the ERG and/or Clarity as so requested and in accordance with its Roles and Responsibilities all reasonable access to the Host Owner Site/s, and cooperation as relevant and necessary for IPROJ to undertake its Roles and Responsibilities in a timely manner.
2.2. The Host Owner will follow all instructions regarding installation of the Node/s provided to it by the ERG or Clarity and will seek further advice in advance for the clarification of any instructions that are not clear to it.
2.3. All Node/s provided to the Host Owner by IPROJ for the purposes of this Agreement shall remain the property of Host Owner for the term.
2.4. The Node/s supplied by IPROJ through its supplier, Clarity, shall be deemed to be in a good working order when received by the Host Owner and its relevant staff unless IPROJ are notified otherwise in writing within five (5) working days of the Host Owner’s receipt of the Node/s.
3. QUALITY ASSURANCE
3.1. The main toxicity that shall be captured by these Node/s are the relative concentrations during the day including changes in the patterns of peaks. Each node is tested at an outdoor reference site in London before being deployed. Each sensor must meet the indicative measurement uncertainty as defined in EU (CEN) standards. We have developed a second stage calibration process that will correct node measurements in near real-time.
4. DATA OR INFORMATION COLLECTED
4.1. Unless specified to the contrary in Schedule A, all relevant data or information resulting from the Services shall be shared with the Host Owner via the Website. Subject to Intellectual Property Rights the Host Owner shall have the right to use such information for publication of a report or may publish it on their website.
5. INTELLECTUAL PROPERTY RIGHTS (IPR)
5.1. For the avoidance of doubt IPROJ and/or Imperial College London will be the eventual owner of all the aggregated Data collected from the Node/s at the Host Owner Site/s and of all results arising from the collected Data in order for IPROJ to be in compliance with the terms of its agreement with the GLA.
6. CONFIDENTIALITY
6.1. Each Party shall take all reasonable measures to keep confidential all information which is received from the other Party under this Agreement and which is specified by the disclosing Party to be confidential at the time of disclosure, and direct its employees, agents and sub-contractors to do the same (“the Confidential Information”).
6.2. All Data produced by the Node/s will be treated by the Host Owner as the Confidential Information and proprietary property of IPROJ.
6.3. The Host Owner will protect and keep in strict confidence the Confidential Information using reasonable care to apply the same degree of protection and safeguards as it uses to protect its own Confidential Information and material of similar importance and will not divulge to any third party any of the Confidential Information and will not make use of any such Confidential Information.
6.4. The obligations of the Parties under this clause 6 shall survive the expiry or termination of this Agreement, whichever is the earlier, for a period of five (5) years other than the Confidential Information that comes into the public domain through the Website.
7. PUBLICITY, PUBLICATION AND USE OF NAME
7.1. Publicity: Subject always to prior written approval, which shall not be unreasonably withheld, and as further set out under the attached Terms and Conditions, the Host Owner will be welcome to publicise that it is hosting a Breathe London Node along with the www.breathelondon.org website address (the “Website”). All such publicity must acknowledge Imperial College Projects Limited, Clarity Movement Company and the Mayor of London and must first of all have the express prior written approval of IPROJ.
7.2. The Host Owner shall not use the name, crest, logo or registered image of Imperial College Projects Limited (IPROJ), the Environmental Research Group (ERG), Clarity Movement Company, or Imperial College London without the express, and prior written permission of IPROJ. Neither Party shall use the name, crest, logo or registered image of the other Party to the Project which shall include Clarity Movement Company, nor the name of any representative or any employee or member of staff or student of the other Parties, nor their identity implied for any purpose without the express, prior written permission of the Host Owner or IPROJ. For the avoidance of doubt, these restrictions shall include any press release, produce advertising or publishing of the methods and results of the Project for commercial or academic purposes.
8. WARRANTIES AND LIABILITIES
8.1. As set out the Host Owner’s Roles and Responsibilities in the Agreement, the Host Owner shall take due care of the Node/s and reasonably keep it/them safe from any loss or damage.
8.2. Nothing in these terms and conditions limits or excludes a Party’s liability for personal injury (including death) caused by the negligent or wilful act or omission of the other Party or their servants or agents; or for any damage or liability incurred by a Party as a result of fraud or fraudulent misrepresentation by the other Party.
8.3. The Host Owner will be responsible for holding current Public Liability Insurance to indemnify IPROJ under the terms of this Agreement, such Insurance to remain in place for six (6) years after the Termination of this Agreement.
8.4. Subject to the exclusions under clauses 8.1, 8.2 and 8.3 and above whether in contract, tort (including negligence), breach of statutory duty or otherwise, the aggregate liability to the other Party will not exceed the total amount of the current replacement value of the Node/s at the time of the loss or damage. The liability of either Party for any breach of this Agreement will not extend to any indirect, incidental or consequential damages or losses including (without limitation) loss of profits, loss of business, loss of anticipated savings or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses arising under or in connection with this Agreement.
9. INSURANCE
9.1. The Host Owner shall obtain and maintain throughout the term of this Agreement, with one or more reputable insurers, such policy or policies of insurance as are adequate to cover its prospective liabilities (unless unlimited under clause 8 of the Warranties and Indemnities in connection with this Agreement:
(a) Public liability insurance.
9.2. Failure to obtain any required insurance shall not operate to reduce the Host Owner’s liability under this Agreement.
10. RELATIONSHIP BETWEEN THE PARTIES
10.1. Nothing in this Agreement will be construed as establishing or implying any partnership or joint venture between the Parties, or be deemed to constitute either of the Parties as the agent of the other to authorise either Party to do any of the following without first obtaining the other Party’s prior written consent: (a) incur any expense on behalf of the other Party; (b) enter into any engagement or make any representation or warranty on behalf of the other Party; (c) pledge the credit of or otherwise bind or oblige the other Party; or, (d) commit the other Party in any way whatsoever.
11. FORCE MAJEURE
11.1. Neither Party shall have any liability or be deemed to be in breach of this Agreement for any delays or failures in the undertaking of its Roles and Responsibilities that result from circumstances beyond the reasonable control of that Party, including without limitation labour disputes and acts of terrorism involving that Party. The Party affected by such circumstances shall promptly notify the other Party in writing when such circumstances cause a delay or failure in performance and when they cease to do so.
12. TERMINATION
12.1. Either Party may terminate this Agreement on one (1) week’s written notice to the other Party prior to the commencement of the Hosting.
12.2. Either Party may terminate this Agreement forthwith by written notice given to the other Party if (i) the Key Personnel becomes unable or unavailable to continue with the Hosting of the Node/s; (ii) the other Party is either (i) a company, and the company passes a resolution or the court makes an order that it should be wound up or that an administrator be appointed, or makes a composition or an arrangement with its creditors, or if a receiver or manager or administrator on behalf of a creditor is appointed, or if circumstances arise which entitle the court or a creditor to appoint a receiver, manager or administrator or which entitle the court to make a winding up order; or (ii) is an individual or a partnership which at any time becomes bankrupt, or has a receiving order made against him or her or makes any composition or arrangement with or for the benefit of his or her creditors, or purports to do so.
12.3. Termination shall not affect the accrued rights, remedies, obligations and liabilities of the Parties as at Termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of Termination, and Clauses which expressly or by implication have effect after Termination shall continue in full force and effect notwithstanding Termination.
13. THIRD PARTY RIGHTS
13.1. Imperial College of Science, Technology and Medicine (“Imperial College London”) may enforce the terms of clauses 5 and 7 subject to and in accordance with those clauses and the provisions of the Contracts (Rights of Third Parties) Act 1999.
13.2. Except as provided in clause 13.1, nothing in this Agreement or its Schedules shall confer or purport to confer on any third party any benefit or any right to enforce any term of this Agreement.
14. DATA PROTECTION
14.1. The Parties will comply with all applicable laws, regulations, codes and sanctions including but not limited to the Bribery Act 2010 and the Data Protection Laws. The Parties shall at all times comply with all applicable laws, regulations, codes and sanctions including, but not limited to, the UK Data Protection Act 2018, the Bribery Act 2010, and Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and repealing Directive 95/46/EC (General Data Protection Regulation, sometimes known as the “EU GDPR”) and/or the UK-specific version of the General Data Protection Regulation known as the “UK GDPR”, as applicable (“GDPR”) and all other legislation enacted or laws applicable in the UK in respect of the protection of personal data, including the Privacy and Electronic Communications (EC Directive) Regulations 2003 and any code of practice or guidance published by the ICO (or equivalent regulatory body) from time to time. The Parties agree that if either Party takes on the role of “Controller” or “Processor” as defined in GDPR for the purposes of this Agreement hereunder a further written agreement will be required, and that in such event they shall take all reasonably necessary steps to formalise and execute such further agreement.
15. NOTICES
15.1. Notices for administrative and contractual purposes under this Agreement shall be in writing, sent for the attention of the intended recipient Party’s representative at the address set out in the “Contact Details” section of the Order Form (or such other address or person as the relevant Party may notify to the other Party) and shall be delivered either, personally or, by courier, pre-paid, first class post, recorded delivery, fax or email.
15.2. All technical notices will be sent to the ERG and the Host Owner’s representative.
15.3. A notice is deemed to have been received: if delivered personally or by email, at the time of delivery; in the case of pre-paid first class post, recorded delivery or courier, forty-eight (48) hours from the date of posting. If deemed receipt under this clause 15.3 is not within working hours the notice will be deemed to be received at the commencement of normal working hours on the first working day following delivery. To prove service of a notice served by post or by courier, it is sufficient to prove that the envelope containing the notice was properly addressed and posted or handed to the courier, as the case may be.
16. ENTIRE AGREEMENT
16.1. This Agreement including its schedules constitutes the entire agreement between the Parties and supersedes all previous understandings, commitments or agreements relating to the Services.
16.2. Additions or changes to the Agreement will only be binding upon the Parties where they are agreed in writing by authorised representatives on behalf of each Party.
16.3. For the avoidance of doubt the terms of this Agreement shall take precedence over the terms of any Purchase Order/s or invoice terms for this Agreement.
17. GENERAL
17.1. Failure to exercise, or any delay in exercising, any right or remedy provided under this Agreement or by law will not constitute a waiver of that or any other right or remedy, nor will it preclude or restrict any further exercise of that or any other right or remedy.
17.2. Neither Party will assign, sub-contract, transfer, charge, mortgage or deal in any manner with all or any of its rights or obligations under this Agreement without the prior written consent of the other Party, such consent not to be unfairly withheld or delayed.
17.3. If any provisions, or portions thereof, of this Agreement are held to be invalid or unenforceable under any applicable statute or rule of law, the validity of other provisions of this Agreement and the remainder of the provision in question will not be affected thereby.
17.4. This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
17.5. Nothing in this Agreement or in its operation shall preclude or in any way impair or restrict either Party from continuing to engage in its business otherwise than in breach of the terms of this Agreement.
17.6. References in this Agreement to writing include communication by e-mail.
18. GOVERNING LAW & DISPUTE RESOLUTION
18.1. This Agreement shall be governed by the Laws of England and Wales and the Parties submit to the exclusive jurisdiction of the English Courts.
18.2. The Parties shall use reasonable endeavours to discuss and resolve any disputes which may arise from this Agreement.
*The current funding from GLA will terminate on 13 December 2024. The Breathe London name and website address may change, however the Network will continue to be supported by Imperial.
