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
Background:
The core Network is funded by the London Mayor. Imperial College Projects Limited (“IPROJ”) has signed an agreement with The Greater London Authority (“GLA”) for the Environmental Research Group (“ERG”) of Imperial College London to undertake the next phase of the GLA’s air pollution monitoring programme with the Breathe London Community Sensor Network programme (“Breathe London”). The development of this London Integrated Air Quality Network aims to provide greater detail on London’s air quality and pollution measurements for Breathe London (“the Project”).
The Project is being undertaken by the ERG with collaboration with Clarity Movement Co. (“Clarity”) the supplier of small air quality sensors, the Clarity Node-S Hardware, (“the Nodes”) and runs to 31st October 2024 (“the Duration”). The Nodes will provide air measurement data for Breathe London’s analysis (“the Data”). The Data will be analysed by the ERG for the development and improvement of London’s air quality and pollution measurements.
The Network
The Network is designed to be a group of local communities and other selected groups who have each agreed to host and/or be a Host Owner of one or more of the of the Nodes.
IPROJ is responsible to the GLA for increasing the number of air monitoring sites for the Network and for the monitoring and collection of the Data for the Nodes which will be installed by Host Owner in agreed locations throughout Greater London (“the Host Owner Sites”).
Quality assurance
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 are developing a second stage calibration process that will correct node measurements in near-real time. We plan to implement this in summer 2021.
Recommended applications
Breathe London uses Clarity Node S sensors (www.clarity.io) to measure NO2 and PM2.5. These are not reference grade equipment as defined in EU (CEN) standards. Instead, they are tested to meet indicative standards. This means that they may not be used to replace measurements required by Local Air Quality Management (TG18). However, they can provide supplementary information on air pollution. Defra’s Air Quality Expert Group (https://uk-air.defra.gov.uk/research/aqeg/pollution-sensors.php) have provided some suggested applications.
These include:
- Increasing public awareness of air pollution.
- Finding out when during the day air pollution is at its highest or lowest at a particular location.
- Investigating which areas of a town or city had highest or lowest level of air pollution.
- Providing supplementary information to support regulatory / reference measurements.
They are unlikely to be suitable to detect small, long-term trends in concentrations over several years nor accurately assess concentration compared with legal limits.
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.
The Term
Unless terminated earlier as set out in the attached Terms and Conditions, the Term of this Agreement will be from the date of delivery of the Node(s) to the Host Owner for a duration of 12 months but shall not be longer than 13th December 2023, unless the Project Duration is extended to 31st October 2024.
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.
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.
Roles and Responsibilities
IPROJ, the ERG and Clarity’s Roles and Responsibilities
To:-
(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 Breathe London website together with information about the Host Owner. The final
Dataset will be retained in the Breathe London Database 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 Breathe London 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 Hosting 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 Breathe London 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.
The Host Owner’s Roles and Responsibilities
To:-
(i) install the Node/s at specified Site/s agreed with the ERG [address to be added] (“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 Hosting 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 £450 +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;
(hereinafter “the Party” or “the Parties”).
The Host Owner Site/s
- 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.
- 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.
- All Node/s provided to the Host Owner by IPROJ for the purposes of this Hosting Agreement shall remain the property of Host Owner for the Term.
- 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.
Data or Information Collected
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 Breathe London 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.
Intellectual Property Rights
For the avoidance of doubt IPROJ will be the eventual owner of all the aggregated Data collected from the Node/s at the Host Owner Site/s and all results arising from the collected Data in order for IPROJ in compliance with the terms of its agreement with the GLA.
Confidentiality
- 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”).
- All Data produced by the Node/s will be the treated by the Host Owner as the Confidential Information and proprietary property of IPROJ.
- 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.
- The obligations of the Parties under these Confidentiality clauses 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 Breathe London website.
Publicity, Publication and Use of Name
- 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.
Warranties and Liabilities
- As set out under the Host Owner’s Roles and Responsibilities in the Hosting Agreement, the Host Owner shall take due care of the Node/s and reasonably keep it/them safe from any loss or damage.
- Nothing in these terms and conditions limits or excludes a Party’s liability for personal injury (including death) caused by the negligent or willful 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.
- 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 Hosting Agreement.
- Subject to the exclusions under clauses 1, 2 & 3 above of the Warranties and Liabilities clauses 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 Hosting 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 Hosting Agreement.
Insurance
- The Host Owner shall obtain and maintain throughout the term of this Hosting 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 4 of the Warranties and Indemnities in connection with this Hosting Agreement:
- a) Public liability insurance.
- Failure to obtain any required insurance shall not operate to reduce the Host Owner’s liability under this Agreement.
Relationship Between the Parties
- Nothing in this Hosting 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.
Variation of Contract
- Neither Party will be bound by any variation, addition to or amendment of these terms unless such is agreed in writing by the Parties and signed on their behalf by a duly authorised party.
Force Majeure
- Neither Party shall have any liability or be deemed to be in breach of this Hosting 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.
Termination
- Either Party may terminate this Hosting Agreement on one (1) week’s written notice to the other Party prior to the commencement of the Hosting.
- Either Party may terminate this Hosting 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 entitles the court to make a winding up order; or, (ii) which at any time becomes bankrupt.
- Termination shall not affect the accrued rights, remedies, obligations and liabilities of the Parties as at Termination, including the right to claim damages under the terms of this Hosting 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.
Third Party Rights
- Imperial College of Science, Technology and Medicine (“Imperial College London”) may enforce the terms of the Intellectual Property clauses, the Confidentiality clauses and the Publicity, Publication and Use of Name clauses subject to and in accordance with those clauses and the provisions of the Contracts (Rights of Third Parties) Act 1999.
- Except as provided in clause the above clause 1 for Third Party Rights nothing in this Hosting Agreement shall confer or purport to confer on any third party any benefit or any right to enforce any term of this Hosting Agreement.
Data Protection
- 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 Hosting 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.
Notices
- All technical notices will be sent to the ERG and the Host Owner’s representative.
- 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 Notices clause 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.
General
- Failure to exercise, or any delay in exercising, any right or remedy provided under this Hosting 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.
- 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 Hosting Agreement without the prior written consent of the other Party, such consent not to be unfairly withheld or delayed.
- If any provisions, or portions thereof, of this Hosting Agreement are held to be invalid or unenforceable under any applicable statute or rule of law, the validity of other provisions of this Hosting Agreement and the remainder of the provision in question will not be affected thereby.
- References in this Hosting Agreement “to writing” include communication by e-mail.
Entire Contact
- This Hosting Agreement including its schedules constitutes the entire agreement and understanding between the Parties and supersedes all previous understandings and/or commitments relating to the Hosting of the Node/s.
- Additions or changes to this Hosting Agreement will only be binding upon the Parties where they are agreed in writing by authorised representatives on behalf of each Party.
Governing Law and Dispute Resolution
- This Hosting Agreement shall be governed by the Laws of England and Wales and the Parties submit to the exclusive
jurisdiction of the English Courts.
- The Parties shall use reasonable endeavors to discuss and resolve any disputes which may arise from this Hosting Agreement
