Important Procurement Notice: The Customer's attention is particularly drawn to the provisions of Clause 13 (Limitation of Liability) governing international hardware supply, software licensing, and biofeedback analytics services.
1. Interpretation & Key Definitions
The following definitions and rules of interpretation apply in these Master Terms and Conditions governing commercial procurement, hardware supply, software platforms, and technical consultancy supplied by Emteq Limited.
- Business Day: A day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
- Business Hours: 9.00 am to 5.00 pm GMT/BST on any Business Day.
- Commencement Date: The date on which the Contract comes into existence following written Order Confirmation.
- Conditions: These terms and conditions as amended from time to time in accordance with Clause 17.8.
- Contract: The binding contract between the Supplier and the Customer for the supply of Goods and/or Services in accordance with these Conditions.
- Customer: The corporate body, research institution, clinical enterprise, or B2B partner who purchases Goods and/or Services from the Supplier.
- Emteq: Emteq Limited (trading as Emteq Labs), registered in England and Wales under company number 09708880, registered office at Sussex Innovation Centre, Science Park Square, Brighton, BN1 9SB, United Kingdom.
- Emteq Platform: The proprietary cloud and software platform provided by the Supplier for data collection, processing, display, and storage of facial activation and biofeedback analytics.
- Goods: The hardware products, including OCOsense™ smart glasses, OCO™ optomyography sensor arrays, and related accessories set out in the Order.
- Intellectual Property Rights: Patents, utility models, rights to inventions, copyright and related rights, trademarks, domain names, software code, database rights, trade secrets, and proprietary sensing algorithms across all worldwide jurisdictions.
- Services: Technical support, platform access, custom algorithm development, and analytics software services supplied by the Supplier as defined in the Order Confirmation.
- UK GDPR & Data Protection: Applicable privacy regulations including the UK GDPR, Data Protection Act 2018, and EU GDPR regarding biometric and continuous physiological data.
2. Basis of Contract & International Orders
2.1 The Order constitutes an official purchase offer by the Customer to acquire Goods, Software Access, or Technical Support Services in accordance with these Terms and Conditions.
2.2 The Order shall only be deemed accepted when Emteq Labs issues an official written Order Confirmation, at which point the Contract shall come into force.
2.3 For enterprise hardware production and custom research configurations, Emteq Labs reserves the right to require a deposit of up to 25% of the total contract value upon Order Confirmation.
2.4 All product descriptions, sensor accuracy benchmarks, and illustrative materials contained in catalogues or website demonstrations are published solely for information purposes and do not form part of the binding Contract unless explicitly stated in writing.
2.5 These Conditions apply to the exclusion of any other terms that the Customer seeks to impose or incorporate via purchase order documentation or standard procurement terms.
3. Hardware Specifications & Quality Warranty
3.1 Hardware goods, including OCOsense™ emotion sensing eyewear, are described in official technical datasheets and scientific documentation provided by Emteq Labs.
3.2 Emteq Labs warrants that upon delivery and for a Warranty Period of 12 months from the date of shipment, the Goods shall:
- Conform in all material respects with their published engineering specifications;
- Be free from material defects in structural design, materials, and manufacturing workmanship;
- Be fit for objective facial data capture, optomyographic biofeedback, and real-world sensing applications under recommended operating conditions.
3.3 Subject to inspection, if defective hardware is reported within the Warranty Period, Emteq Labs shall, at its discretion, repair the defective unit, provide a replacement, or issue a proportional refund for the affected hardware components.
4. Global Shipping, Delivery & Title Transfer
4.1 Emteq Labs coordinates international delivery to specified enterprise and research locations across Europe, North America, Asia-Pacific, and global commercial hubs.
4.2 Delivery dates quoted for international shipments are approximate estimates. Emteq Labs maintains rigorous export controls and compliance for wearable biofeedback technologies.
4.3 Risk in the Goods passes to the Customer upon completed delivery at the agreed location. Title to hardware goods passes only upon receipt of full cleared payment by Emteq Labs.
5. Software License & Emteq Platform Terms
5.1 Emteq Labs grants the Customer a non-exclusive, non-transferable enterprise license during the term of agreement to access the Emteq Platform and Supervision software suite for processing optomyographic and inertial data.
5.2 The Customer agrees not to reverse engineer, decompile, copy, or create derivative works based on proprietary sensor firmware, signal extraction algorithms, or cloud analytics architectures.
5.3 Cloud data retention rules apply: raw and video data synced to cloud servers are maintained according to agreed storage tiers (up to 500 GB per registered hardware device), ensuring high operational efficiency and regulatory privacy compliance.
6. Data Protection, GDPR Compliance & Confidentiality
6.1 Both parties agree to strictly abide by applicable Data Protection Legislation. Where the Customer collects biometric, facial muscle activation, or contextual visual data from end-users, the Customer acts as Data Controller.
6.2 Emteq Labs implements industry-leading technical and organizational security measures—including end-to-end encryption, on-device signal processing, and strict access protocols—to protect data against unauthorized processing or loss.
6.3 Each party undertakes to maintain strict confidentiality regarding proprietary technological know-how, commercial quotes, clinical trial protocols, and research methodologies exchanged during the Contract.
7. Commercial Terms, Invoicing & Payment
7.1 Commercial charges for hardware units, software subscriptions, and developer SDK licenses are specified in the official Order Confirmation or quote.
7.2 Standard payment terms require settlement within 30 days of invoice date in cleared funds to Emteq Labs' designated commercial bank account in United Kingdom GBP, USD, or EUR as quoted.
7.3 Late payments are subject to commercial interest accruing daily at 3% per annum above the Bank of England base rate.
8. Limitation of Liability & Risk Allocation
8.1 Nothing in these Conditions limits liability for death, personal injury caused by negligence, fraud, or statutory consumer protection obligations that cannot be lawfully restricted.
8.2 Subject to Clause 8.1, Emteq Labs' total aggregate financial liability under contract, tort, or misrepresentation shall not exceed the total fees paid by the Customer under the specific Order.
8.3 Neither party shall be liable for indirect loss, loss of anticipated commercial profit, loss of research data, or business interruption arising from hardware deployment or software analysis.
9. Governing Law & Jurisdiction
These Terms and Conditions, commercial supply agreements, and any dispute or non-contractual claim arising from them shall be governed by and construed in accordance with the laws of England & Wales. The courts of England and Wales hold exclusive jurisdiction for commercial dispute resolution.