Service Terms and Conditions
These General Terms and Conditions for Professional Services (“Terms”) are being entered into by Sensiba LLP, Sensiba Australia Pty Ltd, and Sensiba Europe Limited (collectively, “Sensiba”) and you (“Client”), and relate to the Statement of Work (“SW”) entered into by Sensiba and the Client. In the Agreement, Sensiba and Client may be referred to individually as “Party” and collectively as “Parties.” Capitalized terms not otherwise defined in these Terms shall have the meaning provided to them in the SW.
Any changes to the scope of Services set forth in an SW must be documented in a written change order signed by both Parties. Sensiba shall not be obligated to perform additional services unless and until such change order is signed by both Parties.
1. Statement of Work:
All engagements will be separately identified using an SW, and each SW will set forth the details of the applicable engagement(s) (“Services”). More than one SW for Client may be in effect at any time. Each SW shall be effective only when signed by both Parties. Except as otherwise expressly provided in the applicable SW, each SW incorporates by reference the version of these Terms in effect on the date of the last signature on that SW, and that SW together with those incorporated Terms constitutes a separate agreement of the Parties with respect to the Services described in that SW (the “Agreement”). An SW may contain additional or different terms that will supersede any conflicting provision in these Terms, but only with respect to that SW. Any amendment to an SW or the Agreement must be agreed to by the Parties in writing.
2. Fees and Costs:
Sensiba will issue invoices to the Client in accordance with the schedule set forth in the applicable SW and all payments are due to Sensiba within thirty (30) days of the invoice date. Client is also responsible for and will pay for reasonable expenses related to the Services, including travel. Sensiba offers multiple electronic payment options. If Client elects to make payment through a credit card or other third-party payment processor, Client agrees to pay any applicable processing fees, convenience fees, surcharges, or similar charges associated with such payment method, to the extent permitted by applicable law. Client authorizes recurring billings to its chosen card or checking account. Except for invoiced amounts that Client has disputed, all amounts not paid within thirty (30) days of the invoice date shall bear interest at the lesser rate of one and a half percent (1.5%) per month or (i) if domiciled in the US, the highest rate permissible under California law; (ii) if domiciled in EMEA, the highest rate permissible under the laws of England and Wales; or (iii) if domiciled in APAC, the highest rate permissible under the laws of the State of New South Wales, Australia. Should payment not be made, we reserve the right to, upon written notice of the delinquency: (1) immediately suspend our performance of Services under any SW until your account is brought current; and/or (2) withdraw from the engagement. In addition to the aforementioned remedies, Sensiba may apply a fifteen percent (15%) premium fee to Services in the event Client fails to timely provide necessary information to Sensiba required to complete the Services.
3. Client Responsibilities:
To facilitate delivery of the Services, the Client (i) is responsible for assigning one individual to work with Sensiba to ensure the timeliness, accuracy, and completeness of the financial records, information, and representations provided to Sensiba and for maintaining such records; (ii) will provide Sensiba, on a timely basis, such financial and other records that it may request; (iii) agrees that all material information will be disclosed to Sensiba, and that Sensiba will have the full cooperation of, and unrestricted access to, Client’s personnel during the course of any engagement; (iv) will prepare schedules and analyses as requested for use by Sensiba, on a timely basis to facilitate the progress of work; (v) will not rely on advice given orally and will only rely on advice in writing; (vi) will (when on-site visits are necessary) furnish Sensiba personnel with a suitable office environment and adequate IT resources as reasonably needed to perform the Services; and (vii) will fulfill all responsibilities prescribed in the Agreement.
4. Confidentiality:
With respect to information supplied in connection with the Agreement, the Parties agree to regard all information as confidential and to: (i) protect the confidential information in a reasonable and appropriate manner in accordance with applicable professional standards; and (ii) use or reproduce confidential information only as required to perform its obligations under the Agreement. This section shall not apply to information which is publicly known other than by unauthorized disclosure, disclosed to a third party without restriction, is independently developed by or for Sensiba without use of the confidential information, or disclosed pursuant to legal process, professional standards, or court order, provided that the Parties shall, unless legally prohibited, provide the other Party with reasonable, prior notice to the disclosure. Sensiba may disclose Client’s confidential information to “Third Party Service Providers” subject to Section 8. The Parties shall promptly notify the other Party of any unauthorized disclosure of confidential information.
5. Deliverables:
Deliverables are the items of work described in an SW. If Deliverables include financial statements, those statements and our report may not be provided or made available in connection with the offering or sale of securities without Sensiba’s prior written consent, which may be granted or withheld at our sole discretion. The Client owns all rights, title, and interest to Client’s data and any information or documents Client provides to Sensiba as part of the Services. Sensiba owns all rights, title, and interest in and to the underlying tools, templates, methods, and know-how used to prepare the Deliverables. Client shall not, and shall not permit any third party to, alter, edit, abridge, except, redact, annotate, or otherwise modify any Deliverables. The Client may not remove any Sensiba branding or proprietary notices or use our proprietary materials separately from the Deliverable. Where Deliverables include an attest report or other examination, review, or agree-upon procedures report, Client acknowledges that such reports may be subject to restricted use and distribution limitations as set forth in the report itself and under applicable professional standards. Client agrees to distribute any such restricted-use report only to the intended users and for the purposes identified in the report, and Client shall not provide, share, or otherwise make the report available to any other party except as expressly permitted by the report or with Sensiba’s prior written consent. No other rights are granted to Sensiba or the Client except as expressly set forth in these Terms. If the Client intends to publish or otherwise reproduce financial statements and make reference to Sensiba, Client must provide Sensiba with printers proofs or masters for Sensiba’s review and approval before printing. Client also agrees to provide Sensiba with a copy of the final reproduced materials for Sensiba’s written approval before it is distributed.
6. Record Retention:
Sensiba retains records (original documents, copies or those created by us during the engagement) for seven (7) years from the date of completion of the Services rendered with regard to a Deliverable, as is required by law and professional standards (“Record Retention Period”). It is Sensiba’s policy not to retain original client records provided by Client to Sensiba as part of the Services. Sensiba will return those to you at the completion of the Services rendered or early termination of the Agreement. When records are returned to the Client, it is the Client’s responsibility to retain and protect those records for possible future use, including potential examination by any government or regulatory agency. All records not returned to the Client will be destroyed after the end of the Record Retention Period.
7. Staff:
During the Term and for a period of twelve (12) months following the Term, neither Party will solicit the employment of the staff of the other Party involved with providing the Deliverables. Neither Party is restricted from hiring individuals who respond to publicly available employment postings.
8. Third Party Service Providers:
Sensiba may engage agents, affiliates, or subcontractors (collectively, the “Third Party Service Providers” or “TPSPs”) to perform or fulfill part(s) of the Services. The Client consents to Sensiba’s use of the TPSPs for any of the Services, provided that Sensiba shall be responsible for the fulfillment of our obligations under the Agreement. Sensiba remains responsible for the work provided by any TPSPs under this Agreement. Sensiba has entered into or will enter into prior to sharing any Client confidential information, an agreement with the TPSPs that have confidentiality obligations at least as restrictive as those contained in the Agreement. Client consents to Sensiba sharing Client’s confidential information with TPSPs solely as needed to facilitate performance of the Services. Sensiba will take reasonable precautions to determine that its TPSPs have appropriate procedures and protections in place to prevent the unauthorized release or disclosure of Client’s confidential information to others.
9. Term and Termination:
9.1. With respect to each SW, these Terms will be effective as of the last dated signature on the applicable SW (“Effective Date”) and, unless terminated earlier in accordance with this Agreement, will remain in effect until the earlier of: (a) completion of the Services under that SW, or (b) the date that is one (1) year after the Effective Date (the “Term”). The applicable SW will remain in effect until the Services described in that SW are completed, unless earlier terminated in accordance with this Agreement. If the Services under an SW are expected to continue beyond the Term, the Parties must enter into a new SW or mutually agree to extend the Term, which will incorporate the then-current Terms, for any services performed after expiration of the Term.
9.2. The Agreement may be terminated at any time by either Party upon fifteen (15) days written notice to the other Party. In the event of early termination by either Party, Client shall pay Sensiba for all Services rendered and expenses incurred as of the date of termination and Sensiba shall refund to Client any prepaid fees for Services not rendered. Sensiba reserves the right to immediately terminate Services and withdraw from the engagement in the event that: (a) Client fails to timely provide Sensiba with requested records, confirmations, documentation, items selected for testing, and other information that Sensiba reasonably deems necessary for the completion of its work; (b) Sensiba cannot render an opinion or otherwise complete the engagement for the Services; or (c) in Sensiba’s sole discretion, the Client’s risk profile, conduct, or circumstances impair Sensiba’s independence, objectivity, or ability to comply with professional standards.
10. Financial Reporting Guidelines:
With respect to Services relating to financial reporting as set forth on the SW(s), including but not limited to an audit, review, compilation or preparation, the following responsibilities apply:
10.1. Client is responsible for: (a) Providing the relevant financial statements and selecting accounting policies; (b) Designing, establishing, implementing, and maintaining effective internal controls over financial reporting; (c) Identifying and ensuring compliance with applicable laws and regulations, including, but not limited to Foreign Reporting Requirements; (d) Designing and implementing program controls to prevent and detect fraud; (e) Informing Sensiba about all known or suspected fraud involving management or employees (current or former) or others, where the fraud may have a material effect on the Client’s financial statements; (f) Making all financial records and related information necessary for the provision of Services available to Sensiba; (g) Understanding that all information included in the financial statements is Client’s representation; (h) Providing Sensiba with a letter confirming representations made during the engagement, when requested by Sensiba; (i) Adjusting the financial statements to correct material misstatements and providing Sensiba with a representation that the effects of any uncorrected misstatements are immaterial, both individually and in total, to the financial statements taken as a whole; (j) Maintaining adequate records, selecting and applying accounting principles, and safeguarding assets; and (k) Including the respective report in any document containing financial statements that indicates the financial statements have been reviewed or compiled by Sensiba and, prior to inclusion of the report, to ask Sensiba permission to do so, for reviewed and compiled financial statements.
10.2. Sensiba is responsible for: (a) Performing the Services in accordance with applicable professional standards. Those standards include, but are not limited to audit, review or compilation standards, in effect for the reporting periods presented, as provided by the American Institute of Certified Public Accountants; (b) Ensuring that those charged with governance are aware of internal control-related matters that are required to be communicated under the applicable professional standards, unless they are clearly inconsequential; (c) Providing financial statement disclosures as required by generally accepted accounting principles. When possible, requests to omit disclosures will require our report to state that the financial statements are not designed for those who are not properly informed of such matters; and(d) Circumstances may arise in which a report may differ from the expected form and content. Depending on the nature of these circumstances, it may be necessary for us to modify our opinion, add an emphasis-of-matter or other-matter paragraph(s) to our auditors’ report.
10.3. Standard engagement limitations: (a) Financial audits are designed to obtain reasonable, rather than absolute assurance about whether the financial statements are free from material misstatement, whether caused by error or fraud; (b) An audit is not designed to detect fraud or immaterial errors, provide assurance about internal control(s), or identify deficiencies in internal control(s); (c) Because of inherent limitations of an audit, together with the inherent limitations of internal control, an unavoidable risk exists that some material misstatements may not be detected, even though the audit is properly planned and performed in accordance with generally accepted auditing standards. Misstatements, including omissions, can arise from fraud or error and are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements; (d) Audit procedures will include tests of documentary evidence that support the transactions recorded in the accounts and direct confirmation of accounts with outside third party creditors, financial institutions or others, as deemed appropriate; (e) A financial review does not contemplate obtaining an understanding of internal control or assessing control risk, performing tests of accounting records and responses to inquiries by obtaining corroborating evidential matter, and conducting certain other procedures ordinarily performed during an audit. Thus, a review does not provide assurance that we will become aware of all significant matters that may be disclosed in an audit; (f) Review procedures will only consist primarily of inquiries of Client personnel and analytical procedures applied to financial data; (g) A financial compilation or preparation is not an audit or review of your financial statements. Compilation and preparation standards are limited to presenting in the form of financial statements information that is the responsibility of management. Sensiba is not required to, and will not, verify the accuracy or completeness of the information you will provide to us for the engagement or otherwise gather evidence for the purpose of expressing an opinion or a conclusion nor provide any form of assurance on the financial statements; and (h) Attest engagements cannot be relied upon to disclose errors, fraud, or illegal acts. However, Sensiba will inform the appropriate level of management of any material errors, and of any evidence or information that comes to Sensiba’s attention during the performance of an attest engagement that fraud may have occurred. In addition, Sensiba will inform Client of any evidence or information that comes to Sensiba’s attention during the performance of Sensiba’s attestation procedures regarding illegal acts that may have occurred, unless they are clearly inconsequential. (i) With respect to Services relating to other attest, agreed upon procedures, non-traditional, and consulting engagements as set forth on the SW(s), the responsibilities and limitations will be governed by the SW. Client shall be responsible for all non-attest services performed in all periods for which Sensiba provides attest services, including those specified within and outside of the attest service SW.
11. Tax Compliance Services:
With respect to Services related to tax compliance as set forth in the SW(s), Client is responsible for: (i) Preparation and filing of all tax or information returns, other than the returns set forth in the SW(s), required to be filed with the relevant authorities, including, but not limited to, city and county income or gross receipts filings, payroll tax filings, sales and use tax filings, state registrations, information reporting filings, etc. (ii) Providing a signature, under penalty of perjury, of an officer or partner of Client affirming that the tax returns and the accompanying schedules and statements are true, correct, and complete to the best of their knowledge. Client is responsible for confirming the accuracy of the various amounts, computations, and statements made in the tax returns before they are filed with the relevant taxing authorities. (iii) Maintaining and retaining adequate documentation to support the tax returns as filed, as penalties can be imposed by taxing authorities for the failure to produce adequate documentation supporting the items included in a tax return. (iv) Timely providing the information or assistance necessary to provide or complete the Services within the time period agreed upon by the Parties, otherwise failure to timely provide this information or assistance could affect completion of Sensiba’s work by the agreed upon completion date. (v) Understanding that Sensiba is not responsible for tax authority disallowance of deductions or deductions unsupported by adequate documentation, or for resulting taxes, penalties and interest. Client also acknowledges that, unless specified in the SW, the fees for these Services do not include responding to tax authority inquiries, notices, audits, additional copies, or attendance at proceedings related to your tax returns.
12. Foreign Reporting Requirements:
Client is responsible for submitting information to Sensiba if they have foreign holdings, assets, transactions, or an interest in foreign financial accounts that are subject to reporting on, including, but not limited to, IRS Form 8938, FinCEN Form 114, and other required forms. Client’s failure to report or file may result in exposure to substantial penalties. Sensiba has no responsibility for identifying foreign assets, transactions, or reportable accounts while preparing a tax return. Sensiba may provide guidance, under a separate SW or Change Order, to assist in determining when filing is necessary and electronically file the form, provided Client timely provides the necessary information.
13. Dispute Resolution:
Client must initiate any action relating to the Services within one (1) year of becoming aware of the facts giving rise to the alleged claim.
13.1. Before initiating any legal action, the Parties agree to attempt to resolve any dispute, claim, or controversy arising out of or related to this Agreement (collectively, a “Dispute”) through good faith negotiations involving upper-level management of both Parties.
13.2. Mediation. If the Dispute is not resolved within fifteen (15) business days after notice, then the Parties shall participate in confidential mediation, within thirty (30) days, administer by (a) JAMS in accordance with the Rules for Professional Accounting and Related Services Dispute Resolution of the AAA (the “Rules”) at the venue set forth in Section 17.9, if the Client is domiciled in North America, South America, or any country other than those in Europe, the Middle East, Africa, or APAC (defined below); (b) the London Court of International Arbitration (“LCIA”) at the venue set forth in Section 17.9, if the Client is domiciled in Europe, the Middle East, or Africa; or (c) the Australian Centre for International Commercial Arbitration (“ACICA”) at the venue set forth in Section 17.9, if the Client is domiciled in Australia or APAC. Each Party will bear its own attorneys’ fees, and the mediator’s fees will be shared equally unless the Parties agree otherwise.
13.3. Arbitration. If the Dispute is not resolved within thirty (30) days after mediation, the Dispute shall be finally resolved by: (i) arbitration administered by JAMS under the Rules at the venue set forth in Section 17.9, if the Client is domiciled in North America, South America, or any country other than those in Europe, the Middle East, Africa, or APAC (defined below); (ii) arbitration under the LCIA Arbitration Rules then in effect at the venue set forth in Section 17.9, if the Client is domiciled in Europe, the Middle East, or Africa; or (iii) arbitration under the ACICA Arbitration Rules then in effect at the venue set forth in Section 17.9, if the Client is domiciled in Australia or APAC.
13.4. General. The arbitration panel shall have no power to award non-monetary or equitable relief. The Parties irrevocably waive any right to trial by jury in any proceeding arising out of or related to this Agreement, and the prevailing Party shall be entitled to recover reasonable attorneys’ fees, expert costs, and all other reasonable costs incurred in connection with the Dispute. If the Parties pursue both mediation and arbitration, the mediator shall not serve as arbitrator. Nothing in this clause limits any right to file a complaint with, or cooperate with, any governmental or professional regulatory authority.
14. Disclaimer relating to Corporate Transparency Act (“CTA”):
Client has sole responsibility for its compliance with the CTA, including any beneficial ownership information reporting requirements and the collection of relevant ownership information. Unless otherwise specified, Sensiba is not engaged for CTA compliance, and it is not within the scope of any Services. Sensiba shall have no liability resulting from Client’s failure to comply with CTA.
15. Limitations of Liability and Damages:
15.1. SENSIBA MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES.
15.2. The following applies to non-attest engagements only: “SENSIBA AND OUR TPSPS ARE NOT LIABLE TO YOU OR ANY THIRD PARTY FOR LOST PROFITS, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR IT WAS FORESEEABLE, RELATING TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE. THE PARTIES AGREE THAT SENSIBA’S LIABILITY FOR ALL CLAIMS, DAMAGES, AND COSTS ARISING FROM THIS AGREEMENT SHALL BE CAPPED AT THE AMOUNT CLIENT HAS PAID TO SENSIBA FOR THE SUBJECT SW IN THE TWELVE MONTHS PRIOR TO THE DATE THE CLAIM AROSE. SENSIBA WILL ONLY BE LIABLE FOR OUR PROPORTIONATE ECONOMIC AND NON-ECONOMIC DAMAGES IN A SEPARATE JUDGMENT.”
16. Indemnification:
16.1. THE FOLLOWING APPLIES TO ATTEST ENGAGEMENTS, EXCEPT FOR ENGAGEMENTS WITH PUBLIC COMPANIES OR THOSE SUBJECT TO PUBLIC COMPANY REPORTING STANDARDS ONLY: Client agrees to hold Sensiba harmless from any and all claims which arise from knowing misrepresentations to us, or the intentional withholding or concealment of information from us by your management. Client also agrees to indemnify Sensiba for any claims made against us by third parties, which arise from any of these actions by your management. The provisions of this paragraph shall apply regardless of the nature of the claim.
16.2. THE FOLLOWING APPLIES TO NON-ATTEST ENGAGEMENTS ONLY: Client agrees to release, defend, indemnify, and hold harmless Sensiba and its partners, employees, and TPSPs from all claims by third parties and resulting liabilities, losses, damages, costs and expenses (including legal costs) in any way arising out of this Agreement, regardless of the nature of claim, and including the negligence of any party, except in the case of Sensiba’s gross negligence or intentional acts.
16.3. Sensiba will notify Client of any claim for which Sensiba seeks indemnification. Client must use counsel reasonably acceptable to Sensiba at Client’s expense. Sensiba must approve the settlement of any claim, which will not be unreasonably withheld or delayed.
17. Left Over Legal Stuff:
17.1. AI Usage. Sensiba may use software, tools, and applications in the provision of Services that may utilize or offer artificial intelligence (“AI”) capabilities or are AI enabled (collectively, the “AI Tools”). Sensiba’s use of the AI Tools in the provision of Services is governed by Section 14 (AI Audit Terms of Use) of Sensiba’s Website Terms of Service available at https://sensiba.com/website-terms-and-conditions-of-use/ and are herein incorporated by reference. In the event the Parties use AI Tools, including AI-powered notetaking or transcription applications, during any meeting, conference call, or virtual discussion between the Parties (collectively, “Meetings”), the Client may not rely on any summaries or notes created by the AI Tools of the discussions conducted during the Meetings. For the avoidance of doubt, any summaries or notes created by AI Tools during Meetings shall not constitute formal advice or guidance.
17.2. Additional Terms and Conditions. Sensiba Website Terms of Service (available at https://sensiba.com/website-terms-and-conditions-of-use/) and Privacy Policy (available at https://sensiba.com/privacy-policy/), are hereby incorporated into this Agreement by reference and govern Client’s use of Sensiba’s websites, portals, and online tools in connection with the Services. In the event of a conflict between the Website Terms of Service or Privacy Policy and these General Terms and Conditions or an applicable Statement of Work, the latter shall control with respect to the Services. Continued use of Sensiba’s website or online resources constitutes acceptance of the then current versions of the Website Terms of Service and Privacy Policy.
17.3. Marketing. Subject to applicable confidentiality obligations, Sensiba may reference the Client’s name, logo, and a general description of the services provided in its marketing and promotional materials, including proposals, presentations, websites, and other communications. The Client grants Sensiba a limited, non-exclusive, royalty-free license to use its name, logo, and trademarks solely for such marketing purposes. All references will exclude confidential or proprietary information unless expressly authorized in writing. The Client may revoke this license at any time by providing written notice to Sensiba.
17.4. Force Majeure. Neither Party shall be liable to the other Party for any failure or delay in fulfilling or performing any of its obligations of the Agreement when and to the extent such failure or delay in performance of the Services is due to events beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, cyberattacks, labor disputes, or changes in applicable laws or regulations. If such an event materially affects performance, the impacted party shall promptly notify the other party and use reasonable efforts to mitigate the impact. Performance obligations shall be suspended for the duration of the event and resume as soon as practicable thereafter. If the delay exceeds thirty (30) days, either Party may terminate the affected engagement upon written notice.
17.5. Notices. All notices required or permitted under this Agreement shall be in writing and delivered via email to the recipient’s designated business contact or legal representative. Notices shall be deemed received when sent to the email address on record, provided no bounce-back or delivery failure notification is received. Each Party agrees to maintain a current and valid email address for such communications and to promptly notify the other Party of any changes. Notices to Sensiba shall be sent to legal@sensiba.com, unless otherwise specified in writing.
17.6. Waiver. No terms in the Agreement shall be deemed waived, and no breach of the terms is excused, unless the waiver or consent is in writing signed by the Party granting such waiver or consent.
17.7. Severability. If any term of the Agreement is determined to be illegal or unenforceable, such term shall be deemed stricken, and all other terms shall remain in full force and effect.
17.8. Survival. The following provisions shall survive the expiration or termination of any SW or this Agreement for any reason: Section 2, Sections 4-16, and Sections 17.1, 17.3, 17.5-17.7, and 17.9-17.15. Any other provision that by its nature is intended to survive shall so survive.
17.9. Governing Law. If Client is domiciled in: (i) Europe, the Middle East, or Africa (“EMEA”), the Agreement is governed by the laws of England and Wales, with the jurisdiction and venue for actions related to or arising out of the Agreement in the courts of London, England; or (ii) Australia or any other Asia Pacific Region (“APAC”), the Agreement is governed by the laws of the State of New South Wales, with jurisdiction and venue for actions related to or arising out of the Agreement in the courts of New South Wales; or (iii) North America, South America, or any country other than those in Europe, the Middle East, Africa, or APAC, the Agreement is governed by the laws of the State of California, with the jurisdiction and venue for actions related to or arising out of the Agreement in the courts located in San Jose, California. The Agreement will be governed by such laws without regard to conflicts of law provisions, and both Parties submit to the personal jurisdiction of the applicable courts. The United Nations Convention on the International Sale of Goods does not apply to this Agreement.
17.10. Relationship of the Parties. The relationship between the Parties is that of independent contractors. Nothing contained in the Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.
17.11. Electronic Communications. Client acknowledges that: (a) the Parties may correspond or convey documentation via internet sources unless Client expressly requests otherwise. Sensiba may utilize the transmission and sharing of information via fax, email, and the internet using other methods (such as portals) and may store electronic data via software applications hosted remotely on the internet, or allow access to data through TPSPs’ secured portals or clouds and (b) neither Party has control over the performance, reliability, availability, or security of the internet. Professional standards prohibit us from being the sole host and/or the sole storage for your financial and non-financial data. It is your responsibility to maintain your original data and records and we cannot be responsible to maintain such original information.
17.12. Data Access. Client consents to allow Sensiba employees and/or TPSPs (for the purpose of performing the Services noted in the SW) to access Client information from locations outside the United States as necessary to provide the Services. Client also acknowledges that the Services may rely on third-party platforms, cloud providers, or other technology infrastructure. Sensiba shall not be liable for delays or failures caused by systematic outages, cyberattacks, or third-party service disruptions beyond its reasonable control.
17.13. Data Protection, Privacy, & Security. Sensiba acknowledges its obligations under applicable data protection and privacy laws, including but not limited to the CCPA, EU GDPR, UK GDPR, the Australian Privacy Act 1988, and applicable U.S. federal and state laws. In the course of providing professional services, Sensiba may receive access to Personal Data controlled by the Client, but does not act as a data processor within the meaning of applicable laws unless expressly agreed in writing. Where required by applicable law, Sensiba will enter into a separate Data Processing Agreement with the Client to document roles and responsibilities, including any applicable Standard Contractual Clauses for international data transfers. Sensiba will treat all Personal Data received in connection with its services as confidential and will implement appropriate technical and organizational measures to protect such data against unauthorized access, loss, or disclosure. Sensiba will treat the Personal Data in accordance with Sensiba’s Privacy Policy and will only access or use such data to the extent necessary to perform the services under this Agreement. Sensiba’s personnel are subject to confidentiality obligations and receive training on data protection and information security practices regularly. In the event of a Personal Data breach involving Client Personal Data, Sensiba will notify the Client without undue delay and reasonably cooperate support the Client with any notifications and mitigation efforts required by applicable law. Sensiba will retain Personal Data only for as long as necessary to fulfill its obligations under this Agreement or as required by applicable law. The Client remains responsible for ensuring that it has obtained all necessary consents and provided all required notices to permit the lawful sharing of Personal Data with Sensiba.
17.14. Counterparts. The Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of the Agreement delivered by facsimile, email, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of the Agreement.
17.15. Entire Agreement. This Agreement contains the entire agreement between the Parties and supersedes all oral understandings, representations, prior discussions and preliminary arrangements.
SENSIBA GENERAL TERMS AND CONDITIONS FOR PROFESSIONAL SERVICES (LAST UPDATED: July 1, 2026)