1.1 The definitions and rules of interpretation in this condition apply to these terms and any other terms agreed with InVentry Limited.
“Authorised Users”means those employees, agents and independent contractors of the Customer who are authorised by the Customer to use InVentry and the Documentation, as further described in section 3.
“Business Day” means a day other than a Saturday, Sunday or public holiday in England when banks in London are generally open for business.
“Charges” means the charges payable by the Customer to the Reseller for the InVentry system and support.
“Company” means InVentry Limited (Company No. 07412300) whose registered address is at Visitor House, Geldered Road, Gildersome, Leeds, LS27 7NL
“Confidential Information” means information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in condition 11.6 or condition 11.7.
“Consumables” means ID badges, printer rolls, ink and any other consumable items required for use with InVentry.
“Customer” means the Customer to whom the Welcome Pack is addressed and who has placed an order for InVentry with the Reseller.
“Customer Data” means the data inputted by the Customer, Authorised Users, or the Company on the Customer’s behalf for the purpose of using InVentry or facilitating the Customer’s use of InVentry or its services.
“Documentation” means the document made available to the Customer by the Company from time to time which sets out a description of InVentry and the user instructions for InVentry.
“Effective Date” means the date the Company accepts the electronic Welcome Pack submission from the Customer in accordance with condition 2.1.
“EULA” means the End User Licence Agreement .
“Hardware” means any hardware including without limitation screens and label printers provided by the Company as part of the InVentry system but excluding any hardware provided by any third party supplier.
“Initial Subscription Term” means the duration of the Licence excluding renewal as set out in the Sale Contract.
“Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and related rights, trademarks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.
“InVentry” means the good and services including Hardware and software and Documentation licenced by the Company to the Customer in accordance with the Licence.
“InVentry Support” means the remote support provided by the Company as set out in the Service Level Agreement.
“Licence” means the licence for use and support of InVentry goods and services.
“Renewal Period”means the period described in section 13.
“Reseller” means the person with whom you entered into a Sale Contract including InVentry Ltd.
“Sale Contract” means the contract of sale for this Licence of InVentry entered into between you and the Reseller.
“Service Level Agreement” means the service level agreement provided with the Welcome Pack detailing the level of available technical support.
“Software” means the software applications provided by the Company as part of InVentry together with any new releases updates patches and modifications made generally available to all customers.
“Subscription Term” has the meaning given in section 13 (being the Initial Subscription Term together with any subsequent Renewal Periods).
1.2 Condition, schedule and paragraph headings shall not affect the interpretation of these terms and conditions.
1.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns.
1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.6 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
1.7 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of the Licence.
1.8 A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of the Licence under that statute or statutory provision.
1.9 A reference to writing or written includes faxes and e-mail.
“Trade In” means where equipment currently owned by the customer is included as part of an agreed sale.
2.0 Offer and Acceptance of Trading Conditions
2.1 Having received a purchase order for an InVentry service or product from the Customer or their Reseller, this constitutes an offer by the Customer, agreeing to the Terms and Conditions listed here. The offer is accepted when the Company acknowledges in writing its confirmation of order, dispatches the appropriate product to the customer or applies licencing as detailed in the purchase order.
2.2 In consideration of the rights granted pursuant to these terms and conditions and the EULA (where appropriate), the Customer agrees to be bound by the terms of the Licence.
3.1 Subject to the restrictions set out in this document and the other terms and conditions of the Licence, the Company hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to use InVentry and the Documentation from the agreed installation date and thereafter during the Subscription Term solely for the Customer’s internal business operations.
3.2 The Customer shall not:
3.2.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under the Licence:
(a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software
and/or Documentation (as applicable) in any form or media or by any means; or
(b) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
(c) create any software that is substantially similar in its expression to InVentry; or
3.3.2 access all or any part of InVentry and the Documentation in order to build a product or service which competes with and/or the Documentation; or
3.3.3 use InVentry and/or Documentation to provide services to third parties; or
3.3.4 subject to section 21.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make InVentry and/or Documentation available to any third party except the Authorised Users, or
3.3.5 attempt to obtain, or assist third parties in obtaining, access to InVentry and/or Documentation, other than as provided under this condition 2; and
3.4 The rights provided under this section are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company (if applicable) of the Customer or to any other related organisation or body.
4.0 Supply installation and support of InVentry
4.1 The Company shall provide products and services with all reasonable skill and care
4.2 The Company shall, during the Subscription Term, provide InVentry and make available the Documentation to the Customer on and subject to the terms of the Licence.
4.3 The Company shall use commercially reasonable endeavours to make InVentry Support available for the duration of the Licence and as set out in the Service Level Agreement.
4.4 Where any problem with InVentry is diagnosed by the support team as a Hardware issue, the support team shall discuss and agree with the Customer an appropriate time for a maintenance visit subject to condition 2.
4.5 The Company may amend the Service Level Agreement in its sole and absolute discretion from time to time.
4.6 Should the customer request to cancel or change the date of installation, the Company require a minimum of 3 days’ notice. Any notice of less than this will incur a charge of £150.
4.7 Where installation is curtailed, the customer will (unless in exceptional circumstances agreed with Inventry Ltd) be subject to the following
4.7.1 A charge of £300 associated with rearranging the revisit of an engineer to complete the installation.
4.7.2 Responsible for the secure storage of the equipment delivered by the company to the customer. Only if deemed necessary, InVentry may remove and arrange for re-delivery. Any costs associated with this will be the responsibility of the customer.
4.7.3 An invoice for the cancelled visit raised directly with the customer and which is subject to immediate payment. A failure to pay may lead to delays in, or cancellation of, the installation.
5.0 Customer Data
5.1 All data will be processed in line with DPA 2018/UKGDPR and the appropriate InVentry Policies and Agreements unless superseded by any alternative agreed processing agreement.
6.0 The Company’s Obligations
6.1 The Company will provide InVentry products and services substantially in accordance with the Documentation and with reasonable skill and care.
6.1.1 The obligation at condition 1 shall not apply to the extent of any non-conformance which is caused by use of InVentry products or services contrary to the Company’s instructions, or modification or alteration of InVentry by any party other than the Company or the Company’s duly authorised contractors or agents. If the Company is in breach of condition 6.1, the Company will, at its expense, use reasonable commercial endeavors to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer’s sole and exclusive remedy for any breach of the obligation set out in condition 6.1. Notwithstanding the foregoing, the Company:
6.1.2 does not warrant that the Customer’s use of InVentry will be uninterrupted or error-free; or that InVentry, Documentation and/or the information obtained by the Customer through InVentry will meet the Customer’s requirements;
6.1.3 is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that InVentry and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.; and
6.2 Nothing in the Licence shall prevent the Company from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are the same as or similar to those provided under the Licence.
6.3 The Company warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under the Licence.
6.4 Where any equipment currently belonging to the customer that forms part of a ‘Trade In’ agreement, InVentry will arrange for the removal from site. To reduce any potential risks, prior its removal by InVentry, the following should be undertaken by the customer:
- Any device containing data should be wiped/factory reset
- Any account associated e.g. iTunes to the device should be removed
- Any security applied to the device should be disabled
- The device should be removed from any security devices e.g. Kensington lock
7.0 Customer’s Obligations
7.1 The Customer shall:
7.1.1 provide the Company with:
(a) all necessary co-operation in relation to the Licence; and
(b) all necessary access to such information equipment hardware and software as may be required by the Company;
in order to provide InVentry, including but not limited to Customer Data, security access information and configuration services;
7.1.2 comply with all applicable laws and regulations with respect to its activities under the Licence;
7.1.3 carry out all other Customer responsibilities set out in the Licence in a timely and efficient manner. In the event of any delays in the Customer’s provision of such assistance as agreed by the parties, the Company may adjust any agreed timetable or delivery schedule as reasonably necessary;
7.1.5 ensure that the Authorised Users use InVentry and the Documentation in accordance with the terms and conditions of the Licence and the EULA and shall be responsible for any Authorised User’s breach of the Licence or the EULA;
7.1.6 if Consumables are ordered through the order system within InVentry, as soon as reasonably practicable thereafter send to the Company a purchase order for such Consumables;
7.1.7 obtain and shall maintain all necessary licences, consents, and permissions necessary for the Company, its contractors and agents to perform their obligations under the Licence;
7.1.8 ensure any data required by the data controller is downloaded prior to the removal of any InVentry equipment from site.
8.0 Charges and Payment
8.1 If the Customer fails to make payment in full to the Reseller or InVentry Limited within 30 days after the due date, without prejudice to any other rights and remedies of the Reseller or the Company the Company may, without liability to the Customer, disable the Customer’s password, account and access to all or part of InVentry and the Company shall be under no obligation to provide any or all of InVentry while the invoice(s) concerned remain unpaid.
8.2 When the Customer orders Consumables, the Company will take payment from the Customer’s nominated card or bank account at the time the Company receives the order, once the Company has checked your card or bank details and stock availability. Consumables are subject to availability. In the event that the Company is unable to supply the Consumables, the Company will inform you of this as soon as possible. A full refund will be given where the Customer has already paid for the Consumables
8.3 If the Company discovers an error in the price of Hardware or Consumables ordered, it will inform the Customer as soon as possible and give the option of reconfirming the order at the correct price or cancelling it. If the Company is unable to contact the Customer it will treat the order as cancelled. If the order is cancelled, or the Customer chooses to cancel the order, and it has already paid for the order the payment will be refunded in full.
8.4 All items of equipment remain the property if InVentry Ltd until full payment has been received by the company.
8.5 Where work beyond that required for installation and the service level agreement is requested by the customer, the supplier may be required to charge for this additional work. This is at the discretion of InVentry Ltd.
9.0 Delivery of Hardware and Consumables
9.1 In respect of any item delivered to site prior to installation, risk and title to the Hardware and/or Consumables (as applicable) ordered shall pass to the Customer on delivery to the Customer location provided that the Company has processed and received payment in full for them.
9.2 Should any item be lost/misplaced post confirmed delivery, the customer will be charged 50% of the cost of the order.
9.3 All Hardware and Consumables must be signed for by an adult aged 18 years or over on delivery.
9.4 InVentry will share customer contact details with the courier identified by the business for the sole purpose of facilitating the delivery of the products ordered/agreed with the customer
10.0 Ownership of rights
10.1 The Customer acknowledges and agrees that the Company and/or its licensors own all Intellectual Property Rights in InVentry and the Documentation excluding the Customer Data. Except as expressly stated herein or in the EULA, the Licence does not grant the Customer any rights to, under or in, any Intellectual Property Rights, or any other rights or licences in respect of InVentry or the Documentation.
10.2 The Company confirms that it has all the Intellectual Property Rights in relation to InVentry and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of the Licence and the EULA.
11.1 This relates to any data not covered by Section 5
11.2 Each party may be given access to Confidential Information from the other party in order to perform its obligations under the Licence. A party’s Confidential Information shall not be deemed to include information that:
11.2.1 is or becomes publicly known other than through any act or omission of the receiving party;
11.2.2 was in the other party’s lawful possession before the disclosure;
11.2.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or is independently developed by the receiving party, which independent development can be shown by written evidence.
11.3 Subject to condition 4, each party shall hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of the Licence.
11.4 Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of the Licence.
11.5 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this condition 4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
11.6 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
11.7 The Customer acknowledges that details of the Company’s business, the InVentry system, and the results of any performance tests of InVentry, constitute the Company’s Confidential Information.
11.8 The Company acknowledges that the Customer Data is the Confidential Information of the Customer.
11.9 The above provisions of this section shall survive termination of the Licence, however arising.
12.0 Limitation of Liability
12.1 Except as expressly and specifically provided in the Licence:
12.1.1 all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the Licence; and
12.1.1 InVentry and the Documentation are provided to the Customer on an “as is” basis.
12.2 Nothing in the Licence excludes the liability of the Company:
12.2.1 for death or personal injury caused by the Company’s negligence;
12.2.2 for fraud or fraudulent misrepresentation;
12.2.3 breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 Supply of the Goods and Services Act 1982; or
12.2.4 any other liability which cannot be excluded by law.
12.3 Subject to sections 12.1 and 12.2:
12.3.a The Company shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any:
(a) loss or claim or damages arising directly or indirectly out of:
(i) a modification of any InVentry systems, services or documentation by anyone other than the Company; or
(ii) the Customer’s use of InVentry systems, services or documentation in a manner contrary to the instructions given to the Customer by the Company; or
(iii) the Customer’s use of InVentry systems, services or documentation after notice of alleged or actual infringement of intellectual Property rights from the Company or any appropriate authority where such loss claim or damage arises out of an alleged or actual infringement of intellectual property rights; or
(iv) damage to InVentry from whatever cause (other than any act or omission by the Company), including failure or fluctuation of electrical power;
(v) failure to maintain the necessary environmental conditions for use of any InVentry system or service;
(vi) use of any InVentry system or service in combination with any Consumables, equipment or software not provided by the Company or not designated by the Company for use with InVentry, or any fault in any equipment or software not provided by the Company;
(vii) any breach of the Customer’s obligations under this agreement howsoever arising or having InVentry maintained by a third party other than the Company or a person acting under the Company’s instructions; or
(ix) operator error.
(x) loss or corruption of data or information; or
(xi) pure economic loss; or
(xii) special, indirect or consequential loss, costs, damages, charges or expenses however arising under the Licence.
12.4 Subject to conditions 12.1, 12.2 and 12.3, the Company’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Licence shall not exceed £1,000.
12.5 Subject to conditions 12.1, 12.2 and 12.3, the Company’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the services, Hardware or Consumables shall not exceed the price of the Hardware or Consumables in connection with which the liability arose.
13.0 Term and Termination
Any Licence shall, unless otherwise terminated as provided in this section, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, the Licence shall be automatically renewed for successive periods of 12 months if the Customer agrees in writing to purchase a renewal from the Reseller or InVentry Limited (each a “Renewal Period“),
13.1 and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the “Subscription Term“.
13.2 Without affecting any other right or remedy available to it, either party may terminate the Licence with immediate effect by giving written notice to the other party if:
13.2.1 the other party fails to pay any amount due under the Licence on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;
13.2.2 the other party commits a material breach of any other term of the Licence which breach is irremediable;
13.2.3 the other party commits a material breach of any other term of the Licence and if such breach is remediable fails to remedy that breach within a period of 30 days after being notified in writing to do so;
13.2.4 the other party repeatedly breaches any of the terms of the Licence in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability
13.3 The customer shall notify InVentry immediately if they wish to cancel a contract to purchase InVentry Products and Services from the Reseller.
13.3.1 Cancellation of an order placed by a customer for InVentry Products and Services must be on written notice, with a minimum of 5 working days prior to the agreed date, and shall only be accepted at the sole discretion of InVentry once InVentry has been notified of the proposed cancellation.
13.3.2 If a customer wishes to cancel the contract after ordering but prior to signing the InVentry Welcome Pack and InVentry agrees to such cancellation then the Customer shall pay to InVentry GBP£100 which is a genuine pre-estimate of the administrative costs of the initial process of supplying the InVentry Products and the InVentry Welcome pack; and
13.3.3 if a customer wishes to cancel the contract after ordering and after signing the InVentry Welcome Pack and InVentry agrees to such cancellation then the customer shall pay to InVentry GBP£500;
13.4 On termination of the Licence for any reason:
13.4.1 all licences granted under the Licence shall immediately terminate and the Customer shall immediately cease all use of any InVentry system or service and/or the Documentation;
13.4.2 each party shall return and make no further use of any equipment, service, property, documentation and other items (and all copies of them) belonging to the other party;
13.4.3 Any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Licence which existed at or before the date of termination shall not be affected or prejudiced.
13.5 The Customer will be liable for payments for full period of the term of any agreement/subscription including the initial and any subsequent periods unless agreed with InVentry.
13.6 Unless specified in any supplementary agreement, all items of equipment remain the property of InVentry Ltd until full payment has been received by the company.
14.0 Force Majeure
The Company shall have no liability to the Customer under the Licence if it is prevented from or delayed in performing its obligations under the Licence, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Company or any other party), failure of a utility service or transport or telecommunications network, act of God, war, terrorism, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of the Company or sub-contractors, provided that the Customer is notified of such an event and its expected duration.
Save as expressly stated otherwise in the Licence, if there is an inconsistency between any of the provisions in these terms and conditions and the remainder of the Licence, the provisions in these terms and conditions shall prevail.
No variation of the Licence shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
No failure or delay by a party to exercise any right or remedy provided under the Licence or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further
exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
18.0 Rights and Remedies
Except as expressly provided in these terms and conditions, the rights and remedies provided under these terms and conditions are in addition to, and not exclusive of, any rights or remedies provided by law.
- If any provision (or part of a provision) of the Licence is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
- If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
20.0 Entire Agreement
20.1 The Licence constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter
20.2 Each party acknowledges that in entering into the Licence it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these terms and conditions.
20.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Licence.
20.4 Nothing in this condition shall limit or exclude any liability for fraud.
21.1 The Customer shall not, without the prior written consent of the Company, assign, transfer, charge, sub-licence or deal in any other manner with all or any of its rights or obligations under the Licence.
21.2 The Company may at any time assign, transfer, charge, sub-licence or deal in any other manner with all or any of its rights or obligations under the Licence.
22.0 No Partnership or Agency
Nothing in the Licence is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
23.0 Third Party Rights
23.1 The Licence does not confer any rights on any person or party (other than the parties to the Licence and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
24.1 Any notice required to be given under the Licence shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in the Licence, or such other address as may have been notified by that party for such purposes, or sent by fax to the other party’s fax number as set out in the Licence.
24.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by fax shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender).
25.0 Governing Law
The Licence and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Licence or its subject matter or formation (including non-contractual disputes or claims).