Purchase Terms and Conditions
INVENTRY TERMS AND CONDITIONS
1 Interpretation
1.1 The following definitions and rules of interpretation in this clause shall apply to these Conditions:
“Authorised Users” means those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the InVentry Products and the Documentation, as further described under clause 3.
“Charges” means the Support Charges, Fees and any additional charges as set out in the Order or Contract, payable by the Customer to InVentry for the InVentry Products or any associated works.
“Conditions” means these InVentry Terms and Conditions.
“Confidential Information” means all confidential information, however recorded or preserved, disclosed by a party (disclosing party) to the other party (receiving party) in connection with this Contract, including (but not limited to):
(a) the existence and terms of the Contract;
(b) any information that would be regarded as confidential by a reasonable business person relating to:
(i) the business, assets, affairs, customers, clients, suppliers of the disclosing party (or of any member of the group of companies to which the disclosing party belongs); and
(ii) the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party (or of any member of the group of companies to which the disclosing party belongs); and
(i) any information developed by the parties in the course of carrying out this Contract; and
(ii) details of the InVentry Software, InVentry Products, Documentation and the Set Up Services, and the results of any performance tests of the same shall constitute Confidential Information of InVentry; and
(iii) Customer Data shall constitute Confidential Information of the Customer.
“Consumables” means ID badges, printer rolls, ink and any other consumable items supplied by InVentry, as required for use by the Customer with the InVentry Products.
“Contract” has the definition provided in the Order.
“Customer” means the Customer who has placed an order for the InVentry Products as referred to within the Order or Welcome Pack.
“Customer Data” means the data inputted into the Software by the Customer, Authorised Users, or InVentry (on the Customer’s behalf) for the purpose of using the InVentry Products or facilitating the Customer’s use of InVentry Products.
“Date” the date of the contract as specified in the Order or Welcome Pack.
“Documentation” means the documents made available to the Customer by InVentry from time to time detailing the InVentry Products and where applicable, instructions for use of such InVentry Products, including the Specifications.
“Delivery Date” means the delivery date agreed between parties from time to time.
“Delivery Location” means the delivery location described in the Welcome Pack.
“Discount” means a discount applied to the Fees by InVentry, as agreed between the parties in accordance with the Contract.
“EULA” means the End User Licence Agreement as set out at Schedule 1.
“Fees” The fees payable by the Customer for the Hardware and Software, as set out in the Order.
“Go Live Date” means the date set out in the Order.
“Hardware” means the hardware described in the Order, including without limitation screens and label printers provided by InVentry, excluding any Third Party Products.
“Initial Term” means the initial term, as set out in the Order.
“Installation Date” means the installation date as agreed between parties from time to time.
“Installation Location” means the installation location described in the Welcome Pack.
“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 InVentry entity as further described in the Welcome Pack.
“InVentry Product(s)” means the Hardware, Software, Set Up Services and Consumables supplied to the Customer by InVentry.
“Licence” means the licence granted to the Customer under clause 3.1 for use of the InVentry Software.
“Order” the completed order form issued by InVentry to the Customer detailing the applicable InVentry Products and containing these Conditions.
“Renewal Period” means successive 12-month periods.
“Service Level Agreement” means the service level agreement detailing the level of available technical Support as set out in Schedule 2.
“Set Up Services” The configuration of the Software by InVentry, as chosen by the Customer via the Welcome Pack.
“Specification(s)” means the specification set out in the Order.
“Payment Terms” the payment terms detailed in the Order, relating to the Support Charges.
“Rebate Claim Form” The rebate claim form appended at Schedule 3.
“Software” means the software and applicable applications provided by InVentry to the Customer, as described in the Order and or Welcome Pack, together with any new releases, updates, patches and modifications as described in the Order, Welcome Pack and where applicable the documentation.
“Support Charges” The charges payable by the Customer for the InVentry Products, as specified in the Order and or Welcome Pack.
“Support” means the remote support provided by InVentry, as set out in the Service Level Agreement.
“Term” the Initial Term together with any subsequent Renewal Period(s).
“Third Party Products” means hardware or software supplied to the Customer by a third-party provider which may or may not integrate with the InVentry Products.
“Welcome Pack” The welcome pack issued by InVentry following the Customer’s signature of the Contract.
1.2 Clause, schedule and paragraph headings shall not affect the interpretation of these 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.
1.8 A reference to a statute or statutory provision shall include all subordinate legislation made as at the Date under that statute or statutory provision.
1.9 A reference to writing or written includes email.
2 Basis of contract
2.1 The Conditions shall apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing. The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
2.2 InVentry’s issue of the Order shall constitute its offer to the Customer to provide the InVentry Products (as specified herein) and the Customer’s signature of the Order (or payment of the Charges, if earlier), constitutes acceptance by the Customer of this offer in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order are complete and accurate. The Order shall only be deemed to be effective on signature completion, at which point and on which date these Conditions shall apply and become legally binding.
3 Licence
3.1 Subject to the Customer’s payment of the Fees, InVentry hereby grants to the Customer a limited, non-exclusive, non-transferable, revocable licence without the right to sublicense, to permit the Customer, to access and use the Software solely for the Customer’s internal business operations, in accordance with these Conditions and any specific terms set out within the Contract from the Go-Live Date during the Term (“Licence”).
3.2 The Customer shall comply with and shall procure that its Authorised Users comply with the EULA.
3.3 The Customer shall not, except as may be permitted by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under the Contract:
(a) introduce any virus’, trojans or vulnerabilities onto the Software;
(b) 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;
(c) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
(d) create any software that is substantially similar in its expression to the Software; or
(e) access all or any part of the InVentry Products and the Documentation in order to build a product or service which competes with the InVentry Products;
(f) use the InVentry Products and/or Documentation to provide services to third parties or license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the InVentry Products and/or Documentation available to any third party (save for the Authorised Users); or
(g) attempt to obtain, or assist third parties in obtaining, access to InVentry and/or Documentation, other than as provided under this clause 3.
3.4 The rights provided under this clause 3 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 affiliate, organisation or body unless otherwise agreed between the parties in writing.
4 Order, Delivery, Installation and Support
4.1 All Delivery Dates or Installation Dates specified by InVentry are approximate only and time shall not be of the essence for delivery or installation of the InVentry Products and InVentry shall use all reasonable endeavours to achieve the same.
4.2 Unless otherwise agreed, all delivery charges relating to the Hardware are payable by InVentry.
4.3 Any liability of InVentry for non-delivery of the Hardware shall in all circumstances be limited to replacing the Hardware within a reasonable time or issuing a credit note at the pro rata contract rate against any invoice raised or Charges relating to such Hardware under the Contract.
4.4 InVentry shall provide the Support in accordance with the Service Level Agreement.
4.5 InVentry reserves the right at any time to:
(a) move, change or reconfigure (as applicable) any of the InVentry Products, and Support or the components used to deliver any of the InVentry Products and Support to the extent necessary for reasons of health & safety or security;
(b) make any change, improvement, substitution or modification in the format, operation, manufacture, specification, design or configuration of the InVentry Products or Support for any reason, provided that any such change, improvement, substitution or modification shall not result in any material reduction in the functionality or performance of the InVentry Products or any degradation in the service levels specified in any Service Level Agreement.
(c) in relation to changes made in accordance with clause 4.(b) above, if such change is likely to materially adversely affect performance, InVentry shall notify the Customer of any such proposed variation(s) to the type and technical specification, together with an assessment on the impact of such proposed variation(s) in writing, prior to implementation of such variation (unless it is not practicable to do so in the case of an emergency, in which case such notification shall be given as soon as practicable after the variation has taken place);
(d) deliver the Hardware by separate instalments which shall be payable under one invoice and form part of the same Contract.
4.6 The Customer shall reasonably inspect the Hardware upon delivery to the Delivery Location at which point it shall be deemed accepted.
4.7 Except as specified in these Conditions, no Order which has been accepted by InVentry (via its signature of the Order) may be cancelled by the Customer, except with the agreement in writing of InVentry and provided that, unless such cancellation results from the breach, by InVentry of this Contract, the Customer indemnifies InVentry in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by InVentry as a result of cancellation.
Rescheduled Installation on site
4.8 The Customer agrees and acknowledges that InVentry require a minimum of 3 days’ written notice, where the Customer requests, to amend the Installation Date. Where the Customer provides such notice within 3 days of the Installation Date, the Customer will incur an additional charge of £250, payable to InVentry on demand and prior to the booking of a rescheduled installation date.
4.9 The Customer shall be responsible (at the Customer’s cost) for preparing the Delivery Location for the delivery of the Hardware and Installation Location for installation of Hardware and for the provision of all necessary access and facilities reasonably required to deliver and install the Hardware. If InVentry is prevented from carrying out delivery or installation on the specified date, because no such preparation has been carried out, or where, following arrival by InVentry personnel at the Installation Location it transpires such installation of the Hardware cannot occur due to a health & safety matter on site meaning such installation is unreasonable the Customer will (unless otherwise agreed with InVentry):
(a) be subject to a charge of £300 (associated with rearranging the revisit of an engineer to complete such installation of the Hardware);
(b) be responsible for the secure storage of the InVentry Products in a clean, dry and appropriate environment (separate from all other equipment or that of a third party, so that it remains readily identifiable as InVentry’s property) upon receipt at the Delivery Location (on a fiduciary basis as bailee only). Only if deemed reasonably necessary, InVentry may remove and arrange for re-delivery of the InVentry Products at the Customer’s cost and shall raise an invoice for additional costs associated with re-delivery, for immediate payment and any such Customer failure to pay may result in subsequent cancellation of the rescheduled delivery date.
5 Customer data
All data will be processed in line with all applicable data protection laws and regulations (including but not limited to the Data Protection Act 2018 and UKGDPR) and the appropriate InVentry Policies at https://inventry.co.uk/gdpr-policies/ and contained within the Welcome Pack, unless agreed otherwise.
6 InVentry’s obligations
6.1 InVentry will provide the InVentry Products, Support and Documentation in accordance with applicable laws and with all reasonable skill and care.
6.2 The obligation at clause 6.1 shall not apply to the extent of any non-conformance by InVentry, which is caused by:
(a) the Customer’s use of the InVentry Products, Support and Documentation contrary to InVentry’s instructions; or
(b) modification or alteration of InVentry Products, Support and Documentation by any third party other than InVentry or its duly authorised contractors or agents.
6.3 Where InVentry are held to be in breach of clause 6.1, InVentry will, at its expense, use best endeavors to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Except as specified in clause 13.3, such correction or substitution constitutes the Customer’s sole and exclusive remedy for any breach of the obligation set out in clause 6.1.
6.4 Notwithstanding clause 6.3, InVentry:
(a) provides the InVentry Products, Support and the Documentation to the Customer on an “as is” basis;
(b) does not warrant that the Customer’s use of the InVentry Products will be uninterrupted or error-free or that InVentry Products, Documentation and/or the information obtained by the Customer through InVentry will meet the Customer’s requirements;
(c) shall not be 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 the InVentry Products and the Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
6.5 Nothing in these Conditions shall prevent InVentry 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 Contract.
6.6 InVentry warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under the Contract.
7 Customer’s obligations
7.1 The Customer shall:
(a) be responsible for any Authorised User’s breach of the Licence or the EULA;
(b) provide InVentry with:
(i) all necessary co-operation in relation to the Contract;
(ii) all necessary access to such information, equipment, Hardware, Software; and
(iii) Customer Data;
(iv) security access information; and
(v) configuration services required,
as may be required by InVentry in order to provide the InVentry Products to the Customer as per the Contract;
(c) provide InVentry with physical access to the Installation Location (including facilities as reasonable required) and ensure the Installation Location and Delivery Location are a safe working environment for all parties working on site;
(d) comply with all applicable laws and regulations with respect to its obligations under the Contract;
(e) carry out all other Customer responsibilities set out in the Contract in a timely and efficient manner. In the event of any delays in the Customer’s provision of such assistance as agreed by InVentry is writing, InVentry may adjust any agreed timetable, Installation Date or Delivery Date as reasonably necessary at its sole discretion;
(f) ensure that the Authorised Users use the InVentry Products and the Documentation in accordance with the Contract (including these Conditions, the Licence and the EULA);
(g) where Consumables are ordered through the order system of the Software, as soon as reasonably practicable thereafter send to InVentry a purchase order for such Consumables;
(h) obtain and shall maintain all necessary licences, consents, and permissions necessary which are necessary for the Customer to permit or enable InVentry, its contractors and agents to perform their obligations under the Licence;
(i) ensure any data required by the data controller is downloaded prior to the removal of any InVentry Hardware from the Customer’s site;
7.2 Notwithstanding any other provision in this Contract, InVentry shall not be liable for any breach of Contract or failure to perform its obligations under the Contract to the extent that such breach or failure is caused by or arises from the Customer’s breach of any of its obligations under this clause 7 or any other provision of this Agreement. In such circumstances, the Customer shall indemnify and hold harmless InVentry from and against any and all direct: (i) costs, (ii) claims, (iii) damages, (iv) losses, (v) expenses and (vi) liabilities (including reasonable legal fees) incurred by InVentry as a result of or in connection with the Customer’s breach or failure.
8 Charges and payment
8.1 The Customer shall pay the Fees as set out in the Order prior to the Installation Date, or within 30 days from receipt of the InVentry invoice (Due Date).
8.2 The Customer shall pay the Support Charges (and any other additional Charges), in accordance with the Payment Terms as set out in the Order.
8.3 The Support Charges shall be fixed during the Initial Term (subject always to the provision of the Conditions) and are subject to change at InVentry’s sole discretion, during the Renewal Period, as notified to the Customer by InVentry prior to Commencement of the Renewal Period.
8.4 The Charges are payable by BACs to the InVentry bank account notified to the Customer in writing from time to time.
8.5 The Charges payable by the Customer are in pounds sterling and exclusive of VAT.
8.6 InVentry reserves the right, by giving notice to the Customer at any time before delivery, to increase the price of such of the Hardware as has not been delivered to reflect any increase in the cost to InVentry which is due to market conditions or any factor beyond the control of InVentry (including any foreign exchange fluctuation, currency regulation, alteration of duties, change in legislation, significant increase in the costs of labour, materials or other costs of manufacture), any change in Delivery Date, quantities or specifications for the Hardware which is requested by the Customer, or any delay caused by any instructions of the Customer or failure of the Customer to give InVentry adequate information or instructions.
8.7 Where the Customer fails to make full payment of any undisputed Charges due to InVentry, without prejudice to any other rights and remedies of InVentry, InVentry may until full payment is received, without liability to the Customer and on giving the Customer prior written notice of its intent to exercise such rights:
(a) disable the Customer’s password, account and access to all or part of the InVentry Products and InVentry shall be under no obligation to provide any or all of InVentry Products while the applicable invoice(s) remain unpaid;
(b) access the Installation Location (during normal business hours) and remove all Hardware, where such Support Charges remains outstanding and therefore the right to possession of the Hardware shall be suspended and all costs incurred by InVentry in repossessing the Hardware shall be borne by the Customer. For avoidance of doubt, following payment of any overdue sums, InVentry shall reinstate the Hardware;
(c) charge Interest at on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment and such Interest will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
8.8 Where additional works or services beyond that set out in the Order or the Service Level Agreement is requested by the Customer, InVentry may at its sole discretion charge for additional works or services at the rates notified to the Customer at the time of the Customer’s request.
8.9 The Customer’s agrees and acknowledges that its liability to pay the Charges under the Contract shall remain where during the Term there is a change of ownership of the Customer or a change of control of the Customer (within the meaning of section 1124 of the Corporation Tax Act 2010) .
8.10 InVentry may, without prejudice to any other rights it may have, set off any undisputed liability of the Customer to InVentry against any liability of InVentry to the Customer.
Discount
8.11 The Customer may be eligible for a Discount where its existing hardware of which is owned by the Customer (whether previously provided by InVentry or being a Third Party Product) is returned to InVentry prior to the Installation Date of the Hardware.
8.12 The Customer agrees that its eligibility for the Discount shall be at InVentry’s sole discretion and conditional on the following:
(a) the Customer is responsible for completion of the Rebate Claim form
(b) any hardware equipment to which is the subject of a Rebate Claim Form must be, in accordance with the InVentry Instructions:
(i) returned to the following address, at the Customer’s cost, with a minimum of recorded delivery, identifying the Customer name and order number: InVentry Ltd, Unit 15, West Vale, Holbeck, Leeds, LS12 6BD; or
(ii) removed by InVentry personnel from site;
(c) eligibility for the Discount shall be confirmed by InVentry in writing.
8.13 Such conditions (as described at clause 8.11) shall take place prior to:
(a) installation of the Hardware by InVentry personnel; or
(b) dispatch by InVentry of the Hardware for the purposes of the Customer’s self-installation;
and any Rebate Claim Form issued after this time will be void.
8.14 The Customer shall ensure that all such hardware returned to InVentry or removed from the Customer site by InVentry, for the purpose of the Customer receiving the Discount, shall be:
(a) wiped of all Customer Data and factory reset and all data required by the data controller is downloaded;
(b) any applications or related accounts associated with such hardware (e.g. iTunes) should be removed;
(c) any security applied to the hardware should be disabled
(d) the hardware should be removed from any security devices (e.g. Kensington lock); and
(e) should be appropriately packed for collection by a courier.
9 Hardware and consumables
9.1 The quantity and description of the Hardware shall be as set out in the Order and all samples, drawings, descriptive matter, specifications and advertising issued by InVentry, and any descriptions or illustrations contained in InVentry’s catalogues or brochures are issued or published for illustrative purposes only and they do not form part of the Contract.
9.2 Any typographical, clerical or other similar error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by InVentry may be corrected by InVentry without any liability on the part of InVentry provided that InVentry brings this to the attention of the Customer as soon as it becomes aware of the same.
9.3 Where InVentry is not the manufacturer of the Hardware, it shall use reasonable endeavours to transfer to the Customer the benefit of any warranty or guarantee given by the manufacturer to InVentry.
9.4 Payment for any order for Consumables by the Customer, will be taken by InVentry from the Customer’s nominated card or bank account.
9.5 Where InVentry 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 InVentry 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.
9.6 Risk in the Hardware and Consumables shall pass to the Customer on confirmed delivery (by the InVentry courier) to the Delivery Location and remain at the sole risk of Customer during the period such Hardware and Consumables are in the possession, custody or control of the Customer and until such time as title passes to the Hardware and Consumables in accordance with clause 9.4.
9.7 Title to the Hardware and or Consumables shall pass to the Customer on InVentry’s receipt of full payment (in cleared funds) relating to the same.
9.8 Where the Customer notifies InVentry of any defects to the Hardware during the Term, on InVentry’s instructions, the Customer shall return the alleged defective Hardware at InVentry’s cost and upon receipt of the Hardware, InVentry shall consider at its sole discretion and acting reasonably and in good faith whether the Hardware is:
(a) inherently defective, in which case InVentry shall arrange for its repair or replacement of the Hardware as soon as reasonably practicable, which shall be the Customer’s sole and exclusive remedy under this Contract and provided that the Customer shall not be expected to pay the Charges during any period where such Hardware is not available for use; or
(b) damaged by virtue of the Customer’s acts or omissions, in which case the Customer shall pay to InVentry on demand the full cost of replacement for the damaged Hardware, as applicable.
9.9 InVentry shall not be liable for any failure to comply with obligations to rectify defective Hardware as described under clause 9.8(a) where:
(a) the Customer makes any further use of such Hardware after notifying InVentry of such defects as described in these Conditions;
(b) any defect to the Hardware occurred due to the Customer’s failure to follow InVentry’s reasonable oral or written instructions as to the storage, commissioning, installation, use or maintenance of Hardware or, if there are none, good trade practice regarding the same;
(c) the defect to the Hardware arises as a result of the Customer following any instructions or information supplied by the Customer;
(d) the Customer alters or repairs such Hardware without the written consent of InVentry;
(e) the defect arises as a result of fair wear and tear, willful damage, negligence, or abnormal working conditions; or
(f) the Hardware differs from any applicable specification as a result of changes made to ensure such Hardware complies with applicable statutory or regulatory requirements.
9.10 Should any InVentry Products be lost or misplaced at the Customer’s Delivery Location, following confirmed delivery, the Customer will be charged 100% of the cost (at InVentry’s current price list) for such lost and or misplaced InVentry Products, on demand.
10 Ownership of rights
10.1 The Customer acknowledges and agrees that InVentry and/or its licensors own all Intellectual Property Rights in the InVentry Products and the Documentation excluding the Customer Data. Except as expressly stated herein or in the EULA, the Contract does not grant the Customer any rights to, under or in, any Intellectual Property Rights, or any other rights or licences in respect of the InVentry Products or the Documentation.
10.2 InVentry confirms that it has all the Intellectual Property Rights in relation to InVentry Products and the Documentation that are necessary to grant all the rights it purports to, are granted under, and in accordance with, the terms of the Contract (including the Licence and the EULA).
11 Confidentiality
11.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under the Contract. A party’s Confidential Information shall not be deemed to include information that:
(a) is or becomes publicly known other than through any act or omission of the receiving party;
(b) was in the other party’s lawful possession before the disclosure;
(c) 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.
11.2 Subject to clause 12.4, 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 exercise of their rights and performance of their obligations hereunder.
11.3 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 Contract.
11.4 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 clause 11.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
11.5 The above provisions of this clause shall survive termination of the Contract, however arising.
12 Limitation of liability
12.1 Except as expressly and specifically provided in the Conditions 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 Conditions.
12.2 Nothing in these Conditions excludes the liability of InVentry:
(a) for death or personal injury caused by InVentry’s negligence;
(b) for fraud or fraudulent misrepresentation;
(c) breach of the obligations implied by clause 12 of the Sale of Goods Act 1979 or clause 2 Supply of the Goods and Services Act 1982; or
(d) any other liability which cannot be excluded by law.
12.3 Subject to clauses 12.1 and 12.2, InVentry shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss or claim or damages arising directly or indirectly out of:
(a) a modification of any InVentry Products or Documentation by anyone other than InVentry (or any third-party under InVentry’s control or supervision); or
(b) the Customer’s use of InVentry Products or Documentation in a manner contrary to the reasonable instructions given to the Customer by InVentry; or
(c) the Customer’s use of InVentry Products or Documentation after notice of alleged or actual infringement of Intellectual Property Rights from InVentry or any appropriate authority where such loss claim or damage arises out of an alleged or actual infringement of Intellectual Property Rights; or
(d) damage to InVentry from whatever cause (other than any act or omission by InVentry), including failure or fluctuation of electrical power;
(e) failure to maintain the necessary environmental conditions for use of any InVentry Products;
(f) use of any InVentry Products in combination with any Third Party Products not designated by InVentry or approved by InVentry for use with InVentry Products, or any fault in any such Third Party Products;
(g) any breach of the Customer’s obligations under these Conditions howsoever arising or having InVentry Products maintained by a third party; or
(h) the Customer’s operator error;
(i) loss or corruption of data or information; or
(j) pure economic loss..
12.4 Subject to clause 12.1, 12.2 and 12.3, InVentry’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 Contract shall not exceed the Support Charges paid or payable during the Subscription Term.
12.5 Subject to clause 12.1, 12.2 and 12.3, neither party shall be liable for any special, indirect or consequential loss, costs, damages, charges or expenses, however arising under these Conditions.
13 Term and termination
13.1 Without affecting any other right or remedy available to it, the Contract shall commence on the Date and shall continue for the Initial Term and will automatically continue after expiry of the Initial Term for further consecutive Renewal Periods, unless the Customer gives not less than 90 days prior written notice to InVentry to terminate the Contract, such notice to expire at the end of the Initial Term or any Renewal Period.
13.2 Without affecting any other right or remedy available to it, InVentry may terminate the Contract with immediate effect by giving written notice to the Customer:
(a) for convenience on 30 days’ written notice to the Customer, without liability;
(b) where the Customer:
(i) fails to pay any undisputed amount due under the Contract on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;
(ii) commits a material breach of any other term of the Contract which breach is irredeemable;
(iii) commits a material breach of any other term of the Contract 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;
(iv) repeatedly breaches any of the terms of the Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to undertake its obligations hereunder.
13.3 Without affecting any other right or remedy available to it, the Customer may terminate the Contract with immediate effect by giving written notice to InVentry where InVentry:
(a) commits a material breach of any other term of the Contract which breach is irredeemable;
(b) commits a material breach of any other term of the Contract 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; or
(c) repeatedly breaches any of the terms of the Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to undertake its obligations hereunder.
13.4 On termination of the Contract for any reason:
(a) all licences granted under the Licence shall immediately terminate and the Customer shall immediately cease all use of any InVentry Products and/or the Documentation;
(b) 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;
(c) 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 Contract which existed at or before the date of termination shall not be affected or prejudiced;
(d) all sums payable to InVentry under the Contract shall become due immediately on its termination, despite any other provision of the Contract, without prejudice to any right to claim for interest under the law, or any right under the Contract.
14 General
14.1 InVentry shall have no liability to the Customer under the Contract if it is prevented from or delayed in performing its obligations under the Contract, 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 InVentry 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 InVentry or sub-contractors, provided that the Customer is notified of such an event and its expected duration.
14.2 No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
14.3 No failure or delay by a party to exercise any right or remedy provided under the Contract 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.
14.4 If any provision (or part of a provision) of the Contract is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
14.5 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.
14.6 The Contract 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.
14.7 Each party acknowledges that in entering into the Contract 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 this Contract and the parties each agree that they shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
14.8 The Customer shall not, without the prior written consent of InVentry, assign, transfer, charge, sub-licence or deal in any other manner with all or any of its rights or obligations under the Contract.
14.9 InVentry 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 Contract.
14.10 Nothing in the Contract 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).
14.11 This Contract does not confer any rights on any person or party (other than the parties to the Contract and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
14.12 Any notice required to be given under the Contract 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 Contract, or such other address as may have been notified by that party for such purposes, or sent by email to the other party’s email address as set out in the Order as updated from time to time.
14.13 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 email shall be deemed to have been received at the time of transmission.
14.14 The Contract 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 and 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 Contract or its subject matter or formation (including non-contractual disputes or claims).
For the End-User License Agreement (EULA) Terms & Conditions click HERE.
For the Service Level Agreement Terms & Conditions click HERE.
Version 2.0 – 12th March 2025