Subscription 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 Subscription Charges, 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):the existence and terms of the Contract;any information that would be regarded as confidential by a reasonable business person relating to: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); andthe 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); andany information developed by the parties in the course of carrying out this Contract; and 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; andCustomer 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” | means the contract between InVentry and the Customer for the supply of the InVentry Products, comprising the Order and these Conditions. |
| “Contract Year” “Customer” | means:(a) the period commencing on the Go Live Date and ending on the first anniversary of the Go Live Date; and (b) each successive period of 12 months thereafter during the Term, commencing on each anniversary of the Go Live Date. means the Customer referred to within the Order. |
| “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. |
| “EULA” | means the End User Licence Agreement which can be found here: https://inventry.co.uk/end-user-license-agreement-eula-terms-and-conditions/ as may be updated by InVentry from time to time. |
| “Go Live Date” | means the date set out in the Order. |
| “Hardware” | means the hardware/equipment 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 Order. |
| “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 which can be found here: https://inventry.co.uk/inventry-support-level-agreement/ as may be updated by InVentry from time to time . |
| “Set Up Services” | the configuration of the Software by InVentry, as chosen by the Customer via the Welcome Pack. |
| “Specification(s)” | means the specification of Hardware and Software described in the Order. |
| “Payment Terms” | the payment terms detailed in the Order or, as set out in clause 8, relating to the Subscription Charges. |
| “Software” | means the software and applicable applications provided by InVentry to the Customer, as described in the Order or Welcome Pack, together with any new releases, updates, patches and modifications, as described in the Order, Welcome Pack and any other documentation provided to the Customer. |
| “Subscription Charges” | the Charges payable by the Customer for the InVentry Products, as specified in the Order. |
| “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.
1.9 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 Subscription Charges and continued compliance with this Contract and the EULA, 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;
(d) create any software that is substantially similar in its expression to the Software; or
(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
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 InVentry shall provide the Support in accordance with the Service Level Agreement during the Term.
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; and / or
(c) in relation to changes made in accordance with clause 4.5(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);
4.6 The Customer shall reasonably inspect the Hardware upon delivery to the Delivery Location at which point it shall be deemed accepted.
Rescheduled Installation on site
4.7 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.
4.8 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.
4.9 The Company offers a 30 Day Money Back Guarantee for any customers where terms and conditions are met. For more information click here.
4.10 Adhesive label rolls supplied by InVentry are intended solely for standard operational use at the site and in connection with the InVentry Products for which they are supplied, unless otherwise agreed in writing by InVentry. Usage which materially exceeds normal operational requirements or which relates to non-standard applications may be treated by InVentry as falling outside the scope of normal use.
5.1 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 UK GDPR) and the appropriate InVentry Policies at https://inventry.co.uk/gdpr-policies/ and in the Welcome Pack (as updated from time to time), to the extent consistent with the DPA.
6 InVentry’s obligations
6.2 The obligation at clause 6.1 shall not apply to the extent of any non-conformance by InVentry, which is caused by:
(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 reasonable endeavors to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Where InVentry provides a workaround, alternative solution, temporary fix, substitute service or other relief which materially mitigates the impact of an issue pending a permanent resolution, the existence or recurrence of that same underlying issue shall not, of itself, constitute a material breach of the Contract, nor shall repeated occurrences of that same underlying issue be aggregated for the purposes of establishing any material, repeated or persistent breach, provided that InVentry continues to use reasonable endeavours to implement a permanent fix where reasonably practicable. 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;
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.
(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;
(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;
(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 these Conditions. 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 For a new Customer, InVentry shall issue a quote to the Customer setting out the Subscription Charges and any other applicable Charges. Once the quote has been completed and signed by the Customer, it shall constitute the Order and InVentry shall issue a pro forma invoice for the Charges specified in that Order. The Customer shall pay the pro forma invoice in accordance with the Payment Terms. Following receipt of payment, InVentry shall arrange for the Installation to be completed and for the system to go live on the Go-Live Date. For each subsequent Contract Year, InVentry shall invoice the Subscription Charges up to 60 days before the commencement of that Contract Year, and the Customer shall pay each such invoice within 30 days of the invoice date.
8.2 The Subscription Charges shall be fixed during the Initial Term (subject always to the provisions of the Conditions). InVentry may change the Subscription Charges for any Renewal Period by giving the Customer not less than 120 days’ prior written notice before the commencement of that Renewal Period. The Subscription Charges for that Renewal Period shall be the price specified in that notice (the “Current Price”), being the Subscription Charges in InVentry’s price list in force at the commencement of that Renewal Period for the InVentry Products then supplied under the Contract. The Contract shall renew automatically in accordance with clause 13.1 and neither the Customer’s agreement to the Current Price nor the signature of a replacement Order or Contract shall be a condition of that renewal. If the Customer does not wish to renew at the Current Price, it may terminate the Contract by giving notice in accordance with clause 13.1
8.3 The Charges payable by the Customer are in pounds sterling and exclusive of VAT and are payable by BACS to the InVentry bank account notified to the Customer in writing from time to time.
8.4 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 Subscription Charges remains outstanding and therefore the right to possession of the Hardware shall terminate and all costs incurred by InVentry in repossessing the Hardware shall be borne by the Customer;
8.5 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.
8.6 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 any change in the constitution or management of the Customer, or a change of control of the Customer (within the meaning of section 1124 of the Corporation Tax Act 2010).
8.8 Rebates:
(a) Any rebate credit assigned by InVentry must be claimed within 90 days of its allocation.
(b) Any rebate credit claimed is nonrefundable, cannot be allocated against year 1, and will be automatically deducted equally over the reminder of the subscription period from Year 2 onwards.
9 Hardware and consumables
9.1 Payment for any order for Consumables by the Customer, will be taken by InVentry from the Customer’s nominated card or bank account if direct debit mandate completed or invoiced in line with terms in clause 8.
9.2 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.
9.3 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 the leased Hardware is redelivered back to InVentry or where title passes to the Consumables in accordance with clause 9.4.
9.5 Title to the Hardware shall remain with InVentry at all times and shall remain the property of InVentry, and the Customer shall have no right, title or interest in or to the Hardware (save the right to possession and use of the leased Hardware subject to the terms and conditions of the Contract).
(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.
9.8 Where on expiry of the Term, the leased Hardware is not returned back to InVentry within 30 days of expiry of the Term, unless such other time frame is agreed in writing between the parties, the Client shall pay to InVentry on demand, the cost for each item of the Hardware not returned to InVentry, as notified to the Customer in writing by InVentry.
9.9 Where, on expiry of the Term (or by virtue of termination in accordance with the Contract), an InVentry engineer is required to remove the Hardware from the Installation Location, additional Charges may become payable by the Customer on demand, as notified to the Customer by InVentry.
9.10 InVentry shall not be liable for any failure to comply with obligations to rectify defective Hardware as described under clause 9.7(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 oral or written reasonable 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.
9.11 Should any InVentry Products be lost or misplaced at the Customer’s Delivery Location, following confirmed delivery (by InVentry), 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
(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 11.4, 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.
11.4 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.
12.1 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;
(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:
(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
(e) failure to maintain the necessary environmental conditions for use of any InVentry Products;
(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 Subscription Charges paid or payable during the Initial 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.
13.1 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 shall automatically continue after expiry of the Initial Term for further consecutive Renewal Periods, unless the Customer gives not less than 30 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.
(a) the Customer:
(i) fails to pay any 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;
(b) where any Third Party Product, service, software, hardware, licence, hosting environment, integration or support on which the InVentry Products or Support materially depend is withdrawn, discontinued, becomes unavailable, ceases to be supported, or is materially changed such that InVentry is unable, or it is no longer commercially reasonable for InVentry, to continue to provide the InVentry Products or Support in accordance with the Contract, on written notice to the Customer, such notice to be given as far in advance as reasonably practicable and, where reasonably practicable, not less than 30 days before termination takes effect;
13.4 Customer cancellation
(a) Without affecting any express right of the Customer to terminate the Contract under these Conditions, once the Order has been signed by the Customer and accepted by InVentry, the Customer may not cancel the Order or terminate the Contract for convenience except with InVentry’s prior written agreement.
(b) If InVentry agrees to a cancellation before completion of the Installation, the Customer shall remain liable for, and shall immediately pay, the Subscription Charges for the first Contract Year, less any such Subscription Charges already paid.
(c) If InVentry agrees to a cancellation on or after completion of the Installation, the Customer shall remain liable for, and shall immediately pay:
(i) all Charges accrued up to the effective date of cancellation; and
(ii) all Charges that would otherwise have become payable during the remainder of the Initial Term,
(d) Clause 13.4(c) shall not apply where the Customer validly exercises the InVentry 30 Day Money Back Guarantee in accordance with all eligibility requirements, conditions, exclusions and procedural requirements applicable to that guarantee. Any return, removal, credit or refund shall be governed exclusively by the terms of that guarantee available at https://inventry.co.uk/inventry-30-day-money-back-guarantee-terms-and-conditions/.
(e) For the purposes of this clause, Installation is completed when the installation of the relevant InVentry Products has been completed and the applicable installation sign-off sheet has been signed by or on behalf of the Customer.
13.5 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.
13.6 On termination of the Contract for any reason:
(b) each party shall return and make no further use of any equipment, service, property, documentation (including the Hardware, Documentation and InVentry Products where applicable) 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
14.2 In the event of any conflict or inconsistency between documents the following order of precedence shall apply (highest first): (a) the Order; (b) the Data Processing Agreement; (c) the Service Level Agreement; (d) these Conditions; (e) the Installation Terms; (f) the Purchase Terms; (g) the EULA; and (h) any other policies or documents incorporated by reference. The Data Processing Agreement shall take precedence in relation to the processing of personal data and the EULA shall take precedence in relation to software licensing and use rights.
14.3 No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
14.4 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.
14.8 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.
14.10 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.
14.11 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).
14.12 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.
For the End-User License Agreement (EULA) Terms & Conditions click HERE.
For the Service Level Agreement Terms & Conditions click HERE.
Version 3.0 – 14th October 2026