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Envisij Terms and Conditions

The Customer’s attention is particularly drawn to the provisions of clause 10 (Limitation of liability), clause 14.6 (No partnership or agency), and clause 14.7 (Entire agreement)

1. Interpretation.

1.1 The following definitions and rules of interpretation apply in these Conditions.

Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Charge for Services.  The cost of the Services as specified in the Order Form and payable by the Customer to the Supplier in accordance with clause 7.

Commencement Date: has the meaning given in clause 2.2.

Conditions: these terms and conditions as amended from time to time in accordance with clause 14.9.

Confidential Information: information in whatever form (including in written, oral, visual or electronic form or on any magnetic or optical disk or memory) and wherever located relating to any party’s business, clients, customers, suppliers, products, assets, affairs and finances that is confidential to any party and trade secrets relating to any party’s business or any of its suppliers, clients, customers, agents, distributors, shareholders, management or business contacts, including technical data and know-how, that the party creates, develops, receives or obtains in connection with the Contract, whether or not such information (if in anything other than oral form) is marked confidential.

Contract: the contract between the Supplier and the Customer for the supply and installation of Equipment and/or the provision of Services in accordance with these Conditions.

Customer: the customer named in the Order Form.

Envisij Portal: the web-based data analytics platform made available by the Supplier to the Customer as part of the Services, together with any related interfaces, applications and documentation, as updated by the Supplier from time to time.

Equipment: the equipment (or any part of it) set out in the Order.

Equipment Credit. Any equipment credit specified in the Order Form and payable by the Supplier, subject to the provisions of clause 7.

Equipment Specification: any specification for the Equipment, including any relevant plans or drawings, that is agreed in writing by the Customer and the Supplier.

Force Majeure Event: has the meaning given to it in clause 13.

Initial Services Term: the initial term of this agreement as set out in the Order Form.

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications 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.

Necessary Consents: all permissions, consents, approvals, certificates, permits, licences, agreements and authorities (whether statutory, regulatory, contractual or otherwise) necessary for the installation of the Equipment and the provision of the Services by the Supplier at the Premises Order: the Customer’s order for the supply of Equipment and/or Services, as set out in the Order Form.

Order Form: the front sheet to these Conditions, signed on behalf of the Customer and setting out the details of the Customer and its requirements for the Equipment and Services.

Premises: the Customer’s premises as set out on the Order Form.

Price for Equipment. The cost of the Equipment as specified in the Order Form and payable by the Customer to the Supplier in accordance with clause 7

Services: the services to be supplied by the Supplier to the Customer as set out in the Order Form, these Terms and Conditions and any Service Specification, which shall include:

  • Installation of the Equipment at the Customer’s premises;
  • Commissioning of the Equipment, connection of it to the Envisij Portal;
  • Onboarding of the Customer to the Envisij Portal and the provision of access to the Envisij Portal to the Customer; and
  • The provision of support in relation to the Equipment and the use of the Envisij Portal, as set out in the Order Form.

Service Specification: the description or specification for the Services, if any, provided in writing by the Supplier to the Customer along with the Order Form.

Services Support Hours. Hours of support provided by the Supplier to the Customer in relation to the Equipment and the Envisij Portal as set out in the Order Form, the cost of which shall be included in the Charge for Services.

Supplier: Tritility Limited, registered in England and Wales with company number 11790834.

1.2 Interpretation:

  • A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
  • A reference to a party includes its successors and permitted assigns.
  • A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.
  • Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
  • A reference to writing or written includes fax and email.

2. Basis of contract

2.1 The Order constitutes an offer by the Customer to purchase the Equipment and Services in accordance with these Conditions.

2.2 The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date) and shall continue for the Initial Services Term and, thereafter, shall be automatically renewed for successive periods of 12 months (each a Renewal Period) unless either party notifies the other in writing that it wishes to terminate this Agreement at least 60 days before the end of the Initial Services Term or any Renewal Period, in which case this Agreement shall terminate upon the expiry of the Initial Services Period or the Renewal Period, as the case may be.

2.3 Any samples, drawings, descriptive matter or advertising issued by the Supplier and any descriptions of the Equipment or illustrations or descriptions of the Services contained in the Supplier’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services and/or Equipment described in them. They shall not form part of the Contract nor have any contractual force.

2.4 These Conditions 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.

2.5 Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 10 Business Days from its date of issue.

2.6 All of these Conditions shall apply to the supply of both Equipment and Services except where application to one or the other is specified.

2.7 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.

3. The Equipment

3.1 Except where the Order Form states that the Customer is to arrange installation of the Equipment, the Supplier shall install or procure the installation of the Equipment at the Premises on a date to be agreed with the Customer. Where the Order Form states that the Customer is to arrange installation, the Customer shall install the Equipment, or procure its installation by a suitably qualified person, strictly in accordance with the Supplier’s written instructions and any applicable manufacturer’s instructions, and shall do so at its own cost and risk. The Supplier shall have no liability for any loss or damage arising from installation of the Equipment by or on behalf of the Customer, including any failure of the Equipment or the Envisij Portal to operate correctly and any loss or corruption of data, and the warranty in clause 3.8 shall not apply to the extent that any non-conformity is attributable to such installation.

3.2 The Equipment shall be configured to the Envisij Portal and shall be used by the Customer solely and exclusively in conjunction with the Envisij Portal and the Customer shall not alter, configure, service or repair such Equipment or connect or attempt to connect the Equipment to any platform, portal or other data analytical service than the Envisij Portal without the prior written consent of the Supplier.

3.3 The Equipment requires internet connectivity, whether by mobile network or by WiFi or other fixed-line connection, in order to communicate with the Envisij Portal. The Supplier gives no warranty that mobile network signal or any other connectivity will be available at the Premises, or that it will be continuous or uninterrupted, and the Supplier shall have no liability arising from the absence, insufficiency, interruption, degradation or withdrawal of connectivity at the Premises, including any resulting failure of the Equipment or the Envisij Portal to operate or to transmit or receive data. The absence or interruption of connectivity at the Premises shall not constitute a breach of the Contract by the Supplier, shall not entitle the Customer to terminate the Contract or to any refund, credit or abatement, and the Customer shall remain liable for the Price for Equipment and the Charge for Services in full.

3.4 The Customer shall provide access to the Premises on the agreed installation date(s) to the Supplier or its nominee for the purposes of installation of the Equipment by the Supplier or its nominee.

3.5 The Customer undertakes and warrants that it has all Necessary Consents.

3.6 Any dates quoted for installation of the Equipment are approximate only, and the time of delivery and installation is not of the essence. The Supplier shall not be liable for any delay in delivery or installation of the Equipment that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate access or any other instructions that are relevant to the supply and installation of the Equipment.

3.7 If the Customer fails to accept delivery and installation of the Equipment on the agreed installation date, then except where such failure or delay is caused by a Force Majeure Event or by the Supplier’s failure to comply with its obligations under the Contract in respect of the Equipment the Supplier shall store the Equipment until delivery and installation takes place, and charge the Customer for all related costs and expenses (including insurance).

3.8 If, ten Business Days after the day on which the Supplier notified the Customer that the Equipment was ready for delivery and installation, the Customer has not accepted actual delivery of it, the Supplier may resell or otherwise dispose of part or all of the Equipment and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Equipment or charge the Customer for any shortfall below the price of the Equipment.

3.9 The Supplier warrants that on delivery the Equipment shall:

  • conform in all material respects with its description; and
  • be free from material defects in design, material and workmanship.

3.10 Subject to clause 3.11, if:

  • the Customer gives notice in writing to the Supplier within a reasonable time of discovery that some or all of the Equipment does not comply with the warranty set out in clause 3.9;
  • the Supplier is given a reasonable opportunity of examining such Equipment; and
  • the Customer (if asked to do so by the Supplier) returns such Equipment to the Supplier’s place of business at the Supplier’s cost, the Supplier shall, at its option, repair or replace the defective Equipment, or refund the price of the defective Equipment in full.

3.11 The Supplier shall not be liable for the Equipment’s failure to comply with the warranty set out in clause 3.9 if:

  • the Customer makes any further use of such Equipment after giving a notice in accordance with clause 3.10;
  • the defect arises because the Customer failed to follow the Supplier’s instructions as to the storage, installation, commissioning, use or maintenance of the Equipment or (if there are none) good trade practice regarding the same;
  • the Customer alters, configures, services or repairs such Equipment or connects or attempts to connect the Equipment to any platform, portal or other data analytical service than the Envisij Portal without the prior written consent of the Supplier;
  • the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or
  • the Equipment differs from its description as a result of changes made to ensure it complies with applicable statutory or regulatory standards.

3.12 Except as provided in clause 3.10, the Supplier shall have no liability to the Customer in respect of the Equipment’s failure to comply with the warranty set out in clause 3.9.

4. Title and risk

4.1 Title to the Equipment shall remain with the Supplier at all times unless and until the Order Form expressly provides that title is to pass to the Customer and the Customer has paid the Price for Equipment in full. On completion of the installation of the Equipment at the Premises, and subject to clause 4.3, the Customer shall:

  • have the sole risk of loss or damage to the Equipment;
  • ensure that the Equipment is kept secure and identified as the property of the Supplier; and
  • maintain, with a reputable insurance company, insurance cover for any loss or damage to the Equipment for its full replacement cost.

4.2 The Customer shall reimburse the Supplier for the reasonable costs of any repair or replacement of the Equipment, to the extent that such repair or replacement is necessitated by a default on the part of the Customer.

4.3 Unless and until title to the Equipment has passed to the Customer, the Customer shall:

  • store the Equipment separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property;
  • not remove, deface or obscure any identifying mark or packaging on or relating to the Equipment;
  • maintain the Equipment in satisfactory condition and keep them insured against all risks for their full price on the Supplier’s behalf from the date of delivery;
  • notify the Supplier immediately if it becomes subject to any of the events listed in clause 11.2(b) to clause 2(d); and
  • give the Supplier such information as the Supplier may reasonably require from time to time relating to:
    • the Equipment; and
    • the ongoing financial position of the Customer.

4.4 At any time before title to the Equipment passes to the Customer, the Supplier may require the Customer to deliver up all Equipment in its possession and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Equipment is stored in order to recover them.

5. Supply of Services

5.1 The Supplier shall supply the Services to the Customer in accordance with the Service Specification, if any, in all material respects.

5.2 The Supplier shall use all reasonable endeavours to meet any performance dates for the Services specified in the Order Form, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.

5.3 The Supplier reserves the right to amend the Service Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.

5.4 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.

6. Customer’s obligations

6.1 The Customer shall:

  • ensure that the terms of the Order are complete and accurate;
  • co-operate with the Supplier in all matters relating to the Services;
  • provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Premises, office accommodation and other facilities as reasonably required by the Supplier to provide the Services;
  • provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
  • prepare the Premises for the installation of the Equipment and supply of the Services;
  • comply with all applicable laws, including health and safety laws; and
  • ensure that the Equipment has, at all times during the term of the Contract, the internet connectivity it requires in order to communicate with the Envisij Portal and, where mobile network signal at the Premises is unavailable, insufficient or unreliable, arrange and maintain a suitable WiFi or other fixed-line connection at the Customer’s own expense.

6.2 If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):

  • without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;
  • the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause 6.2; and
  • the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.

7. Charges and payment

7.1 The Price for Equipment:

  • shall be the price set out in the Order or, if no price is quoted, the price set out in the Supplier’s published price list as at the date of the order; and
  • shall be exclusive of all costs and charges of packaging, insurance, transport of the Equipment, which shall be invoiced to the Customer.

7.2 The Charges for Services shall be as set out in the Order Form, which charges shall be payable on the Commencement Date and annually on the anniversary of the Commencement Date, subject to clause 7.3.

7.3 The Supplier reserves the right to:

  • increase the charges for the Services on an annual basis with effect from each anniversary of the Commencement Date by the greater of (i) the percentage increase in the Consumer Prices Index in the preceding 12-month period or (ii) 4%, and, if the Consumer Prices Index ceases to be published or materially changes in composition, by reference to such comparable index as the Supplier reasonably selects and the first such increase shall take effect on the first anniversary of the Commencement Date and shall be based on the latest available figure for the percentage increase in the Retail Prices Index;
  • increase the price of the Equipment, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Equipment to the Supplier that is due to:
    • any factor beyond the control of the Supplier (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
    • any request by the Customer to change the delivery date(s), quantities or types of Equipment ordered; or
    • any delay caused by any instructions of the Customer in respect of the Equipment or failure of the Customer to give the Supplier adequate or accurate information or instructions in respect of the Equipment.
  • Invoice the Customer for support in excess of the Services Support Hours at the rate set out in the Order Form.

7.4 In respect of Equipment, the Supplier shall invoice the Customer on or at any time after completion of delivery.

7.5 In respect of Services, the Supplier shall invoice the Customer annually in advance.

7.6 The Customer shall pay each invoice submitted by the Supplier:

  • within 14 days of the date of the invoice; and
  • in full and in cleared funds to a bank account nominated in writing by the Supplier

and time for payment shall be of the essence of the Contract.

7.7 All sums due from the Customer to the Supplier under the Contract will be paid by direct debit to the account specified by the Supplier to the Customer at the time of completion of the Order Form. The Price for Equipment and the Charge for Services set out in the Order Form are calculated on the basis of payment by direct debit and include a discount of 10% in consideration of that payment method.

7.8 If the Customer cancels or fails to maintain the direct debit instruction and does not reinstate it within five Business Days of a written request from the Supplier to do so, the Supplier may withdraw the 10% direct debit discount by written notice to the Customer, and all sums falling due under the Contract after the date of that notice shall be payable at the undiscounted rate.

7.9 Clauses 7.7 and 7.8 do not apply where the Supplier has agreed an alternative payment method at the point of order and that method is recorded on the Order Form, in which case the Price for Equipment and the Charge for Services shall be those stated on the Order Form for that method.

7.10 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services or Equipment at the same time as payment is due for the supply of the Services or Equipment.

7.11 If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier’s remedies under clause 11, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause11 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%.

7.12 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

7.13 Any Equipment Credit is payable subject to, and conditional on the Customer’s continued satisfaction of, the conditions set out in the Order Form. If at any time the Customer ceases to meet any of those conditions, or a Customer Default occurs, the Customer shall reimburse the Supplier the full amount of the Equipment Credit immediately on written demand.

7.14 Where the Equipment Credit is linked to one or more energy supply contracts, the Customer shall not do or omit to do anything that results in cancellation charges or under-consumption fees becoming payable under the Supplier’s supply contract brokering terms and conditions, available at https://www.tritility.com/terms-of-service/ and as amended from time to time. Any such charges or fees becoming payable shall constitute a failure by the Customer to meet the conditions of the Equipment Credit for the purposes of clause 7.13.

8. Intellectual property rights

8.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by the Supplier.

8.2 The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify any materials provided by the Customer to the Supplier for the term of the Contract for the purpose of providing the Services to the Customer.

9. Confidentiality and non-solicitation

9.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 2.

9.2 Each party may disclose the other party’s confidential information:

  • to its employees, officers, representatives, contractors or subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 9; and
  • as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

9.3 No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract. This clause 9 does not apply to information which is or becomes generally available to the public other than through a breach of this clause, which was lawfully in the receiving party’s possession before disclosure, or which the receiving party develops independently without use of the other party’s confidential information. Subject to clause 14.3, the obligations in this clause 9 shall continue for five years from the date of termination or expiry of the Contract. In particular, the Supplier shall not use any confidential information of the Customer for the purpose of canvassing or soliciting, in competition with the Customer, the custom of any person who is a client or customer of the Customer at the date of termination of the Contract, during the period of 12 months following that date.

10. Limitation of liability

10.1 The restrictions on liability in this clause 10 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

10.2 Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate

10.3 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

  • death or personal injury caused by negligence;
  • fraud or fraudulent misrepresentation;
  • breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); and
  • any liability for which it would be unlawful for the party in question to exclude or limit.

10.4 Subject to clause 5, the Supplier’s total liability to the Customer shall not exceed the aggregate of (a) the Price for Equipment, less the amount of any Equipment Credit, and (b) the Charge for Services paid by the Customer in the 12-month period immediately preceding the event giving rise to the liability.

10.5 The Supplier shall have no liability for any loss, corruption, destruction, disclosure of or unauthorised access to data, or for any unavailability of the Equipment, the Envisij Portal or the Services, arising from or in connection with any cyber attack, hacking, phishing, ransomware, denial of service attack, malware, virus or other malicious code, unauthorised access to or interference with any system or network, or any act or omission of any third party, in each case except to the extent directly caused by the Supplier’s negligence or deliberate default. The Customer is responsible for maintaining its own backups of any data it requires and for the security of its own systems, networks, credentials and connectivity.

10.6 The following types of loss are wholly excluded:

  • Loss of data or consequential losses associated with the loss of data
  • Loss of connectivity or downtime or consequential losses associated with loss of connectivity or downtime.
  • loss of profits;
  • loss of sales or business;
  • loss of agreements or contracts;
  • loss of anticipated savings;
  • loss of use or corruption of software, data or information;
  • loss of or damage to goodwill; and
  • indirect or consequential

10.7 The Supplier has given commitments as to compliance of the Equipment and the Services with relevant specifications in the Contract. In view of these commitments, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the

10.8 This clause 10 shall survive termination of the Contract.

11. Termination

11.1 Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party notice in accordance with clause 2.2.

11.2 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

  • the other party commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within a reasonable time after receipt of notice in writing to do so;
  • the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
  • the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
  • the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.

11.3 Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for

11.4 Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services or further supply of Equipment under the Contract or any other contract between the Customer and the Supplier if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 2(b) to clause 11.2(d), or the Supplier reasonably believes that the Customer is about to become subject to any of them.

12. Consequences of termination

12.1 On termination of the Contract:

  • the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services and Equipment supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;
  • the Customer shall, at its own expense, return any of the Supplier’s materials or Equipment which have not been fully paid for and/or in respect of which title has not passed to the Customer. If the Customer fails to do so, then the Supplier may enter the Customer’s premises and take possession of Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract.
  • where the Supplier has terminated the Contract under clause 11.2 or clause 11.3, or the Contract has otherwise terminated as a result of any breach or default of the Customer, or the Customer has become subject to any of the events listed in clause 11.2(b) to clause 11.2(d), the Customer shall in addition pay to the Supplier an amount equal to the aggregate of the Charge for Services and all other sums that would have become payable under the Contract for the remainder of the Initial Services Term or, if the Contract is then \in a Renewal Period, the remainder of that Renewal Period, had the Contract not been terminated, together with the full amount of any Equipment Credit paid or allowed by the Supplier, which shall be repayable under this clause whether or not the conditions in clause 7.13 have otherwise been triggered. Those amounts shall constitute a debt due from the Customer to the Supplier which crystallises and falls due immediately on the earlier of termination and the occurrence of the relevant event in clause 11.2(b) to clause 11.2(d), whether or not the Supplier has by then terminated the Contract, so that the Supplier may claim them in full in any administration, liquidation, receivership, moratorium, composition or arrangement with creditors or other insolvency process of the Customer. All sums payable under this clause 12.1 shall become immediately due and payable notwithstanding that they would otherwise have fallen due on a later date, and shall be payable without any set-off, counterclaim, deduction or withholding save to the extent required by law. This clause does not apply where the Contract is terminated by the Customer under clause 11.2 in respect of a breach or default of the Supplier.

12.2 Termination or expiry of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or

12.3 Any provision of the Contract that expressly or by implication is intended to have effect after termination or expiry shall continue in full force and effect.

13. Force majeure

Neither party shall be in breach of the Contract nor liable for delay in performing or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control (a Force Majeure Event). In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for 90 days, or more, the party not affected may terminate the Contract by giving 7 days’ written notice to the affected party.

14. General

14.1 Assignment and other dealings

  • The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
  • The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of the Supplier.

14.2.  Notices.

  • Any notice given to a party under or in connection with the Contract shall be in writing and shall be:
    • delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
    • sent by email to the address specified in the Order Form.
  • Any notice shall be deemed to have been received:
    • if delivered by hand, at the time the notice is left at the proper address;
    • if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
    • if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours In this clause 14.2(b)(iii), business hours means 9.00am to 5.00pm Monday to Thursday, and 9.00am to 3.00pm on Friday, on a day that is not a public holiday in the place of receipt.
  • This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

14.3 Inadequacy of Damages. Without prejudice to any other rights or remedies that the parties may have, the parties acknowledge and agree that damages alone would not be an adequate remedy for any breach of clause 9 of this agreement. Accordingly, the parties shall be entitled to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the provisions of clause 9 of this agreement by the other party.

14.4 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision or part provision of the Contract is deemed deleted under this clause 14.4 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the commercial result of the original provision.

14.5 Waiver 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.

14.6 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other

14.7. Entire agreement.

  • 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.
  • 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 the Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misrepresentation based on any statement in the Contract.
  • Nothing in this clause shall limit or exclude any liability for fraud.

14.8. Third party rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

14.9 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives). The Supplier may amend these Conditions with effect from the start of any Renewal Period by giving the Customer not less than 90 days’ written notice before the end of the then-current term, and the Customer’s election not to terminate under clause 2.2 shall constitute acceptance of the amended Conditions.

14.10 Governing law. The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

14.11 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

14.12 Data protection and data use. Each party shall comply with its obligations under applicable data protection legislation in connection with the Contract. To the extent the Supplier processes personal data on behalf of the Customer in providing the Services, it shall do so only on the Customer’s documented instructions and shall implement appropriate technical and organisational measures to protect that data. The Customer grants the Supplier a perpetual, irrevocable, royalty-free licence to use data generated by or through the Equipment and the Envisij Portal, in anonymised and aggregated form which does not identify the Customer, for the purposes of operating, developing and improving the Supplier’s products and services.

 

 

Version 1.0 In Force 28 September 2026