Terms and Conditions of Sale, Installation, Service, Software and Cloud Monitoring

Application: These Conditions apply to all quotations, orders, sales, installations, maintenance agreements, software licences, cloud services and engineering services supplied by Britannia Monitoring Systems Limited (“BMS”).

1. Definitions and Interpretation

1.1 Definitions

In these Conditions, unless the context otherwise requires:

“Additional Works” means any work requested by the Buyer which falls outside the original quotation or Contract.

“Business Day” means any day other than a Saturday, Sunday or public holiday in England.

“Buyer” means the individual, company, partnership, public body or organisation purchasing Goods or Services from the Company.

“Cloud Services” means any hosted software, remote monitoring platform, dashboard, web portal, data storage service, mobile application, remote diagnostics platform or online service supplied by the Company, including Darca Connect.

“Company” means Britannia Monitoring Systems Limited (Company Number 07327852), trading as Britannia Monitoring Systems or “BMS”, including its successors and permitted assigns.

“Conditions” means these Terms and Conditions together with any schedules, appendices or documents expressly incorporated into the Contract.

“Contract” means the legally binding agreement between the Company and the Buyer comprising:

these Conditions;
the Company’s quotation;
any agreed specification;
any drawings or documentation expressly incorporated by reference; and
the Company’s written acceptance of the Buyer’s order.

“Equipment” means all Goods supplied by the Company including fixed gas detection systems, wireless telemetry systems, cryogenic monitoring equipment, portable gas detectors, sensors, ventilation, controllers, alarms, software, communication devices, calibration equipment, accessories and replacement parts.

“Goods” means all products, equipment, materials, components, software licences, consumables and other items supplied by the Company.

“Installation” includes installation, commissioning, programming, configuration, testing, validation and handover.

“Quotation” means any written quotation issued by the Company.

“Services” means all work undertaken by the Company including:

installation;
commissioning;
servicing;
maintenance;
calibration;
repair;
software support;
cloud monitoring;
consultancy;
inspections;
training;
emergency attendance.

“Software” means firmware, embedded software, cloud software, mobile applications, desktop software, databases, web portals and associated documentation.

“Writing” includes email, electronic communication and any other permanent written record.

1.2 Interpretation

Unless the context otherwise requires:

a) words importing the singular include the plural and vice versa;

b) references to legislation include amendments, re-enactments and replacements;

c) headings are included for convenience only and shall not affect interpretation;

d) references to one gender include all genders;

e) references to persons include companies, partnerships and other legal entities.

2. Basis of Contract

2.1

All quotations issued by the Company are invitations to treat and shall not constitute an offer capable of acceptance.

2.2

A Contract is formed when the Buyer accepts a quotation, issues a purchase order, provides written or email confirmation to proceed, signs the quotation, or otherwise instructs the Company to commence the Goods or Services.

2.3

These Conditions apply to every Contract and shall prevail over any purchasing conditions, framework agreement or standard terms submitted by the Buyer unless expressly accepted in writing by a Director of the Company.

2.4

Any variation to these Conditions shall only be effective where agreed in writing and signed by an authorised representative of the Company.

2.5

By accepting a quotation, issuing a purchase order, signing the quotation, providing written or email confirmation, or instructing the Company to commence the Goods or Services, the Buyer confirms that they have read, understood and agree to be bound by these Terms and Conditions, which shall form the entire agreement between the parties unless otherwise agreed in writing.

2.6

No employee, engineer or sales representative has authority to vary these Conditions or make representations regarding the Goods or Services unless confirmed in writing by a Director of the Company.

2.7

The Buyer shall remain responsible for verifying that the specifications, quantities and locations detailed within the quotation meet their operational, regulatory and risk assessment requirements.

2.8 Suitability of Goods

Unless the Company has been expressly engaged in writing to undertake a full design service and site-specific risk assessment, the Buyer remains solely responsible for determining that the Goods and Services are suitable for their intended purpose.

2.9 Risk Assessments

The Buyer shall ensure that all risk assessments required by applicable legislation have been completed prior to installation and shall provide relevant information to the Company where necessary.

2.10 Monitoring Systems

The Buyer acknowledges that all gas detection systems, telemetry systems and alarm systems:

reduce operational risk;
provide warning of hazardous conditions;

but cannot eliminate risk. The Buyer remains responsible for:

compliance with all legislation;
emergency planning;
evacuation procedures;
ventilation design;
staff training;
safe systems of work.
ongoing inspection, testing and maintenance of the system.

2.11 Sensor Locations

Unless expressly agreed otherwise in writing, or a site survey performed, sensor locations are determined using information provided by the Buyer and recognised industry guidance. Final responsibility for ensuring the suitability of sensor locations remains with the Buyer. Where the Buyer requests the relocation, omission or addition of sensors against the Company’s recommendation, the Company shall not be liable for any resulting reduction in system effectiveness.

2.12 Compliance

Nothing in these Conditions shall be interpreted as transferring the Buyer’s statutory health and safety duties to the Company. Any recommendations provided by the Company regarding sensor quantities, sensor locations, alarm settings, ventilation systems, maintenance intervals or servicing are based solely on the information made available at the time of quotation or site visit. The Buyer remains responsible for verifying that such recommendations are suitable for their specific processes, hazards and statutory obligations.

3. Quotations, Orders and Specifications

3.1 Validity of Quotations

Unless otherwise stated, quotations remain valid for 30 calendar days from the date of issue. The Company reserves the right to withdraw or amend a quotation at any time before acceptance.

3.2 Prices

Prices are based upon costs prevailing on the quotation date. The Company reserves the right to revise prices before delivery where increases occur due to:

supplier price increases;
exchange rate fluctuations;
freight costs;
import duties;
taxation changes;
shortages of materials;
labour cost increases;
regulatory changes;
changes requested by the Buyer.

3.3 Acceptance of Orders

Orders shall only become binding upon written acceptance by the Company. Acceptance may be by:

order acknowledgement;
email;
commencement of work;
dispatch of Goods.

3.4 Buyer’s Responsibilities

The Buyer shall ensure all information supplied to the Company is accurate, including:

specifications;
quantities;
drawings;
room layouts;
gas types;
operating conditions;
network requirements;
electrical supplies;
access arrangements;
installation constraints.

The Company shall not be liable for additional costs arising from inaccurate or incomplete information supplied by the Buyer.

3.5 Variations

Any variation requested after acceptance of the order shall be subject to:

revised pricing;
revised delivery dates;
revised installation dates.

No variation shall be binding unless confirmed in writing by the Company.

3.6 Bespoke Equipment

Equipment manufactured or configured specifically for the Buyer may not be cancelled once manufacture or configuration has commenced. The Buyer shall remain liable for all costs incurred by the Company, including design, procurement, manufacture, software development and supplier cancellation charges.

3.7 Intellectual Property Indemnity

Where the Company manufactures or modifies Goods to the Buyer’s design or specification, the Buyer shall indemnify the Company against all claims arising from infringement of patents, copyright, design rights, trademarks or other intellectual property rights.

3.8 Design Improvements

The Company reserves the right to make improvements or modifications to Goods where these do not materially reduce functionality or performance and are required due to manufacturing improvements, component availability or regulatory changes.

4. Prices

4.1 Quoted Prices

Unless expressly stated otherwise in writing, all quotations issued by the Company:

are exclusive of VAT;
are quoted in Pounds Sterling (GBP);
exclude any taxes, duties or levies introduced after the quotation date;
exclude any work not specifically detailed within the quotation.

4.2 Price Adjustments

The Company reserves the right to revise the Contract price before delivery or completion where increases arise due to:

supplier price increases;
increases in labour costs;
exchange rate fluctuations;
import duties or tariffs;
freight charges;
shortages of raw materials or electronic components;
changes in legislation;
changes requested by the Buyer;
delays caused by the Buyer.

Where practical, the Company shall notify the Buyer before applying any price adjustment.

4.3 Variations

Any additional work requested after acceptance of the Contract shall be treated as a variation. Variations may include:

additional sensors;
additional wiring;
containment;
software programming;
commissioning;
network configuration;
engineering redesign;
additional documentation;
customer training;
remedial works.

No variation shall be undertaken without agreement on price or applicable charging rates unless emergency circumstances require immediate action to protect life, property or equipment.

4.4 Daywork

Where additional work cannot reasonably be quoted in advance, it shall be charged at the Company’s prevailing daywork rates together with:

travelling time;
mileage;
accommodation;
materials;
specialist equipment;
subcontractor costs.

4.5 Expenses

Unless expressly included within the quotation, the Buyer shall reimburse reasonable expenses incurred during the Contract including:

parking;
tolls;
accommodation;
overnight subsistence;
courier charges;
specialist lifting equipment;
access equipment.

5. Payment Terms

5.1 Payment Due Date

Invoices shall be payable in accordance with the payment terms stated within the quotation or invoice. Time for payment shall be of the essence.

5.2 No Set-Off

The Buyer shall pay all invoices in full without deduction, withholding or set off unless required by law or agreed in writing by the Company.

5.3 Late Payment

Where payment is overdue, the Company may charge:

statutory interest under the Late Payment of Commercial Debts (Interest) Act

1998; or

where agreed within the quotation, contractual interest of 2% per calendar month above the outstanding balance,

together with all reasonable debt recovery costs, legal fees and collection costs.

5.4 Suspension of Services

Without prejudice to any other rights, the Company may immediately suspend:

deliveries;
installation;
commissioning;
servicing;
maintenance;
software licences;
cloud monitoring;
remote diagnostics;
SIM services;
technical support;
warranty claims;

or any other service, until all outstanding invoices have been paid in full.

5.5 Allocation of Payments

The Company reserves the right to allocate payments received against any outstanding invoice or debt owed by the Buyer.

5.6 Ownership of Documentation

Until all invoices relating to the relevant Contract have been paid in full, the Company may withhold:

calibration certificates;
commissioning certificates;
service reports;
validation reports;
software licence keys;
user manuals;
compliance certificates;
as-installed drawings;
commissioning documentation.

The release of any documentation prior to payment shall not constitute a waiver of the Company’s right to payment.

5.7 Software Suspension

Where Software or Cloud Services form part of the Contract, the Company reserves the right to suspend user access where invoices remain unpaid beyond agreed payment terms. The Buyer acknowledges that suspension of Software or Cloud Services shall not relieve the Buyer of its obligation to pay outstanding invoices.

6. Retention of Title

6.1 Ownership

Ownership of all Goods supplied by the Company shall remain with the Company until:

all invoices relating to the Goods;
all invoices relating to Services;
all accrued interest;
all other monies due from the Buyer,

have been paid in full.

6.2 Risk

Risk in the Goods shall pass to the Buyer upon:

delivery to site;
collection by the Buyer;
completion of installation;

whichever occurs first.

6.3 Storage

Until ownership passes, the Buyer shall:

keep the Goods insured for their full replacement value;
clearly identify the Goods as Company property;
store the Goods separately where reasonably practicable;
take reasonable care of the Goods;
not remove or obscure serial numbers or identification labels.

6.4 Recovery

Where ownership has not transferred, the Company may, upon giving reasonable notice and where legally permitted, enter the Buyer’s premises to inspect or recover the Goods. Recovery of Goods shall not affect the Company’s right to recover any outstanding debt.

6.5 Fixed Equipment

Where Goods have been incorporated into or attached to other equipment, the Company may recover them where this can reasonably be achieved without causing disproportionate damage to the Buyer’s property and where permitted by law.

7. Delivery

7.1 Delivery Dates

Delivery and installation dates are estimates only. Unless expressly agreed otherwise in writing, time shall not be of the essence.

7.2 Delays

The Company shall not be liable for delay arising from:

supplier shortages;
customs delays;
transport disruption;
labour shortages;
severe weather;
site access issues;
force majeure events;
delays caused by the Buyer.

7.3 Partial Deliveries

The Company may deliver Goods in instalments where this is commercially reasonable. Each delivery shall constitute a separate part of the Contract and payment shall become due in accordance with the relevant invoice.

7.4 Delivery Shortages

The Buyer shall inspect all Goods immediately upon delivery. Any claim relating to:

shortages;
missing items;
incorrect quantities;
transit damage;
non-delivery of packages;

must be notified in writing within three (3) Working Days of delivery. Failure to notify the Company within this period shall be deemed acceptance of the delivery, except where the Buyer can demonstrate that the issue could not reasonably have been identified within that timeframe.

7.5 Storage Charges

Where the Buyer requests delayed delivery or fails to accept delivery on the agreed date, the Company may:

store the Goods;
insure the Goods;
postpone installation;

and recover all associated storage, insurance and handling costs from the Buyer.

7.6 Packaging

Unless specifically agreed otherwise, packaging shall not be returnable. Special packaging requested by the Buyer shall be chargeable.

8. Installation, Commissioning and Site Requirements

8.1 Site Readiness

Before engineers attend site, the Buyer shall ensure that:

all work areas are safe and accessible;
all permits to work have been issued where required;
electrical supplies are available;
internet/network connections are available where required;
lifting equipment has been arranged where necessary;
containment and builders’ works have been completed unless included within the quotation;
access equipment is available where required;
any asbestos surveys required by law have been completed;
all relevant Health & Safety information has been provided to the Company.

8.2 Unsafe Conditions

The Company’s engineers may immediately suspend work where, in their reasonable opinion:

site conditions are unsafe;
Health & Safety legislation would be breached;
appropriate permits are unavailable;
suitable access equipment is unavailable;
electrical isolation cannot be confirmed;
the Buyer instructs engineers to work in an unsafe manner.

Any resulting delay or return visit shall be chargeable.

8.3 Access Delays

Where engineers are prevented from carrying out work because of delays caused by the Buyer, the Company reserves the right to charge for:

engineering time;
travelling time;
accommodation;
mileage;
subcontractor costs;
plant hire;
specialist equipment hire.

8.4 Variations During Installation

Where additional works become necessary during installation due to circumstances outside the Company’s control, the Company shall notify the Buyer as soon as reasonably practicable. Such works shall be treated as a Contract variation.

8.5 Existing Installations

Unless expressly agreed otherwise, the Company shall not be responsible for:

pre-existing wiring faults;
damaged containment;
defective electrical supplies;
customer network faults;
existing alarm faults;
third-party equipment failures.

Any remedial work shall be separately chargeable.

9. Commissioning

9.1 Commissioning

Commissioning shall consist only of the activities detailed within the quotation. Unless specifically included, commissioning shall not include:

customer process validation;
building management system programming;
third-party equipment configuration;
network administration;
IT support;
validation documentation.

9.2 Handover

Following completion of commissioning the Company shall provide, where applicable:

functional testing;
alarm verification;
user instruction;
commissioning documentation;
calibration certificates (subject to Clause 5.6);
operating guidance.

9.3 Acceptance

The Buyer shall be deemed to have accepted the Installation where:

the system has been commissioned;
practical completion has been achieved;
the Buyer begins using the Equipment; or
no written defects are notified within seven (7) Working Days.

9.4 Training

Any operator training included within the quotation shall be limited to the duration stated. Additional training requested after handover shall be chargeable.

10. Calibration

10.1 Purpose of Calibration

Calibration confirms that Equipment performs within specified tolerances at the time of testing only. Calibration shall not be interpreted as guaranteeing future performance.

Calibration Validity

Calibration carried out by Britannia Monitoring Systems Ltd confirms that the equipment met the required performance and accuracy specifications at the date and time of testing only. The calibration certificate is evidence of the equipment’s condition at the time of calibration and does not guarantee continued accuracy or compliance thereafter. Factors including, but not limited to, normal sensor ageing, environmental conditions, contamination, misuse, damage, alterations, or changes in operating conditions may affect the performance of the equipment after calibration. It is the Customer’s responsibility to ensure the equipment remains suitable for use between calibration intervals and to arrange recalibration at the recommended intervals.

10.2 Responsibility

The Buyer remains responsible for ensuring that Equipment is recalibrated at appropriate intervals. Failure to maintain calibration intervals may:

invalidate warranty;
reduce equipment accuracy;
affect alarm performance.

10.3 Environmental Effects

Calibration may be affected by:

contamination;
excessive humidity;
chemical exposure;
vibration;
impact damage;
transportation;
sensor ageing;
environmental changes.

The Company accepts no responsibility where Equipment subsequently drifts outside calibration tolerances due to these factors.

10.4 Routine testing

Britannia Monitoring Systems Ltd strongly recommends that all fixed gas detection systems are function checked by the Customer at least once every month using an appropriate certified calibration gas (“bump test” or functional test). These routine checks are intended to confirm that the sensor responds correctly to the target gas and that audible, visual, and any associated control outputs operate as intended. These checks do not constitute a calibration and do not replace the requirement for periodic calibration and servicing by a competent person. Failure to carry out routine user checks may result in undetected sensor failure or performance deterioration. Britannia Monitoring Systems Ltd shall not be liable for any loss, damage, or injury arising from the Customer’s failure to perform the recommended routine checks or to maintain the equipment in accordance with recommendations.

10.4 Calibration Gas

Unless specifically included within the quotation:

calibration gas;
specialist regulators;
disposable cylinders;
flow adapters;

shall be chargeable.

10.5 Sensor Replacement

Gas sensors are consumable items. Expected service life depends upon:

operating environment;
gas exposure;
humidity;
contamination;
operating temperature;
manufacturer recommendations.

Sensor replacement is not included within calibration unless specifically stated.

10.6 Certificates

Calibration certificates may be:

electronic;
digitally signed;
issued through online portals.

The Company reserves the right to withhold certificates until all related invoices have been paid.

11. Service and Maintenance Contracts

11.1 Scope

Service Contracts include only those activities expressly detailed within the quotation. Unless specifically included, Service Contracts exclude:

replacement parts;
batteries;
sensors;
test gas;
consumables;
software upgrades;
customer damage;
vandalism;
accidental damage;
flood damage;
fire damage.

11.2 Planned Visits

Where multiple visits are included, or dates arranged for calibration services, visits may take place up to four (4) weeks before or four (4) weeks after the scheduled date. The Buyer acknowledges that engineer availability and operational requirements may affect attendance dates.

11.3 Customer Cancellations

Where a planned maintenance visit is cancelled by the Buyer with less than seven (7) Working Days’ notice, the Company reserves the right to charge the full value of the planned visit.

11.4 Equipment Availability

The Buyer shall ensure that all Equipment is available for servicing. Where Equipment cannot be accessed due to production requirements or other restrictions, the Company may charge for any additional attendance required.

11.5 Repairs

Where defects are identified during servicing, the Company shall provide a quotation unless immediate repairs are authorised by the Buyer.

11.6 Emergency Callouts

Unless included within a Service Contract, emergency attendance shall be charged at the Company’s prevailing call-out rates.

11.7 Remote Support

Where remote diagnostics are available, the Company may attempt to diagnose faults remotely before attending site. Remote diagnosis does not guarantee that a site visit will not be required.

11.8 Multi-Year Contracts

Where a multi-year service contract has been purchased, BMS reserves the right to review and adjust the annual contract price prior to the commencement of each subsequent contract year to reflect increases in inflation, supplier costs, labour costs or other significant operating expenses. The Customer will be notified in writing of any revised pricing no less than 30 days before the start of the next contract year. If the Customer does not accept the revised pricing, they may terminate the contract by providing written notice before the commencement of the next contract year. The revised pricing shall not apply until the beginning of the following contract year. The Company shall notify the Buyer of any revised pricing before the commencement of the next contract year.

11.9 Cancellation by the Customer

Where a single-year service contract is cancelled by the Customer before the agreed expiry date, BMS reserves the right to charge a cancellation fee of up to 90% of the remaining contract value, considering any services already provided and costs incurred. Where a multi-year service contract is cancelled during the agreed contract term, BMS reserves the right to invoice the Customer for up to 90% of the remaining value of the unexpired contract term, reflecting the loss of anticipated revenue, resource allocation and administrative costs associated with the early termination.

11.10 Suspension

The Company may suspend Service Contracts where invoices remain unpaid beyond agreed payment terms. Suspension shall not relieve the Buyer of liability for outstanding charges.

11.11 Failure to Maintain Payment

If a service contract is suspended or cancelled due to non-payment, BMS shall have no obligation to provide servicing, maintenance, emergency callouts, software support, cloud services, calibration, certification or technical assistance until all outstanding amounts have been paid in full. Any reinstatement of the service contract shall be at the sole discretion of BMS and may be subject to an administration or reactivation charge.

12. Software, Cloud Services and Wireless Telemetry

12.1 Software Licence

Unless otherwise agreed in writing, all Software supplied by the Company is licensed and not sold. The Buyer is granted a non-exclusive, non-transferable and revocable licence to use the Software solely in connection with the Goods supplied by the Company.

12.2 Licence Restrictions

The Buyer shall not, without the Company’s prior written consent:

copy the Software;
reverse engineer;
decompile;
disassemble;
modify;
create derivative works;
redistribute;
sub-license;
lease;
rent;
sell;
transfer the Software.

12.3 Ownership

All intellectual property rights relating to:

Software;
firmware;
source code;
cloud platforms;
mobile applications;
databases;
engineering documentation;

remain vested in the Company or its licensors. Nothing within the Contract transfers ownership to the Buyer.

12.4 Software Updates

The Company may provide software updates, firmware upgrades and security patches. The Buyer acknowledges that updates may:

improve functionality;
improve cybersecurity;
resolve faults;
alter user interfaces;
remove obsolete features.

The Company shall not be liable where the Buyer refuses to install critical updates.

12.5 Compatibility

The Buyer is responsible for ensuring that customer-owned:

computers;
tablets;
smartphones;
operating systems;
browsers;
networks;

remain compatible with the Company’s Software unless expressly included within a support agreement.

12.6 Unsupported Equipment

The Company reserves the right to withdraw support for obsolete Software or hardware where manufacturer support has ended. Reasonable notice shall be provided where practical.

13. Cloud Services

13.1 Availability

The Company shall use reasonable endeavours to provide continuous access to Cloud Services. However, uninterrupted availability cannot be guaranteed.

13.2 Third-Party Providers

Cloud Services rely upon third-party providers including:

internet service providers;
telecommunications companies;
mobile networks;
cloud hosting providers;
data centres;
email providers.

The Company shall not be liable for failures caused by such providers.

13.3 Planned Maintenance

Cloud Services may be temporarily unavailable during:

software upgrades;
security updates;
server maintenance;
infrastructure improvements.

Where reasonably practicable, notice shall be provided.

13.4 Suspension

The Company may suspend Cloud Services immediately where:

invoices remain unpaid;
security concerns exist;
unlawful use is suspected;
continued operation presents unacceptable risk.

13.5 Data Storage

The Buyer remains responsible for exporting or downloading any data required for its own records.

13.6 Alarm Notifications

Alarm notifications delivered via:

SMS;
email;
telephone;
push notification;
web portal;

are provided on a reasonable endeavour’s basis only. Delivery depends upon third-party networks outside the Company’s control.

14. Wireless Telemetry

14.1 Radio Communications

Wireless telemetry systems rely upon radio communications. Signal strength may be affected by:

building construction;
reinforced concrete;
metal structures;
plant equipment;
electrical interference;
environmental conditions.

14.2 Customer Responsibilities

The Buyer shall notify the Company before altering:

building layouts;
equipment locations;
server infrastructure;
wireless networks;
communication cabinets.

Such changes may affect system performance.

14.3 Repeaters & Signal Boosters

Where repeaters or boosters are recommended by the Company, removal or relocation by the Buyer may reduce system performance. The Company accepts no liability for issues arising after unauthorised alterations.

14.4 Power Failures

Wireless devices relying upon batteries or mains supplies shall require routine maintenance.

15. Cyber Security

15.1 Password Security

The Buyer shall maintain secure passwords for all Company systems. Passwords shall not be shared with unauthorised persons.

15.2 Security Updates

The Buyer shall install operating system security updates on customer-owned equipment used to access Company Software.

15.3 Malware

The Company accepts no liability for malware or cyber incidents arising from:

infected customer equipment;
compromised passwords;
inadequate network security;
unauthorised access.

15.4 Reporting

The Buyer shall notify the Company immediately upon becoming aware of any suspected cyber security incident affecting Company systems.

16. Intellectual Property

16.1 Ownership

All intellectual property created or supplied by the Company remains its exclusive property. This includes:

drawings;
software;
firmware;
PCB layouts;
wiring diagrams;
calculations;
CAD files;
technical documentation;
calibration procedures;
operating manuals;
product names;
logos;
trademarks.

16.2 Quotations

All quotations and engineering proposals remain confidential and shall not be copied or disclosed to third parties without the Company’s written consent.

16.3 Bespoke Developments

Where bespoke software or hardware is developed for the Buyer, ownership shall remain with the Company unless expressly agreed otherwise in writing.

17. Confidentiality

17.1 Confidential Information

Each party shall treat as confidential all commercial, financial and technical information received from the other.

17.2 Non-Disclosure

The Buyer shall not disclose:

pricing;
quotations;
software;
passwords;
drawings;
technical documentation;
engineering reports;
programming;

without prior written consent.

17.3 Exceptions

Confidentiality shall not apply where disclosure:

is required by law;
is required by a court;
concerns information already in the public domain.

17.4 Survival

These obligations continue for five (5) years after termination of the Contract.

18. Data Protection

18.1 Compliance

The Company shall process personal data in accordance with:

UK GDPR;
Data Protection Act 2018;
all applicable UK data protection legislation.

18.2 Customer Responsibilities

Where the Buyer uploads personal data to Company Software or Cloud Services, the Buyer warrants that it has a lawful basis for doing so.

18.3 Security

The Company shall implement reasonable technical and organisational measures to protect personal data against unauthorised access, accidental loss or destruction.

18.4 Privacy Policy

Further information regarding data processing is available within the Company’s Privacy Policy, which forms part of these Conditions where applicable.

18.5 Data Breaches

Where the Company becomes aware of a personal data breach affecting Company- controlled systems, it shall act in accordance with its legal obligations under UK data protection legislation.

19. Warranties

19.1 Standard Warranty

Subject to these Conditions, the Company warrants that:

Goods supplied by the Company shall substantially conform to their specification at the date of delivery;
Installation and Services shall be carried out using reasonable skill and care;
Commissioning shall be undertaken in accordance with recognised industry practice.

Unless otherwise stated within the quotation, the Company’s workmanship warranty shall be twelve (12) months from Practical Completion.

19.2 Manufacturer’s Warranty

Goods manufactured by third parties remain subject to the warranty offered by the original manufacturer. The Company shall use reasonable endeavours to assist the Buyer in obtaining the benefit of any applicable manufacturer’s warranty but accepts no liability for decisions made by the manufacturer.

19.3 Warranty Exclusions

The warranty shall not apply where defects arise from:

misuse;
accidental damage;
negligence;
abuse;
flooding;
fire;
corrosion;
chemical contamination;
incorrect storage;
transportation by others;
environmental conditions outside design specification;
unauthorised repairs;
modification by third parties;
failure to follow operating instructions;
failure to maintain the Equipment;
fair wear and tear.

19.4 Consumables

The warranty specifically excludes consumable items including but not limited to:

filters;
sensors reaching the end of their expected service life;
calibration gas;
tubing;
fuses;

19.5 Software

The Company does not warrant that Software or Cloud Services shall operate without interruption or be completely free from defects. The Company shall use reasonable endeavours to correct material software faults reported during the applicable support period.

19.6 Customer Modifications

The warranty shall immediately cease where:

Software has been modified;
Equipment has been altered;
sensors have been relocated;
wiring has been altered;
unauthorised repairs have been carried out;

without the Company’s prior written approval.

20. Limitation of Liability

20.1 Non-Excludable Liability

Nothing in these Conditions excludes or limits liability for:

death or personal injury caused by negligence;
fraud or fraudulent misrepresentation;
any liability that cannot lawfully be excluded.

20.2 Financial Cap

Subject to Clause 20.1, the Company’s total aggregate liability arising under any Contract shall not exceed the total amount paid by the Buyer under the relevant Contract.

20.3 Excluded Losses

To the fullest extent permitted by law, the Company shall not be liable for:

loss of profit;
loss of revenue;
loss of business;
loss of anticipated savings;
loss of contracts;
loss of production;
business interruption;
reputational damage;
goodwill;
consequential loss;
indirect loss.

20.4 Laboratory & Medical Facilities

Where Equipment is installed within:

laboratories;
IVF facilities;
hospitals;
pharmaceutical facilities;
universities;
cryogenic storage facilities;

and all other areas, the Buyer remains responsible for implementing suitable contingency procedures. The Company accepts no liability for losses arising from:

sample loss;
embryo loss;
biological material loss;
research interruption;
product spoilage;
cryogenic vessel failure not caused by the Company’s negligence.

20.5 Alarm Systems

The Buyer acknowledges that alarm systems reduce risk but cannot eliminate it. No alarm system should be relied upon as the sole means of protection.

20.6 Insurance

The Buyer shall maintain adequate insurance appropriate to:

premises;
stored materials;
cryogenic vessels;
laboratory samples;
business interruption;
public liability;
employer’s liability.

21. Indemnity

The Buyer shall indemnify and keep indemnified the Company against all losses, claims, damages, liabilities and expenses arising from:

misuse of the Equipment;
alteration by third parties;
failure to maintain Equipment;
incorrect information supplied by the Buyer;
infringement of intellectual property arising from Buyer specifications;
breach of these Conditions by the Buyer.

22. Force Majeure

Neither party shall be liable for delay or failure to perform its obligations where caused by events beyond its reasonable control. Such events include:

Acts of God;
pandemics;
epidemics;
cyber attacks;
ransomware;
internet outages;
cloud outages;
telecommunications failures;
supplier shortages;
semiconductor shortages;
transportation disruption;
industrial action;
war;
terrorism;
government action;
utility failures;
extreme weather.

Where such circumstances continue for more than 90 consecutive days, either party may terminate the affected Contract by written notice.

23. Termination

23.1 Company Rights

The Company may immediately terminate or suspend the Contract where the Buyer:

fails to pay invoices;
becomes insolvent;
enters administration;
enters liquidation;
ceases trading;
commits a material breach;
repeatedly breaches these Conditions.

23.2 Effect of Termination

Termination shall not affect:

accrued rights;
unpaid invoices;
ownership of intellectual property;
confidentiality obligations;
limitation of liability clauses.

23.3 Return of Property

Upon termination, the Buyer shall return all Company-owned:

Software;
licence keys;
documentation;
loan equipment;
demonstration equipment.

24. General Provisions

24.1 Entire Agreement

These Conditions, together with the quotation and any agreed specification, constitute the entire agreement between the parties.

24.2 Severability

If any provision is held unenforceable, the remaining provisions shall continue in force.

24.3 Waiver

Failure by either party to enforce any provision shall not constitute a waiver of future enforcement.

24.4 Assignment

The Buyer may not assign the Contract without the Company’s prior written consent. The Company may subcontract or assign the Contract where appropriate.

24.5 Notices

Notices shall be served by:

email;
recorded delivery;
courier;
personal delivery.

Email shall be deemed received on the next Business Day unless an automated failure notice is received.

24.6 Third Party Rights

No person who is not a party to the Contract shall have any right to enforce any provision under the Contracts (Rights of Third Parties) Act 1999 unless expressly stated.

24.7 Governing Law

These Terms shall be governed by the laws of England and Wales. The parties submit to the exclusive jurisdiction of the Courts of England and Wales.