Purrmetrix Ltd Terms and Conditions of Sale and Use
These terms and conditions were last updated in July 2016.
Purrmetrix Ltd supplies internet connected sensors and associated hardware, software, online services and applications required to collect sensor data, transmit it to servers on the internet or elsewhere, to provide analysis and interfaces related to this data, and present it to customers.
The Customer wishes to purchase and use these products and services to provide actionable insights into their physical environments.
The parties agree that the following terms and conditions shall apply to the provision and use of these products and services, and no conflicting terms in any customer purchase order or any other Customer document shall take precedence, unless specifically agreed in writing by the Supplier.
Attention is drawn to the important limitations outlined in 5.12 – whilst the service will usually provide real-time or near-real-time information concerning physical environments, it is not designed to operate in life-threatening or mission-critical environments or those requiring highly reliable real-time monitoring, and no reliance should be placed on it in these scenarios.
In this Agreement, the following expressions shall have the following meanings, unless inconsistent with the context or otherwise stated:
“Agreement”: These terms and conditions and any additional terms agreed between the Customer and the Supplier.
“Authorised User”: Any individual Customer, or any employee, temporary staff agent or contractor of the Customer that accesses the Service with the permission of the Customer.
“Charges”: Any charges payable under this Agreement.
“Customer”: The purchaser of the Hardware or Services.
“Effective Date”: The date from which the supplier agrees to provide goods or services.
“Group Company”: means (in relation to each party) any subsidiary, group or parent company from time to time of a party (as such words are defined in the Companies Act 2006).
“Hardware”: Physical products supplied by the Supplier to support the Service.
“Intellectual Property Rights”: Any and all patents, trademarks, service marks, copyright, moral rights, rights in design, know‑how, confidential information and all or any other intellectual or industrial property rights whether or not registered or capable of registration, any accrued rights and whether subsisting in the United Kingdom or any other part of the world together with all or any goodwill relating thereto.
“Purpose”: The Purpose of the Purrmetrix Service is to help the Customer understand their own physical environment and its users, and gain actionable insights into that environment.
“Related Software”: Any proprietary software provided by the supplier embedded in the Hardware or used as part of the Service.
“Supplier”: Purrmetrix Ltd, a company registered in England and Wales, company number 09108615 or any related Group Company.
“Service”: Means any systems and applications provided by the Supplier to collect, analyse, process and present data to customers, including cloud based internet services, websites and mobile applications.
“Use Period”: Means the period from the Effective Date until the end of the Service.
- Sales and Ordering
- Shipping and delivery: prices are exclusive of shipping and delivery charges. We try to ship goods within 1-2 working days of receiving orders unless there is an order backlog in which case we will provide you with an alternative delivery date within 2 working days of receiving orders.
- Whilst we will use reasonable endeavors to deliver Hardware and the Service by the date promised, we cannot be held liable if delivery is made late for any reason. This does not affect your right to cancellation under clause 6.
- VAT and Sales Taxes: Prices quoted are subject to any applicable VAT or sales taxes payable by the Customer at the prevailing rate.
- Installation: we can provide a survey and installation service, contact us for details. We are not liable for any injuries or damage caused during installation.
- Right of cancellation: we are happy to accept cancellation of an initial order within 30 days of the original purchase. Please return Hardware to us and we will credit the original card or account that was used to purchase the system and cancel your web account. Please keep proof of posting in case deliveries do not arrive.
- Cancellation of ongoing Service: Unless subject to separate agreement governing minimum contract periods and cancellation terms, ongoing Service can be cancelled at any time by emailing email@example.com. We will refund a proportion of fees paid for Service based on how far through the Use Period the Customer is at the point of cancellation.
- Payment terms: All invoices, where not paid in advance, must be paid within 30 days of the invoice date, via bank transfer, to the bank account detailed on the invoice.
- The Hardware and related Software
- Hardware may be purchased outright or leased as part of a lease agreement covering both Hardware and Services. If purchasing hardware outright, ownership will only pass to the customer after payment has been made in full.
- Hardware guarantee: Purrmetrix Hardware is guaranteed free from defects for a period of one year after purchase, during which time if it fails we will replace or refund it, at our discretion free of charge.
- An exclusive right is given to the Customer to use the Software embedded with Hardware provided it is only used in conjunction with Purrmetrix Hardware and the Service and in accordance with these terms and conditions.
- Purrmetrix may carry out ‘over the air’ or other upgrades to Software embedded in Hardware to improve functionality or help manage the Service.
- The Hardware may rely on provision of an adequate connection to the internet, and availability of a DHCP server to operate correctly. The customer will be responsible for ensuring this is available.
- The Service and related Software
- The Service is only available to Authorised Users, who must agree to the terms of this Agreement. The extent of the Service features that a particular Authorised User can use will depend on the elements of the Service agreed to or purchased at the time of sale.
- Customers must take all reasonable steps to ensure only Authorised Users can access the Service, and Authorised Users must take reasonable steps to ensure any login credentials are secure, and are not disclosed to third parties.
- Authorised Users may only use the Service for its intended Purpose and directly related uses. They must not use the service for any unlawful purpose, or undertake any activities that pose a threat to the Supplier’s networks or systems or to third party networks.
- The Supplier shall use reasonable endeavours to maintain twenty-four hour online presence for the Service but cannot guarantee continuous, uninterrupted use, and does not offer any specific uptime guarantee for the Service. There may be times when the Supplier is required to interrupt the provision of the Service in order to carry out routine maintenance, repairs, reconfigurations or upgrades or in circumstances beyond the Supplier’s control. The Supplier shall notify the Customer in advance of any planned interruptions.
- The Supplier may suspend the Service without notice and without any liability to the Customer if:
- the Service is being used in breach of this Agreement (including without limitation failure to pay any Charges);
- there is a breach of security in respect of which the Supplier reasonably believes that the suspension of the Service is necessary to protect the Customer’s or the Supplier’s network or a third party network; or
- if required by law or regulation or as compelled by a law enforcement or government agency or other relevant regulatory agency.
- In the event the Service is suspended due to an act or omission of the Customer the Supplier reserves the right to charge the Customer a reconnection fee prior to resuming provision of the Service. Suspension shall not relieve the Customer of its obligation to pay any Charges due.
- Charges for the Service or any part of it may be varied by the Supplier by giving reasonable notice to the Customer.
- The Supplier may terminate any part of the Service by giving customers reasonable notice. In the event of a complete and permanent cessation of Service by the Supplier, the Supplier will make available to customers all source code and software necessary to enable them to implement the main elements of the service themselves, under an exclusive license, that will provide those limited rights strictly necessary to implement, use and maintain the Service.
- The Customer accepts that the Supplier is not responsible for the acts or omissions of any third party suppliers, including but not limited to telecommunications and internet service providers and/or the Customer’s own third party suppliers.
- The Customer will not license, sell, resell, rent, lease, transfer, distribute, host or otherwise commercially exploit the Service except where specifically agreed in writing.
- The Customer must not access the Service in order to build a similar or competitive service, or to assist others to do the same.
- The Customer recognises that Whilst the service will usually provide real-time or near-real-time information concerning physical environments, it does not include a constantly monitored service and is not designed to indicate emergencies or operate in life-threatening or mission-critical environments OR THOSE requiring highly reliable real-time monitoring, and no reliance should be placed on it in these OR SIMILAR scenarios.
- Intellectual Property
- The Hardware and Software contains proprietary and confidential Intellectual Property Rights belonging to the Supplier. They may only be used in accordance with any supplied operating instructions, and may not be reverse engineered, disassembled, decompiled or used in any other way with the intention of identifying, publicising or otherwise exploiting Purrmetrix Intellectual Property Rights.
- The Customer may only access the Hardware and Service through published interfaces or applications provided by the Supplier
- Except as expressly stated herein, no part of the Hardware or Service and its documentation may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means.
- Open Source: Certain parts of the Software may rely on open-source software. These elements are licensed under the terms of the licence that accompanies such open-source Software. Nothing in these Terms restricts your rights under these open-source licences.
- Copyright in any data or images uploaded or provided to the Service by the Customer remains with their original owners, and Customers warrant that they have the right to use any such data or images with the Service.
- Privacy and Data Protection
- The Supplier will handle all Customer data and personal information in accordance with data protection legislation in force in the territories the Supplier operates in.
- All data relating to the Service is currently hosted in the United Kingdom.
- The Supplier may use information about the Customer to help run and improve their account and identify future Service offerings that may be of interest to the Customer. This includes information you have given us in creating your account, sensor data and also analytic data about how you use the site.
- We may use sensor data information from your account to create anonymized statistics, test computer systems, analyse information and create new analytical techniques to help Customers generally. We will not disclose any information that may identify you personally or your specific physical locations.
- You are entitled to have a copy of the information we hold on you and to have any inaccurate information corrected. We may charge a small fee for providing a copy of any information we hold about you.
- The Customer is responsible for granting access to Authorised Users, and thereby controls and is solely responsible for who can see the Customer’s personal or confidential information, and potentially how this information is acted on, e.g. through alerts.
- The Supplier shall follow its best practice archiving procedures for Customer data, which may include aggregation or deletion of old data. In the event of any loss or damage to Customer data, the Customer’s sole and exclusive remedy shall be for the Supplier to use reasonable endeavours to restore the lost or damaged Customer data from the latest back-up of such Customer data maintained by the Supplier in accordance with the Supplier’s archiving procedure.
- Limitation of Liability
- The Hardware and Service are general purpose tools, and not guaranteed to be applicable to any particular scenario or fit for any particular purpose. They are used at the Customer’s own risk, and the Supplier will not be responsible for any damage, loss or liability to Customer’s property, such as HVAC systems and appliances. The Supplier shall not be liable for any consequential, exemplary, special or incidental loss or damages, for example loss of profits or inability to achieve savings.
- To the fullest extent permitted by law, the Customer accepts that the liability of the Supplier is strictly limited across all claims by a specific Customer to the total amounts paid or owed by the Customer to the Supplier for the 12 month period prior to the claim.
- Other Terms
- Waiver: All waivers will only be effective if agreed by the Supplier in writing. Failure or delay by the Supplier to enforce any of these Terms & Conditions will not constitute a waiver of our rights against the Customer and does not affect our right enforce terms in future.
- Assignment: The rights and obligations arising under this Agreement are assignable by the Customer with written permission of the Supplier, but this will not be unreasonably withheld.
- Severability: If any provision of this Agreement is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
- Notice: The Supplier can be contacted by email to firstname.lastname@example.org, or in writing to the Supplier’s registered address.
- These Terms and Conditions may be updated by the Supplier from time to time by giving reasonable notice to the Customer.
- Disputes and Jurisdiction: Any dispute in relation to this Agreement shall be governed by English law and the English courts shall have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Agreement.
CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS READ THE TERMS OF THIS AGREEMENT AND AGREES TO BE BOUND BY ITS TERMS.