Wireless Temperature & Humidity Monitoring System for Flood Damaged Properties

Caption Data Limited
Web Bureau Terms and Conditions of Business

1. Definitions
In this Agreement:
Cellular Services means the mobile communications services provided by Caption Data Limited;
Cellular Service Fees means the fees for the Cellular Services
Documentation means any instruction manuals, user guides and other information relating to the System;
Installation Date means the installation date for the System or such other date as the parties may agree in writing;
Installation Fees means the fees for the Installation Services;
Installation Services means the configuration, delivery and installation of the System by Caption Data Limited or the installer;
Installer means any third party authorized by Caption Data Limited to provide the Installation Services to the Customer on behalf of Caption Data Limited;
Intellectual Property Rights means the rights to patents, licenses, trade marks, trade names, inventions, trade secrets, copyrights and know-how relating to the origin, manufacture, programming, operating and/or servicing of the System and any enhancements or modifications relating to the same;
Internet Services means the internet services provided by Caption Data Limited or its Service Provider;
Internet Service Fees means the fees for the Internet Services;
Purchase Price means the purchase price for the Unit;
Service Levels means the service levels for the Cellular Services and Internet Services;
Service Period means the period in which Caption Data Limited or its Service Provider will provide the Internet Services as set out in Schedule 1, or such period as the parties may agree in writing, commencing on the Installation Date;
Service Provider means any third party authorized by Caption Data Limited to provide the Cellular Services, Internet Services or Installation Services to the Customer on behalf of Caption Data Limited;
Sites means the installation sites where the Installation Services will be provided;
Support Services means the support services provided by Caption Data Limited or its Service Provider;
Unit means the Caption Data Limited xxxxxxxxxxxx (enter description) supplied to the Customer;
Warranty Period means:-
1. where the Customer purchases the Unit, 12 months commencing on the Installation date; or
2. where the Customer leases the Unit, 12 months commencing on the Installation Date.
2. Scope of Agreement
Caption Data Limited will supply the System to the Customer on the terms and conditions set out in this Agreement. The Supply of the System comprises:-
1. the sale or lease of the Unit;-
2. the provision of the Installation Services;
3. the provision of the Cellular Services and the Internet Services for the Service Period and thereafter in accordance with clause 4.2;
4. the supply of the Documentation;
5. the support of the System until the expiry of the Warranty Period.
3. Installation Services
Caption Data Limited will use all reasonable efforts to ensure the Installer;
1. delivers the System to the Customer, together with one set of documents; and
2. commences providing the Installation Services all on the Installation Date and at Site
The Customer will use all reasonable efforts to ensure that:
1. Caption Data Limited or the Installer to the Site/s to provide the Installation Services;
2. the Customer's computer system is fully operational and tested; and
3. it has complied with any reasonable instructions specified by Caption Data Limited or the Installer in respect of the Installation Services.
If the Customer fails to comply with clause 3.2 neither Caption Data Limited nor the Installer will be liable for any failure or delay in providing the Installation Services. Caption Data Limited may also charge and the Customer will pay any additional Installation Fees resulting from such failure.
Risk of damage to or loss of the System will pass to the Customer on delivery of the System. Where the Unit is sold to the Customer, ownership of the Unit will pass to the customer on full payment of the Purchase Price.
4. Internet Services
Caption Data Limited will directly or through its Services Providers provide the Cellular Services and the Internet Services to its Customer for the Service Period.
At the end of the Service Period Caption Data will continue to provide to the Customer, and the Customer will continue to pay for the Internet Services at Caption Data Limited then current services rates for the same.
The Unit contains a SIM card that enables the customer to access the Cellular Services. The Customer :
1. acknowledges that the SIM remains the property of Caption Data Limited or its Service Providers;
2. will only use the SIM card within the Unit;
3. will, at Caption Data Limited request, return the SIM card to Caption Data Limited on termination of the Cellular Services;
4. will keep the SIM card secure and Notify Caption Data Limited immediately if it is aware that the SIM card is lost, stolen or damaged; and
5. will subject to clause 8.1 e) be responsible for the replacement costs of any lost or stolen SIM cards.
The Customer will:
1. not use the Cellular Services or the Internet Services for any improper, immoral or unlawful purpose including the transmission of material that is defamatory or breaches the intellectual property rights of a third party;
2. will comply with any conditions notified in writing to the Customer by Caption Data Limited or its Service Providers that concern the Customer's use of the Internet Services; and
3. not do anything that, in Caption Data Limited or its Service Providers' reasonable opinion, could damage or impair any network or system used in the Internet Services (Network).
Caption Data Limited will use reasonable endeavours to ensure that the Cellular Services and the Internet Services are available but due to the nature of such services and subject to the Service Levels it may not be possible to provide a fault free service. The Cellular Services and Internet Services may be adversely affected by matters beyond Caption Data Limited or its Service Providers' control by physical features such as buildings, underpasses or other causes of interference. Neither Caption Data Limited nor its Service Providers' will be liable for a failure to provide a fault free service.
Caption Data Limited or its Service Providers may suspend the Cellular Services or Internet Services or disconnect the Unit fromn any Network:-
1. during any technical failure, modification or maintenance work;
2. If the Customer fails to comply with this Agreement within a reasonable time specified by Caption Data Limited or its Service Providers.
The Customer will remain liable to pay for all amounts due under this Agreement notwithstanding any such suspension or disconnection.
5. Support
If the Customer requires support for the System, the Customer will contact Caption Data Limited.
Caption Data Limited will use all reasonable efforts to ensure that the Service Providers provides Support Services for the Systems for the Warranty Period.
Should the Customer wish to receive Support Services after the Warranty Period, the Customer will enter into a new agreement with Caption Data Limited for the Support Services.
The Support Services do not include services resulting from:-
1. misuse of the System or failure to use in accordance with the Documentation; or
2. Unauthorized attempt to repair, replace, modify or maintain the System by persons other than Caption Data Limited, the Installer or the Service Providers.
6. Fees and Payment
The Customer will pay to Caption Data Limited or their Supplier:-
1. the Purchase Price if the Customer is purchasing the Unit; or
2. the Lease Fees, if the Customer is leasing the Unit
In addition to the payments specified in clause 6.1 the Customer will pay to Caption Data Limited the Installation Fees, Cellular Service Fees and Internet Service Fees. Unless otherwise specified, the Customer will pay Caption Data on 20th of the month following receipt of Caption Data's Invoice.
If the Customer fails to pay any amount when due, Caption Data Limited may without prejudice to its rights or other remedies under this Agreement:
1. charge interest on the amount owing from the date due until the date of actual payment at the base rate percentage charged by Caption Data Limited ' bankers from time to time plus 10%; and/or
2. suspend any services provided under this Agreement.
Caption Data Limited may vary any amounts payable by the Customer under this Agreement on giving the Customer at least 30 days written notice.
All amounts specified in this Agreement exclude Value Added Tax.
7. Warranties and Limitation of Liability
7.1 Caption Data Limited warrants that:-
1. the installation Services will meet the Installation Services Levels for 12 months from the Installation Date;
2. the Cellular Services and the Internet Services will meet the Service Levels for the Service Period;
3. to the best of its knowledge and belief the System does not infringe any intellectual property rights of a third party;
4. during the warranty period, the Unit will function in accordance with its specifications but the Customer acknowledges that the Unit is of a complicated and technical nature and may have minor or inherent defects. If an unaltered version of the Unit develops a fault by reason of defective components, design or workmanship within the Warranty Period, Caption Data Limited will either repair or replace the Unit (or the affected component of the Unit) at no cost to the Customer. Any such replacement or repair will be the Customer's sole remedy in respect of the supply of a defective Unit.
5. During the longer of either the Warranty Period or Service Period (which, for purposes of this clause 7.1 e) includes any continuation of the Cellular Services and the Internet Services pursuant to clause 4.2).
7.2 Except as expressly set out in this clause 7, all representations, conditions and warranties (whether express or implied, statutory or otherwise and including warranties as to the merchantable quality or fitness for any particular purpose of the System or the Documentations) are expressly excluded. 7.3 Caption Data Limited will not be liable whether in contract, tort (including negligence) or otherwise for any indirect loss or damage (including any consequential loss or loss of profits) suffered or incurred by the Customer arising out of or in connection with this Agreement.
7.4 Caption Data Limited' liability to the Customer arising out of all claims for damages under this Agreement will not exceed in aggregate the total amount actually paid by the Customer to Caption Data Limited under this Agreement in the three months prior to the time such liabilities arises.
8. Intellectual Property
The Customer acknowledges that the Intellectual Property Rights in the System and Documentation belong to Caption Data Limited.
The Customer will not reproduce, translate, reverse engineer, vary or modify the System or Documentation except that one copy of the Software may be made to the extent that such copying is necessary for the Customer's own back-up purposes. The Customer will:-
1. take all reasonable steps to ensure the non-disclosure and confidentiality of the System and Documentation until the same is in the public domain through no fault of the Customer;
2. ensure that its officers and employees and agents do not disclose or copy any part of the System and Documentation except as permitted by this clause;
3. not transfer, assign or otherwise deal in the System and Documentation or the Customer's rights under this Agreement;
4. maintain all copyright notices on the System and Documentation;
5. notify Caption Data Limited in writing immediately it has knowledge, possession or use of the System and Documentation.
The Customer's obligations under this clause will survive termination of this Agreement.
9. Term and Termination
If the Customer:-
1. purchases the Unit, this Agreement commences on the date of this Agreement and will continue for an initial term ending at the end of the Service Period (Initial Service Term). Following the Initial Service Term, this Agreement will automatically continue until terminated by either party giving 3 months' written notice to the other party, unless notice of intention to terminate this Agreement is given by either party at least (120) days prior to the end of the Initial Service Term; or
2. leases the Unit, this Agreement commences on the date of this Agreement and will continue for an initial term ending at the later end of either the end of the Lease Period or the Service Period (Initial Term). Following the Initial Term, this Agreement will automatically continue until terminated by either party giving 3 months written notice to the other party, unless notice of intention to terminate this Agreement is given by either party at (120) days prior to the end of the Initial Term.
Caption Data Limited may terminate the Agreement if the Customer:-
1. breaches any provision of this Agreement and does not remedy the breach within 15 working days after receiving a written notice requiring the breach to be remedied; or
2. goes into liquidation or has a receiver or statutory manager appointed of any of its assets or becomes insolvent, or makes any arrangements with creditors.
On termination of this Agreement the Customer will:-
1. remain liable for payment of:-
1. the Lease Fees for any remaining Lease Period,
2. the Internet Service Fees and Cellular Fees for any remaining Service Period, and
3. any other changes that become due for payment before or after termination;
2. if the Unit is leased, return the Unit to Caption Data Limited.
Within 30 days of termination, the Customer must certify to Caption Data Limited in writing that it has fully complied with its obligations under clause 8.3c).
10. General
Any notice given under this Agreement will be in writing delivered to the relevant party or sent by post or facsimile transmission at such address or number as may be notified in writing by each party from time to time. Any such notice will be deemed received at the time when the same is handed to or left at the address of the party to be served and if served by post two working days (not being Saturday, Sunday or public holiday) after the day of posting and if served by fax on the day of dispatch.
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in force and effect.
If Caption Data Limited waives any default or breach of this Agreement, this will not constitute a waiver of any other or subsequent default or breach. No waiver will be effective unless made in writing. The Customer may not assign or transfer its rights and obligations under this Agreement without the prior written consent of Caption Data Limited.
Neither party will be liable for any delay or failure in the performance of its obligations under this Agreement if such delay or failure is due to a force majeure event, being any cause outside its reasonable control including but not limited to acts of God, natural disaster, riot, malicious damage, fire or acts of any governmental authority. This clause 10.5 does not apply to any obligation to pay money for liabilities incurred prior to the force majeure event.
This Agreement is governed by the laws of England and the parties agree to submit to the exclusive jurisdiction of the English Courts.