STANDARD TERMS AND CONDITIONS OF SALE
1. Application of these terms
1.1 These terms apply to the contract between IoT CI Limited and the client to the exclusion of any other terms that the client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing, regardless of when the client’s terms were produced.
1.2 No variation of these terms has effect unless agreed in advance in writing and signed by an authorised representative of IoT CI Limited.
2. Payment
2.1 Unless another period is stated on the invoice or the order, invoices are payable within 30 days of the date of the invoice.
2.2 If any sum is not paid when due, interest accrues on the overdue amount, calculated daily from the due date until payment is received, at 8% per annum above the Bank of England base rate / a stated reference rate. IoT CI Limited may also recover the reasonable costs it incurs in obtaining payment.
2.3 Where any payment is overdue, IoT CI Limited may suspend the provision of services on written notice to the client, without prejudice to any other right or remedy.
3. Debt recovery
3.1 If a payment remains outstanding more than sixty (60) days after the due date, IoT CI Limited may instruct a debt recovery agent, and the client shall pay all reasonable costs and expenses (including legal, court and recovery costs) incurred in recovering the overdue amount and any interest on it.
4. Taxes and withholding
4.1 All amounts payable to IoT CI Limited are stated exclusive of, and are payable free and clear of, any withholding or deduction. Where the client is required by law to make any withholding or deduction (including any withholding at source applied under the legislation of the client’s jurisdiction), the client shall increase the amount it pays so that IoT CI Limited receives and retains the full amount it would have received had no withholding or deduction been made.
4.2 Any such tax or charge is the sole responsibility of the client and shall be paid by the client to the relevant authority. Under no circumstances shall IoT CI Limited be involved in, or liable for, any cost arising under the tax or other legislation of the client’s jurisdiction.
5. Provision of services
5.1 IoT CI Limited will use reasonable endeavours to supply competent and performant services within the agreed timeframes. Its obligations are obligations of means and not of result, and time is not of the essence. No timeframe is a guaranteed date and IoT CI Limited gives no warranty that any particular result will be achieved.
5.2 IoT CI Limited shall not be required to take part, or to appear as a third party, in any claim for damages brought against the client by an end consumer or any other third party.
6. Claims and notification
6.1 To be admissible, the client must notify IoT CI Limited of any claim in writing as follows: (a) for defects or shortfalls apparent on delivery of the goods or provision of the services, within [14] days of that delivery or provision; and (b) for defects that are not reasonably apparent on delivery (latent defects), within [14] days of the date on which the client became aware, or ought reasonably to have become aware, of them.
6.2 Notice may be given by recorded delivery to the registered office of IoT CI Limited or by any other written means that produces a record of receipt.
7. Limitation of liability
7.1 Nothing in these terms limits or excludes the liability of IoT CI Limited for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be limited or excluded.
7.2 Subject to clause 7.1, IoT CI Limited shall not be liable, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any loss of profit, loss of revenue, loss of business or anticipated savings, loss of or corruption to data, or any indirect or consequential loss, in each case howsoever arising.
7.3 Subject to clauses 7.1 and 7.2, the total aggregate liability of IoT CI Limited arising out of or in connection with the contract shall not exceed the total charges paid by the client under the contract in the 12 months preceding the event giving rise to the claim.
8. Force majeure
8.1 IoT CI Limited shall not be in breach of these terms, nor liable for any delay in performing or failure to perform any of its obligations, if that delay or failure results from any event or circumstance beyond its reasonable control. In such a case it shall be entitled to a reasonable extension of time, and if the event continues for a continuous period of more than 60 days, either party may terminate the contract on written notice.
9. Data protection
9.1 Each party shall comply with all applicable data protection laws, including the Data Protection (Jersey) Law 2018 and, where applicable, the EU and UK General Data Protection Regulation. Where IoT CI Limited processes personal data on behalf of the client, it shall do so only on the client’s documented instructions and shall implement appropriate technical and organisational measures to protect that data. Where the supply involves connected devices or platforms that process personal data, the parties should enter into a separate data processing agreement.
10. Intellectual property
10.1 All intellectual property rights in or arising out of any materials, software, platform, devices or deliverables provided by IoT CI Limited, and any improvements to them, are and remain the property of IoT CI Limited or its licensors. The client is granted a non-exclusive, non-transferable licence to use them solely for the purpose and duration of the contract.
11. Confidentiality
11.1 Each party shall keep confidential all confidential information of the other party disclosed in connection with the contract, shall use it only for the purpose of performing its obligations, and shall not disclose it except to those of its personnel or advisers who need to know it and as required by law. This obligation survives termination of the contract.
12. Term and termination
12.1 Without affecting any other right or remedy, either party may terminate the contract on written notice if the other commits a material breach that is not remedied within 30 days of written notice to do so, or becomes insolvent or unable to pay its debts as they fall due.
12.2 On termination, all sums owing to IoT CI Limited become immediately due and payable, and any clause that by its nature is intended to survive termination shall continue in force.
13. Title and risk (goods only)
13.1 Risk in any goods passes to the client on delivery. Title to the goods does not pass to the client until IoT CI Limited has received payment in full of all sums due in respect of them.
14. Retention of title (goods only)
14.1 Until title passes, the client shall hold the goods as bailee, store them so that they remain identifiable as the property of IoT CI Limited, and not encumber them. IoT CI Limited may, at any time before title passes and on reasonable notice, require the client to deliver up the goods and, if the client fails to do so, enter any premises of the client where the goods are stored to recover them.
15. General
15.1 Assignment and subcontracting. The client shall not assign, transfer or subcontract any of its rights or obligations without the prior written consent of IoT CI Limited. IoT CI Limited may subcontract or assign its rights and obligations.
15.2 Entire agreement. The contract constitutes the entire agreement between the parties and supersedes all prior arrangements, representations or understandings between them relating to its subject matter.
15.3 Severance. If any provision of these terms is or becomes invalid or unenforceable, it shall be modified to the minimum extent necessary, or if that is not possible deleted, and the remaining provisions shall continue in full force.
15.4 No waiver. No failure or delay by IoT CI Limited in exercising any right or remedy shall operate as a waiver of it.
15.5 Third party rights. A person who is not a party to the contract has no rights under the Contracts (Rights of Third Parties) (Jersey) Law 2014 to enforce any of its terms.
16. Governing law and jurisdiction
16.1 These terms, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter, are governed by and construed in accordance with the law of Jersey.
16.2 The parties irrevocably submit to the exclusive jurisdiction of the courts of Jersey, including the Royal Court of Jersey, to settle any such dispute or claim.