“Computer Hardware”the computers and other equipment to be provided by metricreg Ltd and used by the Customer in conjunction with the Software Packages, as specified in the Purchase Order.
“Contract”the contract between metricreg Ltd and the Customer for the supply of Goods and/or Services in accordance with these Conditions, the Data Processing Agreement and the Purchase Order.
“Controller”, “processor”, “personal data” and “processing” as defined in the UK Data Protection Legislation.
“Customer” the company or organisation who purchases the Goods/ or Services as detailed in the Purchase Order.
“Data Processing Agreement” means the agreement between metricreg Ltd and the Customer which governs the processing of personal data by metricreg Ltd on behalf of the Customer.
“Defective Goods” any element of the Computer Hardware which is deemed by metricreg Ltd to not be substantially operating correctly.
“Delivery Location” the agreed location for the delivery of the Goods /and or Services as set out in the Purchase Order or any subsequent written communication agreeing the delivery location between metricreg Ltd and the Customer.
“Force Majeure Event” means a delay or failure resulting from events, circumstances or causes beyond metricreg Ltd’s reasonable control.
“Goods” the goods (or any part of them) as set out in the Purchase Order.
“Goods Specification” any specification for the Goods, including any relevant plans or drawings, that is agreed by the Customer and metricreg Ltd, which shall include any bespoke elements requested by the Customer to the Software Packages.
“Intellectual Property Rights” patents, rights to inventions, copyright and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up, 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.
“Licensed Software” the Software Packages as specified in the Purchase Order and all subsequent amendments and updates to, or new versions of, such Software Packages as may be provided under this agreement.
“Purchase Order” the Customer’s order for the supply of Goods and/or Services, as set out in the Customer’s purchase order form.
“Services” the services, including the Software Packages, supplied by metricreg Ltd to the Customer as set out in the Service Specification.
“Service Specification” the description or specification for the Services as set out in the Documentation.
“Software Packages” the software programs proprietary to metricreg Ltd, listed in the Purchase Order, which are to be provided to the Customer.
“metricreg Ltd” or “metricreg” a company registered in England (whose company number is 08597223 and whose registered address is at Unit 19 Brockley Cross Business Centre, SE4 2PD London.
“metricreg’s Documentation” means the information relating to the Goods and Services given by metricreg to the Customer along with the price list following a demonstration of the Goods and Services by metricreg Ltd.
“metricreg Ltd Materials” has the meaning given in clause 7.1.
“UK Data Protection Legislation” all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive (2002/58/EC) (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
1. Basis of contract
1.1 The Purchase Order constitutes an offer by the Customer to purchase Goods and/or Services in accordance with these Conditions. Any quotation given by metricreg Ltd shall not constitute an offer.
1.2 The Purchase Order shall only be deemed to be accepted when metricreg Ltd issues written acceptance of the Purchase Order at which point and on which date the Contract shall come into existence (“Commencement Date”). Once the Customer’s Purchase Order has been accepted, the Customer shall be liable for the full charges set out in the Purchase Order.
1.3 Any samples, drawings, descriptive matter or advertising issued by metricreg and any descriptions illustrations or descriptions of the Goods or Services contained in metricreg’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods described in them. They shall not form part of the Contract or have any contractual force.
1.4 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 trade, custom, practice or course of dealing.
2.1 The Goods are described in metricreg’s Documentation. metricreg Ltd reserves the right to amend the Goods Specification and Services Specification if required by any applicable statutory or regulatory requirement, and metricreg Ltd shall notify the Customer in any such event
2.2 Subject to clause 2.4, metricreg Ltd shall deliver the Goods to the Customer. Delivery shall be deemed completed immediately following installation of the Goods at the Delivery Location. The risk in the Goods shall pass to the Customer on completion of delivery. Title to the Goods shall not pass to the Customer until metricreg Ltd receives payment in full (in cash or cleared funds) for the Goods metricreg Ltd has supplied to the Customer.
2.3 Any dates quoted for delivery of the Goods and Services are approximate only, and the time of delivery is not of the essence. metricreg Ltd shall not be liable for any delay in delivery of the Goods and Services that is caused by a Force Majeure Event or the Customer’s failure to provide metricreg Ltd with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods and Services.
2.4 In the event that additional components/pieces of hardware are ordered by the Customer following installation of the initial delivery of Computer Hardware then metricreg will arrange for postage of these additional goods. Methods of postage to be agreed between the parties and delivery charged to be paid for by the Customer.
3. Quality of Goods
3.1 The Goods shall conform in all material respects with their description; be free from material defects in design, material and workmanship for the warranty period. This will be the same as the manufacturer’s warranty period on the Goods. metricreg Ltd shall not be liable for the Goods’ failure to comply with the warranty above if: the defect arises because the Customer failed to follow metricreg Ltd’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; the Customer alters or repairs such Goods without the written consent of metricreg Ltd; the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
3.2 The Customer shall carry out a full inspection of the Goods immediately upon delivery.
3.3 metricreg shall at its option and sole discretion repair or replace (or pay reasonable costs for the repair or replacement) or refund the price of Defective Goods if:
(a) the Customer gives notice in writing during the warranty period:
(i) if the defective is apparent (or should have been apparent following a full inspection of the Goods) at the time of delivery within 14 days of delivery; or
(ii) if the defective is not apparent at the time of delivery within a reasonable time of discovery that some or all of the Goods are defective and any defects which should to a reasonable person be identifiable on inspection reported to metricreg Ltd;
(b) metricreg Ltd is given a reasonable opportunity to examine such Goods; and
(c) the Customer (if asked to do so by metricreg Ltd) returns such Goods to metricreg Ltd’s place of business at the Customer’s cost.the Customer (if asked to do so by metricreg Ltd) returns such Goods to metricreg Ltd’s place of business at the Customer’s cost.
3.4 In the event that metricreg Ltd deems any of the Goods to be defective, it shall be permitted a reasonable period of time to repair and replace the Defective Goods.
3.5 Any hardware replacement required more than two years after the provision of the hardware, shall be done at the Customer’s sole cost.
3.6 Except as provided in this clause 3, metricreg Ltd shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 3.1.
3.7 The terms of these Conditions shall apply to any repaired or replacement Goods supplied by metricreg Ltd.
4. Title and risk
4.1 The risk and title in the Goods shall pass to the Customer on completion of delivery. This provision shall not apply to Goods which are leased by the Customer, in which event title shall never pass to the Customer and at all times the Goods will remain the property of metricreg Ltd and shall be looked after in accordance with the provisions of clause 7.1(b).
5. Supply of Services
5.1 metricreg Ltd shall supply the Services to the Customer in accordance with the Purchase Order in all material respects. metricreg Ltd reserves the right to amend the Software Packages if necessary, to comply with any applicable law or regulatory requirement, or if the amendment will materially affect the nature or quality of the Services metricreg Ltd shall notify the Customer in any such event.
6. Support Services
6.1metricreg Ltd shall ensure that support is available by telephone and e-mail during 9am – 5pm to provide assistance to the Customer in respect of remedying any technical problems encountered when using the Software Packages and providing advice on the use of the Software Packages. Assistance is also provided via metricreg Ltd’s help page on its website which has a video link to show troubleshooting methods.
6.2 metricreg Ltd may provide on-site technical support at the Customer’s request. Any agreed on-site technical support will be provided at metricreg’s standard rates then in force.
7. Customer’s obligations
7.1 The Customer shall:
(a) keep all materials, equipment, documents and other property of metricreg Ltd (including any leased equipment and the Metricreg equipment (if applicable)) (metricreg Materials) at the Customer’s premises in safe custody at its own risk, maintain metricreg Materials in good condition until returned to metricreg Ltd, and not dispose of or use metricreg Materials other than in accordance with metricreg Ltd’s written instructions or authorisation;
(b) keep, maintain and insure any metricreg Materials (including leased equipment and Metricreg equipment) in good condition and in accordance with metricreg’s instructions from time to time and shall not dispose of or use the metricreg Materials other than in accordance with metricreg’s written instructions or authorisation.
(c) Provide all necessary system access to metricreg Ltd, including adjustments to firewalls and network access, where required in order to enable the installation and effective operation of the system.
8. Charges and payment
8.1 The Price of the Goods and Services shall be the price set out in metricreg’s published price list as at the date of the Contract, and shall be inclusive of all costs and charges of packaging, insurance and transport of the Goods and Services. metricreg Ltd shall submit its invoice for the up-front payment (as set out in metricreg’s published price list) following acceptance of the Purchase Order and the Customer shall pay each invoice submitted by metricreg Ltd within 14 days of the date of the invoice. 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).
8.2 The price for the annual recurring software licence shall be set out in metricreg Ltd.’s published price list. metricreg reserves the right to vary these charges from time to time at its sole discretion and the Customer shall be advised of the annual recurring software licence fee at the time of invoice. The Customer agrees to pay the annual recurring software licence fee in advance and within 14 days of the date of the invoice by metricreg for such Services.
8.3 If the Customer fails to make a payment due to metricreg under the Contract by the due date, then:
(a) the Services will be disconnected; and
(b) without limiting metricreg’s remedies under clause 12 (Termination), 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 clause 8.3 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%. 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).
9. Intellectual property rights and licence
9.1 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 metricreg Ltd. metricreg Ltd grants to the Customer, or shall procure the direct grant to the Customer of, a licence during the term of the Contract to use the Licensed Software on the Computer Hardware and metricreg Materials for the purpose of receiving and using the Services in its business.
9.2 The Licensed Software may only be used by the Customer on the Computer Hardware, except as follows:
(a) the Licensed Software may be used on any replacement for all or any part of the Computer Hardware as provided by metricreg Ltd;
(b) if the Computer Hardware becomes inoperable for any reason, the Licensed Software may be temporarily used on backup equipment until the Computer Hardware is repaired, and the Customer may use the Licensed Software for the purpose of testing whether any such backup equipment is suitable for use while the Computer Hardware is inoperable.
(c) Where metricreg has given express consent in writing for the Licensed Software to be used on the Customer’s own computer hardware subject to the Customer’s hardware meeting the minimum system requirements specified by metricreg Ltd for optimal software performance.
9.3 The Customer has no right to make, or authorise the making of, any other copies of the Licensed Software.
9.4 The Customer shall not sub-license, rent, lend, assign or transfer in any other way this agreement or the Licensed Software to any person without the prior written consent of metricreg Ltd; and give access to the Licensed Software through any network of computers to users who are not employees or agents of the Customer. The Customer may not make adaptations or variations of the Licensed Software and shall not disassemble, decompile, reverse translate or in any other manner decode the Licensed Software, except as permitted by law.
10. Data Protection
10.1 Both parties will comply with all applicable requirements of the UK Data Protection Legislation. This clause 10 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the UK Data Protection Legislation.
10.2 The parties acknowledge that for the purposes of the UK Data Protection Legislation, the Customer is the controller and metricreg Ltd is the processor. In accepting these Conditions, the Customer also accepts the terms set out in metricreg Ltd.’s Data Processing Agreement which shall govern the processing of personal data by metricreg Ltd on behalf of the Customer.
10.3 The Customer shall consider whether a Data Protection Impact Assessment (“DPIA”) is required prior to the processing of personal data. Where the Customer carries out a DPIA, metricreg Ltd shall assist the Customer in carrying out a DPIA
11. Limitation of liability: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
11.1 metricreg Ltd’s total liability to the Customer shall not exceed the total amount paid for the Goods and Services as set out in the Purchase Order. metricreg Ltd’s total liability includes liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract and metricreg Ltd shall not be liable for 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; indirect or consequential loss.
11.2 All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are excluded from this agreement.
12. Termination and consequences of termination
12.1 The Contract shall continue in force for an initial term of 12 months from the Commencement Date, after which it will automatically renew for successive one-year periods unless either party serves written notice of termination to the other, up to but no later than 45 days prior to the end of the current term.
12.2 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 21 days 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), 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; 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 to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy
12.3 Without affecting any other right or remedy available to it, metricreg Ltd 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 payment.
12.4 Without affecting any other right or remedy available to it, metricreg Ltd may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and metricreg Ltd 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 12.3, or metricreg Ltd reasonably believes that the Customer is about to become subject to any of them.
12.5 On termination of the Contract: the Customer shall immediately pay to metricreg Ltd all of metricreg Ltd’s outstanding unpaid invoices and interest and, in respect of Services and Goods supplied but for which no invoice has been submitted, metricreg Ltd shall submit an invoice, which shall be payable by the Customer immediately on receipt; and the Customer shall return, within 7 days of termination at its cost, all of metricreg Materials or Goods which have not been fully paid for, including any Goods which have been leased and any biometric equipment provided with the Metricreg package. If the Customer fails to do so, then metricreg Ltd may enter the Customer’s premises and take possession of them at the Customer’s cost. 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. In the event of the Customer continuing to use the Services and Goods after the notice of termination has ended and prior to the return of the Goods, metricreg Ltd reserves the right to charge to the Customer a pro-rata cost for the continued usage of the Services and Goods.
12.6 Any provision of the Contract that expressly or by implication is intended to have effect after termination shall continue in full force and effect.
13.1 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. No variation of the Contract shall be effective unless it is in writing.
13.2 metricreg reserves the right, at its sole discretion, to change, modify, add or remove portions of these Terms and Conditions at any time. It is the Customer’s responsibility to check the Terms and Conditions on metricreg Ltd.’s website periodically for changes. The Customer’s continued use of the Goods and Services following the posting of changes will mean acceptance and agreement to the changes.
13.3 If any provision or part-provision of this agreement 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 this agreement. The parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
13.4 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. 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.