v3.July23

 

REMOTE TECH LIMITED (“REMOTE TECH”) PARTNER PROGRAM TERMS AND CONDITIONS 

BACKGROUND 

1. Remote Tech conducts the business of hiring IoT devices/equipment to its Partners in relation to the remote monitoring of related systems belonging to End Customers. Remote Tech also provides the Software which enables the sensors to remotely monitor and control various systems. Remote Tech in accordance with these terms and conditions will store the data collected on the RT Servers which can be viewed via the Application. 
2. The Partner is a business which provides services to End Customers. 
3. The parties have agreed that the Partner shall hire the RT Equipment from Remote Tech and use the Software and/or the Application subject to the terms and conditions as set out in this agreement. 

THE PARTIES AGREE: 

1. DEFINITIONS AND INTERPRETATION 

1.1. In this agreement: 

Activation means when the Partner or its agents or the End Customer connects the RT Equipment to the internet so that it connects and sends data to the RT Servers; 

Affiliate means any entity which directly or indirectly controls, is controlled by, or is under common control with, another entity; 

Application means the computer programs designed by Remote Tech which can be used via a Windows, Android or IOS device and licensed to the Partner under these terms and conditions; 

Business Day means a day other than a Saturday, Sunday or a bank or public holiday in England; Business Hours means the hours of 9:00 am to 5:00 pm on a Business Day; 

Certification means the award given to a Partner by Remote Tech following training courses provided by the Remote Tech Academy; 

Commencement Date means the date on which the Partner returns the document (via an e-signature platform) agreeing to these terms and conditions to Remote Tech; 

Confidential Information means all confidential or proprietary information (however recorded or preserved) including any know-how, trade secrets, financial, commercial, technical, tactical or strategic information of any kind; all information produced, developed or derived from information disclosed pursuant to this agreement; all information agreed to be, or marked as, confidential; all confidential or proprietary information relating to: the business, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of Remote Tech and the Partner; and the operations, processes, product information, know-how, technical information, designs, trade secrets, software and hardware of Remote Tech and the Partner; any information, findings, data or analysis derived from confidential information; and any other information that is identified as being of a confidential or proprietary nature; 

Corrective Maintenance means (i) making any adjustments to the RT Equipment; and (ii) replacing any parts or components of the RT Equipment, in each case, which are required to restore the RT Equipment to Good Working Order; 

Data Protection Legislation means the Data Protection Act 2018 and the UK General Data Protection Regulation (GDPR); Emergency Maintenance means (i) making any adjustments to the RT Equipment; and (ii) replacing any parts or components of the RT Equipment, in each case, which are required to restore the RT Equipment to Good Working Order; 

End Customer means the customer/client of the Partner to which the Partner offers services which includes the monitoring of various systems ; 

Fees means the charges set out in Clause 10;

Good Working Order means the RT Equipment operates properly; 

Intellectual Property Rights means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, 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; 

Literature means the marketing material provided by Remote Tech to the Partner for the Partner to utilise in its marketing to End Customers;

Maintenance Releases means the release of software which corrects faults, adds functionality or otherwise amends or upgrades the Software or the Application, but which does not constitute a New Version; 

Maintenance Services means Preventative Maintenance, Corrective Maintenance and Emergency Maintenance of the RT Equipment; 

New Version any new version of the Software or the Application which Remote Tech makes available to the Partner or which Remote Tech remotely downloads and installs remotely onto the RT Equipment; 

Order means when the Partner submits an order for the hire of the RT Equipment for use with a specific End Customer; 

Partner means the business contracting with Remote Tech under this agreement and as set out in the Partner Pack; 

Partner Pack means the bundle of documents sent by Remote Tech to the Partner by email consisting of the following documents: as required documents including Marketing content, Training Course content, RT Support System guide and others as needed. 

Preventative Maintenance means (i) testing that the RT Equipment is functional; and (ii) making any adjustments as may be required to ensure the RT Equipment remains in Good Working Order; 

Regulatory Obligations means all statutory obligations imposed on the End Customer, requiring the End Customer’s compliance, including the End Customer’s obligations arising from the Health and Safety at Work Act 1974, the Management of Health and Safety at Work Regulations 1999, the Control of Substances Hazardous to Health Regulations 2002, the Water Supply (Water Fittings) Regulations 1999 (England & Wales) Water Byelaws 2000 (Scotland), Water Regulations (Northern Ireland), the HSE Approved Code of Practice and Guidance on Legionnaires’ Disease – The Control of Legionella Bacteria in Water Systems (Series Code L8) and Legionnaires’ Disease Technical Guidance (Series Code HSG274) and related materials, and any other applicable legislation in respect of water systems, controls, storage and use; 

Remote Tech Academy means the online training and certification content provided by Remote Tech in order to train to the Partner in respect of the use of the RT Equipment; 

Remote Tech Partner Program means the program incepted by Remote Tech into which the Partner wishes to be a part of in respect of accessing Remote Tech’s monitoring and reporting technology on the terms set out in this agreement; 

RT Equipment means the IoT devices, including but not limited to sensors, gateways, modules and devices developed by or on behalf of Remote Tech; 

RT Servers means the servers to which data from the RT Equipment is uploaded; 

RT Support System means the platform developed by Remote Tech for providing support to Partners; 

Services means the provision of the Application and the storage of data so as to allow the Partner to monitor data uploaded by the RT Equipment to the RT Servers; 

Software means the software developed by Remote Tech which enables the RT Equipment to remotely monitor various systems and communicate data via the internet; and 

  VAT means value added tax, as defined by the Value Added Tax Act 1994. 

1.2. A reference to this Agreement includes its schedules, appendices and annexes (if any); 

1.3. A reference to a ‘party’ includes that party’s personal representatives, successors and permitted assigns; 1.4. A reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns; 1.5. A reference to a gender includes each other gender; 

1.6. Words in the singular include the plural and vice versa; 

1.7. Any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words; 

1.8. Any clause, schedule or other headings in this Agreement are included for convenience only and shall have no effect on the interpretation of this Agreement; and 

1.9. A reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time except to the extent that any such amendment, extension or re-enactment would increase or alter the liability of a party under this Agreement. 

2. TERM 

2.1. This agreement commences upon the Commencement Date and shall continue in force unless terminated by the parties pursuant to clause 17 (“Term”).

2.2. Any Order made under the terms of this agreement will be for a fixed period of twelve (12) months from the Activation of the RT Equipment or part of the RT Equipment under each specific Order or twenty-eight (28) days from the date of each Order whichever is the sooner (“Hire Period”). 

2.3. The Hire Period will automatically extend for a further fixed period of twelve (12) months, each year, unless terminated by the Partner in accordance with clause 17. 

2.4. For the avoidance of doubt this agreement cannot be terminated by the Partner until the Hire Period for each Order has concluded. 

3. PARTNER DUTIES AND ACKNOWLEDGMENTS 

3.1. The Partner shall: 

3.1.1. keep and use the RT Equipment in accordance with Remote Tech’s instructions from time to time and not relocate to a different End Customer or dispose of or use the RT Equipment other than in accordance with Remote Tech’s written instructions or authorisation. Should any of the RT Equipment be relocated to a different End Customer, interfered with or otherwise used in any manner other than as instructed by Remote Tech or without Remote Tech’s written authorisation, or should the RT Equipment become lost or damaged during the term of the Hire Period, upon request by Remote Tech, the Partner shall reimburse Remote Tech in accordance with clause 9.1; 

3.1.2. not to disassemble, tamper with, modify, decompile, reverse engineer or in any other manner decode or reproduce in any form, the RT Equipment, the Software or the Application, nor make (nor attempt to make) any adaptations or variations of any kind to the Software, the Application or the RT Equipment; 

3.1.3. ensure that the conditions, premises and general environment in which the RT Equipment is kept and/or used do not adversely affect its condition or functionality or otherwise place it or any part if it at risk; and 

3.1.4. operate and use the RT Equipment only for the purposes for which it was designed. 

3.1.5. check installed Remote Tech temperature sensors for accuracy and calibration in accordance with the LCA Guidance on Calibration of Water Testing Equipment. Any discrepancies should be reported to Remote Tech to agree on remedial action. 

3.2. The Partner shall keep the RT Equipment in good working condition and repair. The Partner shall not modify the RT Equipment nor shall it replace parts that have become damaged, broken or have been lost. 

3.3. The Partner is responsible for installation, removal/de-installation, field maintenance and support and the return of the RT Equipment. 

3.4. The Partner shall keep Remote Tech fully informed via the RT Support System if it is of the view that the RT Equipment is not performing as intended or appears on physical inspection to be damaged. 

3.5. Ownership of any replacement parts for the RT Equipment, including updates and patches to the Software, shall vest in Remote Tech at all times. 

3.6. The Partner recognises and acknowledges that there is a risk that any products, in particular, computer-based hardware and software may not perform as expected and may not be satisfactory. The Partner acknowledges that salespeople acting on behalf of Remote Tech may make representations about the RT Equipment, Software and Application which are difficult to evaluate until delivery, installation, and commissioning. The risk of the RT Equipment not working satisfactorily and in accordance with the representations made by Remote Tech’s salespeople is a risk borne by the Partner. 

3.7. The Partner acknowledges and recognises that there is no term in this agreement by which Remote Tech is responsible for the performance of the RT Equipment, Software and Application, whether generally or in relation to any particular purpose. Remote Tech does not know the representations made to the Partner by its salespeople about the RT Equipment and the Partner acknowledges that any representations made were not made on behalf of Remote Tech and that the Partner has not entered into this agreement on reliance of any such representations. The Partner agrees that Remote Tech has not assumed any duty of care towards it. 

3.8. The Partner acknowledges that no express warranty, condition or undertaking has been given by or on behalf of Remote Tech in respect of the RT Equipment, Software and Application, except as expressly stated in this agreement. 

4. REMOTE TECH OBLIGATIONS 

4.1. Remote Tech shall use reasonable endeavours to deliver the RT Equipment to the Partner. 

4.2. Remote Tech does not warrant that the RT Equipment, Software or the Application will function without interruption or be error-free. 

4.3. Remote Tech shall have no responsibility or liability to the Partner or the End Customer in respect of the Partner’s or the End Customer’s compliance or non-compliance with the Regulatory Obligations. However, as a member of the Legionella Control Association, Remote Tech is obliged to inform the Partner that it is the responsibility of the duty holder / responsible person to:

4.3.1 Have a risk assessment and written scheme of control in place, which includes a programme of monitoring and inspection and to make this available to the service provider.

4.3.2 Make systems available for monitoring and inspection to enable the service provider to plan and execute the service and ensure safe access for monitoring and inspection.

4.3.3 Ensure that tasks allocated to them are completed.

4.3.4 Update the written scheme of control, (if required)

4.3.5 Consider that changes to the water system may alter the Legionella risk such that a reassessment of risk is required

4.3.6 Ensure that any RT Equipment used is, installed and commissioned correctly

4.3.7 Make the appropriate notification under the requirements of the Plumbing Notification Laws

4.3.8 Apply for a trade effluent discharge consent where appropriate.

This clause 4.3 is for informational purposes only.

4.4. Remote Tech shall use reasonable endeavours to deliver the RT Equipment within twenty-eight (28) days of an Order. The delivery date provided at the time of each Order shall be an estimate only and time for performance by Remote Tech shall not be of the essence of this agreement.

5. TRAINING 
   

5.1. Remote Tech may provide training to the Partner and its employees via the Remote Tech Academy in respect of the use of the RT Equipment and the use of the Application. 

5.2. Upon the Partner satisfactorily completing the various training courses provided by Remote Tech via the Remote Tech Academy, Remote Tech will advise the Partner of the Certification to which it has been awarded and the benefits of that Certification. 

6. MAINTENANCE 

6.1. During the Hire Period, Remote Tech shall provide the Partner with the Maintenance Services for the RT Equipment at no extra cost to the Partner unless damage to the RT Equipment has been caused by the Partner or the End Customer or if Emergency Maintenance is required to take place outside of Business Hours. Should damage be caused by the Partner or the End Customer to the RT Equipment leading to a requirement of Corrective Maintenance, the cost of such Corrective Maintenance will be borne solely by the Partner, including the cost of repairing and or replacing the damaged RT Equipment, as set out in clause 9.1. 

6.2. Remote Tech shall perform Preventative Maintenance of the RT Equipment remotely. For the avoidance of doubt the RT Equipment is built with a requirement of very minimal maintenance and any Preventive Maintenance will be performed on an infrequent basis. 

6.3. On the Partner informing Remote Tech via the RT Support System that the RT Equipment is malfunctioning or has failed or is otherwise not in Good Working Order, Remote Tech shall: 

6.3.1. use all reasonable endeavours to perform Corrective Maintenance of the RT Equipment remotely within a reasonable time frame; and 

6.3.2. where, in Remote Tech’s opinion, it cannot reasonably perform Corrective Maintenance remotely, and use all reasonable endeavours to replace the malfunctioning RT Equipment within seven (7) days of Remote Tech undertaking the Corrective Maintenance. 

6.4. In performing any Maintenance Services, Remote Tech shall use all reasonable endeavours to restore any malfunctioning or failed RT Equipment to Good Working Order. Where this is not reasonably practicable, or not reasonably practicable within Business Hours (in the case of Preventative Maintenance and Corrective Maintenance), Remote Tech shall replace the malfunctioning RT Equipment with RT Equipment which is functioning properly. 

6.5. Should any faulty RT Equipment be replaced by Remote Tech, the Partner must return the faulty RT Equipment within thirty (30) days of receiving a replacement. 

7. POSSESSION AND OWNERSHIP OF THE RT EQUIPMENT 

7.1. Remote Tech shall at all times retain ownership of the RT Equipment and the Partner shall not do or allow anything which might adversely affect Remote Tech’s right, title or interest in the RT Equipment. 7.2. The Partner shall ensure that the RT Equipment and the premises in which it is housed is kept safe and secure and that a level of security is provided in respect of it as is commensurate with best industry practice. 7.3. The Partner shall not: 

7.3.1. create, or allow to be created over the RT Equipment any lien, charge or other security; 7.3.2. lend, lease, sell or otherwise part with possession of the RT Equipment or represent it may do any of those things; or 7.3.3. do anything that causes Remote Tech’s or the Partner’s insurance of the RT Equipment to become void or voidable. 7.4. The Partner shall: 

7.4.1. not remove or alter any identifying mark or label on the RT Equipment; and 

7.4.2. inform Remote Tech immediately if it becomes or is reasonably likely to become subject to any of the events or circumstances set out in clause 17.4. 

 

8. RISK IN THE RT EQUIPMENT 

Risk in the RT Equipment shall pass to the Partner on delivery. 

 

9. LOSS AND DAMAGE AND INSURANCE 

9.1. Should the RT Equipment be lost or damaged as a result of the actions or inactions of the Partner or the End Customer, the Partner will be responsible to pay to Remote Tech a fee for each item of RT Equipment which has been lost or damaged (“Equipment Charge”). The Equipment Charge will be calculated as being the rental income for the lost/damaged RT Equipment for a period of sixty (60) months.

9.2. The Partner may insure the RT Equipment with a reputable insurer, for an amount equal to the RT Equipment’s replacement value at the Partner’s own expense. Should the Partner decide to insure the RT Equipment, the Partner must note Remote Tech’s interest on any policy of insurance as owner of the RT Equipment and payee of any insurance proceeds. 9.3. The Partner must notify Remote Tech as soon as reasonably practicable of any damage to or loss of the RT Equipment and provide Remote Tech with a true, complete and accurate statement of loss and any other information that Remote Tech may reasonably require from time to time. 

9.4. If there is a total loss of the RT Equipment for insurance purposes, Remote Tech may terminate the hiring of the RT Equipment and the Partner will pay to Remote Tech the amounts set out in clause 18. 

10. FEES 

10.1. The Fees payable by the Partner for each Order will be set out at the time of making the Order. The Partner will accept the Fees for each Order by accepting the quote. 

10.2. The Fees set out are exclusive of VAT (or any equivalent sales tax which may be applicable) and the costs of insurance, delivery, installation, commissioning and packaging. 

10.3. If, in accordance with clause 2.3, an Order is to continue after the initial Hire Period, the Fees payable by the Partner for the renewed Order will be recalculated in accordance with the pricing as at the renewal date. 

10.4. The Partner shall pay any applicable VAT (or equivalent sales tax) to Remote Tech on receipt of a valid VAT invoice. 

 

11. (Removed)
12. FAIR USE POLICY 

12.1. Remote Tech will provide each Partner (which utilises the Application only or has Orders of less than £50,000 per annum) with 5 gigabytes of storage on the RT Servers, free of charge. 

12.2. Remote Tech will charge a Partner (which utilises the Application only or has Orders of less than £50,000 per annum) for storage over 5 gigabytes at a rate of £10 per gigabyte per annum. 

12.3. Partners which hire the RT Equipment (and which have Ordered in excess of £50,000 per annum) will not be charged for the storage of data on the RT Servers. 

13. PAYMENT 

13.1. The Annual Fee is payable by the Partner annually upon invoice by Remote Tech. 

13.2. The Fees resulting from an Order are payable as follows: 

13.2.1. The quotation will offer two payment options as follows: 

13.2.1.1. Option 1 – Full Payment; and 

13.2.1.2. Option 2 – Monthly Payment in twelve (12) equal payments.

The payment under Option 1 will be discounted at a rate to be determined at the sole discretion of Remote Tech. The discount under Option 1 will be made clear prior to the confirmation of the Order. The discount will be applied at the point of payment. Upon the Partner choosing a payment option (as set out above) Remote Tech will invoice the Partner for the Order. 

13.3. The Partner shall pay all invoices: 

13.3.1. in full without deduction or set-off, in cleared funds within fourteen (14) days of the date of each invoice; and 13.3.2. to the bank account nominated by Remote Tech. 

13.4. Time of payment is of the essence. Where sums due under this agreement or under an Order are not paid in full by the due date: 

13.4.1. Remote Tech may, without limiting its other rights, charge interest on such sums at 4% per annum above the base rate of Barclays Bank plc from time to time in force; and 

13.4.2. interest shall accrue on a daily basis and apply from the due date for payment until actual payment in full, whether before or after judgment. 

13.5. Remote Tech will not change its bank details via email or other electronic communication. Should the Partner receive notification of a change in bank details for Remote Tech it should check with Remote Tech before sending any funds relating to an invoice to confirm the change in bank details. Should the Partner fail to check the bank details with Remote Tech prior to making payment and such payment does not reach Remote Tech the Partner will remain liable to Remote Tech for the payment and the provisions of clause 13.4 will apply. Remote Tech will not be liable to the Partner in respect of the payment not being made to Remote Tech. 

14. CREDIT LIMIT 

14.1. Remote Tech may at its sole discretion, extend, set and vary credit limits from time to time and suspend the performance of this agreement if the Partner exceeds such credit limit and fails to bring any such credit limit within the limit immediately upon demand by Remote Tech. 

14.2. For the avoidance of doubt this agreement is a business-to-business agreement and is not regulated by the Consumer Credit Act 1974 and the Partner shall not have any of the rights of a consumer as set out in the Consumer Credit Act 1974. 

15. INTELLECTUAL PROPERTY RIGHTS 

15.1. Remote Tech shall retain ownership of all Intellectual Property Rights in the RT Equipment, the Software and the Application. 

15.2. Remote Tech: 

15.2.1. warrants that the receipt and use of the RT Equipment, the Software and the Application by the Partner shall not infringe the rights, including any Intellectual Property Rights, of any third party; 

15.2.2. shall, subject to clause 16.2, indemnify the Partner against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all other reasonable professional costs and expenses) suffered or incurred or paid by the Partner arising out of or in connection with any claim brought against the Partner for actual or alleged infringement of a third party’s Intellectual Property Rights, arising out of, or in connection with, the receipt and use of the RT Equipment, the Software and the Application; 

15.2.3. shall not be in breach of the warranty at clause 15.2.1 and the Partner shall have no claim under the indemnity at clause 15.2.1 to the extent the infringement arises from any modification of the RT Equipment, the Software or the Application other than by or on behalf of Remote Tech; and 

15.3. The Partner agrees that any Partner recommendations regarding modifications, changes or improvements to the RT Equipment, the Software and the Application, shall belong to (and are transferred to) Remote Tech. 

15.4. If Remote Tech is required to indemnify the Partner under this clause 15, the Partner shall: 

15.4.1. notify Remote Tech in writing of any claim against it in respect of which it wishes to rely on the indemnity at clause 15.2.2 (“IPR Claim”); 

15.4.2. allow the Remote Tech, at its own cost, to conduct all negotiations and proceedings and to settle an IPR Claim, always provided that Remote Tech shall obtain the Partner’s prior approval of any settlement terms, such approval not to be unreasonably withheld; 

15.4.3. provide Remote Tech with such reasonable assistance regarding the IPR Claim as is required by Remote Tech, subject to reimbursement by Remote Tech of the Partner’s costs so incurred; and 

15.4.4. not, without prior consultation with Remote Tech, make any admission relating to an IPR Claim or attempt to settle it, provided that Remote Tech considers and defends any IPR Claim diligently, using competent solicitors and counsel and in such a way as not to bring the reputation of the Partner into disrepute.

 

15.5. The Partner shall be entitled to utilise in its marketing material various trademarks belonging to Remote Tech (“RT Trade Marks”) and Literature setting out the benefits of utilising the Remote Tech technology. This licence to use the RT Trade Marks and the Literature will subsist only during the term of this agreement and will automatically terminate on termination of this agreement. The RT Trade Marks and the Literature which the Partner is entitled to use under this licence are those included in the Partner Pack. 

16. LIMITATION OF LIABILITY 

16.1. Nothing in this Agreement limits any liability which cannot legally be limited, including but not limited to liability for: 16.1.1. death or personal injury caused by negligence; 

16.1.2. fraud or fraudulent misrepresentation; and 

16.1.3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession). 16.2. Subject to clause 16.1, Remote Tech’s total liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this agreement shall not exceed £100,000. 

16.3. This clause 16.3 sets out specific heads of excluded loss and exceptions from them: 

16.3.1. subject to clause 16.1, the types of loss listed in clause 16.3.2 are wholly excluded by the parties, but the types of loss and specific losses listed in clause 16.4 are not excluded. 

16.3.2. If any loss falls into one or more of the categories in clause 16.3.3 and also falls into a category, or is specified, in clause 16.4, then it is not excluded save for losses resulting from a breach by the Partner or the End Customer of the Regulatory Obligations. 

16.3.3. The following types of loss are wholly excluded, whether direct or indirect: 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; any indirect or consequential loss; any loss, expense or cost of any kind associated in any way with any breach by the Partner or the End Customer of the Regulatory Obligations. 

16.4. The terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from this Agreement. 

16.5. Unless the Partner notifies Remote Tech that it intends to make a claim in respect of an event within the notice period, Remote Tech shall have no liability for that event. The notice period for an event shall start on the day on which the Partner became, or ought reasonably to have become, aware of the event having occurred and shall expire one (1) month from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail. 

17. TERMINATION 

17.1. The Partner may end this agreement at the end of the Hire Period of its final Order by giving to Remote Tech at least ninety (90) days’ written notice to terminate the agreement, such notice to expire before the last day of the Hire Period of its final Order. Should the Partner not provide such written notice to Remote Tech, the agreement will continue thereafter until either party gives to the other party ninety (90) days’ written notice to terminate this agreement such notice to expire at the end of the calendar month in which the ninetieth day falls, i.e. if the ninetieth day falls on 30th May the agreement will terminate on that day. However, if it falls on 15th May the agreement will not terminate until 30th May. 

17.2. The Partner may apply to Remote Tech to terminate the hiring of the RT Equipment during the Hire Period by providing to Remote Tech at least forty (40) days’ written notice. Remote Tech will have the right but not the obligation to accept the Partner’s request. If Remote Tech accepts the Partner’s request to terminate during the Hire Period, the Partner must pay to Remote Tech a sum calculated in accordance with clause 18 and any other sum due under this agreement. 

17.3. On termination of this agreement in accordance with clause 17.1, the Partner must also comply with its obligations in clause 19.1. 

17.4. Each Party may terminate this Agreement at any time by giving notice in writing to the other Party if: 

17.4.1. the non-terminating Party commits a material breach of this Agreement and such breach is not remediable; 

17.4.2. the non-terminating Party commits a material breach of this Agreement which is not remedied within fourteen (14) days of receiving written notice of such breach; 

17.4.3. the non-terminating Party stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so; 

17.4.4. the Partner is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 or if the non-defaulting party reasonably believes that to be the case; 

17.4.5. the non-terminating Party becomes the subject of a company voluntary arrangement under the Insolvency Act 1986; 

17.4.6. the non-terminating Party becomes subject to a moratorium under Part A1 of the Insolvency Act 1986; 

17.4.7. the non-terminating Party becomes subject to a restructuring plan under Part 26A of the Companies Act 2006; 17.4.8. the Partner becomes subject to a scheme of arrangement under Part 26 of the Companies Act 2006;

17.4.9. the non-terminating Party has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income; 

17.4.10. the non-terminating Party has a resolution passed for its winding up; 

17.4.11. the non-terminating Party has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it; 

17.4.13. the non-terminating Party has a freezing order made against it; 

17.4.14. the non-terminating Party is subject to any events or circumstances analogous to those in clauses 17.4.3 to 17.4.13 in any jurisdiction. 

17.5 Remote Tech may terminate this Agreement on written notice to the Partner if the Partner is subject to any procedure for taking control of its equipment that is not withdrawn or discharged within seven (7) days of that procedure being commenced. 

 

18. CONSEQUENCES OF TERMINATION 

18.1. Should this agreement be terminated during a Hire Period(s) the Partner shall pay to Remote Tech any sums that are due and payable as at the date of termination for each order, in line with the agreed payment terms of 30 days from receipt of invoice. 

18.2. On termination of this agreement for any reason the accrued rights and liabilities of the parties (including any rights in relation to breaches of contract) shall not be affected. 

18.3. The following clauses of this Agreement shall survive termination, howsoever caused: clauses 7, 16, 17, 18, 19, 22, 23, 26, 31, 32, 33 and 34. 

18.4. Termination of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry. 

19. RETURN OF THE RT EQUIPMENT 

19.1. Upon the termination of this agreement and/or the end of a Hire Period, the Partner must return the RT Equipment within thirty (30) days. 

19.2. Should the Partner fail to return the RT Equipment within thirty (30) days of termination of this agreement or the end of a Hire Period, the Partner will indemnify Remote Tech in respect of any claims that Remote Tech may need to bring in order to ensure the return of the RT Equipment and the Partner acknowledges and agrees that without prejudice to any other rights or remedies which Remote Tech may have, that damages would not be an adequate remedy for any breach of clause 19.1 and the remedies of injunction, specific performance and other equitable relief are appropriate for any threatened or actual breach of this provision and no proof of special damages shall be necessary for the enforcement of the rights under this clause 19.1. 

20. SOFTWARE LICENCE AND APPLICATION LICENCE 

20.1. Where the RT Equipment comprises Software and/or the Partner has access to the Application then the provisions of this clause 20 apply. 

20.2. In consideration of the Fees paid by the Partner to Remote Tech, Remote Tech grants to the Partner a non-exclusive licence for the Hire Period to use the Software and for the term of this agreement to use the Application. 20.3. In relation to the scope of use: 

20.3.1. for the purposes of 20.1, use of the Software and the use of the Application shall be restricted to use of the Software and the use of the Application in object code form for the purpose of, in respect of the Software, monitoring and controlling various systems and sending that information to Remote Tech, and in respect of the Application the processing and review of the data sent using the RT Equipment; 

20.3.2. for the purposes of clause 20.3.1, “use of the Application” means loading the Application into temporary memory or permanent storage on the relevant computer or mobile device; 

20.3.3. the Partner may not use the Software or the Application other than as specified in 20.1 and 20.3.1 without the prior written consent of Remote Tech; 

20.3.4. the Partner may not make any copies of the Software; 

20.3.5. the Partner shall take steps to prevent unauthorised copying of the Software; 

20.3.6. the Partner may access the Application to any number of computers or mobile devices and there is no limit as to the number of users that a Partner may allow to access the Application. Remote Tech may at its sole and absolute discretion the number of users of the Application by the Partner. Remote Tech will provide seven (7) days’ notice to the Partner of any change; 

20.3.7. except as expressly stated in this 20, the Partner has no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Software or the Application in whole or in part.

20.4. The Partner may not use any such information provided by Remote Tech to create any software or an application whose expression is substantially similar to that of the Software or the Application nor use such information in any manner which would be restricted by any copyright subsisting in it. 

20.5. The Partner may sub-licence under similar terms to the terms in this clause 20, the Software and the Application to an End Customer. 

20.6. Save for the circumstances set out in clause 20.5, the Partner shall not: 

20.6.1. sub-license, assign or novate the benefit or burden of this licence in whole or in part; 

20.6.2. allow the Software or the Application to become the subject of any charge, lien or encumbrance; and 20.6.3. deal in any other manner with any or all of its rights and obligations under this agreement, 

without the prior written consent of Remote Tech, such consent not to be unreasonably withheld or delayed. 20.7. Remote Tech may at any time sub-license, assign, novate, charge or deal in any other manner with any or all of its rights and obligations under this licence, provided it gives written notice to the Partner. 

20.8. Notwithstanding 22, a party assigning any or all of its rights under this agreement may disclose to a proposed assignee any information in its possession that relates to this agreement or its subject matter, the negotiations relating to it and the other party which is reasonably necessary to disclose for the purposes of the proposed assignment, provided that no disclosure pursuant to this 20.8 shall be made until notice of the identity of the proposed assignee has been given to the other party. 

20.9. The Partner shall: 

20.9.1. notify Remote Tech as soon as it becomes aware of any unauthorised use of the Software or the Application by any person; and 

20.9.2. pay, for broadening the scope of the licences granted under this licence to cover the unauthorised use, an amount equal to the fees which Remote Tech would have levied (in accordance with its normal commercial terms then current) had it licensed any such unauthorised use on the date when such use commenced. 

21. MAINTENANCE RELEASES 

Remote Tech will provide the Partner with all Maintenance Releases and New Versions of the Software and Application generally made available to its Partners. Remote Tech warrants that no Maintenance Release or New Versions will adversely affect the then-existing facilities or functions of the Software or the Application. Remote Tech will install remotely all Maintenance Releases and New Versions for the Software and the Application as and when they are available. 

22. CONFIDENTIAL INFORMATION 

22.1. Each party undertakes that it will: (i) keep the Confidential Information confidential; (ii) not use, exploit or disclose the other party’s Confidential Information to any person; (iii) not directly or indirectly disclose or make available or allow to be disclosed any Confidential Information in whole or in part to any third party; (iv) not copy, reproduce, reduce to writing or otherwise record the Confidential Information except as strictly necessary; (v) not use, seek to derive benefit or commercial advantage from the Confidential Information in whole or in part other than in accordance with the purpose of this agreement; and (vi) take and maintain proper and all reasonable measures to ensure the confidentiality of the Confidential Information including any security measures requested by the other party from time to time; except as permitted by clause 22.2. 

22.2. A party may: 

22.2.1. disclose any Confidential Information to any of its employees, officers, representatives or advisers (“Representatives”) who need to know the relevant Confidential Information for the purposes of the performance of any obligations under this agreement, provided that such party must ensure that each of its Representatives to whom Confidential Information is disclosed is aware of its confidential nature and agrees to comply with this clause 22 as if it were a party; 

22.2.2. disclose any Confidential Information as may be required by law, any court, any governmental, regulatory or supervisory authority (including, without limitation, any securities exchange) or any other authority of competent jurisdiction to be disclosed; and 

22.2.3. use Confidential Information only to perform any obligations under this agreement. 

22.3. Each party recognises that any breach or threatened breach of this clause 22 may cause irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages, the parties agree that the non-defaulting party may be entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages. 

22.4. This clause 22 will bind the parties during the Term and for a period of three (3) years following the termination of this agreement.

 

23. DATA PROTECTION 

Each party shall comply with its respective obligations under the Data Protection Legislation. 

24. ENTIRE AGREEMENT 

24.1. The parties agree that this agreement constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral, in respect of its subject matter. 24.2. Each party acknowledges that it has not entered into this agreement in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in this agreement. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in this agreement. 

25. NOTICES 

25.1. Any notice required to be given under this agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its registered office address, or such other address as may have been notified by that party for such purposes, or by email to the email addresses provided for each party in the Partner Pack. 

25.2. A notice delivered by hand or recorded delivery shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9:00 am on the next Business Day following delivery). A correctly addressed notice sent by pre-paid first class post shall be deemed delivered at 9:00 am on the second Business Day after the date of posting. A notice sent by email shall be deemed to have been received at the time of transmission provided that no bounce-back or error message is received. 

26. FORCE MAJEURE 

26.1. Remote Tech shall not have any liability to the Partner or to and End Customer under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events or omissions beyond its reasonable control, including, without limitation, acts of God, flood, drought, earthquake or other natural disaster, epidemic or pandemic, terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; nuclear, chemical or biological contamination or sonic boom, any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent, collapse of buildings, fire, explosion or accident, and any labour or trade dispute, strikes, industrial action or lockouts, non-performance by suppliers or subcontractors, and interruption or failure of utility service (“Force Majeure Event”), provided that the Partner is notified of such an event and its expected duration. If a Force Majeure Event continues for a period of three (3) months then Remote Tech may terminate this agreement without any liability to the Partner. 

27. VARIATION 

1. From time to time, Remote Tech will vary its terms and conditions of business and consequently its agreement with the Partner.
2. Remote Tech will notify the Partner of its intention to vary the terms of this agreement and will provide 28 days’ notice before the new terms take effect. 
3. When providing notice, Remote Tech shall send either a copy of the new terms or a link where the new terms can be viewed and/or downloaded.
4. During the notice period the Partner can either:
   1. confirm that it does not accept the new terms. In this case, the existing terms will continue to apply to existing orders however new orders will only be accepted by Remote Tech on the new terms; or 
   2. do nothing. In this case the Partner is deemed to have accepted the new terms on existing and new orders. The new terms shall take effect on expiry of the notice period and shall replace previous versions of the agreement in its entirety.

28. ASSIGNMENT 

28.1. The Partner may not assign, subcontract or encumber any right or obligation under this agreement, in whole or in part, unless with the express written agreement of Remote Tech Ltd. Such agreement not to be reasonably withheld, conditioned or delayed.

28.2. Remote Tech may assign, subcontract or encumber any right or obligation under this agreement, in whole or in part. 

29. NO PARTNERSHIP OR AGENCY

Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power). For the avoidance of doubt the use of the term Partner throughout this agreement is not intended to create and does not create a legal partnership between the Partner and Remote Tech and the Partner agrees that no legal partnership has been created between it and Remote Tech. 

30. SEVERANCE 

If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforce ability of any other provision of this agreement shall not be affected. 

31. WAIVER

No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under this agreement shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right or remedy. No single or partial exercise of any right, power or remedy provided by law or under this agreement shall prevent any future exercise of it or the exercise of any other right, power or remedy. 

 

32. THIRD-PARTY RIGHTS 

This agreement does not confer any rights on any person of party pursuant to the Contracts (Rights of Third Parties) Act 1999. 

33. GOVERNING LAW 

This agreement and any dispute or claim arising out of, or in connection with it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales. 

34. JURISDICTION 

The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, this agreement, its subject matter or formation (including non-contractual disputes or claims).