Terms & Conditions
These Terms apply to all Contracts entered into by Plant I Ltd.
2.1 In these Terms the following words have the following meanings:
Active Devices: tracking device containing electronic components that has the ability to collect, store and send vehicle behaviour data over the mobile telephone network.
Contract: any contract for the supply and/or installation of Services & Products by Plant i Ltd to the Customer. The acceptance and payment of Quotation will constitute a contract.
Customer: any Customer of Plant i Ltd to whom Services & Products are supplied under the Contract incorporating these terms.
Data Charges: the on-going charges for Data Services and hosting of the Services & Products to be paid on a monthly, quarterly or annual basis in advance depending on the individual Customer agreement.
Data Services: the ongoing support, hosting and data service supplied by Plant i Ltd.
Maintenance: maintenance services provided by Plant i Ltd to the Customer in respect of the Services & Products.
Maintenance Charge: the charges payable in respect of each specific request for Maintenance made by the Customer to Plant i Ltd, as such charges are decided by Plant i Ltd in its sole discretion from time to time.
Plant I (Ltd): Plant i Ltd (Company Number: 06114147) whose registered office is at Unit 3, Dyfi Eco Park, Machynlleth, Powys, Wales United Kingdom, SY20 8AX.
Services & Products: any services & products, including but not limited to Active Devices to be supplied by Plant i Ltd under the Contract and Data Services (including any part or parts of them).
Quotation: any offer by Plant i Ltd for the supply and/or installation of Services & Products including any price offered on the Plant i Ltd website.
Specification: the specification of the Services & Products set out on the Plant i Ltd website or otherwise agreed in writing.
Terms: the terms set out in this document and any additional terms agreed in writing by Plant i Ltd and the Customer.
Third Party Software: all software owned by or licensed to the Customer by third parties and which comprised part or all of the Products.
2.2 In these Terms headings will not affect the construction of these Terms.
3.1. These Terms apply to all Contracts to the exclusion of all other terms. Any variation is only effective if agreed in writing by a Director of Plant i Ltd. No other employee, representative or agent has authority to vary, alter or amend the Terms. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Plant i Ltd which is not set out in the Contract. Nothing in these Terms will exclude or limit the Plant i Ltd’s liability for fraudulent misrepresentation.
3.2 No terms or conditions endorsed upon, delivered with or contained in the Customer’s purchase order, confirmation of order, Specification or other document will form part of the Contract simply as a result of such document being referred to in the Contract.
3.3 The Customer must ensure that the terms of its order and any Specification and Quotation are complete and accurate.
3.4. Any Quotation accepted by the Customer or Customers order accepted by Plant i Ltd shall be subject to these Terms and any credit checks which Plant i Ltd may undertake.
3.5. Plant i Ltd shall be entitled to cancel the Contract at any time without liability, if either the Customer fails to supply upon request trade and/or bank references or if such references supplied or credit checks undertaken are unacceptable to Plant i Ltd.
3.6. Quotations are only valid for 1 month from the date of the Quotation by the Customer provided Plant i Ltd has not previously withdrawn it.
3.7. Where the Services & Products incorporate internet based services on the Plant i Ltd website, the Customer must comply with the terms and conditions of use of that website. The terms and conditions can be found at www.planti-tracking.co.uk.
4.1. The price to be stated in the Quotation, may be increased by Plant i Ltd before delivery of the Services & Products if there is any variation in the cost of materials, labour or other overheads (including any variations in foreign exchange rates) or if any change in the Specification is required. The Customer will be advised of any such increase in price.
4.2. The price shall be exclusive and exclude any value added tax, other applicable taxes, government charges or customs duties.
4.3. The price does not include the cost of installation and delivery. Plant i Ltd shall offer the Customer the option of installation and delivery at an extra charge.
4.4 The price for Maintenance Charges shall be provided on a case by case basis.
5.1. Payment for Active Devices by the Customer shall be due immediately upon receipt of invoice unless agreed otherwise; however Customers paying for Data Charges by direct debit under clause 5.2.2 below may opt to have the charges for Active Devices added to their first direct debit payment.
5.2. The Data Charges shall be payable either:
5.2.1. Annually, in the first instance in advance of the installation of Active Devices and thereafter on the annual anniversary of the first invoice; or
5.2.2. Monthly by direct debit payments, the direct debit mandate must be in place prior to the installation of Active Devices.
5.3. In the event of missed payment of Data Charges, the Customer shall have fourteen (14) days from the original payment date to either:
5.3.1 make the payment for annual Data Charges; or
5.3.2 arrange a monthly direct debit payment for the Data Charges.
5.4. The Maintenance Charges will be payable upon 30 days of receiving an invoice from Plant i Ltd.
5.5. The Customer shall pay 50% of any Maintenance Charge due in the event of the cancellation of scheduled Maintenance less than 24 hours in advance, on the condition that the cancellation leaves no other work to be carried out at that location for that customer on that day.
5.6. Time for all payments shall be of the essence.
5.7. No payment shall be deemed to have been received unless Plant i Ltd has received cleared funds.
5.8. All payments actually due and payable to Plant i Ltd from the Customer under the Contract shall become due immediately upon termination of the Contract despite any other provision except in the event this Contract is terminated by reason of a material breach by Plant i Ltd.
5.9. In default of payment in full on the due date Plant i Ltd shall have the right to charge interest from the due date to the date of payment at the rate of 8% above the Bank of England Base Rate accruing on daily basis on the amount outstanding.
5.10. Upon the occurrence of an event of force majeure (as detailed in Clause 8 below) Plant i Ltd shall be entitled to invoice for the proportion of any Data Charges that are due and payable.
- RISK AND PROPERTY
6.1. The risk in the Products shall pass to the Customer upon delivery but title in the Products supplied shall remain with Plant i Ltd until the Customer has paid all amounts outstanding to Plant i Ltd under any account whatsoever. Until Plant i Ltd is paid in full for the Services & Products the relationship of the Customer to Plant i Ltd shall be fiduciary in respect of the Services & Products and the Customer shall keep the Services & Products separate from those of the Customer or third parties and properly stored, protected, insured and identified as Plant i Ltd’s property, but the Customer shall be entitled to resell or use the Products in the ordinary course of trade as long as they are paid for in full.
6.2. The Customer shall be entitled to resell the Services & Products in the ordinary course of trade prior to the passing of title provided that before agreeing to resell such Services & Products the Customer shall supply a copy of these Terms to the intended buyers.
6.3. The Products shall remain as chattels and severable from any land, buildings or other products of the Customer to which they may become attached.
- DELIVERY AND INSTALLATION
7.1. Where the Customer has requested and paid for Plant i Ltd to carry out installation of the Active Devices;
7.1.1Plant i Ltd shall use reasonable endeavours to deliver and install in accordance with the Quotation. Time or Dates given for delivery and installation are estimates only. Plant i Ltd shall not be liable for the consequences of any delay.
7.1.2Delivery and installation may be by instalments whereupon each delivery and installation shall constitute a separate contract and failure to deliver any instalment shall not be grounds for cancellation of the Contract nor refusal of payment in accordance with clause 5..
7.2 If for any reason the Customer will not accept delivery or installation of any Services & Products when they are ready for delivery and installation, or Plant i Ltd is unable to deliver or install the Services & Products on time because the Customer has not provided appropriate instructions, documents, licences or authorisations:
7.2.1 Risk in the Services & Products will pass to the Customer (including for loss or damage caused by Plant I Ltd’s negligence);
7.2.2 The Services & Products will be deemed to have been delivered; and
7.2.3 Plant i Ltd may store the Services & Products until delivery whereupon the Customer will be liable for all related costs and expenses (including, without limitation, storage and insurance).
7.3. Any dates specified by Plant i Ltd for delivery and installation are intended to be an estimate. The Customer must comply with clause 5 of these terms and any other relevant terms where there is a failure to accept delivery by the Customer. The Customer shall indemnify Plant i Ltd against all expenses arising from such non-delivery.
7.4 The Customer will undertake such preparatory work and provide such access, facilities and assistance during normal business hours as Plant i Ltd may reasonably require to enable it to install the Active Devices. If installation cannot be effected because of the Customer’s failure to provide reasonable access, facilities or assistance, Plant i Ltd may still invoice the Customer for the Services & Products and any other charges normally payable.
7.5. The installation of the Active Devices shall not be complete until such time as Plant i Ltd has notified to the Customer.
7.6. The Customer shall indemnify Plant i Ltd against any liability suffered for breach by the Customer of any duty imposed upon it under any relevant Health and Safety legislation in respect of any of Plant i Ltd employees or agents.
- FORCE MAJEURE
8.1. Plant i Ltd shall not be liable for any failure to perform any part of the Contract if its performance has been delayed hindered or prevented by any circumstances whatsoever which are not within the control of Plant i Ltd including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials and are not preventable by reasonable diligence on its part.
8.2. If Plant i Ltd is at any time delayed hindered or prevented from performing the Contract in whole or in part by such an event detailed in Clause 8.1 above then Plant i Ltd shall be at liberty to withhold, suspend or reduce performance to such extent as is reasonable in all the circumstances. The Customer shall thereupon be liable for a rateable proportion of the Price agreed to be paid.
9.1 Plant i Ltd shall be entitled without notice to change the Specification provided that any variations in quality do not materially affect the general commercial use of the Services & Products.
9.2. If the Customer instructs Plant i Ltd to vary the Specification the Customer will be responsible for any reasonable increase in the price of Services & Products due to such alteration.
- WARRANTIES AND LIABILITY
10.1 Plant i Ltd warrants that the Active Devices, when operated properly and installed by Plant i Ltd , will enable the Customer to make use of the Services & Products for twelve (12) months from the date of installation. Where Plant i Ltd have carried out the installation of Active Devices and all payments by the Customer are up to date in accordance with Clause 5; the Customer shall also be entitled to Maintenance, for such twelve month period without associated Maintenance Charges.
10.1.1 Where the customer carries out a self-install; Plant i Ltd do not warrant the Services & Products.
10.1.2 Where the Customer has carried out a self-install and a fault occurs with the Services & Products, the customer shall remove the Active Device themselves and return them to Plant i Ltd for inspection, this inspection will incur a Maintenance Charge.
10.2 Maintenance shall continue to be provided thereafter (until such time as either party terminates this Contract), so long as the charges for Active Devices, Maintenance Charges or Data Charges (as applicable) are paid in full. Any failure or delay in paying the charge for Active Devices, Maintenance Charges or Data Charges will entitle Plant i Ltd to withdraw the provision of Maintenance.
10.3 Where Maintenance is provided, the Customer may obtain support by calling Plant i’s support helpdesk (01654 700372). All diagnosis and fault correction shall, where possible, be done remotely, failing which Plant i Ltd will send engineers to the Active Devices. If so, the Customer will allow the service engineers and other Plant i Ltd representatives access to the Active Devices at a reasonably convenient location at all reasonable times to carry out such repair and maintenance.
10.4 Should it turn out that the problem was due to either incorrect operation of properly functioning Active Devices, or otherwise caused by the Customer, Plant i Ltd may make a reasonable charge for travel to, and attendance at, the vehicles.
10.5 Subject to the conditions set out below, Plant i Ltd warrants that the Services & Products will correspond with their Specification at the time of delivery and shall be accepted by the Customer as being free from defects in material and workmanship upon full payment of all relevant outstanding balances.
10.6. The above warranty is given by Plant i Ltd subject to the following condition:-
10.6.1. Plant I Ltd shall be under no liability in respect of vehicle defects causing Plant i Ltd hardware fail.
10.6.2. Plant i Ltd shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow Plant i Ltd instructions (whether oral or in writing) misuse or alteration or repair of the Active Devices without Plant i Ltd prior written approval;
10.6.3. Plant i Ltd shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the Payment terms in clause 5 have not been adhered to;
10.6.4. The above warranty does not extend to parts, materials or equipment not manufactured by Plant i Ltd, in respect of the which the Customer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer of the parts, materials or equipment to Plant i Ltd;
10.6.5. The above warranty does not cover Camera Storage Drives, such as SD Cards and Hard Drives.
10.6.6. The above warranty does not include the cost of labour, collection or delivery of the Services & Products to or from the Customer for which Plant i Ltd shall be entitled to charge unless otherwise agreed in writing by a Plant i Ltd director.
10.7. The Customer acknowledges that the provision of the Services & Products by Plant i Ltd is dependent upon third party network coverage and as such the Customer agrees they shall make no claim against Plant i Ltd where such third parties experience network coverage issues or failures which impacts the ability of Plant i Ltd to provide the Services and Products to the Customer.
10.8. Save as expressly provided in these conditions and except where the Services & Products are sold to a person dealing as a Consumer (within the meaning of either the Unfair Terms in Consumer Contract Regulations 1994 or the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by Statute or Common Law are excluded from the Contract to the fullest extent permitted by Law.
10.9. Any claim by the Customer which is based on any defect in the quality or condition of the Services & Products or their failure to correspondence with their Specification shall (whether or not delivery is refused by the Customer) be notified to Plant i Ltd within seven days from the date of delivery. If delivery is not refused, and the Customer does not notify Plant i Ltd accordingly, the Customer shall not be entitled to reject the Services & Products and that Plant i Ltd shall have no liability for such defect or failure, and the Customer shall be bound to pay the price as if the Active Devices had been delivered to the Customer.
10.9.1 It is the responsibility of the Customer to notify Plant i Ltd of any hardware or systems failure within seven days of defect, Customers shall be bound to continue paying for Services & Products without notification of a defect being provided.
10.9.2 Customers are under obligation to provide access to any defective Services & Products within fourteen (14) days of notification of the defect in order to assess the Services & Products.
10.10. Where any valid claim in respect of any of the Services & Products which is based on any defect in the quality or condition of the Active Device or their failure to meet the Specification is notified to Plant i Ltd in accordance with these conditions, Plant i Ltd shall be entitled to replace the Services & Products (or the parts in question) free of charge or, at Plant i Ltd sole discretion, refund to the Customer the price of the Services & Products (or a proportionate part of the price), but Plant i Ltd shall have no further liability to the Customer.
10.11 Nothing in these Conditions excludes or limits the liability of Plant i Ltd:
10.11.1 For death or personal injury caused by Plant i Ltd;
10.11.2 Under section 2(3) Consumer Protection Act 1987;
10.11.3 For any matter which it would be illegal for Plant i Ltd to exclude or attempt to exclude its liability; or
10.11.4 For fraud or fraudulent misrepresentation
10.12. Plant i Ltd shall not be liable to the Customer by reason of any misrepresentation (unless fraudulent), or any implied warranty, condition or other term or any duty at Common Law, or under the express terms of the Contract for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise), costs expenses or other claims for compensation whatsoever (whether caused by the negligence of Plant i Ltd, its employees or agents or otherwise) which arise out of or in connection with the supply of the Services & Products or their use or resale by the Customer, and the entire liability of Plant i Ltd under or in connection with the Contract shall not exceed the amount paid by the Customer under Clause 5, except as expressly provided in these Terms.
If the Customer commits any breach of these Terms and/or the Contract or being a company has a resolution or petition for its winding up passed or presented, or a Receiver or Manager is appointed or, if a natural person, commits any act of bankruptcy or enters into any composition with creditors, or is subject to an interim order within the Insolvency Act 1986 or suffers any execution to be levied upon its products, or is unable to pay its debts as per the Insolvency Act 1986 or fails to take delivery of the Services & Products or is in breach of the terms of any contract with Plant i Ltd (including these Terms), Plant i Ltd shall be entitled to terminate the Contract or suspend its performance and all sums in respect of Services & Products and Maintenance ordered by the Customer shall become immediately payable.
- SUB-CONTRACTING AND ASSIGNMENT
12.1. Plant i Ltd may assign or sub-contract the whole or any part of its rights and obligations under the Contract.
12.2. The Customer shall not be entitled to assign its rights or obligations under these Terms without the prior written consent of Plant i Ltd.
- THE CUSTOMER’S RIGHTS
For the avoidance of doubt, it is hereby declared that these Terms are to be read in conjunction with the provisions of the Unfair Contract Terms Act 1977, the Sale of Goods Act 1979 and the Sale and Supply of Goods Act 1994 or the Unfair Terms in Consumer Contract Regulations 1994 or any statutory modifications thereof. Nothing in these Terms shall affect a consumer’s statutory rights.
- DATA PROTECTION
14.1 Plant i Ltd agrees that it will process all data which is considered Personal Data, as defined under the Data Protection Act 1998 (“the 1998 Act”);
14.1.1 in accordance with the 1998 Act and any other applicable data protection legislation;
14.1.2 only so far as is necessary for the purpose of performing its obligations under this Contract;
14.2. Plant i shall not disclose Personal Data or allow access to it other than by employees and/or third party engaged by the Contract to perform the obligation imposed on Plant i Ltd by this agreement and to ensure that such employees and/or third parties are subject to written contractual obligations concerning the Personal Data which are no less onerous than those imposed on the Customer.
14.3 For the avoidance of doubt, it is agreed that all data generated under this agreement through use of the Services & Products (the “Generated Data”) shall be owned by Plant i.
14.4 Plant i may use the Generated Data as they wish and will ensure all Generated Data is not Personal Data for the purposes of the 1998 Act.
- PROPRIETARY RIGHTS
15.1 The Services & Products are sold subject to the rights of any person whether in respect of any patent, trademark, registered design, copyright, confidential disclosure or otherwise to prevent or restrict sale or use of the Services & Products in any part of the world and the Customer will in this respect accept such title to the Services & Products Plant i Ltd may have.
15.2 The Customer hereby acknowledges their sole responsibility to comply with all terms and conditions of any license attaching to Third Party Software supplied and delivered by Plant i Ltd. The Customer hereby acknowledges that failure to comply with such terms and conditions may result in the Customer being refused a software license or having the same revoked by the proprietary owner. The Customer hereby further agrees to indemnify Plant i Ltd in respect of all costs, charges or expenses incurred by Plant i Ltd as a result of any breach by the Customer of such conditions.
16.1. Either party may terminate the Contract by giving not less than one billing month’s written notice to the other. No part credits shall be applied.
16.1.1. Non purchased or rented devices must be returned to Plant-I Ltd upon termination, failure to do so will result in a non-recoverable fee.
16.1.2. Upon termination request the final balance due must be cleared immediately by bacs or card payment which will be billed until the last of day of the month proceeding the date of written notice.
16.2. Either Party may terminate the Contract immediately by giving notice in writing if the other:
16.2.1. commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within a period of 5 days after being notified in writing to do so;
16.2.2. being a company has a resolution or petition for its winding up passed or presented, or a Receiver or Manager is appointed or, if a natural person, commits any act of bankruptcy or enters into any composition with creditors, or is subject to an interim order within the Insolvency Act 1986
16.2.3. suffers any execution to be levied upon its products,
16.2.4. is unable to pay its debts as per the Insolvency Act 1986.
17.1 Each right or remedy of Plant i Ltd under the Contract is without prejudice to any other right or remedy of the Customer whether under the Contract or not.
17.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
17.3 The Parties to this Contract do not intend that any term of this Contract will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any party that is not a party to it.
17.4 Failure or delay by Plant i Ltd in enforcing or partially enforcing any provision of the Contract will not be construed as a waiver of any of its rights under the Contract.
17.5 The Contract and the documents referred to in it constitute the entire agreement and understanding of the parties and supersede any previous agreement between the parties relating to the subject matter of this Contract.
17.6 Any waiver by Plant i Ltd of any breach of, or any default under, any provision of the Contract by the Customer will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Contract.
17.7 These Terms shall be governed by English and Welsh Law and the parties submit to the exclusive jurisdiction of the English and Welsh Courts.