The Inventory Manager Agreement
1. Introduction. This Agreement is a legal document which sets out your rights and obligations, and those of The Inventory Manager Ltd ("we" or "us"), in relation to this site and the services offered by us through it (“The Inventory Manager"). You must take the time to read and understand it before signing up to use the Inventory Manager. By registering, you accept that you are entering into a contract with us on the terms of this Agreement. You should be aware that this Agreement may change from time to time in accordance with Clause 21 below.
2. Becoming a User. Anybody who uses The Inventory Manager is referred to as a “User” in this document. Users can select either take out a contract or use the ‘pay as you go’ system. Each option requires the user to set up an “Account” with us. All Users must be legally entitled to contract for and use The Inventory Manager. Where the User is a limited company, partnership or other entity (an “entity”), you undertake that:
a. you are entitled to enter into this Agreement on behalf of the entity,
b. the entity will be bound to this Agreement in the same way as you, and
c. this Agreement will accordingly be enforceable both against you and the entity.
3. Charges & Reports
a. By becoming a User, you are agreeing to pay for reports compiled using The Inventory Manager software. Details of our charges for sending the messages will be notified to you when you set up your account with The Inventory Manager and subsequently, in accordance with this Agreement. We will take payment from the credit card, bank or other account of which you provide details.
4. Contract
a. The Inventory Manager contract will be individual to each client and will start once the PDA and software is received.
b. Contracts with The Inventory Manager are taken on a minimum 12 (twelve) month basis.
c. Contracts will automatically renew after 12 (twelve) months unless 30 (thirty) days notice is give prior to the end of the initial 12 (twelve) month contract.
d. Charges will be taken by direct debit on a monthly basis for the number of reports created that month over and above the inclusive allowance agreed in the initial contract.
e. It is up to the user to ensure all reports are correct before they are completed.
f. In the event that any payment due under this Agreement is not paid on the due date for payment then we will be entitled to a late payment charge.
5. Rolling Contract
a. Charges will be taken by direct debit on a monthly basis for the number of reports created that month.
b. Rolling contract with The Inventory Manager are taken on a minimum 3 (three) month basis.
d. Charges will be taken by direct debit on a monthly basis for the number of reports created that month over and above the inclusive allowance agreed in the initial rolling contract.
b. It is up to the user to ensure all reports are correct before they are completed.
c. In the event that any payment due under this Agreement is not paid on the due date for payment then we will be entitled to a late payment charge.
6. Operation and Cancellation of Accounts.
a. If there are no Inventory Credits in your Account, we reserve the right to close the Account without telling you in advance; however, we will notify you by email that this has occurred.
b. If the User is a “consumer” (that is, a natural person acting outside of his/her business in dealing with The Inventory Manager), you have the right to cancel your Account during the fourteen working day cooling-off period which is provided for certain purchases under the Consumer Protection (Distance Selling) Regulations 2000 from the time when you register for your Account (the “Statutory Cooling-Off Period”). If you complete any inventories in this time they will be charged.
7. Privacy policy. Our Privacy Policy forms part of this Agreement, and by agreeing to this Agreement, you also give your consent to the way we may handle your personal data in that policy.
8. Our Role.
a. We provide The Inventory Manager software for use on either your own or a contracted PDA that is acquired through us.
b. We will provide a PDA to clients on the contract package.
c. We provide 6 reports with the contract package.
d. We provide 6 reports with the rolling contract package.
e. We provide helpdesk support to you the client as a result of any problems / technical difficulties with the software or equipment provided by us.
9. Changes to terms by suppliers. The Inventory Manger and the terms and conditions which govern it, are subject to changes resulting from alterations made by service providers, such as internet access providers and mobile network operators, to the corresponding services provided to us or the terms and conditions which govern those corresponding services. In the event that any such change is made which has any effect upon the rights and obligations of the parties under this Agreement, then:
a. the change in question will automatically bind you; and
b. we will use our reasonable endeavours to notify the relevant changes to you as soon as is reasonably practicable.
10. Inventory Manager Software. During the term of this Agreement, we license to you such use of The Inventory Manager Software and associated documentation (collectively, “The Inventory Manager Licensed Material”) as we make available to you solely for use of The Inventory Manager service. This licence is non-transferable, non-sub licensable, non-exclusive and royalty-free and shall be limited to the duration of this Agreement. The Inventory Manager Licensed Material may not be copied or distributed, or used for any purpose other than using the The Inventory Manager in accordance with this Agreement. You may not reverse engineer, decompile or disassemble any of The Inventory Manager Licensed Material, save to the extent expressly permitted by applicable law. We are not an internet service provider, nor a vendor of consumer software.
11. Operation of The Inventory Manager. We reserve the right to withdraw or modify one or more aspects of The Inventory Manger, or the entirety of it, where we have legal or commercial reasons to do so. There may also be times when the The Inventory Manager becomes inaccessible as a result of technical difficulties experienced by us, on the Internet or on the mobile networks; we will, however, use reasonable skill and care to overcome these difficulties where they are within our control. Please note that there will be no refund of credits on your Accounts except as provided elsewhere in this Agreement. For security or other reasons, we may require you to change password or other information which facilitates access to The Inventory Manager; however, we will never ask you for your password.
12. Liability.
a. We warrant that The Inventory Manager will be performed with reasonable care and skill with the intention of meeting our specifications for The Inventory Manager Service, but, given the uncertainties associated with internet and mobile telecommunications and related technologies, cannot and do not guarantee that the The Inventory Manager will meet your requirements.
b. We will be liable as expressly provided in this Agreement, but shall have no other obligation, duty or liability whatsoever in contract, tort (including negligence, breach of statutory duty and any other tort) or otherwise.
d. Nothing in this Agreement excludes or restricts our liability for death or personal injury resulting from our negligence.
e. Subject always to sub-Clause f. below, we will be liable for direct loss or damage only, whether in contract, tort (including negligence, breach of statutory duty or other tort) or otherwise, and whether caused by our act or omission or that of our employees, agents or subcontractors. Our aggregate liability during any successive period of twelve months, the first of which shall be deemed to begin on the date when you take out your contract or install The Inventory Manager software shall be limited to whichever is the greater of:
i. £10 (ten pounds sterling); or
ii. the aggregate of the amount you have paid for Credits purchased by you during that Year (excluding those that are refunded to you by us).
f. We will not be liable to you or anyone else, whether in contract, tort (including negligence, breach of statutory duty or other tort) or otherwise:
i. for any loss of revenue, business, anticipated savings or profits, or
g. Except as expressly stated elsewhere in this Agreement, all representations, warranties, conditions and other terms, whether express or implied (by common law, statute, collaterally or otherwise) are hereby excluded, except in the case of fraud, or where such exclusion is not permitted by law.
i. The provisions of this Clause 14 shall survive the termination or expiry of this Agreement.
13. Indemnity.
a. Each party (“indemnifier”) shall respectively, as provided in i. and ii. below, indemnify the other party (“indemnified”) against all costs, claims, expenses and liabilities arising out of any action, demand, allegation or proceeding by any person or entity (including, without limitation, any regulator) based on:
i. indemnification by us: an allegation that the use or possession by you of The Inventory Licensed Material in accordance with Clause 10 above infringes the copyright or other intellectual property rights of any third party; or
b. Indemnification under sub-Clause a. above is conditional upon the indemnified:
i. notifying the indemnifier promptly upon being notified or becoming aware of any matter which may be indemnifiable under that sub-Clause;
ii. not making any admission, denial or statement in relation to the matter; and
iii. conducting the defence and settlement of the matter in accordance with reasonable instructions given by the indemnifier, provided the instructions are given as promptly as the indemnified reasonably requires.
14. Suspension. We will be entitled to suspend provision of The Inventory Manager to the User at any time if:
a. We are entitled to terminate this Agreement;
b. We are is obliged or advised to comply with an order, instruction or request of the government, regulator, court or other competent authority;
c. We have cause to believe in our reasonable opinion that you are in breach of any of its obligations under this Agreement;
e. Any payment due to us under this Agreement is outstanding after the due date for payment; or
f. the circumstances in sub-Clause 6.b. apply.
15. Termination. This Agreement may be terminated by notice as follows:
a. by either party in the event the other has failed to perform any material obligation required to be performed under this Agreement and such failure is not corrected within seven (7) days from receipt of written notice advising of such failure from the other party, which notice shall make reference to this Clause;
b. by us, in the event that any modification to our contracts for the provision of connectivity with mobile networks or any change in any law, regulation or code of conduct makes the provision of The Inventory Manager to you illegal, prohibitively difficult or contrary to law, regulation or code of conduct;
c. by either party in the event that the other party (being a company) presents a petition or has a petition presented by a creditor for its winding up, convenes a meeting to pass a resolution for voluntary winding up or enters into liquidation (other than for the purposes of a bona fide reconstruction or amalgamation), enters into a voluntary arrangement with its creditors, has a receiver, administrative receiver or administrator of all or any of its undertakings or assets appointed, or is deemed by the relevant statutory provisions under the applicable law to be unable to pay its debts or (if an individual) presents or has presented against him a bankruptcy petition or (if a non UK national or corporation) shall suffer anything analogous to these matters to occur to him or it;
d. by either party in the event that any payment due hereunder is not paid by the other party within 30 days following the date when it is required to be paid in accordance with this Agreement.
16. Matters Beyond Reasonable Control. Either party’s performance of any obligation under this Agreement, other than payment obligations, shall be excused to the extent that it is hindered, delayed or otherwise made impractical by:
a. the acts or omissions of the other party or any internet service provider or mobile network operator;
b. flood, fire, earthquake, strike or riot; or
c. any other cause (whether similar or dissimilar to those listed) beyond the reasonable control of that party.
17. Assignment. We reserve the right to assign this Agreement, and to assign or subcontract any or all of our rights and obligations under this Agreement, but will not do so in such a way as to reduce any guarantees you are given under this Agreement. You may not without our written consent assign or dispose of this Agreement, nor subcontract any of your rights and obligations under it.
18. Entire Agreement. This Agreement is intended to contain your entire agreement with us relating to The Inventory Manager; we believe it to be fair and reasonable. It replaces all earlier agreements and understandings with you relating to The Inventory Manager, except for any fraud or fraudulent representation by either of us. A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce any term of this Agreement.
19. Changes to this Agreement. We reserve the right to change this Agreement from time to time, and post the new version on The Inventory Manager website. When we do so, we will notify you of the fact that there are changed terms on the main screen (www.theinventorymanager.co.uk), and the new version of these terms and conditions will take effect, and will govern all of The Inventory Manager Service and your relationship with us:
a. commencing thirty days after the date of posting (or such later date as we indicate in the relevant posting), if any of the changes is to an operative provision of this Agreement which is capable of adversely affecting you; if you do not wish to be governed by the new version of the Agreement, you may notify us on or before the date when the new version of the Agreement is to take effect, and (1) from that date you must cease to use The Inventory Manager, and (2) if the User is a consumer holding credit in his/her Account, the User will be entitled to a rebate of the amount of that credit outstanding in the Account at the time when the User permanently ceases use of The Inventory Manager; or
b. immediately upon the date of posting (or such later date as we indicate in the relevant posting), if the changes are not to operative provisions, or not capable of adversely affecting you - examples of which would include, without limitation, changes to contact details referred to, or the refinement of provisions that are already included, in this Agreement.
20. Severability. In the event that any term of this Agreement is held to be invalid or unenforceable by judicial decree or decision, the remainder of this Agreement shall remain valid and enforceable.
21. Law. This Agreement shall be governed by and construed in accordance with the laws of England and Wales.
22. Keeping this Agreement. We don’t separately file the individual Agreements entered into by clients when they set up an account with The Inventory Manager. You can access it at www. Theinventorymanager.co.uk). Please make a durable copy of this Agreement by printing and/or saving a downloaded copy on your own computer. It is offered in English only.
23. Contact. We are The Inventory Manager Ltd, and our registered office address is *** We are a company registered in England and Wales under registration no. ***. Please note that all notices under this Agreement are to be sent and received by email. For this purpose, your notices should be sent to*** address *** and/or ***email address*** and we will send our notices to you at the email address you notify to use when you register as a User as changed subsequently in your Account details.