Access to and use of the Imetrum website ('the website') is provided by Imetrum Limited (‘Imetrum’) subject to the following terms:
Copyright and Intellectual Property
All information contained herein is the copyrighted work of Imetrum and/or its suppliers and is protected under applicable local and worldwide copyright laws and treaty provisions. Except as specifically permitted herein, no portion of the information on this web site may be reproduced in any form, without prior written permission of Imetrum. Visitors or users may not modify, distribute, publish, transmit or create derivative works of any material found on this site for any public or commercial purposes.
Imetrum authorises you to reproduce materials published on the web site provided each copy (i) is solely for informational use and such use is non-commercial. (ii) is not modified or revised in any manner, (iii) displays all copyright and other proprietary notices, in the same form as on the original and (iv) displays a statement that the materials are used solely with permission of Imetrum.
The trademarks, logos and service marks ("Trademarks") displayed on the website are the property of Imetrum or other third parties. Users are not permitted to use these Trademarks without the prior written consent of Imetrum or such third party which may own the Trademarks. Any request for permission to publicly use Imetrum trademarks must be made in writing and must be approved and acknowledged by Imetrum. Requests should be sent to Imetrum at our address.
Disclaimers and Limitation of Liability
The materials accessed from or on the website are provided "as is," and Imetrum makes no representation or warranty of any kind with respect to the materials whether statutory, express or implied and hereby disclaims all warranties for the materials including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, or non-infringement of intellectual property relating to such material. In no event shall Imetrum be liable for any damages whatsoever, including (without limitation) special, indirect, consequential or incidental damages including any damages resulting from use of or reliance on the information presented, loss of profits or revenues or costs of replacement goods.
Imetrum has used its best efforts to provide accurate information on the website. Nevertheless, Imetrum assumes no responsibility for, and makes no representations with respect to, the accuracy of the information. Imetrum may change the contents of this web site at any time without notice. Any mention of non-Imetrum services is for information purposes only and constitutes neither an endorsement nor a recommendation of any such products or services.
The website may contain links to websites maintained by other companies, individuals or agencies which are provided as a convenience to Imetrum users. These linked sites are not controlled by Imetrum and Imetrum is not responsible for the accuracy of information on such sites. Imetrum does not monitor or review the content of such third party sites and therefore advises you that your access by link to third-party sites is at your own risk.
Any information which you consider to be confidential or proprietary should not be sent to Imetrum through the website. Documents uploaded to our online file store / website are stored in a confidential manner, accessed through usernames and passwords.
Imetrum Limited, The Courtyard, Wraxall Hill, Wraxall, Bristol, United Kingdom. BS48 1NA.
Company Registration Number: 4864539. VAT number: 914629026
1 Terms of Contract
1.1 Imetrum is not prepared to supply any goods or services except on these Imetrum Terms.
1.2 The Customer represents and warrants that in deciding to enter into the Contract it has not relied on any representations, warranties or advice given by any person (including Imetrum and its representatives) other than those which are set out in these Imetrum Terms and those which Imetrum has communicated to the Customer in writing.
1.3 A variation of these Imetrum Terms does not form part of the Contract or have any effect, unless the variation has been signed by a director of Imetrum.
1.4 The Customer represents, warrants and agrees that any terms and conditions which are in or accompanying its order, or its acceptance of Imetrum's offer, do not form part of the Contract or have any effect.
2 Supply of the Equipment
2.1 Imetrum shall supply the Equipment, and the Customer shall accept it and pay for it, on and subject to these Imetrum Terms.
2.2 If it has been agreed that Imetrum will or may deliver the Equipment in instalments, the Contract operates as a series of separate Contracts in respect of each agreed delivery, and Imetrum’s breach of one or more such Contracts will not constitute a breach or repudiation of the others and will not entitle the Customer to terminate the others.
2.3 Upon delivery, the Customer will automatically acquire a licence to use the software element of the Equipment on the terms of the End User Licence.
2.4 At any time before delivery, the Seller is entitled to modify the Equipment as it considers appropriate for the purpose of avoiding a breach of any law or regulation in force in any part of the world, or an infringement of any third party’s legal rights in any part of the world, by reason of the manufacture, supply, export, import, possession or use of the Equipment.
2.5 Imetrum shall deliver the Equipment by handing it to a carrier for transport and delivery on to the Customer. The carrier will receive the Equipment as the Customer's agent, whether the carrier has been selected and/or engaged by the Customer or by Imetrum.
2.6 Time is not of the essence of the Contract, and any time which has been agreed for the delivery of the Equipment is approximate.
2.7 The Equipment will be entirely at the Customer’s risk from the time of its delivery.
2.8 Notwithstanding delivery of the Equipment, Imetrum will retain title to it until it has received the price in full in cleared funds, whereupon title to the hardware components of the Equipment will transfer to the Customer.
3. Customer obligations
3.1 The Customer shall co-operate with all the reasonable instructions of Imetrum in its performance of the Contract and shall provide such assistance to Imetrum as they may reasonably require.
3.2 Adequate and appropriate access will be provided at the delivery address to facilitate the delivery of the Equipment.
3.3 The Customer will make available to Imetrum any information, instructions, documents, licences or authorisations required in order for Imetrum to deliver the Equipment.
3.4 The Customer warrants that it shall only use the Equipment for lawful purposes.
3.5 The Customer shall indemnify and keep indemnified Imetrum against all and any actions, claims, demands, costs and expenses (including legal expenses and disbursements) incurred by or made against Imetrum in respect of any loss or damage or personal injury (including death) which arises out of or in connection with the Customer's failure to comply with Clause 3.4.
3.6 For the avoidance of doubt where the Customer fails to comply with its obligations under this Clause 3 Imetrum shall be entitled to delay the delivery of the Equipment without liability until the Customer so complies.
4.1 Subject to any price and payment terms set out in Imetrum’s offer, the Customer shall pay the price of the Equipment as it appears in Imetrum’s published price list by bank transfer to the bank account identified on Imetrum’s invoice so that Imetrum receives the price in full in cleared funds within 30 days of the date of its invoice.
4.2 The stated price of the Equipment includes a discount of 10% for prompt payment, which the Customer will lose if it does not pay Imetrum fully in accordance with clause 4.1.
4.3 Imetrum may at any time insist on receiving the price in full in cleared funds before delivering the Equipment if it has any reasonable grounds for suspecting that the Customer may not pay, or be able to pay, any part of the price.
4.4 If Imetrum has not received any monies which are due to it in cleared funds on or before the day they become payable, it may do all or any of the following:
(a) Charge daily interest on those monies, both before and after any judgement, at the annual rate of 5% above the base lending rate from time to time of Lloyds TSB Bank until they have been received in cleared funds;
(b) Appropriate any monies which have been received from the Customer to payment in whole or in part for any of the Equipment;
(c) Suspend performance of the Contract in whole or in part until those monies have been received in cleared funds.;
(d) Terminate the Contract;
and at Imetrum’s request the Customer shall package the Equipment in a safe and secure manner, mark it clearly with Imetrum’s name and address and, at Imetrum’s option, either return it to Imetrum or make it available for collection by Imetrum or its agent from the Customer’s premises during normal office hours.
4.5 If the Contract is terminated for any reason, all monies due to Imetrum under it become payable immediately.
(see separate warranty section)
6 Intellectual property rights
As between Imetrum and the Customer, all intellectual property rights in the Equipment belong to Imetrum and the Customer has no rights, licences or permissions regarding those intellectual property rights other than those expressly conferred by these Imetrum Terms and the End User Licence.
7.1 If a party acquires any Confidential Information, it shall keep that information confidential and use it only in furtherance of the Contract, except that it may disclose it:
(a) In accordance with its legal obligations (other than purely Contractual ones);
(b) In confidence to its professional lawyers for the purpose of obtaining legal advice; and
(c) In confidence to its staff who are concerned with the implementation of the Contract, but only to the extent that they need the information for that purpose and only after they have given a binding undertaking to keep it confidential and to use it only for that purpose.
7.2 Clause 7.1 does not prevent a party from using Confidential Information:
(a) In any way after the information has ceased to be confidential (unless it ceased to be confidential as a consequence of its breach of these Imetrum Terms); or
(b) In a particular way and for a particular purpose after it has acquired the same information, together with the right to use it in that way for that purpose, otherwise than in connection with the Contract.
8 Limitation of Liability
8.1 Imetrum and the Customer will not be liable to each other for indirect or consequential loss or damage.
8.2 Imetrum will not be liable for any loss of revenue, profit or expected savings.
8.3 Imetrum will not be liable for any loss of, or damage to, goodwill or reputation.
8.4 Imetrum will not be liable for any loss of, or damage to, any data or computer program which would have been avoided if the Customer had made backups of them twice each day.
8.5 Provided Imetrum takes reasonable precautions to exclude from the Equipment any software which is maliciously intended to corrupt, destroy or impair the performance of the Equipment or any other hardware, software or data, it will not be liable for any loss or damage caused by such software.
8.6 Imetrum will not be liable for any loss, damage, expenses or costs which the Customer suffers or incurs in connection with any claims or proceedings brought against the Customer by any third party, except as described in Clause 9.3.
8.7 Imetrum's total aggregate liability to the Customer in respect of non-delivery or late delivery of any of the Equipment will not exceed the lower of: (i) the price of that Equipment; and (ii) the difference between that price and the price the Customer has to pay to buy equivalent equipment from a third party.
8.8 Imetrum’s total aggregate liability to the Customer in respect of all loss, damage, expenses and costs suffered or incurred by the Customer as a result of any misrepresentation or misstatement, Imetrum’s breach of the Contract, and any defect in the Equipment, will not exceed the total charges payable under the Contract or £50,000, whichever is higher.
8.9 The exclusions and restrictions of liability set out in this clause cover liability on any basis, even if the loss, damage, expenses or costs concerned are of a kind which would arise in the ordinary course of things or are otherwise reasonably foreseeable or to be expected in the circumstances, and however they might arise, even if they result from Imetrum's negligence or from other negligence for which Imetrum would otherwise be liable.
8.10 As special exceptions to this clause, Imetrum does not exclude or restrict its liability for fraud, fraudulent misrepresentation, any breach of any terms which may be implied by s.12 of the Sale of Goods Act 1979, or any personal injury resulting from negligence.
9 Third party claims
9.1 If the Customer becomes aware of an actual or potential Third Party Claim, it shall:
(a) Notify Imetrum straight away;
(b) Forward all relevant information and documents to Imetrum straight away;
(c) Refrain from making, offering or accepting any admission, compromise or settlement in connection with the claim without Imetrum's written permission;
(d) Refrain from taking any steps in relation to the claim or any related litigation or negotiations;
(e) Allow Imetrum to conduct all related litigation and negotiations and to settle the claim if Imetrum wishes to.
(f) Give Imetrum all the assistance it reasonably asks for in connection with the claim and any related litigation, negotiations and settlements.
9.2 Imetrum has the right to conduct and settle all negotiations and litigation arising from a Third Party Claim in any way it wishes, and for these purposes Imetrum may bring or defend any claims and proceedings in the Customer's name.
9.3 Provided the Customer has complied with clause 9.1, and continues to do so, Imetrum shall reimburse the Customer for any damages and costs finally awarded against it by a court of England and Wales in connection with a Third Party Claim. For these purposes, damages and costs have been finally awarded when neither Imetrum nor the Customer is able to appeal any aspect of the award.
10 Intervening events
10.1 Imetrum will not be in breach of the Contract, or liable to the Customer in any way at all, if it fails to perform its obligations under the Contract, or is late doing so, to the extent the failure or delay is the result of a cause beyond its reasonable control.
10.2 If Imetrum is prevented from delivering any Equipment in circumstances which are covered by clause 10.1, then unless the Customer is wholly or partly responsible, the Customer will be relieved from its obligation to pay for it and Imetrum will repay any monies which the Customer has already paid for it.
If the Customer breaches the Contract in any way, Imetrum may, at its option, terminate the Contract in respect of all or any instalments.
12 General provisions
12.1 The Customer shall pay all monies due under the Contract in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
12.2 Imetrum may assign any right, benefit or interest in or arising out of the Contract to any person, or hold any of these on trust for any person, but the Customer may not and shall not do any of these things.
12.3 Except where it expressly says otherwise, the Contract does not confer on any third party any right to enforce any of its terms, and the parties are entitled to exercise their right (if any) to rescind, end or vary the Contract without any third party’s consent and without informing any third party.
12.4 Neither party will be bound by a variation or waiver of the Contract unless the variation or waiver has been signed by a director of Imetrum.
12.5 A party which fails to exercise a right or remedy, either promptly or at all, does not waive that or any other right or remedy, and the other party shall not claim that it has or that the failure has varied the Contract or is evidence of such a variation.
12.6 If a court with jurisdiction decides that a provision of the Contract is invalid, void, unenforceable or illegal, the remainder of the Contract will apply as if that provision had never been included.
12.7 English law applies to the Contract and the English courts have exclusive jurisdiction over any claim or dispute concerning, or arising out of, the Contract or the Equipment.
The following words and phrases have the following meanings:
Contract: the binding agreement formed by Imetrum’s acceptance of the Customer's order, or the Customer's acceptance of Imetrum’s offer to supply, as the case may be.
Confidential Information: information is Confidential Information in the hands of a party if that party acquires it in connection with the Contract, it is confidential when it is acquired, and that party ought reasonably to have appreciated that it is confidential. This applies equally to information acquired before the Contract.
End User Licence: the written licence granted to the Customer by Imetrum to enable it to use the software components of the Equipment. The terms of the licence may be viewed on Imetrum’s website at www.imetrum.com
Equipment: the hardware and software which is the subject matter of the Contract, together with any instructions provided to the Customer.
Imetrum Terms: these written terms and conditions of supply, as amended by any agreed variations which have been signed by a director of Imetrum.
Including and in particular: these are used to identify specific examples and do not qualify or restrict the scope of any term in any way at all.
Intellectual Property Rights: rights in inventions, patents, copyrights, database rights, design rights, trade secrets, know-how, obligations of confidence, trademarks, rights in performances, and other rights in the nature of intellectual property rights (whether registered or unregistered) and all applications for the registration of any of these anywhere in the world.
Shall: denotes an obligation.
Specification: the written specification of the Equipment appearing on Imetrum’s website at the time the Contract is made, together with any other specification which Imetrum has communicated to the Customer in writing before the Contract.
Third Party Claim: a claim by a third party that the Customer's possession or use of the Equipment in accordance with the Contract and the End User Licence infringes the UK copyright, UK database rights or UK registered trade mark of that third party, or is a breach of a confidence which Imetrum owes to that third party.
Variation: includes an addition
References to Imetrum and the Customer include their permitted successors and assigns.
References to statutory provisions include those provisions as amended or re-enacted before the Contract.
One gender includes all genders, the singular includes the plural, and the plural includes the singular.
1. The Contract includes the terms implied by section 12 of the Sale of Goods Act 1979, but all other terms which would otherwise be implied by any means or for any reason, including those which would otherwise have been implied by sections 13-15 of the Sale of Goods Act, form no part of the Contract.
2. Subject to clause 2.4 (under terms and conditions section), Imetrum warrants that at the time of delivery, the Equipment will in all material respects comply with its description and its Specification.
3. Provided the Customer has provided Imetrum with full details of the purpose for which the Customer intends to use the Equipment, and Imetrum has confirmed to the Customer in writing that the Equipment will be reasonably fit for that purpose, then (but only then) Imetrum warrants that at the time of delivery the Equipment will be reasonably fit for that purpose.
4. The Customer acknowledges and accepts that the nature and complexity of computer programs is such that they cannot be guaranteed to be free from errors and defects, and that there may be such errors and defects in the Equipment. The Customer agrees that such errors and defects do not by themselves mean that Imetrum is in breach of the Contract.
5. If at the time of delivery the Equipment does not in all material respects comply with its description and its Specification, Imetrum may at its option replace it, repair it or refund a fair and reasonable part of the price. Unless further loss or damage has resulted from the Equipment’s failure to comply with its description and its Specification, Imetrum will not have any further liability in respect of that breach.
6. If the Customer has asked Imetrum to modify its standard equipment in any way:
(a) It is a condition of the Contract that the Customer has the right to authorise Imetrum to undertake that modification and to supply and deliver the modified Equipment; and
(b) The Customer shall keep Imetrum indemnified on demand against any loss, damage, expenses and costs it suffers or incurs in connection with any claim by a third party that the manufacture, offer to supply, supply, export, import, possession or use of the Equipment infringes that third party’s Intellectual Property Rights (or contributes to such an infringement) as a consequence of that modification.