© Copyright 2018 – 2022 Beringar Ltd
Beringar Ltd is a company incorporated in Scotland with company number SC536808 and having its registered office at Citypoint, 65 Haymarket Terrace, Edinburgh, Scotland, EH12 5HD (“Beringar”, “we”, “us”,”our”).
These terms and conditions (the “Terms”) set out the terms and conditions upon which Sensors and Services are provided to the customer set out in
Schedule 1 (“Customer”, “you”, “your”).
You should read, and ensure that you understand, all of the Terms prior to using the Site and/or the Services. If you do not agree to be bound by these Terms then you should not use the Site and/or use the Services.
““Activation Date” is the date specified in Schedule 1;
“Business Day” means a day upon which clearing banks are open for business in Edinburgh other than a Saturday or Sunday;
“Dashboard” means the Beringar reporting dashboard applicable to the Customer accessible through the Site;
“Data Services” means the services set out in Schedule 2;
“End Users” means third parties who receive the Equipment (Loaned or Purchased) and the Data Services under a contract from a Reseller
“Fees” shall mean the One Time Costs; the Re-Commissioning Fee; the Re-Positioning Fee; the Recurring Fees and the Removal Fees
“Installation Cost” means the costs of installation as set out in the Installation Plan or otherwise agreed between you and us;
“Initial Payment Date” means the date set out in Schedule 1;
“Installation Date” means the date agreed between you and us for installation of the Equipment, an initial non-binding indication of which is given in the Installation Plan if supplied;
“Installation Plan” means the document prepared by Beringar setting out its recommendations for the number and placements of Equipment, works required for installation, the cost of such installation and any additional installation requirements the Customer shall require to satisfy to use the Services;
“Information Security Schedule” means the schedule specified in Schedule 3;
“Equipment” shall mean the Sensors and other equipment provided by Beringar including as specified in Schedule 1;
“Loss” means any damages, loss, costs or expenses (including loss of profit, revenue and/or business);
“Minimum Term” means the date set out in Schedule 1
“One Time Costs” shall mean the amount set out in Schedule 1;
“Re-Commissioning Fee” means the amount to be charged per re-commissioning event per Sensor as set out in Schedule 1;
“Re-Positioning Fee” means the amount to be charged per re-positioning event as set out in Schedule 1;
“Reseller” means a Customer who is designated as a Reseller in Schedule 1
“Recurring Fees” shall mean the amounts set out in Schedule 1
“Removal Fees” shall mean the amounts set out in Schedule 1
“Replacement Costs” means the amount set out in Schedule 1;
“Sensor” shall mean such number of Beringar Sensors as are set out in Schedule 1;
“Services” shall mean the services provided by Beringar under these Terms including the Data Services; and
“Site” means our website(s) and any customer accessible dashboard or web page provided by Beringar.
2.1. The use of the Equipment and the provision of Data Services shall, subject to earlier termination in accordance with these Terms, commence on the Installation Date and shall continue until terminated by a valid Termination Notice. (the “Period”)
2.2. A Termination Notice shall only be valid if it:
2.2.1. specifies an Expiry Date
2.2.2. is served at least 3 months prior to the Expiry Date;
2.3. The Expiry Date in the Termination Notice shall be the later of:
2.3.1. the expiry of the Minimum Term; and
2.3.2. any 12-month anniversary of the Activation Date.
2.4. All other obligations, other than delivery of the Data Services shall subsist beyond the Period until the Loaned Equipment is returned to us.
3.1. The Fees shall fall due and become payable in accordance with Schedule 1.
3.2 The Fees payable shall be increased on the first day of June each year by the UK Retail Prices Index rate of inflation percentage + 3%. The RPI figure used will be the RPI rate of inflation published by the UK Government Office for National Statistics for the preceding month (May).
4.1. After entering into these Terms, Beringar shall prepare the Installation Plan, the Customer giving Beringar all reasonable access and information to enable Beringar to do so.
4.2. If the Customer raises queries in writing on the Installation Plan within 7 days of receipt, we shall both discuss the Installation Plan in good faith to agree any amendments. Once the Installation Plan is agreed (or if you do not raise any queries on the Installation Plan within 5 days of receipt) both parties will be bound to proceed based on the agreed Installation Plan.
4.3. The Installation Plan shall set out: the number of Sensors to be installed; the power requirements; and a schedule of installation works (including provision of attachment brackets/fixings; power and cabling to the locations where the Sensors are to be installed); and an allocation of responsibilities identifying which party shall be responsible for and the costs of each of the installation works.
4.4. Where the number of sensors in the Installation Plan differ from the number of Sensors set out in Schedule 1 then:
4.4.1. Where the Installation Plan specifies a greater number of Sensors than is set out in Schedule 1 an additional fee calculated per Sensor at the same rate per Sensor as set out in Schedule 1, will become due, we will issue an invoice for any additional Sensors which shall be payable 10 days following installation.
4.4.2. Where the Installation Plan specifies a lower number of Sensors than is set out in Schedule 1 then a credit will be allocated to the Customer calculated at the same rate per Sensor as set out in Schedule 1 which shall be used to offset any future fees payable to us by the Customer.
4.5. During our preparing the Installation Plan, you shall notify Beringar whether power to the Equipment will be via Power-over-Ethernet (“PoE”) or USB.
5.1. You will be responsible for obtaining any permissions, including Landlord’s consent (if required), permits or other approvals required as a result of installing the Sensors in any of your premises.
5.2. We shall install or arrange for a contractor to install the Equipment and to undertake any other works we are responsible for under the Installation Plan. You will provide us or our contractors all reasonable access and assistance to allow us to do so.
5.3. You are responsible for carrying out any necessary works or arranging matters for which you are responsible as set out in the Installation Plan.
5.4. You will be responsible for the costs of installation as set out in the Installation Plan. We will issue an invoice for any installation works we agree to carry out as described in the Installation Plan, which shall be payable 30 days following installation.
5.5. If installation is not completed by the Installation Date due to your failure to comply with your obligations and has not been postponed or cancelled with at least 5 working days written notice, all payment and invoicing provisions of these Terms shall be deemed to apply as if all relevant installation had occurred by the Installation Date.
5.6. Where the installation date has been postponed or cancelled with at least 5 days written notice, a new Installation Date will be agreed between Beringar and the Customer. All non-cancellable expenses relating to the initial Installation incurred by Beringar will be charged to the Customer.
6.1. During the Period it may become necessary to re-commission and reposition Sensors, e.g. where furniture layouts have changed, or to move the sensors in order to continue to provide the Data Services.
6.1.1. if Sensors needs to be re-commissioned the Re-Commissioning Fee as set out in Schedule 1 will become payable.
6.1.2. If the Sensor requires to be re-positioned then this will be charged at the Re-positioning Fee and the Re-Commissioning Fee as set out in Schedule 1 will become payable.
6.1.3. You will provide us or our contractors all reasonable access and assistance to allow us to re-commission and re-position Sensors including providing plans, and photographs.
7.1. At the end of the Period you shall arrange for the removal of the Equipment and shall return it to us for secure recycling.
7.2. We are not responsible for any damage caused by the removal of the Equipment or any mounting brackets, power cabling or similar, nor shall we be responsible for any reinstatement works to your premises.
7.3. You agree to allow us to make alterations to or replace the Equipment if reasonably required. We may need reasonable access to your premises to do this and you may need to follow reasonable instructions issued by us.
7.4. If any Equipment is damaged or lost during the Period or at any time prior to its return to us for secure recycling, you shall pay us the Replacement Cost and we will send replacement equipment.
8. 1 During the Period you are granted the right to access data collected by the Sensors.
8.2. You confirm and undertake to us that you are authorised to collect such data and allow us to process it in accordance with Schedule 3. Data will be accessed on the Dashboard or via an API through an account for which we shall issue you with a password to allow you access. You are responsible for the security of your password.
8.3. You agree to allow us to update the software in the Equipment either by sending signals to it or visiting your premises and accessing the Sensors directly.
9.1 If you are a designated Reseller, as set out in Schedule 1, then you are permitted to enter into contracts with End Users for the supply of the Equipment and to grant them access to the Data Services to those third parties subject to:
9.1.1. The fees for the Equipment and the provision of the Data Services no to exceed the Retail Price as set out in schedule 1;
9.1.2. Prior to installation and you agree binding Terms and Conditions with the End User that, other than the Fees and Reselling clauses, incorporates these Terms of Service;
9.1.3. You will be responsible for the delivery of the Installation Plan.
10.1. You are the owner of the Equipment purchased under this agreement.
10.2. You are responsible for keeping the Equipment in good condition and for using it as set out in the Instructions for Use as issued by us from time to time.
10.3. In relation to the Equipment you agree:
10.3.1. not to misuse, neglect or damage it;
10.3.2. not to tamper with or disassemble it or remove or obscure any labels or marking on it;
10.3.3. not to reverse engineer or attempt to reverse engineer the Sensor, nor permit any third party to reverse engineer or attempt to reverse engineer the Sensor;
10.3.4. to keep it in the agreed location and under your control;
10.3.5. not to dispose of the Equipment unless expressly authorised to do so by us;
10.3.6. to take proper care at all times to prevent the loss or theft of it; and
10.3.7. In the event that any of the Equipment is damaged, or destroyed, then You will be liable to pay the Replacement Cost to reinstate the equipment in the prior location.
11.1. All intellectual property relating to the Sensors, the Services and any outputs from them shall remain in the ownership of Beringar.
11.2. The copyright and all other intellectual property rights in the material contained on the Site and the Services, together with the website design, images and source code, belongs to us and all rights are reserved.
11.3. You warrant that you will neither:
11.3.1. resell, transfer or provide to any other person the use of or access to the Site or the Services; nor
11.3.2. allow any other person access to any password, user ID or account information held by you in connection with the Site or the Services.
11.4. We grant to you a non-transferable, non-exclusive, revocable, royalty-free licence to:
11.4.1. use the Services for commercial use in accordance with these Terms; and
11.4.2. view and print the content of your account on the Site for your personal and non-commercial use only.
12.1. We grant you an irrevocable licence to use the data we supply to you via the Dashboard and the Services for any purpose.
12.2. You grant us an irrevocable licence to use the data we collect from the Sensors for any purpose, including for research and development and for commercialisation and for use in other services and products. Any such data should not be relied upon for any purpose other than analysis of your use of the premises at which the Equipment is located.
13.2. To the extent that any of the data collected through the Sensors is Personal Data (as defined in the Data Protection Act 2018), you warrant that we are authorised and permitted to process such Personal Data in accordance with these Terms. It is acknowledged we require to do so to provide the Services and we undertake not to process such Personal Data for any other purpose.
14.1. Either Beringar or you may, without prejudice to its other rights or remedies, terminate your use of the Services under these Terms, with immediate effect by written notice to the other if the other party:
14.1.1. enters into an arrangement, compromise or composition in satisfaction of its debts with its creditors;
14.1.2. passes a resolution or makes a determination for it to be wound up except for the purposes of amalgamation or reconstruction;
14.1.3. has a winding up order or bankruptcy order made against it other than a petition for such an order which is frivolous or vexatious and is discharged, stayed or dismissed within twenty days of commencement; or
14.1.4. has appointed to it an administrator or administrative receiver.
14.2. Any notice of termination must be given in writing and served at the recipient’s registered address. Termination shall become effective on the date on which it is received at the recipient’s registered address, provided it is received during normal business hours on a Business Day. If not, it shall become effective at 9.00am on the next following Business Day.
15.1. Our aggregate liability for Loss caused or contributed to by us shall in no circumstances exceed an amount equal to the aggregate of the payments made by you to us in the preceding twelve months, whether such liability arises in contract, negligence, misrepresentation, breach of statutory duty or otherwise, save that these limitations shall not apply to any Loss suffered by you arising out of any of the following:
15.1.1. fraud on our part; or
15.1.2. death or personal injury resulting from negligence on our part.
15.2. Save as otherwise provided in these Terms neither you nor we shall be liable to each other for any loss of profit, revenue, business, goodwill or anticipated savings (whether direct or indirect) and any indirect, consequential or special damages, loss, costs, claims or expenses, howsoever arising.
15.3. You agree that, without prejudice to any other claim you have against us, you shall not bring any claim in connection with us against any director, officer or employee of Beringar in his or her personal capacity.
You shall not assign, transfer, declare a trust of the benefit of or in any other way alienate any of the rights under these terms, whether in whole or in part, without our prior written consent.
To the maximum extent permitted by law, and for the avoidance of doubt, Beringar hereby disclaims all implied warranties with regard to the Services. The Services are provided “as is” and “as available” without warranty of any kind.
These Terms shall be governed by and construed in accordance with laws of Scotland. If any provision of these Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable and shall not affect the validity and enforceability of the remaining provisions. By accepting these Terms you submit to the non-exclusive jurisdiction of the Scottish courts.
Revision 3.2 – Last Updated 11th January 2022