PART A
1. Key terms
Where to find information about us and our products
1.1. You can find everything you need to know about us, Canary Care Global Limited, trading as ‘Canary Care’ (us or Our), and our products on our website (Site) or from our sales staff before you order. Our company address is Hutwood Court Bournemouth Road, Chandler’s Ford, Eastleigh, England, SO53 3QB. Our company number is 11544425 and our VAT number is 823818422.We also confirm the key information to you in writing after you order, by email. We provide our information and documentation in English.
For existing customers, these Terms may have changed since you last reviewed them
1.2. These terms and conditions (Terms) were last updated on 29 October 2025. Every time you order Goods and Services, or additional Goods from us, the Terms in force at that time will apply to the Contract between you and us in relation to the related order.
When you buy from us you are agreeing that:
When you first place an order with us, you will be asked to purchase our products (as set out on our Site, including sensors and central hub (Hub) (Goods) and access to our user dashboard with monitoring data and analytics, including through our mobile application (Services) together. You must purchase Services with us at least once to receive the benefit of the Goods (i.e. you must buy one to receive the other). Our products do not operate with any other third-party technology. We use the term “product” to describe our goods and/or services depending on the context.
1.3. You’re responsible for a) placing the Hub in an appropriate location, and b) putting our products in the key areas you want to monitor. We can support you with choosing such placement but ultimately your decision will determine the data, analysis and notifications you receive.
1.4. You will need to pair each sensor with the Hub in accordance with any provided instructions. When you first log in to your Canary Care portal (Portal) through your browser or via our mobile application, you will begin to receive insights upon completion of set up and have the option to add alert notifications.
1.5. Where you have purchased Services, you agree to us providing the Services during the statutory cancellation period of 14 days. These Terms set out how to cancel or end the Service.
1.6. We do not provide medically diagnostic tools. If you (a Service User) or the location being monitored in which the monitored person resides (Service Subject) require medical attention, please liaise with the appropriate designated health advisor or call 111 or 999 as appropriate.
1.7. Other important terms, such as delays outside our control, your rights if something goes wrong, when we can withdraw services or otherwise end our contract with you, and how you can resolve a dispute with us, are set out in these Terms.
1.8. For the purpose of these Terms:
1.8.1. Consumer means an individual acting for purposes wholly or mainly outside that individual’s trade, business, craft or profession; and
1.8.2. Business Customer means any person (including individuals, partnerships, companies or other entities) purchasing Products for purposes relating to their trade, business, craft or profession.
1.9. For Business Customers, certain paragraphs in these Terms will not apply. Additional paragraphs will also apply. We have set out the applicable provisions for Business Customers at Annex 1, labelled “Part B”.
Contacting us
1.10. You can contact our Customer Service Team by telephone on 01865 408366 (during Monday to Friday 9.00 to 17.00 on working days (Working Hours) or at any time by email at info@canarycare.co.uk (please note however response times will be during Working Hours). Please note that our Working Hours exclude bank holidays in the UK.
2. Ordering, payment and recurring charges
We only accept orders when we’ve checked them
We will contact you to confirm we’ve received your order, and we accept it when we send you a confirmation email (Order Confirmation). We shall give your order a unique order number and inform you of it when we confirm the order. Please remember to quote the order number in all correspondence with us relating to the order.
Products can vary slightly from their pictures
2.1. A product’s true colour may not exactly match that shown on your device or in our marketing or its packaging may be slightly different.
Sometimes we reject orders
2.2. Sometimes we reject orders, for example, because a product is unexpectedly out of stock, because you are located outside the UK or because the product was mispriced by us. When this happens, we let you know as soon as possible and refund any sums you have paid.
We charge you when you order
2.3. When you place an order with us, your order process will set out the Goods, or Goods and Services you will receive from us.
Our order process explains the one-off cost for Goods and the recurring cost for Services.
2.3.1. For Services, we take payment at regular intervals, as further explained to you during the order process and as set out at paragraph 2.6. Your first payment will be taken on the date we dispatch the goods.
2.3.2. For Goods (and not including Services), you will own the Goods once we have received payment in full and they have been delivered (whichever is the later).
Services charges
2.4. Your Services subscription will automatically renew at the end of each billing period unless you cancel before the renewal date. You can cancel your subscription at any time by contacting our Customer Service Team.
Price changes for ongoing Services
2.5. We may increase the price of your ongoing Services subscription in the following circumstances:
2.5.1. to reflect increases in our costs of providing the Services, including technology, infrastructure, or regulatory compliance costs;
2.5.2. to reflect inflation, measured by the Consumer Price Index, up to a maximum of 5% per year; and/or
2.5.3. to add new features or functionality to the Services.
2.6. Your Services subscription is subject to fair usage regarding alerts. Fair usage means usage consistent with normal purposes for which the Services are intended (depending on whether you are a Consumer or a Business Customer). Usage that significantly exceeds typical customer usage patterns for your subscription tier, or that places undue strain on our systems, may be considered beyond fair usage. If your usage exceeds fair usage levels, we will: (a) notify you in writing with details of your usage levels; (b) work with you to find a solution, which may include optimising your alert settings or offering an alternative subscription tier; and (c) provide you with at least 30 days’ written notice of any proposed price increase, during which time you may cancel your subscription without penalty if you do not wish to accept the new pricing. We will not increase your charges without your express agreement or without providing you the cancellation right set out above.
2.7. We will give you at least 30 days’ written notice of any price increase, explaining the reason for the change. You may cancel your subscription without penalty at any time during the notice period. If you do not cancel, the new price will apply from your next billing date after the notice period expires.
We pass on increases in VAT
2.8. If the rate of VAT changes between your order date and the date we supply the product, and you are due to pay VAT, we will adjust the rate of VAT that you pay, unless you have already paid in full before the change in the rate of VAT takes effect.
2.9. You can check VAT relief eligibility on the HMRC website and, if appropriate, choose the VAT exemption option during the order process.
We may charge you if we need to visit a location or where you miss delivery
2.10. If we need to make a visit to a location, for installation, technical support or training, we may need to charge you an additional amount. We will ask for your written confirmation to do this before proceeding. We deliver our Goods without charge. If, however, you are unable to take delivery, the Goods may be returned to us by the carrier. Where this occurs, we reserve the right to charge you delivery costs to re-arrange delivery.
Delivery timescales
2.11. Please note that timescales for delivery and delivery charges will vary depending on the availability of the Goods and your address. Please allow for extra time for deliveries to the Scottish Highlands and Islands. Unfortunately, we do not accept orders from or deliver to addresses outside the UK. You may place an order for Products from outside the UK, but this order must be for delivery to an address in the UK.
Your order will be fulfilled by the estimated delivery date set out in the dispatch confirmation email (Dispatch Confirmation), unless there is an Event Outside Our Control (see paragraph 5.2). If we are unable to meet the estimated delivery date because of an Event Outside Our Control, we will contact you with a revised estimated delivery date.
2.12. Delivery of an Order shall be completed when we deliver the Goods to the address you gave us. We shall deliver the Goods without undue delay and in any event, within 30 days of the Dispatch Confirmation unless we both agree otherwise.
2.13. If no one is available at your address to take delivery, we will either:
2.13.1. leave you a note that the Goods have been returned to our premises, in which case, please contact us to rearrange delivery; or
2.13.2. leave you a note that the Goods have been taken to the nearest collection office of the parcel carrier that we have used to deliver the Goods, in which case, please contact the parcel carrier to arrange collection or re-delivery.
2.14. If we are not able to deliver the whole of the order at one time due to operational reasons or shortage of stock, we will deliver the order in instalments. We will not charge you extra delivery costs for this. However, if you ask us to deliver the order in instalments, we may charge you extra delivery costs. If We are late delivering an instalment or one instalment is faulty, that will not entitle You to cancel any other instalment.
2.15. The Goods will be your responsibility from the completion of delivery or from when you collect the Goods from us or the parcel carrier.
2.16. You own the Goods once we have received payment in full, including all applicable delivery charges.
Information we may require
We will need certain information from you that is necessary for us to provide the Services, for example, up to date mobile phone number, email address and other contact details. We may also require you to amend your alert notifications if this is resulting in an unusually excessive or onerous number of emails and text messages being sent. We will contact you about this. If you do not, after being asked by us, provide us with this information, or you provide us with incomplete or incorrect information, or fail to amend the alert notification criteria, we may make an additional charge of a reasonable sum to cover any extra work that is required, or we may suspend the Services by giving you written notice.
3. Your rights
You have a legal right to change your mind
3.1. Your legal right to change your mind. For most of our products bought online, or over the telephone, you have a legal right to change your mind about your purchase and receive a refund of what you paid for it, including the delivery costs (where these are applicable). This is subject to some conditions, as set out below.
3.2. When you can’t change your mind. You can’t change your mind about an order in the case of:
3.2.1. where you have used the sensors and they are not capable of resale; and/or
3.2.2. goods that are made to your specifications or are clearly personalised.
The deadline for changing your mind.
3.3. You cannot cancel only part of your initial order for Goods and Services. Because our Goods and Services are designed to work together as an integrated system and our Goods do not function without our Services, you cannot cancel only part of your initial order. If you exercise your right to cancel during the 14-day period, you must cancel both the Goods and Services together. You have the right to cancel for 14 days from the date we deliver your Goods.
3.4. Where you have an existing Services contract, you can order additional Goods and exercise your right to cancel for those Goods. If you have an existing Services contract and order additional Goods (such as extra sensors), you may cancel only those additional Goods within 14 days of their delivery, provided your existing Services contract remains in place.
3.5. Goods and Services operate together. We cannot accept returns of your initial Goods without also cancelling the associated Services, and we cannot continue to provide Services without at least some Goods remaining on the Portal. This reflects the technical reality that the products only function as a complete system, though the system can operate with fewer sensors than originally purchased.
How to let us know. To let us know you want to change your mind, contact our Customer Service Team or fill in the Cancellation Form available on our Site. If you choose to fill out our Cancellation Form we will communicate to you an acknowledgement of receipt of such cancellation on a durable medium (e.g. by email) without delay.
3.6. To meet the cancellation deadline, it is sufficient for you to send your communication concerning your exercise of the right to cancel before the cancellation period has expired.
Return of Goods are at your own cost. If your products are Goods, you must return it to us within 14 days of your telling us that you have changed your mind. Returns are at your own cost. You can send Goods back to us using an established delivery service of your choosing. If you do this you should keep a receipt or other evidence from the delivery service that proves you have sent it and when you sent it. If you don’t do this and we don’t receive the goods at all or within a reasonable time we won’t refund you the price. For help with returns, or for further information, please see our Returns Process available here.
3.7. We reduce your refund if you have used or damaged a product. If you handle the product in a way which would not be acceptable in-store, we may reduce your refund, to compensate us for its reduced value. For example, we reduce your refund if the product’s condition is not “as new”, or sealed components (e.g. door magnet backings) have been removed, the packaging is damaged or accessories are missing. In some cases, because of the way you have treated the product, no refund may be due. Our Customer Service Team can advise you on whether we’re likely to reduce your refund.
3.8. When and how we refund you. For initial orders containing both Goods and Services, we will refund you as soon as possible and within 14 days of receiving Goods back from you (or receiving evidence you’ve sent them to us). For additional Goods ordered under an existing Services contract (as described in paragraph 3.4), we will refund you within 14 days of receiving those additional Goods back from you. We refund you by the method you used for payment. We don’t charge a fee for the refund.
You can end an on-going contract (find out how)
3.9. You can end your ongoing Services contract at any time by contacting our Customer Service Team. However, because our Goods and Services operate as an integrated system, ending your Services contract will also terminate your ability to use the Goods effectively. We will confirm the cancellation process and any applicable notice periods during the order process and in writing after we’ve accepted your order.
You have rights if there is something wrong with your product
3.10. If you think there is something wrong with your Goods or Services, you must contact our Customer Service Team. We honour our legal duty to provide you with products that are as described to you on our Site and that meet all the requirements imposed by law.
Summary of your key legal rights
3.11. If your products are Goods, for example the Hub or the Canary Care sensors, the Consumer Rights Act 2015 says goods must be as described, fit for purpose and of satisfactory quality. During the expected lifespan of your product your legal rights entitle you to the following:
- Up to 30 days: if your Goods are faulty, then you can get a refund.
- Up to six months: if your Goods can’t be repaired or replaced, then you’re entitled to a full refund, in most cases.
- Up to six years: if your Goods do not last a reasonable length of time you may be entitled to some money back.
3.12. If your products are Services, for example access to the Canary Care dashboard and alert notifications, the Consumer Rights Act 2015 says:
- You can ask us to repeat or fix a service if it’s not carried out with reasonable care and skill, or get some money back if we can’t fix it.
- If a price hasn’t been agreed upfront, what you’re asked to pay must be reasonable.
- If a time hasn’t been agreed upfront, it must be carried out within a reasonable time.
4. Information on how we might change or end the offering to you
4.1. Changes we can always make. We can always change a product:
4.1.1. to reflect changes in relevant laws and regulatory requirements; and
4.1.2. to make minor technical adjustments and improvements, for example to conduct firmware updates.
These are changes that don’t affect your use of the product.
4.2. We can suspend the supply of a product. We do this to:
4.2.1. deal with technical problems or make minor technical changes;
4.2.2. update the product to reflect changes in relevant laws and regulatory requirements; or
4.2.3. make changes to the product (see paragraph 4.1).
We try to let you know, may adjust the price and may allow you to terminate.
4.3. We will try to contact you in advance to tell you we’re suspending our Services, unless the problem is urgent or an emergency.
4.4. If we suspend the Services for no longer than 24 hours, this will just be considered a service interruption with no subsequent action taken.
4.5. If we suspend the Service, or tell you we’re going to suspend the Service, for more than 24 hours, we will provide you with a credit for the period for which the Service was suspended.
4.6. If we suspend supply, or tell you we’re going to suspend supply, for more than 15 working days, you can contact our Customer Service Team to end any ongoing contract and we’ll refund any sums you have paid in advance for Services you won’t receive.
We can withdraw products
4.7. We can stop providing a product. We let you know as soon as we can if we propose to do this and we will refund any sums you’ve paid in advance for any Good or Service which won’t be provided.
We can end our contract with you
- We can end our contract with you if: (a) you don’t make any payment to us when it is due and you still don’t make payment within 14 days of us sending you a written reminder; (b) you persistently fail to provide reasonable cooperation that we need to provide the Services (such as maintaining battery power in sensors or providing access for essential maintenance), and such failure continues for more than 30 days after we have given you written notice specifying what cooperation is required; (c) you use the Services in a way that breaches these Terms and causes significant harm to our systems or other users, and you fail to remedy such breach within 14 days of written notice from us.
5. Information on our responsibility to you
What we are responsible for
5.1. Nothing in these Terms excludes or limits our liability for: (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation; (c) breach of the terms implied by sections 9, 10, 13 and 14 of the Consumer Rights Act 2015 (goods to be of satisfactory quality, fit for purpose, as described and installed correctly); (d) breach of the terms implied by sections 49 and 50 of the Consumer Rights Act 2015 (services to be performed with reasonable care and skill and within a reasonable time); (e) any other liability that cannot be excluded or limited by law.
What we are not responsible for
5.2. If our supply of your product is delayed by an event outside our control, such as failure of public or private telecommunications or electricity (power) networks (Event Outside Our Control), we will contact you as soon as possible to let you know and do what we can to reduce the delay. As long as we do this, we won’t compensate you for the delay, but if the delay is likely to be substantial (e.g. 12 consecutive weeks or more) you can contact our Customer Service Team to end the contract and receive a refund for any products you have paid for in advance, but not received.
5.3. Subject to paragraph 5.2, we are not responsible for losses you suffer caused by us breaking this contract if the loss is: (a) unforeseeable (meaning it was not obvious that it would happen and nothing you said to us before we accepted your order meant we should have expected it); (b) caused by a delaying event outside our control, provided we have taken the steps set out in paragraph 5.2; (c) avoidable (meaning something you could have avoided by taking reasonable action, such as following our installation instructions or applying recommended updates).
6. Personal data of Service Subjects and you, a Service User
6.1. You acknowledge that you are responsible for ensuring Service Subjects are appropriately informed about the monitoring service in accordance with applicable law. We rely on your confirmation that you have taken the necessary steps regarding Service Subject awareness and, where a Service Subject has rejected the monitoring service you explicitly agree that you will not install or use the service. We will (where aware) suspend our services to you the Service User if it is discovered that monitoring is taking place against a Service Subject’s wishes.
6.2. If a Service Subject withdraws their consent or objects to monitoring, please notify us promptly so we can adjust the service accordingly. We may ask you to provide reasonable evidence that appropriate steps have been taken to inform Service Subject, and you agree to cooperate with such requests.
6.3. We will not ask for or require any personal data in relation to a Service Subject. We will only process Service User personal data in order to provide our services to you. You acknowledge that you will not input or provide Personal Data of the Service Subject in your use of our services.
6.4. How we use any personal data you (the Service User) give us is set out in our applicable Privacy Notice.
7. You have several options for resolving disputes with us
7.1. Our complaints policy. Our Customer Service Team will do their best to resolve any problems you have with us or our products.
7.2. You can go to court. These Terms are governed by English law and wherever you live you can bring claims against us in the English courts. If you live in Wales, Scotland or Northern Ireland, you can also bring claims against us in the courts of the country you live in. We can claim against you in the courts of the country you live in, England or Wales.
8. Other important terms apply to our contract
8.1. We can transfer our contract with you, so that a different organisation is responsible for supplying your product. We’ll tell you in writing if this happens and we’ll ensure that the transfer won’t affect your rights under the contract. If you’re unhappy with the transfer you can contact our Customer Service Team to end the contract within 14 days of us telling you about it and we will refund you any payments you’ve made in advance for the Service which will not be provided.
8.2. You can only transfer your contract with us to someone else if we agree to this. You can make a request by contacting our Customer Service Team. We may refuse your request if the person you are transferring to does not have the appropriate Goods to support our Services.
8.3. Nobody else has any rights under this contract. This contract is between you and us. Nobody else can enforce it and neither of us will need to ask anybody else to sign-off on ending or changing it.
8.4. If a court invalidates some of this contract, the rest of it will still apply. If a court or other authority decides that some of these terms are unlawful, the rest will continue to apply.
8.5. Even if we delay in enforcing this contract, we can still enforce it later. We might not immediately chase you for not doing something (like paying) or for doing something you’re not allowed to, but that doesn’t mean we can’t do it later.
ANNEX 1
IMPORTANT: This Annex 1 modifies Part A of these Terms for Business Customers only. Where there is any conflict between Part A and this Annex 1, the provisions of this Annex 1 shall prevail for Business Customers. Consumers should disregard this Annex 1 entirely.
PART B – if you are a business customer, the following provisions will apply to your contract:
1. The following provisions in Part A do not apply to Business Customers:
1.1. Paragraph 1.6 (Permission to provide Services during the statutory cancellation period);
1.2. Paragraph 3 (Consumer rights);
1.3. Paragraph 5 (Information on our responsibility to you); and
1.4. Paragraph 7 (Options for resolving disputes with us).
2. The following provisions in Part A shall be deleted and replaced with:
2.1. Paragraph 1.5:
You will need to pair each sensor with the Hub. Upon completion of your initial purchase of our Goods and Services and our acceptance of your order, we will send login details to the designated administrator of your account (being the person identified as the administrator during the sign-up process (Administrator)). Through our Canary Care portal (Portal) accessible through a browser or via our mobile application, the Administrator and authorised users as designated by the Administrator (Service User) can receive insights and create alert notifications.
2.2. Paragraph 1.7:
We do not provide medically diagnostic tools. If an Administrator, a Service User or the location being monitored in which a Service Subject resides (Service Subject) require medical attention, please liaise with the appropriate designated health advisor or call 111 or 999 as appropriate.
2.3. Paragraphs 2.4 – 2.6:
We charge you when you order
2.4. When you place an order with us online, your order process will set out the Goods, or Goods and Services you will receive from us. For Business Customers, we may also accept orders placed by telephone, email or through our sales representatives. In such cases, we will confirm receipt of your order by sending an order confirmation email within 2 working days of receiving your order.
Our order process explains the one off cost for Goods and the recurring cost for Services.
Services commence on the date of the Dispatch Confirmation. Your first payment for the Services will be taken at the point of sale for the Goods or, for Services-only orders, one month from the order, or otherwise within 30 days of receiving an invoice if applicable. For Services provided under:
2.5.1.1. Monthly rolling contracts: We take payment monthly in advance on the anniversary of your first payment date. All subsequent payments will be taken automatically using your chosen payment method unless you provide 30 days’ written notice of cancellation;
2.5.2.2. Fixed-term contracts: Payment may be taken annually in advance or monthly in advance as specified in your order. All subsequent payments will be taken automatically using your chosen payment method unless you provide 30 days’ written notice of change of payment method.
2.5.2. For Goods (and not including Services), you will own the Goods once we have received payment in full and they have been delivered (whichever is the later).
Services Subscription Terms for Business Customers
2.6. Your Services may be provided on either a monthly rolling basis or fixed-term contract, as specified in your order.
Fixed-term contracts will be clearly identified in your order confirmation. Your Services subscription will automatically renew for successive 12-month periods unless either party gives 30 days’ written notice before the end of the then-current term.
2.6.1. For rolling monthly contracts, your Services subscription will automatically renew at the end of each billing period unless you cancel with 30 days’ written notice. You can request to change from a rolling monthly contract to a fixed-term contract by contacting our Customer Service Team.
Termination Rights for Business Customers
The Services contract may be terminated for the following reasons:
2.7A Either party may terminate the Services contract by giving 60 calendar days’ written notice.
2.7B We may terminate immediately if you breach these Terms and fail to remedy the breach within 14 days of written notice.
2.7C You may terminate immediately if we materially breach these Terms and fail to remedy within 14 days of your written notice.
2.7D Upon termination, you remain liable for all charges incurred up to the date which we cease providing Services.
Effect of Termination
2.7E Upon termination:,
a) all outstanding amounts become immediately due; and
b) we will cease providing Services within 30 days.
2.7F The provisions in these Terms relating to liability, confidentiality and data protection will survive termination.
2.4. Paragraph 2.13:
We deliver our Goods without charge unless special arrangements are required (in which case additional charges may apply). If however you are unable to take delivery, the Goods may be returned to us by the carrier. Where this occurs, we reserve the right to charge you delivery costs to re-arrange delivery.
2.5. Paragraph 2.16:
Your order will be fulfilled by the estimated delivery date set out in the Dispatch Confirmation. If we are unable to meet the estimated delivery date, we will contact you with a revised estimated delivery date.
2.6. Paragraphs 4.3-4.6:
We try to let you know, may adjust the price and may allow you to terminate.
We will use reasonable endeavours to ensure the Services are available 99.5% of each calendar month, excluding planned maintenance, updates, bug fixes, development, repair, testing and Events Outside Our Control.
2.7. Paragraphs 6.1 – 6.4:
6.1. You acknowledge that you are responsible for ensuring Service Subjects are appropriately informed about the monitoring service in accordance with applicable law. We rely on your confirmation that you have taken the necessary steps regarding Service Subject awareness and, where a Service Subject has rejected the monitoring service you explicitly agree that you will not install or use the service. We will (where aware) suspend our services to you (the Service User or Administrator) if it is discovered that monitoring is taking place against the Service Subject’s wishes. You shall ensure that your Administrator and Authorised Service Users comply with this paragraph. You will indemnify and hold us harmless against any and all loss, damage, costs or expenses that we or our group companies incur arising from your failure to obtain proper consent form End Users for data processing, your breach of data protection laws in connection with the Services and/or any claim by a Service Subject relating to processing of their personal data where you have failed to comply with your obligations under these Terms.
6.2. Additionally, Business Customers must abide by the terms set out in Schedule 1 to this Annex.
6.3. If a Service Subject withdraws their consent or objects to monitoring, please notify us promptly so we can adjust the service accordingly. We may ask you to provide reasonable evidence that appropriate steps have been taken to inform Service Subject, and you agree to cooperate with such requests.
6.4. How we use any personal data you give us is set out in our applicable Privacy Notice.
2.8. Paragraphs 8.1-8.2:
Other important terms apply to our contract
8.1. We can transfer our contract with you, so that a different organisation is responsible for supplying your product. We’ll tell you in writing if this happens.
8.2. You can only transfer your contract with us to someone else if we agree to this. You may transfer your contract to another business entity with our prior written consent (not to be unreasonably withheld), provided that the transferee has appropriate premises and technical capabilities to use the Products, the transferee agrees to be bound by these Terms, all outstanding amounts are paid in full, and you provide us with 60 days’ written notice of the proposed transfer.
3. The following provisions apply as between a Business Customer and the Supplier:
3.1. Our Intellectual Property: (a) We retain all intellectual property rights in the Products, including software, firmware (to include the Hub and any sensors), Portal, mobile application, and related documentation. (b) You receive a non-exclusive, non-transferable licence to use our Services and Portal solely for the purposes set out in these Terms. (c) You must not: (i) copy, modify, or reverse engineer our software; (ii) remove any proprietary notices; (iii) use our intellectual property for any purpose other than using the Products.
3.2. You confirm that you have authority to bind any business on whose behalf you use our Site to purchase Products.
3.3. If you do not make any payment due to us by the due date for payment, in addition to our right to suspend providing the Services, we may charge interest to you on the overdue amount at the rate of 3% a year above the base lending rate of Barclays Bank plc from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.
3.4. All Services will be automatically suspended in the event of payment being outstanding for 30 days or more from the due date for payment.
3.5. However, if you dispute an invoice in good faith and contact us to let us know promptly after you have received an invoice that you dispute it, paragraph 3.3 of this Annex 1 will not apply for the period of the dispute.
3.6. We only supply the Products for internal use by your business, and you agree not to use the Products for any re-sale purposes.
3.7. If our supply of your Product is delayed by an event outside our control, such as failure of public or private telecommunications or electricity (power) networks (Event Outside Our Control), we contact you as soon as possible to let you know and do what we can to reduce the delay. You may terminate the agreement if we are affected by an Event Outside of Our Control which interrupts the Services for more than 12 consecutive weeks.
3.8. Nothing in these Terms limit or exclude our liability for (a) death or personal injury caused by our negligence, (b) fraud or fraudulent misrepresentation; (c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or (d) defective products under the Consumer Protection Act 1987, or (e) any other liability that cannot be excluded by law.
3.9. Subject to paragraph 3.8 of this Annex 1, we will under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
3.9.1. any loss of profits, sales, business, or revenue;
3.9.2. loss or corruption of data, information or software;
3.9.3. loss of business opportunity;
3.9.4. loss of anticipated savings;
3.9.5. loss of goodwill; or
3.9.6. any indirect or consequential loss.
3.10. Subject to paragraph 3.8 and 3.9 of this Annex 1, our total aggregate liability to you in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the greater of: (a) £1,000,000; or (b) the total amount paid by you for Products in the 12 months immediately preceding the event giving rise to the first claim.
3.11. Except as expressly stated in these Terms, we do not give any representation, warranties or undertakings in relation to the Products. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Products are suitable for your purposes.
Our Goods and Services are designed to monitor activity (or lack of it) within a residential or care setting and to notify you, your Administrator and/or your Service User by means of text message and email if there are any breaches of the alert notifications which you create when the Products are first installed and updated from time to time. The Goods and Services are not intended to be used or relied upon as an emergency alarm system or a life monitoring service, and we accept no liability for a failure of the Goods and Services if they are used for any reason other than the use stated in this paragraph.
The Goods and Services must be installed and maintained correctly, and we cannot accept liability for any failures if they are not installed and maintained correctly. This includes:
3.11.1. purchasing enough sensors to cover the premises appropriately;
3.11.2. placing the sensors in the correct locations within the premises to monitor activity;
3.11.3. ensuring that the sensors remain in the correct location and are not moved from their location or damaged, destroyed, tampered with etc. once established;
3.11.4. ensuring that the batteries to the sensors are adequately charged and replaced at regular intervals;
3.11.5. installing the Hub correctly subject to 3.14 below;
3.11.6. ensuring that an appropriate power source is continually provided to the Hub;
3.11.7. ensuring that the contact details of those who are to be contacted in the event of an alert (i.e. the mobile telephone details and emails relating to family, friends, carers, relatives etc) are correct and are kept up to date.
3.11.8. ensuring that the settings and the alert notifications are correctly established, regularly reviewed, and kept up to date on the Portal;
3.11.9. ensuring that your computer, laptop, tablet, smartphone and any other device that you use to connect to the Portal has the necessary settings enabled to access the Site; and/or
3.11.10. any other use of the system other than in accordance with the instructions which come with the Product on delivery.
3.12. It is unusual for us to install the Goods, but if we do install the Goods and/or provide Services, We will make good any damage to property caused by us in the course of installation or performance. However, we are not responsible for the cost of repairing any pre-existing faults or damage to your property that we discover in the course of installation and/or performance by us.
3.13. You acknowledge that in entering into this Contract you do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms.
3.14. Neither of us shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.
3.15. These Terms, our Privacy Notice, our website terms and conditions and our app terms and conditions constitute the entire agreement between you and us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between you and us, whether written or oral, relating to its subject matter.
3.16. Dispute Resolution for Business Customers: (a) Any dispute shall first be referred to senior management of both parties for resolution; (b) If unresolved within 30 days, disputes shall be referred to mediation under the CEDR Model Mediation Procedure; (c) If mediation fails, disputes shall be subject to the exclusive jurisdiction of the English courts; (d) These Terms are governed by English law.
Schedule 1 Data Processing particulars
Part 1: Data processing provisions
- Interpretation
The following definitions and rules of interpretation apply in this Schedule 1 (Data processing).
Definitions:
1.1. Applicable Law: the laws of England and Wales and the European Union and any other laws or regulations, regulatory policies, guidelines or industry codes which apply to the provision of the Services
1.2. Authorised Persons: the persons or categories of persons that the Customer authorises to give the Supplier personal data processing instructions as identified in Part 2 (Personal data processing purposes and details).
1.3. Business Purposes: the provision of the Services and any other purpose specifically identified in Part 2 (Personal data processing purposes and details).
1.4. Data Protection Legislation: the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party.
1.5. Data Subject: an individual who is the subject of Personal Data.
1.6. Personal Data: means any information relating to an identified or identifiable natural person that is processed by the Supplier or as a result of, or in connection with, the provision of the Services; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
1.7. Personal Data Breach: a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data transmitted, stored or otherwise processed.
1.8. Processing, processes and process: either any activity that involves the use of Personal Data or as the Data Protection Legislation may otherwise define processing, processes or process. It includes any operation or set of operations which is performed on personal data or on sets of personal data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction. Processing also includes transferring Personal Data to third parties.
1.9. Services: the services to be delivered by the Supplier to the Customer as more particularly set out in the agreement.
1.10. International Data Transfer Agreement (IDTA): replace the European Commission’s Standard Contractual Clauses for the international transfer of Personal Data from the UK to processors in countries without essentially equivalent privacy laws (controller-to-processor transfers).
1.11. UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
1.12. Other words and expressions defined in the agreement shall have the same meaning in this Schedule 1 (Data processing).
2. Personal data types and processing purposes
The Parties acknowledge that for the purpose of the Data Protection Legislation, you are the controller and we are the processor.
2.1. You retain control of the Personal Data and remains responsible for its compliance obligations under the applicable Data Protection Legislation, including providing any required notices and obtaining any required consents, and for the processing instructions it gives to the Supplier.
2.2. Part 2 (Personal data processing purposes and details) describes the subject matter, duration, nature and purpose of processing and the Personal Data categories and Data Subject types in respect of which the Supplier may process to fulfil the Business Purposes.
3. Supplier’s obligations
3.1. We will only process the Personal Data to the extent, and in such a manner, as is necessary for the Business Purposes in accordance with your written instructions. We will not process the Personal Data for any other purpose or in a way that does not comply with this Schedule 1 (Data processing) or the Data Protection Legislation. We will promptly notify you if, in our opinion, your instruction would not comply with the Data Protection Legislation.
3.2. We will promptly comply with your requests or instruction requiring us to amend, transfer, delete or otherwise process the Personal Data, or to stop, mitigate or remedy any unauthorised processing.
3.3. We will maintain the confidentiality of all Personal Data and will not disclose Personal Data to third parties unless you or this Schedule 1 (Data processing) specifically authorises the disclosure, or as required by law. If a law, court, regulator or supervisory authority requires us to process or disclose Personal Data, we will first inform you of the legal or regulatory requirement and give you the opportunity to object or challenge the requirement, unless the law prohibits such notice.
3.4. We will reasonably assist you with meeting your compliance obligations under the Data Protection Legislation, taking into account the nature of our processing and the information available to the us, including in relation to Data Subject rights, data protection impact assessments and reporting to and consulting with supervisory authorities under the Data Protection Legislation.
3.5. We will promptly notify you of any changes to Data Protection Legislation that may adversely affect our performance of our obligations under this agreement.
3.6. We will only collect Personal Data for you, using a notice or method that you specifically pre-approves in writing, which contains an approved data privacy notice informing the Data Subject of your identity and its appointed data protection representative, the purpose or purposes for which their Personal Data will be processed, and any other information that, having regard to the specific circumstances of the collection and expected processing, is required to enable fair processing. We will not modify or alter the notice in any way without your prior written consent.
4. Our employees
4.1. We will ensure that all of our Personnel:
a) are informed of the confidential nature of the Personal Data and are bound by confidentiality obligations and use restrictions in respect of the Personal Data;
b) have undertaken training on the Data Protection Legislation relating to handling Personal Data and how it applies to their particular duties; and
c) are aware both of our duties and their personal duties and obligations under the Data Protection Legislation and this Schedule 1 (Data processing).
4.2. We will take reasonable steps to ensure the reliability, integrity and trustworthiness of and conduct background checks consistent with Applicable Law on all of our employees (including but not limited to our Personnel) with access to the Personal Data.
5. Security
5.1. We will at all times implement appropriate technical and organisational measures against unauthorised or unlawful processing, access, disclosure, copying, modification, storage, reproduction, display or distribution of Personal Data, and against accidental or unlawful loss, destruction, alteration, disclosure or damage of Personal Data. We will document those measures in writing and periodically review them to ensure they remain current and complete, at least annually.
5.2. We will implement such measures to ensure a level of security appropriate to the risk involved, including as appropriate:
a) the pseudonymisation and encryption of personal data;
b) the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services;
c) the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident; and
d) a process for regularly testing, assessing and evaluating the effectiveness of security measures.
6. Personal Data Breach
6.1. We will promptly and without undue delay notify you if any Personal Data is lost or destroyed or becomes damaged, corrupted, or unusable.
6.2. We will immediately and without undue delay notify you if we become aware of:
a) any accidental, unauthorised, or unlawful processing of the Personal Data; or
b) any Personal Data Breach.
6.3. Where we become aware of paragraph Schedule 1Part 6.2(a) and/or paragraph Schedule 1Part 6.2(b) above, we shall, without undue delay, also provide you with the following information:
a) description of the nature of paragraph Schedule 1Part 6.2(a) and/or paragraph Schedule 1Part 6.2(b) including the categories and approximate number of both Data Subjects and Personal Data records concerned;
b) the likely consequences; and
c) description of the measures taken or proposed to be taken, to address paragraph Schedule 1Part 6.2(a) and/or paragraph Schedule 1Part 6.2(b) including measures to mitigate its possible adverse effects.
6.4. Immediately following any unauthorised or unlawful Personal Data processing or Personal Data Breach, the parties will co-ordinate with each other to investigate the matter. We will reasonably co-operate with you in your handling of the matter, assisting with any investigation.
6.5. We will not inform any third party of any Personal Data Breach without first obtaining your prior written consent, except when required to do so by law.
6.6. We agree that you have the sole right to determine:
a) whether to provide notice of the Personal Data Breach to any Data Subjects, supervisory authorities, regulators, law enforcement agencies or others, as required by law or regulation or in your discretion, including the contents and delivery method of the notice; and
b) whether to offer any type of remedy to affected Data Subjects, including the nature and extent of such remedy.
6.7. We will cover all reasonable expenses associated with the performance of the obligations under paragraph 6.2 and paragraph 6.4 unless the matter arose from your specific instructions, negligence, wilful default or breach of this Schedule 1 (Data processing), in which case you will cover all reasonable expenses.
7. Cross-border transfers of personal data
7.1. We (or any subprocessor) will not transfer or otherwise process Personal Data outside the European Economic Area (EEA) without obtaining your prior written consent.
7.2. Where such consent is granted, we may only process, or permit the processing, of Personal Data outside the EEA under the following conditions:
a) We are processing Personal Data in a territory which is subject to a current finding by the European Commission under the Data Protection Legislation that the territory provides adequate protection for the privacy rights of individuals. or
b) We participate in a valid cross-border transfer mechanism under the Data Protection Legislation, so that we (and, where appropriate, you) can ensure that appropriate safeguards are in place to ensure an adequate level of protection with respect to the privacy rights of individuals as required by Article 46 of the General Data Protection Regulation ((EU) 2016/679). or
c) the transfer otherwise complies with the Data Protection Legislation.
7.3. If any Personal Data transfer between you and us requires execution of an IDTA in order to comply with the Data Protection Legislation (where you are the entity exporting Personal Data to us outside the EEA), the parties will complete all relevant details in, and execute the IDTA and take all other actions required to legitimise the transfer.
8. Complaints, data subject requests and third-party rights
8.1. We will take such technical and organisational measures as may be appropriate, and promptly provide such information to you as you may reasonably require, to enable you to comply with:
a) the rights of Data Subjects under the Data Protection Legislation, including subject access rights, the rights to rectify and erase personal data, object to the processing and automated processing of personal data, and restrict the processing of personal data; and
b) information or assessment notices served on you by any supervisory authority under the Data Protection Legislation.
8.2. We will notify you immediately if we receive any complaint, notice or communication that relates directly or indirectly to the processing of the Personal Data or to either party’s compliance with the Data Protection Legislation.
8.3. We will notify you within 5 Business Days if we receive a request from a Data Subject for access to their Personal Data or to exercise any of their related rights under the Data Protection Legislation.
8.4. We will give you our full co-operation and assistance in responding to any complaint, notice, communication, or Data Subject request.
8.5. We will not disclose the Personal Data to any Data Subject or to a third party other than at your request or instruction, as provided for in this Schedule 1 (Data processing) or as required by law.
9. Data return and destruction
9.1. At your request, we will give you a copy of or access to all or part of your Personal Data in our possession or control in the format and on the media reasonably specified by you.
9.2. Without prejudice to the clause dealing with the consequences of termination and any exit plan, on termination of this agreement for any reason or expiry of its term, we will securely delete or destroy or, if directed in writing by you, return and not retain, all or any Personal Data related to this agreement in our possession or control, except for one copy that we may retain and use for the minimum period required by the Appliable Law for audit purposes only.
9.3. If any law, regulation, or government or regulatory body requires us to retain any documents or materials that we would otherwise be required to return or destroy, we will notify you in writing of that retention requirement, giving details of the documents or materials that it must retain, the legal basis for retention, and establishing a specific timeline for destruction once the retention requirement ends.
9.4. We will certify in writing that we have destroyed the Personal Data within 5 Business Days after it completes the destruction.
10. Records
10.1. We will keep detailed, accurate and up-to-date written records regarding any processing of Personal Data we carry out for you, including but not limited to, the access, control and security of the Personal Data, approved subcontractors and affiliates, the processing purposes, categories of processing, any transfers of personal data to a third country and related safeguards, and a general description of the technical and organisational security measures (Records).
10.2. We will ensure that the Records are sufficient to enable you to verify our compliance with our obligations under this Schedule 1 (Data processing) and we will provide you with copies of the Records upon request.
Part 2: Personal data processing purposes and details
Subject matter of processing: The provision of our services to you as set out in this agreement.
Duration of Processing: For the duration of the agreement
Nature of Processing: Consent: the processing is necessary to carry out services where you have consent to do so.
Personal Data Categories: Personal data and special category data, ranging from, but not limited to; name, contact details, health & biometric.
Data Subject Types: Your customers