STANDARD TERMS AND CONDITIONS OF SALE
Insight Controls Limited
Version 2.0 – April 2026
Definitions
'the Purchaser' means the recipient of the Quotation.
'the Seller' means Insight Controls Limited.
'the Quotation' means any documentation from the Seller describing the Conditions or the Specifications. 'the Contract' means goods or services or labour as described in the Quotation.
'the Conditions' means terms & conditions as set out in this document.
'the Specifications' includes all plans, software, drawings, quotations, data, or other information. 'Practical Completion' means the stage at which the goods or services are sufficiently complete for their intended purpose, notwithstanding minor snagging.
1. General
1.1 These Conditions constitute the sole terms and conditions of the Contract between the Seller and the Purchaser.
1.2 Prevalence of Terms: These Conditions apply to the Contract to the exclusion of any other terms that the Purchaser seeks to impose. Any standard terms in the Purchaser's documentation are expressly excluded. 1.3 No variation shall be binding unless agreed in writing by authorised representatives.
2. Principal Definitions & Milestones
2.1 Contract Commencement: Begins on the date the purchase order is received.
2.2 Project Commencement: Work begins on the date cleared funds for the deposit are received. 2.3 Practical Completion Date: The date Practical Completion is achieved, certified in writing or by first use.
3. Price & Specification Amendments
3.1 Prices are based on market rates. The Seller may pass on costs for unforeseen material rises exceeding 3%.
3.2 Written Agreement for Changes: Any amendments to Specifications or Price must be agreed in writing before work proceeds.
4. Payment
4.1 Deposits are non-refundable and due within 7 days. Standard invoices are due within 14 days unless otherwise agreed in writing.
4.2 Late Payment: Statutory interest and recovery costs apply under the Late Payment of Commercial Debts (Interest) Act 1998.
5. Title, Risk & Remote Deactivation
5.1 Risk passes on delivery; Title passes only on full payment.
5.2 Remote Deactivation: Following a Payment Default (30 days past due) and a 14-day written notice period, the Seller may remotely deactivate software.
6. Intellectual Property (IP)
6.1 All IP and software code remain the property of the Seller. Upon full payment, the Purchaser is granted a limited, non-transferable, non-sublicensable licence for use within their own operations only.
7. Purchasers' Responsibilities
7.1 The Purchaser is responsible for site readiness, provision of accurate technical data, health and safety, and obtaining all necessary licences and permissions.
8. Confidentiality
8.1 Both parties agree to protect non-public information for the duration of the Contract and for three (3) years following its termination. This obligation does not apply to information that is or becomes publicly available through no fault of the receiving party.
9. Warranty
9.1 New Equipment: 12-month warranty from Practical Completion covering defects due to faulty materials or workmanship.
9.2 Refurbished Equipment: 1-month warranty from Practical Completion covering defects due to faulty materials or workmanship.
9.3 Exclusions: Warranty does not cover consumables or damage caused by negligence or lack of specified maintenance.
9.4 Unauthorised Modifications: Any modification or repair by an unauthorised third party voids the warranty immediately.
10. Limitation of Liability
10.1 Aggregate liability is limited to the refund of the purchase price. No liability for consequential loss or loss of profit.
11. Termination
11.1 Termination for Cause: Either party may terminate the Contract with immediate effect by written notice if: (i) the other party commits a material breach that is capable of remedy and fails to remedy it within 14 days of written notice specifying the breach; (ii) the other party commits a material breach that is not capable of remedy; or (iii) the other party becomes insolvent, enters administration, receivership, liquidation, or makes any arrangement with its creditors.
11.2 Termination for Convenience: The Purchaser may terminate the Contract on 30 days' written notice to the Seller. In such event, the Purchaser shall pay: (i) all costs and expenses properly incurred by the Seller up to the date of termination; (ii) the cost of any materials or components ordered or committed to by the Seller; and (iii) a sum representing the Seller's anticipated profit on the uncompleted portion of the works, calculated at the margin applied to the original Quotation.
11.3 Consequences of Termination: On termination for any reason: (i) the Purchaser shall immediately pay all outstanding sums due to the Seller; (ii) each party shall return or destroy the other's confidential information on request; (iii) any licences granted under Clause 6 shall immediately terminate if termination arises from Purchaser default; (iv) clauses which by their nature should survive termination shall continue in force, including Clauses 6, 8, 9, 10, and 14.
12. Remote Access & Cybersecurity
12.1 The Purchaser must provide a secure connection for any remote access. The Seller is not liable for downtime, data loss, or damage arising from vulnerabilities in the Purchaser's network infrastructure or third-party cyber incidents.
13. Data Protection (GDPR)
13.1 Compliance: Each party shall comply with all applicable data protection legislation including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.
13.2 Controller and Processor: Where the Seller accesses or processes personal data held by the Purchaser in the course of performing the Contract, the Purchaser is the Data Controller and the Seller acts as Data Processor. The Seller shall process such data only on the documented instructions of the Purchaser and for no other purpose.
13.3 Processor Obligations: The Seller shall: (i) implement appropriate technical and organisational measures to protect personal data against unauthorised or unlawful processing, accidental loss, destruction, or damage; (ii) not transfer personal data outside the UK without the Purchaser's prior written consent; (iii) notify the Purchaser without undue delay on becoming aware of a personal data breach; (iv) on termination of the Contract, at the Purchaser's election, securely delete or return all personal data processed on behalf of the Purchaser.
13.4 Sub-processors: The Seller shall not engage any sub-processor to process the Purchaser's personal data without prior written consent from the Purchaser.
14. Dispute Resolution
14.1 A tiered resolution process applies: (i) 21 days of good-faith negotiation between senior representatives; (ii) formal mediation via CEDR if negotiation fails; (iii) litigation in the English courts as a last resort.
15. Force Majeure
15.1 Neither party shall be liable for failure to perform obligations due to events beyond their reasonable control, including but not limited to global supply chain disruptions, natural disasters, pandemics, or government action. The affected party must notify the other in writing as soon as practicable.
16. Governing Law
16.1 This Contract is governed by the laws of England. The parties submit to the non-exclusive jurisdiction of the English courts.