Terms & Conditions
ApiSentinel Group - General Terms & Conditions
These General Terms & Conditions set out the basis on which services are provided by the ApiSentinel Group. They apply to all services provided by any member of the ApiSentinel Group, with the specific group entity providing the services being identified in the relevant order form, work order or quotation. Any terms or conditions referred to, enclosed with, or incorporated into any purchase order, order confirmation, framework agreement, or other document issued by the Client (“Client Terms”) shall not apply.
1. INTERPRETATION
1.1 In these Conditions, the definitions set out below and in the Order Form shall apply:
Affiliate: any entity under common control with a party.
Business Day: a day other than a weekend or public holiday in England.
Cancellation Fee: the fee which the Client is liable for when cancelling the agreed Services under clause 6.2.
Client: as defined in the Order Form.
Client Default: has the meaning given in clause 5.2.
Commencement Date: has the meaning given in clause 2.2.
Conditions: these terms and conditions as amended from time to time in accordance with clause 15.8
Contract: the contract between the Supplier and the Client for the Services, made up of the Order Form and the Conditions.
Data Protection Laws: all applicable laws relating to the processing of personal data, including the UK GDPR and Data Protection Act 2018.
Deliverables: as set out in the Order Form.
Equipment: all hives, monitoring devices, tools, materials and other equipment provided by the Supplier in connection with the Services.
Intellectual Property Rights: all intellectual property rights, whether registered or unregistered, including patents, copyright, trademarks, trade names, domain names, design rights, database rights, software rights, rights in confidential information (including knowhow and trade secrets), goodwill and the right to sue for passing off or unfair competition, together with all applications, renewals and extensions of such rights, anywhere in the world.
Order Form: means the document (titled “Proposal” or otherwise) issued by the Supplier and accepted by the Client, setting out the Services, Site details and Fees, which forms part of the Contract.
Personal Data: has the meaning given to it under Data Protection Law.
Scafftag: a tag placed on scaffolding to show when scaffolding is, and is not, safe to use.
Services: the services to be supplied by the Supplier to the Client as set out in the Order Form.
Site: the premises as detailed in the Order Form.
Supplier: means the entity identified as the supplier in the Order Form.
Supplier Materials: as set out in clause 6(h).
Term: the period set out in the Order Form, including the Initial Term and any Renewal period.
1.2 Interpretation:
(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
(b) A reference to a party includes its personal representatives, successors and permitted assigns.
(c) Any reference to a law includes that law as updated from time to time, along with any related regulations made under it.
(d) Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
(e) A reference to writing or written includes emails.
2. BASIS OF CONTRACT
2.1 The Order Form constitutes an offer by the Client to purchase Services in accordance with these Conditions.
2.2 The Order Form is accepted when the Client confirms in writing. On that date, the contract starts (the Commencement Date). The Conditions apply to any Services the Supplier provides, even if they are provided before that acceptance.
2.3 Subject to any termination right in these Conditions, the Contract shall continue in force for the Term, including (as a minimum) any Initial Term and any subsequent Renewal period set out in the Order Form.
2.4 Any samples, drawings, descriptive matter, or advertising issued by the Supplier and any illustrations or descriptions of the Services contained in the Supplier’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services. They shall not form part of the Contract or have any contractual force.
2.5 These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.6 Any proposal provided in an Order Form given by the Supplier is only valid for a period of 28 Days from its date of issue.
2.7 The Supplier may perform the Services itself or through its Affiliates or subcontractors. The Supplier shall remain responsible for the performance of the Services notwithstanding the use of any Affiliate or subcontractor.
2.8 If there is any conflict between these Conditions and the Order Form, these Conditions shall prevail.
2.9 The Supplier may update these Conditions from time to time upon written notice to the Client, provided that such changes are allowed by law. Updated Conditions shall apply from the date specified in the notice.
3. SUPPLIER EQUIPMENT
3.1 The Equipment shall remain the property of the Supplier at all times.
3.2 The risk in the Equipment supplied by the Supplier shall pass to the Client on completion of delivery at Site.
3.3 The Client shall be responsible for any loss of or damage to the Equipment to the extent caused by the Client or anyone under its control.
3.4 The Client shall keep the Equipment safe, shall not move, tamper with, remove or interfere with it, and shall ensure that no third party does so.
3.5 The Client shall (where applicable):
(a) ensure the Equipment remains readily identifiable as the Supplier’s property;
(b) not remove, deface, or obscure any identifying mark or packaging on or relating to the Equipment;
(c) keep the Equipment insured against all risks for the full price on the Supplier’s behalf from the date of delivery;
(d) notify the Supplier immediately if it becomes subject to any of the events listed in this clause 3.5; and
(e) give the Supplier such information relating to the Equipment as the Supplier may require from time to time.
3.6 The Supplier may, on reasonable notice, enter the Site to inspect, maintain, replace or recover any Equipment. The Supplier may do so immediately where reasonably necessary for safety, non-payment, suspension or termination of the Services.
4. SUPPLY OF SERVICES
4.1 Any dates given by the Supplier for the performance of the Services are estimates only and time shall not be of the essence.
4.2 The Client acknowledges that the Services involve live bees and are subject to seasonal, environmental and biological factors outside the Supplier’s control. The Supplier shall perform the Services with reasonable skill and care, but outcomes may vary depending on site conditions, weather, colony health and other circumstances outside the Supplier’s control.
4.3 Access equipment may be included as part of the Order Form. Unless otherwise agreed in writing, the Supplier shall not use any scaffolding or access equipment that has not be procured and installed by the Supplier. Where scaffolding is pre-existing at the site at the time the Services are requested (e.g. as part of other construction or maintenance works), the Supplier may at its discretion consider using such scaffolding. The Client, in such circumstances, shall ensure the scaffolding conforms to the following minimum standards including (without limitation): (a) a correctly completed and in date Scafftag; (b) a valid hand over certificate; (c) the inclusion of a roped pulley; and (d) compliance with all applicable safety requirements reasonably required by the Supplier. Notwithstanding the foregoing, the Supplier reserves the right to refuse to use any pre-existing scaffolding if it considers, in its sole opinion, the scaffolding to be unsafe, unsuitable or otherwise inappropriate for the performance of the Services. Where the Supplier arrives at site and refuses to use pre-existing scaffolding, the Services shall be deemed aborted at no fault of the Supplier and the full agreed fee (including any call-out charges) shall remain payable by the Client,
4.4 If the Client requires any additional Services not included in the Order Form, a request shall be submitted to the Supplier for their agreement and an additional Order Form.
4.5 The Supplier may amend the Services where necessary to comply with any applicable law or regulatory requirement, or where the amendment does not materially affect the nature or quality of the Services. The Supplier shall notify the Client of any such amendment.
4.6 The Supplier may, without liability, suspend the provision of the Services (in whole or in part) if the Client fails to pay any sums due under this Contract or any other agreement between the parties. The Supplier shall not be required to resume the Services until all outstanding amounts have been paid in full.
4.7 The Supplier may deliver the Services in one or more consignments, phases or visits at the Supplier’s sole discretion,unless the parties expressly agree otherwise in writing.
4.8 Unless expressly agreed otherwise in writing, the Supplier does not warrant or guarantee:
(a) hive survival, activity or performance;
(b) successful live removal or relocation of every colony;
(c) any particular biodiversity, sustainability, pollination or environmental outcome; or
(d) any tax, reporting or accreditation outcome arising from the Services.
4.9 The Supplier may take such steps as it considers reasonably necessary to ensure the safety of its personnel and others at or near the Site. Where the Supplier reasonably considers it necessary for safety reasons, it may take appropriate action to control or manage a colony, including, in rare cases, the euthanising of a colony. The Supplier will use reasonable endeavours to avoid such action where appropriate.
4.10 Where the Services involve bee removal, the Supplier will use reasonable endeavours to carry out live removal where appropriate and reasonably practicable. The Client acknowledges that, due to factors including disease, site conditions, colony health and safety considerations, it may not be possible to preserve or successfully relocate every colony.
4.11 The Supplier shall have no responsibility for any deficiency arising from the Client’s acts or omissions, thirdparty interference, environmental or other factors outside the Supplier’s control, or failure by the Client to follow the Supplier’s reasonable instructions.
4.12 The Supplier shall maintain such insurance as is reasonable and appropriate for the nature of its business and the Services.
4.13 If the Client considers that any Services do not comply with this Contract the Client must notify the Supplier in writing within 30 days of completion of the relevant Services, providing full and reasonable particulars of the alleged deficiency. The Supplier shall have no liability for any deficiency that is not notified in accordance with this clause. Upon valid notice, the Supplier shall, at its sole discretion, either (a) reperform the affected Services, or (b) provide an alternative remedy that it considers reasonably equivalent. The Supplier shall use reasonable endeavours to complete any remedial work within 30 days of receipt of the notice, or such other timeframe as agreed in writing between the parties.
4.14 The remedies set out in this clause are the Client’s sole and exclusive remedies for any alleged deficiency in the Services.
5. CLIENT’S OBLIGATIONS
5.1 The Client shall:
(a) ensure that the terms of the Order Form are complete and accurate;
(b) co-operate with the Supplier in all matters relating to the Services;
(c) provide the Supplier with full and clear access to any Site;
(d) ensure that the work area on Site (where the Services are to be supplied), is free of obstructions and valuables. The Supplier will not be liable for any damage or loss as a result of the Client’s failure to comply;
(e) provide the Supplier with such information and materials as the Supplier may reasonably require to supply the Services, and ensure that such information is complete and accurate in all material respects;
(f) ensure that the Supplier is safe on site (including from third parties). Failure to do so may result in the Supplierpostponing the Services;
(g) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start and provide evidence on request;
(h) keep all materials, equipment, documents, and other property of the Supplier (Supplier Materials) at the Client’s premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier’s written instructions or authorisation;
(i) provide the Supplier with all relevant Notification periods, in good time;
(j) where Client employees, contractors or visitors are present on site while the Supplier is performing the Services, ensure they do not interfere with, delay or impact the Supplier’s performance of the Services. The Supplier shall not be liable for any failure or delay caused by the acts or omissions of such personnel. and
(k) comply with all applicable laws, including health and safety laws.
5.2 If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):
(a) without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays the Supplier’s performance of any of its obligations;
(b) the Supplier shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause 6.2;
(c) the Client shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Client Default.
6. FEES AND PAYMENT
6.1 The Fees for the Services shall be as set out in the Order Form. Unless otherwise stated in the Order Form:
(a) one off service fees shall be payable in cleared funds either prior to the commencement or, if agreed by the Supplier, in full upon completion and within 14 days of the Suppliers invoice, whichever is earlier; and
(b) subscription fees shall be payable in advance at the intervals stated in the Order Form.
The Supplier shall have no obligation to commence or continue the Services unless payment has been received in accordance with this clause.
6.2 If the Client cancels the agreed Services within 7 calendar days of the agreed Service Commencement Date, they will be liable to pay a cancellation fee of 50% of the total value of the Services (Cancellation Fee).
6.3 The Client shall pay each invoice submitted by the Supplier by Cash or by Direct Bank Transfer, Card payment or BACS in full and in cleared funds to a bank account nominated in writing by the Supplier. Time for payment shall be of the essence of the Contract.
6.4 All Fees are inclusive of VAT, which shall be charged (where applicable) at the prevailing rate and identified separately on the invoice. VAT shall be payable at the same time as the fees for the relevant Services.
6.5 If the Client fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier’s remedies under clause 12, the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue daily at 4% for sole traders or 8% for any corporate client above the Bank of England’s base rate from time to time.
6.6 The Supplier is permitted to claim, and the Client is liable to pay any and all fees, charges and costs relating to the instruction of debt collection/recovery agents and/or solicitors in the recovery of outstanding debts owed under the Contract
6.7 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
7. INTELLECTUAL PROPERTY RIGHTS
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7.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Client) shall be owned by the Supplier.
7.2 The Supplier grants to the Client, or shall procure the direct grant to the Client, of a fully paid-up, worldwide, non-exclusive, non-transferable, royalty-free licence during the term of the Contract to copy the Deliverables (excluding materials provided by the Client) for the purpose of receiving and using the Services and the Deliverables in its business, for the period of the contract only.
7.3 The Client grants the Supplier a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Client to the Supplier for the term of the Contract for the purpose of providing the Services to the Client.
8. DATA PROTECTION AND DATA PROCESSING
8.1 Each party shall comply with applicable Data Protection Laws in connection with the performance of its obligations under this Contract.
8.2 The parties do not anticipate that the Supplier will process Personal Data on behalf of the Customer in connection with the Services. To the extent that any Personal Data is processed, each party shall act as an independent controller and shall be responsible for its own compliance with Data Protection Laws.
9. CONFIDENTIALITY
9.1 Each party undertakes that it shall not at any time during the Contract, and for a period of five years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, Client’s, or Client’s Suppliers of the other party, except as permitted by clause 9.2.
9.2 Each party may disclose the other party’s confidential information:
(a) to its employees, officers, representatives, subcontractors, or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 9; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
9.3 Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
10. LIMITATION OF LIABILITY
10.1 Nothing in the Contract shall limit or exclude either party’s liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents, or subcontractors;
(b) fraud or fraudulent misrepresentation; or
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.
10.2 Subject to clause 10.1, the Supplier shall not be liable to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of or damage to goodwill;
(f) any indirect or consequential loss, or
(g) any loss, damage, delay or failure arising from: (i) environmental, weather, seasonal or biological factors affecting bees or hive conditions; (ii) any act or omission of the Client or any third party at the Site; (iii) the Client’s interference with any hive, colony, equipment or Supplier Materials; (iv) inaccurate or incomplete information provided by the Client; or (v) any pre-existing condition of the Site or property.
10.3 Subject to clause 10.1, the Supplier’s total liability to the Client, whether in contract, tort (including negligence), breach of statutory duty or otherwise, arising under or in connection with the Contract, shall be limited to 100% of the total charges paid under the Contract.
10.4 Except to the extent required by law, all statutory and implied warranties, conditions and other terms are excluded from this Contract.
10.5 The Supplier’s Affiliates, and their respective employees, agents and subcontractors, shall be entitled to rely on and enforce the limitations and exclusions of liability set out in this Clause 10 as if they were a party to the Contract.
10.6 This Clause 10 shall survive termination of the Contract.
11. TERMINATION
11.1 Without affecting any other right or remedy available to it, either party may terminate the Contract prior to commencement by giving the other party written notice. If the Client terminates the Contract within 7 days of the Services Commencement Date they will be liable for the Cancellation Fee as per clause 6.2.
11.2 Without affecting any other right or remedy available to it, Supplier may terminate the Contract with immediate effect by giving written notice to the other party if:
(a) the Client commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 24 hours of that party being notified in writing to do so;
(b) the Client fails to pay any amount due under the Contract on the due date for payment;
(c) the Client takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
(d) the Client (where applicable) suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business;
(e) the Client’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
(f) there is a change of control of the Client.
11.3 Without affecting any other right or remedy available to it, the Client may terminate the Contract by providing 14 days written notice to the Supplier if:
(a) the Supplier commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within 30 days after receipt of notice in writing to do so;
(b) the Supplier takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
(c) the Supplier suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.
11.4 Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services under the Contract or any other contract between the Client and the Supplier, if the Client fails to pay any amount due under the Contract on the due date for payment, the Client becomes subject to any of the events listed in clause 11.2, or the Supplier reasonably believes that the Client is about to become subject to any of them.
12. CONSEQUENCES OF TERMINATION
12.1 On termination of the Contract:
(a) the Client shall immediately pay to the Supplier:
(i) any applicable Cancellation Fee; or
(ii) all outstanding sums due to the Supplier;
(b) the Supplier may enter the Site on reasonable notice to remove any hives, Equipment, materials or other property belonging to the Supplier; and until such removal the Client shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract;
(c) the Client shall provide all reasonable access and assistance required for the above mentioned removal.
12.2 Termination or expiry of the Contract shall not affect any rights, remedies, obligations, or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
12.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
13. FORCE MAJEURE
13.1 Neither party shall be liable for failure to perform, nor be deemed to be in default, under this Contract for any delay or failure in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, acts of Governmental authorities, acts of terrorism, natural catastrophe, fire, storm, flood, earthquake, riot, insurrection, civil disturbance, sabotage, embargo, blockade, acts of war, accident, pandemics, epidemics, lightning damage, electromagnetic interference, radio interference, strikes, industrial dispute, supply chain disruption, power failure or any other cause beyond its reasonable control.
14. GENERAL
14.1 Assignment and other dealings
(a) The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
(b) The Client shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract.
14.2 Notices
(a) Any notice given under or in connection with the Contract shall be in writing and delivered by hand or by pre-paid first-class post at its principal place of business; or sent by email to the address specified in the Order Form.
(b) Any notice shall be deemed to have been received: if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; if sent by pre-paid first class post, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; or, if sent by email, at 9.00 am on the next Business Day after transmission.
(c) This clause does not apply to the service of proceedings in any legal action.
14.3 Severance
If any part of this Contract is found to be invalid or unenforceable, it will be changed as little as possible to make it valid. If this isn’t possible, that part will be removed. This will not affect the rest of the Contract.
14.4 Waiver
Any waiver of a right or remedy must be in writing. Delaying or failing to use a right or remedy does not waive it and using a right or remedy once (or only in part) does not prevent it being used again.
14.5 No partnership or agency
Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or agree any commitments for or on behalf of the other party.
14.6 Entire agreement
(a) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter.
(b) Each party confirms it has not relied on any statement or promise not set out in this Contract and no claims may be made for innocent or negligent misrepresentation. Nothing in this clause limits liability for fraud.
14.7 Third party rights
The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract, provided that the Supplier’s Affiliates, and their respective employees, agents and subcontractors, shall be entitled to rely on and enforce any provisions of this Contract which confer a benefit on them, including any limitation or exclusion of liability.
14.8 Variation
Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).
14.9 Marketing and Publicity
The Supplier may name the Client as a customer and describe the Services in general marketing materials, including on social media, provided no confidential information is shared. The Supplier will not use the Client’s logo, branding or identifiable images of the Site without written consent, which the Client may withdraw on reasonable notice.
14.10 Governing law and jurisdiction
This Contract is governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction over any dispute or claim arising out of or in connection with it.