| Supplier | Luminite Electronics Ltd. |
| Distributor | Approved Customer of Luminite Electronics |
| End User | The end user of OCULi. |
| Service | The cloud based security services provided by Luminite Electronics Ltd. |
| Sim | The Subscriber Identity Module card containing data used to receive the Services or other devices which contains your personal telephone number and which is programmed to allow access to the Service. |
| Minimum Term | The minimum period for the SIM contract provided by the Supplier. Period starts on the first day of SIM activation. |
| Uptime | The normal, fully functional availability of the Services and all components thereof. |
| Downtime | The non-availability of one or more elements of the Service. |
| Network Provider | Any network provider (s) providing network services to Us. |
| Problem Report | Message sent to the Technical Support team of the Supplier via email or telephone between 8.30am to 5.00pm Monday to Friday |
| Confidential Information | Information disclosed to either Party in connection with this Agreement. |
| Intellectual Property Rights | Any patents, rights in inventions or designs, trade marks, trade and business names, copyright, moral rights, rights in databases, domain names, rights in information and all other similar or equivalent rights. |
The following Agreement is made IN ADDITION to Luminite Electronics Terms and Conditions of Sale and refer to sales of OCULi. This Agreement comes into force once the OCULi device(s) has been registered on the OCULi online portal by the Distributor or End User.
The Supplier reserves the right to review this document from time to time as part of its due diligence processes. Any modifications will be made available online in a clear and concise manner.
All users of OCULi must agree to this these Terms and Conditions and verify acceptance by ticking the online acceptance box on the OCULi web portal before the SIM is activated.
This Agreement is personal between the Parties and neither Party may assign, mortgage or charge any of its rights or sub-contract or delegate any of its obligations without the written consent of the other Party.
The Parties agree that in the event that one or more of the provisions of this Agreement is found to be unlawful, invalid or unenforceable, those provisions shall be deemed severed from the remainder of the Agreement. The remainder of this Agreement shall be valid and enforceable.
This Agreement (including any associated non-contractual matters) shall be governed by, and construed in accordance with, the laws of England and Wales.
Any dispute, controversy, proceedings or claim between the Parties relating to this Agreement (including any associated non-contractual matters) shall fall within the jurisdiction of the courts of England and Wales.
The Supplier shall provide the Distributor / End User with such information and advice in connection with the operational functions of OCULi.
The Supplier shall be responsible for ensuring that it complies with all statutes, regulations, byelaws, codes of conduct and any other rules relevant to the provision of the Service.
It is the responsibility of the Distributor / End User to ensure that any computer, smart phone or tablet is data compatible and enabled in order to view event footage.
It is the responsibility of the Distributor / End User to ensure that hardware is operational following installation.
Any problem / fault pertaining to the performance of OCULi must be reported to the Supplier within 3 working days of the fault occurring. Upon reporting problems to the Supplier, the Distributor / End User will provide full details of the fault being experienced including identification of the equipment involved, site details, user details and applications being used.
The Distributor / End User undertakes to keep abreast of the Supplier’s news announcements via email, website and social media platforms so they are fully conversant with upgrades and features.
You should immediately change your password on the portal if You become aware that someone is accessing Services on Your account without Your permission.
The Distributor / End User shall pay data usage and cloud server Fees to the Supplier on a monthly basis in arrears. Direct Debit details are handled by Go Cardless. To learn more about Go Cardless and their privacy policies, visit www.gocardless.com. Direct Debit details must be provided via the Go Cardless platform before the SIM can be assigned to the appropriate oculi.online account. Tariff details are available on the web portal, online or within the OCULi instructions.
All SIMS provided are intended for use in conjunction with OCULi only. SIMs provided cannot be used for call charging or any other mobile service. If we reasonably suspect that the SIM is being used in any other capacity than that for which it is provided, we reserve the right to impose further charges or de-activate the SIM card at any time, having attempted to contact you first. The Supplier reserves the right to charge the Distributor / End User any re-connection fees that may be incurred.
We aim to connect your SIM card to the Service within 5 working days of receiving your Direct Debit mandate. We are not liable for any costs, expenses or claims arising directly or indirectly outside of this timeline.
If either Party fails to pay on the due date any amount which is payable to the other pursuant then, without prejudice the Supplier reserves the right to temporarily or permanently suspend the service.
The Supplier accepts no responsibility for the Distributor / End User choosing an insufficient tariff. Guidance may be given by the Supplier, however the ultimate responsibility for the chosen tariff lies with the Distributor / End User.
Should the Distributor / End User exceed their data allowance, the Supplier reserves the right to amend the Direct Debit accordingly to cover the excess charges. The Supplier will alert the Distributor / End User to this change using the email address provided in the Go Cardless platform.
It is the responsibility of the Distributor / End User to ensure SIMs provided by the Supplier are only used to access services as permitted in this Agreement.
It is the responsibility of the Distributor / End User to keep records of the SIM and devices that the SIM is associated with. There will be a charge for any replacement SIM, unless it is defective through faulty design or workmanship.
You must not use the SIM for any illegal or improper use.
If a SIM is lost or stolen the Distributor / End User remains responsible for all charges until the Supplier has been informed and the SIM de-activated.
It is the responsibility of the Distributor / End User to agree to the monthly invoice supplied. Any issue must be raised with the Supplier within 3 months of the date of the disputed invoice. The Supplier will not be obliged to consider concerns raised after the 3 month period.
If a payment made by Direct Debit is dishonoured or cancelled we will attempt to collect again within 5 days. If payment fails for the second time the Supplier shall be entitled to charge you a compensation fee for any losses incurred as a result of such dishonoured or cancelled Direct Debit.
In the event the Distributor / End User fails to pay their Account on time, the Supplier reserves the right to charge interest compensation and reasonable costs under the Late Payment of Commercial Debts (Interest) Act 1998 and it is agreed that the term implied by that Act shall apply after any judgment as well as before. Any reference to the Late Payment of Commercial Debts (Interest) Act 1998 is also a reference to any amendment, modification or re-enactment of it. If for any reason the Late Payment of Commercial Debts (Interest) Act 1998 does not apply interest shall be payable on overdue amounts at the rate of 8% per annum above the Bank of England base rate from time to time on the amount outstanding until payment is received in full.
Our Network Provider owns each SIM and each SIM remains their property at all times. You are being allowed to use the SIM by Us on a limited licence to enable You to access Services, in accordance with the terms of this Agreement. We or they may recall the SIM(s) at any time for upgrades, modifications, misuse or when the Agreement ends.
We are unable to authorise the porting of your SIM to an alternative provider. In such circumstances the Service should be terminated in accordance with this Agreement.
The Supplier accepts no responsibility for the Distributor / End User choosing an insufficient tariff. Guidance may be given by the Supplier, however the ultimate responsibility for the chosen tariff lies with the Distributor / End User.
It is highly recommended that data only SIMS are used in OCULi units. The Supplier accepts no responsibility if an inappropriate SIM is used.
The Supplier accepts no responsibility for poor connectivity via the cloud server for SIMS it has not provided.
It is the responsibility of the Distributor / End User to input the correct SIM number.
A server usage fee of £4.00 per month per SIM activation is payable to the Supplier via Direct Debit.
The Supplier operates a Fair Usage Policy for all SIMS.
The Customer shall ensure that they have an adequate 4G signal as poor reception will inhibit the performance of OCULi.
The Supplier shall use reasonable endeavours to ensure an Uptime rate of 100%. However SIMS provided use the GSM network and as such may experience connectivity issues from time to time due to a number of factors outside of the Supplier’s control.
For the purposes of this Agreement, Downtime refers to one of more whole periods of 15 minutes commencing upon the submission by the Distributor / End User of a Problem Report informing the Supplier of the non-availability of the Service.
In the event that the Services are unavailable for a period exceeding 48 hours in a one month period, the Distributor / End User shall have the right to terminate this Agreement in accordance with the Termination section of this Agreement.
Termination of this Agreement shall NOT apply to any Downtime which results from:
The Supplier may, occasionally, require Scheduled Service Downtime in order to perform maintenance / upgrades on the computer network and infrastructure.
The Supplier shall use all reasonable endeavours to ensure that any Scheduled Service Downtime causes minimal disruption to the Service and is as brief as reasonably possible. Nothing in this clause constitutes a guarantee of the same.
The Supplier will make all reasonable efforts to inform the Distributor / End User of any period of Scheduled Service Downtime and the estimated duration.
The Supplier will make all reasonable efforts to perform maintenance and upgrades without incurring any Scheduled Service Downtime.
Each Party undertakes it shall at all times, during the life of this Agreement and for 12 months after it’s termination, to keep private all Confidential Information.
Each Party agrees not to use Confidential Information for any purpose other than outlined in this Agreement.
Either Party MAY disclose Confidential Information to a sub-contractor or supplier of that Party, to an authority or regulatory body or to an employee or officer connected with the above.
The Supplier will only use personal information provided by the Distributor / End User in connection with Services offered. Information provided to the Supplier must be true, complete and accurate. If the Supplier reasonably believes that false or inaccurate information has been supplied there may be a delay in Services offered or your account may be suspended.
The Supplier may need to access your account via the online portal to provide assistance or perform ‘over the air’ software updates and will require full disclosure of the user name and password to do so. The location of the hardware may be necessary in some circumstances.
The Supplier will not acquire ownership of any Intellectual Property Rights in any material belonging to the Distributor / End User which may be required to be stored on the Service.
The Distributor / End User agrees to fully indemnify the Supplier against any and all costs, expenses, liabilities, losses, damages, claims and judgements that the Supplier may incur or be subject to as a result of the infringement of any Intellectual Property Rights belonging to any third party arising out of the Distributor / End User’s failure to obtain the necessary rights and permissions from third parties in relation to any material or Intellectual Property Rights owned by such third parties.
Either Party may terminate this Agreement outside the Minimum Term by giving to the other not less than one month’s written notice, or by any method agreed by the parties under separate contract.
Termination of this Agreement may be given if:
The right to terminate this Agreement shall not prejudice any other right or remedy of either Party in respect of the breach concerned (if any) or any other breach.
Termination shall not affect or prejudice any right to damages or other remedy which the terminating Party may have in respect of the event giving rise to the termination or any other right to damages or other remedy which either Party may have in respect of any breach of this Agreement which existed at or before the date of termination.
Upon termination of this Agreement for any reason, any sum owing by either Party to the other Party shall become immediately due and payable and neither Party shall be under any further obligation to the other.
The Supplier shall forthwith remove any and all information belonging to and pertaining to the Distributor / End User from its computer systems.
Each Party shall forthwith cease to use any Confidential Information and shall forthwith return to the other Party any documents in its possession or control which contain or record any Confidential Information.
No return of goods which are not defective will be accepted without a returns reference from Luminite. This must be obtained within 14 days from date of invoice. Such returns to be sent carriage paid and a handling charge of 15% will be deducted from the credit issued. The cost of the 2 x 3.6v lithium batteries will not be credited and these should be retained by the customer.
Without prejudice and except as expressly provided in this Agreement, neither Party shall be liable or responsible to the other in contract, tort or otherwise for any loss of revenue, business, contracts, depletion of goodwill, anticipated savings or profits or any loss of use of facilities, or any indirect of consequential loss howsoever arising. For the purposes of this Agreement, ‘anticipated savings’ means any expense which either Party expects to avoid incurring or to incur to a lesser degree than would otherwise have been the case by reason of the use of the Services provided by the Supplier under this Agreement.
The Supplier, nor its Partners do not provide compensation for connectivity issues or third party failures, whatever the reason. The Distributor / End User must therefore implement commensurate risk management strategies to ensure they have the necessary backup systems and resources to manage and survive such failures. These Conditions also apply to any repaired or replacement units issued by the Supplier.
All Services and hardware are provided on a commercially reasonable basis. Although the Supplier will provide Services with reasonable skill and care, there is no warranty that the Services and hardware will meet the exact requirements of the Distributor / End User.
The Supplier’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the fees paid or payable by the Distributor/End User in the preceeding 30 days.
Neither Party to this Agreement shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, internet failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.