These Terms & Conditions (the “Terms”) govern the supply and use of Monitor Hut’s cloud platform, services and hardware.

1. Parties and contract formation

1.1 Parties. This Agreement is between Monitor Hut Limited, company number 14659104, (“Monitor Hut”, “we”, “us”) and the customer identified on the applicable Order Form or Invoice (“Customer”, “you”).

Our registered office is Brookfield Court Selby Road, Garforth, Leeds, England, LS25 1NB.

1.2 Contract formation. A binding contract is formed when the earliest of the following occurs:

1. Monitor Hut confirms acceptance of your order in writing, including by issuing an order confirmation;
2. Monitor Hut issues an Invoice; or
3. Monitor Hut provides access credentials to the Platform.

The date on which the binding contract is formed is the “Start Date”.

1.3 Contract documents and precedence. This Agreement consists of:

1. these Terms;
2. any statement of work, installation schedule, order form or proposal expressly agreed in writing by both parties, each an “Order Form”; and
3. the applicable Invoice(s).

If there is any conflict, the following order of precedence applies: (1) Order Form, (2) Invoice, (3) these Terms. No other communications, including email threads, form part of the Agreement unless expressly incorporated into an Order Form or signed variation.

1.4 B2B only. These Terms are intended for business customers only. They do not apply to consumers.

2. Definitions

In these Terms, the following definitions apply:

“Acceptable Use Policy” or “AUP” means the policy in clause 14.

“Aggregated/Anonymised Data” means data derived from Customer Data that is aggregated and/or anonymised so that it does not identify the Customer, its sites, or any individual.

“Customer Data” means data submitted to, collected by, or processed within the Services relating to the Customer’s meters, sites, accounts or operations, including consumption and performance readings.

“Data Point” means a configured meter, channel, data feed or measurement point shown as active within the Platform for billing and data collection purposes.

“Hardware” means metering devices, gateways, communications equipment and related components supplied by Monitor Hut and expressly identified as such.

“Invoice” means an invoice issued by Monitor Hut to the Customer for Hardware, Services, subscription fees, installation services, one-off services, usage charges or any other fees payable under this Agreement.

“Platform” means Monitor Hut’s cloud software platform used to present analytics, dashboards, reporting and related functionality.

“Services” means access to the Platform and any related services, including configuration, data acquisition, analytics, reporting and support, as described in the Order Form or Invoice.

“Subscription Term” means the initial term and any renewal term(s) for the Services.

3. Scope: Platform, Services, Hardware and installation

3.1 What we provide. Monitor Hut will provide the Services and, where ordered, supply Hardware, in each case as set out in the Order Form or Invoice.

3.2 Installation. Where installation is included:

1. the scope, timelines, prerequisites and site responsibilities will be set out in the Order Form;
2. you will provide reasonable site access, safe working conditions and any necessary permissions;
3. delays caused by factors outside Monitor Hut’s reasonable control, including third-party access constraints, building works, utility restrictions or Customer delays, may affect delivery dates; and
4. if installation cannot proceed due to Customer or site issues, including lack of access, lack of readiness, unsafe conditions, missing permissions or unavailable personnel, Monitor Hut may charge for abortive visits, additional time and reasonable re-attendance costs.

3.3 Third-party dependencies. The Services may depend on third-party networks, utilities, data providers, communications services, hardware suppliers, installation partners or Customer infrastructure. Monitor Hut is not responsible for third-party service availability or performance outside our reasonable control.

3.4 Connectivity. Unless otherwise agreed in an Order Form, the Customer is responsible for providing and maintaining appropriate connectivity, power and environmental conditions required for Hardware and data transmission, including any required WiFi, LAN, cellular, SIM or network access. Loss of connectivity does not suspend fees.

3.5 Change requests and additional work. Work outside the agreed scope may be subject to additional fees. Monitor Hut will notify the Customer where additional work is required and, where reasonably practicable, agree the additional scope and cost before proceeding.

3.6 No guaranteed outcomes. The Services provide visibility and analytics to support decision-making. Unless expressly agreed in an Order Form, Monitor Hut does not guarantee specific savings, bill recovery outcomes, compliance results, emissions reductions, ratings improvements, investment outcomes or uninterrupted availability.

4. Customer responsibilities

4.1 You will:

1. provide accurate information needed to deliver the Services, including site details, meter identifiers and relevant infrastructure details;
2. maintain appropriate connectivity, power and environmental conditions for Hardware where required;
3. ensure only authorised users access the Platform;
4. comply with the AUP and all applicable laws;
5. provide reasonable access to sites, personnel and information needed for Monitor Hut to perform the Services;
6. obtain any necessary permissions, consents, permits, landlord approvals or site approvals required for installation or operation of the Hardware and Services; and
7. promptly notify Monitor Hut of any unauthorised access or security incident affecting your account.

4.2 Credentials. You are responsible for keeping usernames and passwords secure. Monitor Hut may reset credentials if we reasonably suspect compromise.

4.3 Site health and safety. The Customer is responsible for ensuring that sites are safe and compliant with applicable health and safety requirements. Where site-specific RAMS, permits, inductions or safety documentation are required, the Customer must notify Monitor Hut in advance and provide reasonable support to complete required processes.

5. Fees, billing, taxes and price changes

5.1 Fees. Fees are as stated in the applicable Invoice or Order Form and are exclusive of VAT, which will be added where applicable.

5.2 Payment terms. Unless otherwise stated in the Order Form or Invoice, invoices are payable within 30 days of the invoice date.

5.3 Billing start. Subscription fees commence from the Start Date unless otherwise stated in the Order Form or Invoice.

5.4 Upfront payment. Unless otherwise stated, Hardware and one-off services are payable upfront.

5.5 Subscription fees and Data Points. Subscription fees are based on the plan and the number of active Data Points during the billing period, as stated in your pricing plan, Order Form and/or Invoice.

5.6 Elastic pricing. Where your plan allows activation or deactivation of Data Points, fees are calculated based on Data Points active during the billing period. Unless otherwise specified, the minimum activation period for a Data Point is one billing month.

5.7 Usage and overages. If you exceed included usage limits, including by adding additional Data Points, overage fees apply as set out in your pricing plan or Order Form. Monitor Hut will provide visibility of active Data Points within the Platform and/or notify you of material overages where reasonably practicable.

5.8 Reductions in Data Points. Unless otherwise agreed, reductions in active Data Points take effect from the next applicable billing period and do not create a refund or credit for the current billing period.

5.9 Price review. Monitor Hut may review standard prices from time to time. Any increase to standard subscription prices will take effect at renewal or at the start of a new agreement. Monitor Hut will give at least two months’ notice prior to renewal.

5.10 Payment method and recurring billing. If you pay by card or direct debit, where supported, you authorise Monitor Hut or its payment processor to charge fees in accordance with the billing cycle in the Order Form or Invoice. Amounts may vary with usage and overages.

5.11 Late payment. If you fail to pay an undisputed amount when due, Monitor Hut may:

1. charge interest at 4% per annum above the Bank of England base rate, accruing daily from the due date until payment; and
2. recover reasonable costs of collection as permitted by law.

5.12 Failed payments. If payment fails due to an expired card, insufficient funds or otherwise, you remain responsible for unpaid amounts. Monitor Hut may invoice you, retry payment, suspend Services and/or terminate in line with clause 11.

5.13 Refunds. Fees are non-refundable except where expressly stated in these Terms or agreed in writing by Monitor Hut.

6. Term, renewals and cancellation

6.1 Initial term. The Subscription Term begins on the Start Date and continues for the initial term stated in the Order Form or Invoice. Unless stated otherwise, the default initial term is 12 months.

6.2 Auto-renewal. Unless stated otherwise, the Subscription Term will automatically renew for successive 12-month terms.

6.3 Non-renewal notice. Either party may prevent renewal by giving at least 60 days’ written notice before the renewal date. Email notice to hello@monitorhut.co.uk is acceptable, provided it is clearly marked as a non-renewal notice and includes the Customer name and contract reference.

6.4 Cancellation vs termination. A cancellation request is treated as a notice of non-renewal. Early termination is governed by clause 11.

7. Data, privacy and data protection

7.1 Customer Data responsibility. You are responsible for the accuracy, quality, legality, reliability and integrity of Customer Data and for ensuring you have all rights and permissions needed to provide it and allow Monitor Hut to process it.

7.2 Data protection compliance. Each party will comply with applicable data protection laws, including the UK GDPR and Data Protection Act 2018.

7.3 Processor/controller roles and DPA. To the extent Monitor Hut processes personal data on behalf of the Customer as a processor, the parties will enter into a data processing agreement (“DPA”) where required or on reasonable request. Monitor Hut’s privacy policy applies to personal data processed by Monitor Hut as a controller.

Privacy policy: https://monitorhut.co.uk/privacy-policy/

7.4 Security. Monitor Hut implements reasonable technical and organisational measures designed to protect Customer Data against unauthorised access, alteration, disclosure or destruction. No system is 100% secure and you acknowledge residual risk.

7.5 Security incidents. Each party will notify the other without undue delay after becoming aware of a security incident that materially affects the Services or Customer Data, where notification is required by law or reasonably necessary to mitigate risk.

7.6 Aggregated/Anonymised Data. Monitor Hut may generate and use Aggregated/Anonymised Data derived from Customer Data to operate, maintain, improve and develop the Platform and Services, including analytics and benchmarking, provided it does not identify the Customer, its sites, or any individual.

7.7 Data retention and deletion. Monitor Hut may retain Customer Data during the Subscription Term. Upon termination or expiry:

1. you may request a reasonable export of Customer Data within 30 days;
2. data exports will be provided in standard formats and within reasonable scope;
3. Monitor Hut may charge reasonable fees for large, complex or non-standard export requests; and
4. Monitor Hut may thereafter delete or anonymise Customer Data within a reasonable period, unless retention is required by law or for legitimate business purposes, including billing, audit, dispute resolution or compliance records.

8. Intellectual property and licences

8.1 Monitor Hut IP. Monitor Hut retains all intellectual property rights in the Platform, Services, Hardware designs where applicable, documentation, analytics models, methodologies, processes and any improvements or derivative works.

8.2 Customer licence. During the Subscription Term, Monitor Hut grants you a non-exclusive, non-transferable licence to access and use the Platform and Services for your internal business purposes, subject to these Terms and payment of fees.

8.3 Restrictions. You will not, and will not allow others to:

1. reverse engineer, decompile or attempt to extract source code, except to the extent permitted by law;
2. copy, modify, create derivative works of, or resell the Platform or Services;
3. interfere with or disrupt the Platform;
4. access the Platform to build a competing product; or
5. use the Platform in breach of the AUP.

8.4 Customer IP. You retain ownership of Customer Data and any Customer-provided materials.

8.5 Outputs and insights. Customers may use outputs, reports and insights generated via the Platform for their internal business purposes. Monitor Hut retains all rights to the underlying Platform, models, methodologies, analytics processes, templates and software used to generate those outputs.

9. Service availability, support and maintenance

9.1 Availability. Monitor Hut aims to provide reliable access to the Platform and will use commercially reasonable efforts to maintain availability. Monitor Hut does not guarantee uninterrupted or error-free operation.

9.2 Service levels. Specific uptime commitments, response times or service credits apply only where expressly agreed in an Order Form.

9.3 Maintenance. Monitor Hut may perform maintenance and updates. Where reasonably practicable, we will provide notice of planned maintenance that may impact availability.

9.4 Support. Support channels and response targets, if any, will be as set out in your Order Form. Otherwise, support is provided on a reasonable efforts basis during normal UK business hours.

10. Hardware warranty and remedies

10.1 Warranty. Monitor Hut warrants that Hardware supplied by Monitor Hut will be free from material defects in workmanship and materials for 12 months from delivery, or installation completion where installed by Monitor Hut, unless otherwise stated in the Order Form.

10.2 Remedy. If Hardware is defective during the warranty period, Monitor Hut will, at its option:

1. repair the Hardware;
2. replace the Hardware; or
3. refund the Hardware price if repair or replacement is not commercially reasonable.

10.3 Exclusions. The Hardware warranty does not apply to defects or damage caused by:

1. misuse, accident, vandalism, negligence or abnormal operating conditions;
2. installation or modification by anyone other than Monitor Hut, unless authorised in writing;
3. power surges, unsuitable environmental conditions or Customer infrastructure failures; or
4. failure to follow documentation or reasonable instructions.

10.4 Third-party hardware. Where hardware is supplied by a third party, that supplier’s warranty terms may apply and will be notified where relevant.

10.5 Title and risk. Ownership of Hardware transfers to the Customer upon full payment. Risk transfers upon delivery, or upon installation where installation is provided by Monitor Hut.

11. Suspension and termination

11.1 Suspension for non-payment. If your account is 14 days or more overdue on any undisputed amount, Monitor Hut may suspend access to the Services until amounts are paid in full.

11.2 Suspension for misuse or security. Monitor Hut may suspend access without liability if we reasonably believe:

1. your use breaches the AUP;
2. your use creates a security risk; or
3. your use is unlawful.

11.3 Termination for cause. Either party may terminate this Agreement by written notice if the other party commits a material breach and fails to remedy it within 30 days of receiving notice, except where the breach is not capable of remedy.

11.4 Termination for insolvency. Either party may terminate immediately by written notice if the other party becomes insolvent, enters administration or liquidation, or ceases trading.

11.5 Termination for prolonged suspension. If Services are suspended for non-payment for 30 days, Monitor Hut may terminate on written notice.

11.6 Effect of suspension or termination. During suspension or after termination:

1. access to the Platform may be restricted;
2. data acquisition may stop;
3. Monitor Hut will have no liability for loss of access caused by suspension or termination arising from your breach or non-payment; and
4. Monitor Hut will have no liability for resulting data gaps where suspension or termination is permitted under this Agreement.

12. Off-line Data Points and service credits

12.1 Fees for configured Data Points. Fees remain payable for Data Points configured and available for collection, even if the Customer does not actively view the Platform or elects not to use reports.

12.2 Offline due to Customer or third-party causes. If a Data Point is offline due to Customer infrastructure, Customer access restrictions, site works, connectivity issues, utility issues, or third-party network or provider failures outside Monitor Hut’s reasonable control, fees remain payable.

12.3 Offline due to Monitor Hut material breach. Where a Data Point is offline primarily due to Monitor Hut’s material breach and Monitor Hut fails to remedy within a reasonable time after notice, Monitor Hut will provide a proportionate service credit for the affected Data Point(s) for the period of that breach, capped at the relevant Data Point fees for that period.

13. Warranties and disclaimers

13.1 As-is services. Except as expressly stated in these Terms or an Order Form, the Platform and Services are provided “as is” and all implied warranties, conditions and representations, including satisfactory quality and fitness for purpose, are excluded to the maximum extent permitted by law.

13.2 No warranty of results. Monitor Hut does not warrant that:

1. the Services will be uninterrupted or error-free;
2. analytics outputs will identify all anomalies, inefficiencies or billing issues;
3. outputs will be accurate where underlying inputs are incomplete, estimated, delayed or affected by third-party systems; or
4. the Services will achieve a specific compliance, ESG, rating, savings, emissions or financial outcome.

13.3 Data accuracy and compliance use. Customer Data may be incomplete, estimated, delayed, inaccurate or dependent on third-party systems. Monitor Hut does not guarantee the accuracy of such data. The Customer remains responsible for validation where data, reports or outputs are used for compliance submissions, ESG reporting, regulatory reporting, financial decisions, procurement decisions or operational decisions.

13.4 Customer decisions. You remain responsible for operational decisions and actions taken based on the Services.

14. Acceptable Use Policy

You must not, and must not permit any user to:

1. use the Platform or Services unlawfully or in violation of regulations;
2. attempt to gain unauthorised access to systems or data;
3. introduce malware, engage in scanning, or disrupt network integrity;
4. interfere with the Platform’s operation or other customers’ use;
5. use the Platform to infringe intellectual property or privacy rights;
6. upload or transmit unlawful, harmful or infringing content; or
7. misuse credentials or share accounts outside your organisation without authorisation.

Monitor Hut may suspend Services under clause 11 for AUP breaches.

15. Confidentiality

15.1 Confidential information. Each party may receive confidential information from the other (“Confidential Information”), including, for Monitor Hut, the Platform, technology, performance information and these Terms.

15.2 Obligations. The receiving party will:

1. keep Confidential Information confidential using at least reasonable care;
2. use it only to perform or receive Services under this Agreement; and
3. disclose it only to employees, contractors, subcontractors or professional advisers with a need to know and who are bound by confidentiality obligations no less protective than these Terms.

15.3 Exclusions. Confidentiality obligations do not apply to information that is:

1. already lawfully known to the receiving party;
2. publicly available through no fault of the receiving party;
3. lawfully received from a third party without restriction; or
4. independently developed without access to the Confidential Information.

15.4 Compelled disclosure. Disclosure required by law or court order is permitted if the receiving party provides advance notice, where lawful, and cooperates to seek confidential treatment.

15.5 Equitable relief. A party may seek injunctive relief for unauthorised disclosure of Confidential Information.

16. Indemnities

16.1 Customer indemnity. The Customer will indemnify and hold harmless Monitor Hut against third-party claims, damages, losses and reasonable legal fees arising from:

1. Customer’s breach of this Agreement or the AUP;
2. unlawful or infringing Customer Data; or
3. Customer’s misuse of the Services.

16.2 Exclusions. The Customer indemnity does not apply to the extent a claim arises from Monitor Hut’s breach of this Agreement or negligence.

16.3 Process. The indemnified party will:

1. promptly notify the indemnifying party of a claim;
2. allow the indemnifying party to control the defence or settlement, subject to not admitting liability without consent; and
3. provide reasonable assistance at the indemnifying party’s expense.

16.4 Monitor Hut IP indemnity. Monitor Hut will defend the Customer against third-party claims alleging that the Platform infringes third-party intellectual property rights, provided that the claim does not arise from Customer Data, Customer misuse, third-party systems, unauthorised modifications, or use of the Platform outside the scope of this Agreement. Monitor Hut’s total liability under this clause is subject to the liability cap in clause 17.

17. Limitation of liability

17.1 Non-excludable liabilities. Nothing in this Agreement limits or excludes liability for:

1. death or personal injury caused by negligence;
2. fraud or fraudulent misrepresentation; or
3. any liability that cannot be limited by law.

17.2 Excluded losses. Subject to clause 17.1, neither party will be liable for any:

1. indirect or consequential loss;
2. loss of profits, revenue, business or goodwill;
3. loss of anticipated savings; or
4. loss of data, except to the extent caused by a party’s breach of its data protection obligations.

17.3 Liability cap. Subject to clause 17.1, Monitor Hut’s total aggregate liability arising out of or in connection with this Agreement, whether in contract, tort including negligence, misrepresentation or otherwise, will not exceed the total fees paid by the Customer in the 12 months preceding the event giving rise to the claim.

17.4 Allocation of risk. The parties acknowledge that fees reflect this allocation of risk and that the liability limits are reasonable.

18. Force majeure

18.1 Monitor Hut will not be liable for failure or delay in performing obligations, other than payment obligations, caused by events beyond reasonable control, including internet or communications outages, fire, flood, war, terrorism, labour disputes, government actions, utility failures, supplier failures, network failures or acts of God.

18.2 The affected party will use reasonable efforts to mitigate the impact and resume performance.

18.3 If a force majeure event continues for more than 60 days, either party may terminate the affected Services on written notice.

19. Notices

19.1 How to serve notices. Notices must be in writing and may be sent by:

1. email, with the clear subject line “Formal Notice”, to hello@monitorhut.co.uk for Monitor Hut and the Customer notice email specified in the Order Form; and/or
2. recorded first-class post to the receiving party’s registered office or address in the Order Form.

19.2 Deemed receipt. Email notices are deemed received on the next business day after sending, unless a bounce or undelivered notice is received. Postal notices are deemed received two business days after posting.

20. Publicity

20.1 Customer reference. Monitor Hut may reference the Customer as a client, including by name and logo, unless the Customer reasonably objects in writing.

20.2 Case studies. Monitor Hut may create anonymised case studies or performance examples using Aggregated/Anonymised Data. Named case studies, testimonials or public performance claims will require the Customer’s prior approval.

21. General

21.1 Assignment. The Customer may not assign or transfer this Agreement without Monitor Hut’s prior written consent.

21.2 Subcontracting. Monitor Hut may subcontract performance, including to installation partners and technical service providers, provided Monitor Hut remains responsible for its subcontractors.

21.3 Variations. No variation is effective unless agreed in writing and signed by authorised representatives of both parties, or expressly agreed via an Order Form.

21.4 Severability. If any provision is invalid or unenforceable, it will be deemed modified to the minimum extent necessary or removed, and the remainder will remain in force.

21.5 No waiver. Failure to enforce a provision is not a waiver of that provision.

21.6 Third-party rights. The Contracts (Rights of Third Parties) Act 1999 does not apply.

21.7 Entire agreement. This Agreement is the entire agreement between the parties regarding its subject matter and supersedes prior discussions and communications, subject to clause 1.3.

21.8 Governing law and jurisdiction. This Agreement is governed by the laws of England and Wales and the courts of England and Wales have exclusive jurisdiction.