Last Updated: 18 Nov 2025
PLEASE READ THESE TERMS AND CONDITIONS (THE ‘AGREEMENT’) CAREFULLY. BY ACCESSING OR USING THE SERVICES (DEFINED BELOW) IN ANY WAY, CLICKING ON THE ‘Yes, I understand and agree to the Lucett Terms of Service’ OPTION ON REGISTRATION PAGE YOU ACKNOWLEDGE AND AGREE THAT A LEGALLY BINDING AGREEMENT IS FORMED BETWEEN YOU AND LUCETT LTD AND YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE AGREEMENT; AND (2) YOU HAVE THE AUTHORITY TO ENTER INTO THE AGREEMENT ON BEHALF OF THE LEGAL ENTITY YOU HAVE NAMED AS THE USER, AND TO BIND THAT LEGAL ENTITY TO THE AGREEMENT. THE TERM ‘TRANSPORT COMPANY’ OR ‘YOU’ REFERS TO THE LEGAL ENTITY, AS APPLICABLE, IDENTIFIED AS THE USER DURING THE REGISTRATION PROCESS ON THE WEBSITE.
IF YOU OR THE LEGAL ENTITY DOES NOT AGREE TO BE BOUND BY THE AGREEMENT, YOU MAY NOT ACCESS OR USE THE SERVICES.
THIS AGREEMENT is made between: (1) Lucett Ltd, a company incorporated in England and Wales under company number 10889645, with its registered office at 71-75 Shelton Street, London WC2H 9JQ (the Supplier); and (2) The Transport Company, being the legal entity identified during the Supplier's online registration process (the Transport Company). The Agreement becomes binding on the Effective Date, being the date the Transport Company completes the registration process and accesses or uses any of the Supplier's Services.
1. Background
1.1 The Supplier operates a software platform and related services for tracking and monitoring the location and condition of fine art, furniture and other valuable assets using passive RFID technology.
1.2 The Supplier wishes to appoint the Transport Company as a non-exclusive Approved Transport Company authorised to use and promote the Supplier's Services in connection with the Transport Company's own Transport Services.
1.3 All Transport Services are performed entirely under the responsibility, control and liability of the Transport Company. Nothing in this Agreement grants the Transport Company authority to perform Transport Services on behalf of the Supplier.
1.4 The Transport Company accepts the appointment on the terms of this Agreement.
2. Interpretation
2.1 The definitions and rules of interpretation in this clause apply in this Agreement.
2.2 Definitions
(a) "Business Day" means a day other than a Saturday, Sunday or public holiday in England when banks in London are open.
(b) "Normal Business Hours" means 9:00am to 5:00pm UK time on any Business Day.
(c) "Confidential Information" means information that is proprietary or confidential and is either clearly labelled or identified as confidential.
(d) "Control" means beneficial ownership of more than 50% of a company or the legal power to direct its management.
(e) "Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures" have the meanings given in Data Protection Legislation.
(f) "Data Protection Legislation" means UK data protection and privacy laws, including the UK GDPR and Data Protection Act 2018.
(g) "Effective Date" means the date on which the Transport Company accepts this Agreement by registering for and/or using the Services.
(h) "Equipment" means any handheld RFID read/write scanning device rented to the Transport Company by the Supplier.
(i) "Actuation" means a successful scan of a passive Lucett RFID Tag.
(j) "Introduction" means providing valid senior contact details for a Prospective Client.
(k) "Intellectual Property Rights" means patents, rights to inventions, copyright and neighbouring and related rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
(l) "Prospective Client" means a person or company who has not received the Supplier's Services and with whom the Supplier has not been in negotiations in the previous six months.
(m) "Renewal Period" has the meaning given in clause 13.1.
(n) "RFID Tag" means a passive RFID tag supplied exclusively by the Supplier.
(o) "Subscription Fees" means fees payable only for premium modules (e.g. Catalyst CRM). The Base Platform is free.
(p) "Supplier's App" means the Supplier's mobile application known as "Lucett".
(q) "Supplier's Customers" means customers who have contracted with the Supplier for the Supplier's Services.
(r) "Supplier's Logo" means the Supplier's approved logo.
(s) "Supplier's Services" means the Base Platform (free), Catalyst CRM (paid), any future premium modules (paid), the Supplier's App and all related SaaS services.
(t) "Territory" means worldwide.
(u) "Trade Marks" means "Lucett", the Supplier's Logo and any other authorised marks.
(v) "Transport Services" means transport, storage, installation or handling of assets performed by the Transport Company under its own customer contracts.
(w) "Writing" includes email.
(x) "Approved Hardware" means Equipment and any BYOD device that meets the Supplier's technical and security requirements and is registered with the Supplier in accordance with clause 6.5.
2.3 Clause and paragraph headings do not affect the interpretation of this Agreement.
2.4 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
2.5 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
2.6 Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular.
2.7 References to legislation include all amendments.
3. Appointment
3.1 The Supplier appoints the Transport Company as a non-exclusive Approved Transport Company authorised to: (a) access and use the Supplier's Services; and (b) promote the Supplier's Services to its clients and industry contacts.
3.2 Nothing in this Agreement creates any partnership, agency, joint venture or employment relationship.
3.3 The Transport Company may market and promote the Supplier's Services provided that it: (a) does not act or represent itself as an agent of the Supplier; (b) does not make commitments on behalf of the Supplier; (c) does not vary or negotiate terms of the Supplier's Services; (d) ensures all representations are consistent with the Supplier's approved materials.
3.4 The Transport Company shall disclose to Prospective Clients that it has no authority to bind or contract on behalf of the Supplier.
3.5 This Agreement grants only a licence to use and promote the Supplier's Services. No ownership or proprietary rights are transferred.
4. Transport Company Obligations
4.1 The Transport Company shall act in good faith in its use of the Supplier's Services.
4.2 The Transport Company shall comply with all applicable local laws and regulations in every jurisdiction in which it operates or performs Transport Services.
4.3 The Transport Company shall ensure that only Approved Hardware is used to access the Supplier's App.
4.4 The Transport Company shall notify the Supplier immediately of any change in ownership or Control.
4.5 The Transport Company shall not: (a) reverse engineer, alter, clone or replicate any RFID Tag; (b) circumvent or attempt to bypass any security features of the Supplier's Services; (c) misuse, interfere with or disrupt the Supplier's Services.
5. Use of the Supplier's Services
5.1 The Transport Company may use the Supplier's Services solely in connection with its Transport Services.
5.2 The Transport Company shall comply with the Supplier's Terms of Use at all times.
5.3 The Supplier's App may only be used on Approved Hardware.
5.4 The Supplier may block unregistered or non-compliant devices from accessing the Services.
6. Fees and Payment
6.1 Base Platform Use of the Supplier's Base Platform is provided free of charge.
6.2 Premium Modules Where the Transport Company elects to subscribe to premium modules (including Catalyst CRM and any future premium modules), the Transport Company shall pay the Subscription Fees applicable to such modules. Subscription Fees shall be as set out on the Supplier's Website or otherwise notified in Writing.
6.3 RFID Tags The Transport Company must purchase all passive RFID Tags exclusively from the Supplier.
6.4 Equipment (Handheld RFID Reader/Writer)
(a) Upon request and subject to availability, the Supplier may provide Equipment to the Transport Company.
(b) The Transport Company shall pay a refundable deposit (the "Device Deposit") for each unit of Equipment supplied.
(c) No rental fee is payable for the Equipment.
(d) The Device Deposit shall be refunded upon return of the Equipment in good working order (subject to fair wear and tear) within 30 days of termination or earlier return.
(e) If the Equipment is not returned within 30 days, the Device Deposit for that unit is forfeited.
(f) All Equipment remains the property of the Supplier at all times.
6.5 Bring Your Own Device (BYOD) The Transport Company may use its own handheld RFID devices provided they:
(a) meet the Supplier's technical and security requirements; and
(b) are registered with the Supplier prior to use
The Supplier shall have no responsibility or liability for the performance, compatibility or security of any BYOD device. Any unregistered device may be blocked.
6.6 Commission The Supplier shall pay commission to the Transport Company for each Actuation performed by the Transport Company for a period of twelve (12) months after the initial tag registration. Commission structures maybe be changed from time to time. Any changes to commission structures shall apply only to Actuations occurring after the effective date of such change.
6.7 Payment Methods for Premium Modules Where premium modules are subscribed to, the Transport Company shall provide valid payment details (credit card or approved purchase order information) and authorises the Supplier to take payment in accordance with the Subscription Fees.
6.8 Late Payment
(a) If any payment for premium modules remains unpaid 30 days after the due date, the Supplier may suspend access to premium modules (but not the Base Platform).
(b) Interest may accrue at 3% per annum above the Bank of England base rate until paid.
6.9 Non-Refundability Subscription Fees for premium modules (if subscribed) are non-cancellable and non-refundable unless otherwise required by law.
6.10 Fee Increases The Supplier may increase Subscription Fees for premium modules at the start of any Renewal Period upon giving 90 days' notice in Writing.
7. Advertising and Promotion
7.1 The Transport Company shall follow all reasonable directions given by the Supplier regarding the promotion of the Supplier's Services.
7.2 The Transport Company shall conduct its business in a manner that reflects favourably on the Supplier and shall not engage in misleading, unethical or damaging practices.
7.3 The Transport Company shall not publish or assist in publishing any false, deceptive or unauthorised material relating to the Supplier or the Supplier's Services.
8. Anti-Bribery
8.1 Each party shall comply with all applicable anti-bribery and anti-corruption laws, including the Bribery Act 2010.
8.2 The Transport Company shall not engage in any conduct that would constitute an offence under the Bribery Act 2010 if carried out in the UK.
8.3 The Transport Company shall notify the Supplier immediately if it becomes aware of any request or demand which may constitute an improper advantage.
8.4 Any breach of this clause constitutes a material, irredeemable breach of this Agreement.
9. Intellectual Property Rights
9.1 All Intellectual Property Rights in the Supplier's Services, the Trade Marks, the Supplier's App and the Supplier's materials belong to the Supplier or its licensors.
9.2 The Supplier grants to the Transport Company a non-exclusive, non-transferable, revocable licence during the term of this Agreement to use the Trade Marks solely to identify itself as a user of the Supplier's Services and for promotional purposes in accordance with the Supplier's brand guidelines.
9.3 The Transport Company shall display the Supplier's Logo on its website (if it chooses to display it) only as provided by the Supplier and linked to Lucett.com.
9.4 The Transport Company shall not: (a) use the Trade Marks in any way that may damage their distinctiveness, validity or goodwill; (b) use any trade mark or name confusingly similar to the Trade Marks; (c) remove, obscure or alter any proprietary notices contained in the Supplier's materials.
9.5 Except as expressly granted, no licence or right in the Supplier's Intellectual Property Rights is transferred to the Transport Company.
10. Confidentiality
10.1 Each party may receive Confidential Information of the other party during this Agreement.
10.2 Confidential Information does not include information that: (a) becomes public without breach; (b) was in lawful possession before disclosure; (c) is lawfully disclosed by a third party without restriction; or (d) is independently developed without reference to the Confidential Information.
10.3 Each party shall keep the other party's Confidential Information confidential and shall not disclose it except as permitted under this Agreement.
10.4 A party may disclose Confidential Information where required by law, provided it gives prior notice (where lawful).
10.5 This clause survives termination indefinitely.
11. Protection and Processing of Personal Data
11.1 Both parties shall comply with the Data Protection Legislation.
11.2 Controller and Processor Roles
(a) Each party acts as an independent controller in respect of any personal data it processes for its own business purposes in connection with the Transport Services or the Supplier's Services.
(b) Where, and only to the extent that, the Transport Company processes personal data made available by the Supplier for the purpose of providing access to the Supplier's Services to the Transport Company or its personnel ("Supplier Data"), the Transport Company shall act as a processor and the Supplier shall act as controller.
11.3 Supplier Obligations as Controller The Supplier warrants that it has all necessary lawful bases, consents and permissions to disclose Supplier Data to the Transport Company for the purposes of this Agreement.
11.4 Transport Company Obligations as Processor Where the Transport Company acts as a processor of Supplier Data, it shall:
(a) process Supplier Data only in accordance with the Supplier's documented instructions;
(b) implement appropriate technical and organisational measures to protect Supplier Data;
(c) ensure that persons authorised to process Supplier Data are bound by confidentiality obligations;
(d) not transfer Supplier Data outside the UK or EEA without the Supplier's prior written consent;
(e) notify the Supplier without undue delay of any personal data breach;
(f) delete or return Supplier Data on termination of the Agreement (unless applicable law requires storage);
(g) not appoint any sub-processor without the Supplier's prior written approval; and
(h) assist the Supplier, at the Supplier's cost, with data subject requests and compliance obligations.
11.5 Records and Audit The Transport Company shall maintain records demonstrating its compliance with clause 11.4 and shall make such records available to the Supplier upon reasonable request.
12. Warranties
12.1 Each party warrants that it:
(a) has full authority to enter into and perform this Agreement; and
(b) shall comply with all applicable laws in performing its obligations.
12.2 Except as expressly stated in this Agreement, all warranties, conditions and terms implied by law are excluded to the fullest extent permitted.
13. Term and Termination
13.1 This Agreement shall commence on the Effective Date. It shall continue for an initial period of twelve (12) months ("Initial Subscription Term") and shall automatically renew for successive twelve (12) month periods (each a "Renewal Period") unless terminated in accordance with this clause.
13.2 Either party may terminate this Agreement by giving not less than thirty (30) days' written notice prior to the end of the Initial Subscription Term or any Renewal Period.
13.3 Either party may terminate this Agreement with immediate effect by providing written notice if the other party:
(a) fails to pay any amount due under this Agreement within fourteen (14) days of written notice demanding payment;
(b) commits a material breach which is incapable of remedy, or (if capable of remedy) fails to remedy the breach within thirty (30) days of receiving written notice;
(c) suspends, threatens to suspend, or is unable to pay its debts as they fall due;
(d) enters into negotiations with creditors, a compromise, or an arrangement;
(e) is subject to a winding-up petition, resolution or order;
(f) applies for, or becomes subject to, administration;
(g) has an administrative receiver or receiver appointed;
(h) has assets seized or attached in satisfaction of debt and such process is not discharged within fourteen (14) days;
(i) suffers an equivalent event in another jurisdiction; or
(j) ceases or threatens to cease trading.
13.4 Additional Termination Rights of the Supplier The Supplier may terminate this Agreement with immediate effect by giving written notice to the Transport Company if:
(a) there is a change of Control of the Transport Company and the Supplier reasonably considers the new owner to be a competitor of the Supplier or otherwise prejudicial to the Supplier's legitimate business interests;
(b) the Transport Company purports to assign, transfer or subcontract any of its rights or obligations under this Agreement without the Supplier's prior written consent; or
(c) the Transport Company fails to pay any fees due under this Agreement within thirty (30) days of the due date and fails to remedy such non-payment within a further seven (7) days after receiving written notice to do so.
14. Effects of Termination
14.1 Upon termination or expiry of this Agreement for any reason:
(a) all rights and licences granted under this Agreement shall immediately terminate;
(b) the Transport Company shall immediately cease using the Supplier's Services;
(c) each party shall return or destroy (at the other party's request) any Confidential Information belonging to the other;
(d) each party shall return and cease using the Equipment, Supplier property and documentation. Equipment must be returned within thirty (30) days;
(e) any Equipment not returned within thirty (30) days will result in forfeiture of the relevant Device Deposit;
(f) any RFID Tags already purchased by the Transport Company remain its property.
14.2 Termination shall not affect any accrued rights, obligations or liabilities as at the date of termination.
14.3 The Supplier shall have no liability for any loss of profits, goodwill or anticipated savings arising solely from termination of this Agreement.
15. Force Majeure
15.1 A party shall not be in breach of this Agreement nor liable for delay or failure to perform its obligations if such delay or failure results from events beyond its reasonable control, including but not limited to:
(a) strikes, lock-outs or industrial disputes;
(b) failure of transport, utilities or telecommunications;
(c) fire, flood, storm or natural disasters;
(d) war, riot or civil commotion;
(e) malicious damage;
(f) compliance with law or government order;
(g) breakdown of machinery;
(h) default of suppliers or subcontractors.
15.2 The affected party shall be entitled to a reasonable extension of time for performance.
15.3 If the period of delay continues for six (6) months, either party may terminate this Agreement by giving thirty (30) days' written notice.
16. Waiver
16.1 Failure or delay by either party to enforce any right under this Agreement shall not constitute a waiver of that right.
16.2 No single or partial exercise of any right shall prevent further exercise of that or any other right.
17. Severance
17.1 If any provision or part-provision of this Agreement becomes invalid, illegal or unenforceable, it shall be deemed deleted without affecting the validity of the remaining provisions.
17.2 If a provision is deemed deleted under clause 17.1, the parties shall negotiate in good faith to replace it with a valid provision achieving the intended commercial purpose.
18. Entire Agreement
18.1 This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements or understandings relating to its subject matter.
18.2 Each party acknowledges that it has not relied upon any representation not set out in this Agreement.
18.3 Nothing in this clause limits liability for fraud.
19. Variation
19.1 No variation of this Agreement is valid unless made in Writing and signed by both parties or their authorised representatives.
20. Assignment
20.1 The Transport Company may not assign, transfer, subcontract or otherwise deal with any of its rights or obligations under this Agreement without the Supplier's prior written consent.
20.2 The Supplier may assign, transfer, subcontract or otherwise deal with any of its rights or obligations at any time.
21. No Partnership or Agency
21.1 Nothing in this Agreement creates a partnership, agency, joint venture or employment relationship.
21.2 Neither party is authorised to make commitments on behalf of the other.
22. Third Party Rights
22.1 No third party shall have any rights to enforce the terms of this Agreement.
23. Rights and Remedies
23.1 The rights and remedies provided in this Agreement are in addition to, and not exclusive of, rights provided by law.
24. Notices
24.1 Any notice under this Agreement shall be in Writing and delivered by:
(a) hand delivery;
(b) pre-paid first-class post or next-working-day courier service, to the party's registered office; or
(c) email to the administrative/legal contact email address last provided by the receiving party.
24.2 Notices are deemed received:
(a) if delivered by hand --- at the time of delivery;
(b) if sent by post --- at 9:00am on the second Business Day after posting;
(c) if sent by email --- at 9:00am on the next Business Day after transmission, unless a delivery failure notification is received.
24.3 This clause does not apply to service of legal proceedings.
25. Governing Law
25.1 This Agreement is governed by and construed in accordance with the laws of England and Wales.
26. Jurisdiction
26.1 The courts of England have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.
27. Limitation of Liability
27.1 Nothing in this Agreement limits or excludes either party's liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any liability which cannot lawfully be limited.
27.2 The Supplier shall have no liability to the Transport Company, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for:
(a) any loss, damage, delay or mis-delivery of goods or assets arising from or connected with the Transport Services;
(b) loss of profits, loss of revenue, loss of anticipated savings, loss of goodwill, loss or corruption of data, or any special, indirect or consequential loss;
(c) any unavailability, interruption, suspension or degradation of the Supplier's Services; or
(d) any act or omission of the Transport Company, its employees, agents or subcontractors.
27.3 Subject to clause 27.1, the Supplier's total aggregate liability arising out of or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the greater of: (a) £1,000; or (b) an amount equal to the Subscription Fees actually paid by the Transport Company to the Supplier in the twelve (12) months immediately preceding the event giving rise to the claim.
27.4 The Transport Company remains solely responsible for all Transport Services and shall indemnify and keep indemnified the Supplier from and against all claims, losses, liabilities, damages and costs arising from or connected with the Transport Services.