TERMS AND CONDITIONS
Safety Apps Ltd
Risk Assessor terms and conditions

Please read these Terms and Conditions carefully. All contracts that SAL may enter into from time to time for the provision of the Hosted Services and related services shall be governed by these Terms and Conditions, and SAL will ask the Customer for the Customer's express written acceptance of these Terms and Conditions before providing any such services to the Customer.

1. Definitions

1.1 Except to the extent expressly provided otherwise, in the Agreement:

"Account" means an account enabling a person to access and use the Hosted Services, including both administrator accounts and standard user accounts;

"Agreement" means a contract between the parties incorporating these Terms and Conditions, the Schedules to these Terms and Conditions and the Sign-up Form, and any amendments to that contract from time to time;

"Agreement Period" means the period commencing:

  • (i) on the Effective Date; or
  • (ii) at the end of another Agreement Period,

of the length specified on the Sign-up Form (being a period of 1 month, 3 months or 1 year);

"Business Day" means any weekday other than a bank or public holiday in England;

"Business Hours" means the hours of 09:00 to 17:00 GMT/BST on a Business Day;

"Charges" means the following amounts:

  • (i) the amounts specified in the Sign-up Form; and
  • (ii) amounts specified on the standard user invitation form in respect of each standard user Account associated with the Customer's administrator Account and created following an invitation from the Customer; and
  • (iii) such other amounts as may be agreed in writing by the parties from time to time;

"Customer" means:

  • (i) if a company is identified in the Sign-up Form and the person who submits the Sign-up Form has actual or ostensible authority to bind that company to the Agreement, that company;
  • (ii) otherwise, the person who submits the Sign-up Form;

"Customer Confidential Information" means:

  • (i) any information disclosed by the Customer to SAL during the Term (whether disclosed in writing, orally or otherwise) that at the time of disclosure was marked as "confidential" orshould have been reasonably understood by SAL to be confidential; and
  • (ii) the Customer Materials;

"Customer Materials" means all data, works and materials uploaded to or stored on the Platform by or on behalf of the Customer, or by any person using any Account; "Defect" means a defect, error or bug in software having a material adverse effect on the appearance, operation or functionality of that software, but excluding any defect, error or bug caused by or arising as a result of:

  • (i) any act or omission of the Customer;
  • (ii) any use of that software contrary to the Documentation by the Customer or any person authorised by the Customer to use the software;
  • (iii) a failure of the Customer to perform or observe any of its obligations in these Terms and Conditions; and/or
  • (iv) an incompatibility between that software and any other system, network, application, program, hardware or software not specified as compatible in the Documentation or Section 2 of the Sign-up Form;

"Documentation" means the documentation for the Hosted Services produced by SAL and provided or made available to the Customer;

"Effective Date" means the date upon which SAL sends to the Customer an order confirmation, following the Customer completing and submitting the online Sign-up Form published by SAL on SAL's website;

"Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of or problems with the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);

"Hosted Services" means the Risk Assessor service available on www.riskassessor.net, as specified on that website on the Effective Date, which will be made available by SAL to the Customer as a service via the internet under these Terms and Conditions;

"Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);

"Maintenance Services" means the general maintenance of the Platform and Hosted Services, and the application of Updates and Upgrades;

"Mobile App" means the mobile application known as the Risk Assessor App that is made available by SAL through the Google Play Store and the Apple App Store;

"Permitted Purpose" means the performance of SAL's obligations, and the exercise of SAL's rights, under the Agreement;

"Personal Data" has the meaning given to it in the Data Protection Act 1998;

"Platform" means the platform managed by SAL and used by SAL to provide the Hosted Services, including the application and database software for the Hosted Services, the system and server software used to provide the Hosted Services, and the computer hardware on which that application, database, system and server software is installed;

"SAL" means Safety Apps Limited, a company incorporated in England and Wales (registration number 09325683) having its registered office at Unit 2, Houghton Hall Industrial Estate, Houghton Hall Farm, Houghton, Huntingdon, Cambridgeshire PE28 2DH;

"Services" means any services that SAL provides to the Customer, or has an obligation to provide to the Customer, under these Terms and Conditions;

"Sign-up Form" means an online order form published by SAL and completed and submitted by the Customer, incorporating these Terms and Conditions by reference;

"Support Services" means support in relation to the use of, and the identification and resolution of errors in, the Hosted Services, but shall not include the provision of training services;

"Supported Web Browser" means the current release from time to time of Microsoft Internet Explorer, Mozilla Firefox, Google Chrome or Apple Safari;

"Term" means the term of the Agreement, commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.2;

"Terms and Conditions" means these terms and conditions, including any amendments to these terms and conditions from time to time;

"Update" means a hotfix, patch or minor version update to any Platform software; and

"Upgrade" means a major version upgrade of any Platform software.

2. Term

2.1 The Agreement shall come into force upon the Effective Date.

2.2 The Agreement shall continue in force indefinitely, subject to termination in accordance with Clause 17.

2.3 Unless the parties expressly agree otherwise in writing, the creation of each Account shall establish a distinct contract under these Terms and Conditions.

3. Hosted Services

3.1 The Platform will automatically generate anadministratorAccount for the Customer on the Effective Date and will provide to the Customer login details for thatadministratorAccount.

3.2 SAL hereby grants to the Customer a worldwide, non-exclusive licence to use the Hosted Services by means of a Supported Web Browser for the business purposes of the Customer in accordance with the Documentation during the Term.

3.3 The3.3 The Customer may from time to time invite other persons to use the Hosted Services by means of a standard user Account; providing that such use will be subject to additional Charges, and providing that the Hosted Services may only be used by the Customer and any person approved from time to time by the Customer.

3.4 Except to the extent mandated by applicable law or expressly permitted in these Terms and Conditions, the licence granted by SAL to the Customer under Clause 3.2 is subject to the following prohibitions:

  • (a) the Customer must not sub-license its right to access and use the Hosted Services;
  • (b) the Customer must not permit any unauthorised person to access or use the Hosted Services;
  • (c) the Customer must not republish or redistribute any content or material from the Hosted Services; and
  • (d) the Customer must not make any alteration to the Platform, except as permitted by the Documentation.

3.5 The Customer shall use reasonable endeavours, including reasonable security measures relating to Account access details, to ensure that no unauthorised person may gain access to the Hosted Services using an Account.

3.6 SAL shall use reasonable endeavours to maintain the availability of the Hosted Services to the Customer at the gateway between the public internet and the network of the hosting services provider for the Hosted Services, but does not guarantee 100% availability.

3.7 For the avoidance of doubt, downtime caused directly or indirectly by any of the following shall not be considered a breach of these Terms and Conditions:

  • (a) a Force Majeure Event;
  • (b) a fault or failure of the internet or any public telecommunications network;
  • (c) a fault or failure of the Customer's computer systems or networks;
  • (d) any breach by the Customer of the Agreement; or
  • (e) scheduled maintenance carried out in accordance with the Agreement.

3.8 The Customer must comply with Schedule 1 (Acceptable Use Policy), and must ensure that all persons using the Hosted Services with the authority of the Customer or by means of an Account comply with Schedule 1 (Acceptable Use Policy).

3.9 The Customer must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services.

3.10 The Customer must not use the Hosted Services:

  • (a) in any way that is unlawful, illegal, fraudulent or harmful; or
  • (b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

3.11 For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term.

4. Maintenance Services

4.1 SAL shall provide the Maintenance Services to the Customer during the Term with reasonable skill and care.

4.2 SALmay give to the Customer prior written notice of Maintenance Services, but does not undertake to do so.

4.3 SAL may suspend the provision of the Maintenance Services if any amount due to be paid by the Customer to SAL under the Agreement is overdue, and SAL has given to the Customer at least 30 days' written notice, following the amount becoming overdue, of its intention to suspend the Maintenance Services on this basis.

5. Support Services

5.1 SAL shall provide the Support Services to the Customer with reasonable skill and care.

5.2 SAL shall make available to the Customer an email- and telephone-based helpdesk during Business Hours in accordance with the provisions of thisClause 5.

5.3 The Customer may use the helpdesk for the purposes of requesting and, where applicable, receiving the Support Services; and the Customer must not use the helpdesk for any other purpose.

5.4 SAL shall respond promptly to all requests for Support Services made by the Customer through the helpdesk; but SAL gives no guarantees that issues raised through the helpdesk will be resolved to the satisfaction of the Customer.

5.5 SAL may suspend the provision of the Support Services if any amount due to be paid by the Customer to SAL under the Agreement is overdue, and SAL has given to the Customer at least 30 days' written notice, following the amount becoming overdue, of its intention to suspend the Support Services on this basis.

6. Customer Materials

6.1 The Customer hereby grants to SAL a non-exclusive licence to copy, format-shift, store, distribute and otherwise use the Customer Materials to the extent reasonably required for the performance of SAL's obligations and the exercise of SAL's rights under these Terms and Conditions, together with the right to sub-license these rights to its hosting, connectivity and telecommunications service providers to the extent reasonably required for the performance of SAL's obligations and the exercise of SAL's rights under these Terms and Conditions.

6.2 The Customer warrants to SAL that the Customer Materials will not:

  • (a) breach the provisions of any law, statute or regulation;
  • (b) infringe the Intellectual Property Rights or other legal rights of any person; or
  • (c) give rise to any cause of action against SAL, in each case in any jurisdiction and under any applicable law.

6.3 SAL shall create a back-up copy of the Customer Materials at least daily, shall ensure that each such copy is sufficient to enable SAL to restore the Hosted Services to the state they were in at the time the back-up was taken, and shall retain and securely store each such copy for a minimum period of 30 days.

6.4 Within a reasonable period following receipt of a written request from the Customer, SAL shall use all reasonable endeavours to restore to the Platform the Customer Materials stored in any back-up copy created and stored by SAL in accordance with Clause 6.3. The Customer acknowledges that this process will overwrite the Customer Materials stored on the Platform prior to the restoration.

7. Mobile App

7.1 The parties acknowledge and agree that the use of the Mobile App, the parties' respective rights and obligations in relation to the Mobile App and any liabilities of either party arising out of the use of the Mobile App shall be subject to separate terms and conditions, and accordingly these Terms and Conditions shall not govern any such use, rights, obligations or liabilities.

8. No assignment of Intellectual Property Rights

8.1 Nothing in these Terms and Conditions shall operate to assign or transfer any Intellectual Property Rights from SAL to the Customer, or from the Customer to SAL.

9. Charges

9.1 The Customer shall pay the Charges to SAL in accordance with these Terms and Conditions.

9.2 All amounts stated in or in relation to these Terms and Conditions are, unless the context requires otherwise, stated exclusive of any applicable value added taxes, which will be added to those amounts and payable by the Customer to SAL.

9.3 SAL may elect to vary any element of the Charges by giving to the Customer not less than 30 days' written notice of the variation, expiring at the end of any Agreement Period.

9.4 Refund Policy : For the avoidance of doubt, the Charges are non-refundable; and the Customer shall not be released from any obligation to pay the Charges except:
(a) with the written agreement of SAL; or
(b) to the extent required by applicable law where such requirement may not be excluded by contract.

10. Payments

10.1 SAL shall issue invoices for the Charges to the Customer from time to time during the Term.

10.2 The Customer must pay the Charges in respect of an Agreement Period to SALupon or before the start of that Agreement Period.

10.3 The Customer must pay the Charges byWorldPay or PayPal (using such payment details as are notified by SAL to the Customer from time to time).

10.4 If the Customer does not pay any amount properly due to SAL under these Terms and Conditions, SAL may:

  • (a) charge the Customer interest on the overdue amount at the rate of 8% per annum above the UK base rate of HSBC Bank Plc from time to time (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month); or
  • (b) claim interest and statutory compensation from the Customer pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.
11. SAL's confidentiality obligations

11.1 SAL must:

  • (a) keep the Customer Confidential Information strictly confidential;
  • (b) not disclose the Customer Confidential Information to any person without the Customer's prior written consent, and then only under conditions of confidentiality no less onerous than those contained in these Terms and Conditions; and
  • (c) use the same degree of care to protect the confidentiality of the Customer Confidential Information as SAL uses to protect SAL's own confidential information of a similar nature, being at least a reasonable degree of care.

11.2 Notwithstanding Clause 11.1, SAL may disclose the Customer Confidential Information to SAL's officers, employees, professional advisers, insurers, agents and subcontractors who are bound by a written agreement or professional obligation to protect the confidentiality of the Customer Confidential Information.

11.3 This Clause 11 imposes no obligations upon SAL with respect to Customer Confidential Information that:

  • (a) is known to SAL before disclosure under these Terms and Conditions and is not subject to any other obligation of confidentiality;
  • (b) is or becomes publicly known through no act or default of SAL; or
  • (c) is obtained by SAL from a third party in circumstances where SAL has no reason to believe that there has been a breach of an obligation of confidentiality.

11.4 The restrictions in this Clause 11 do not apply to the extent that any Customer Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of SAL on any recognised stock exchange.

11.5 The provisions of this Clause 11 shall continue in force indefinitely following the termination of the Agreement.

12. Data protection

12.1 Each party shall comply with the Data Protection Laws with respect to the processing of the Customer Personal Data.

12.2 The Customer warrants to SAL that it has the legal right to disclose all Personal Data that it does in fact disclose to SAL under or in connection with the Agreement.

12.3 The Customer shall only supply to SAL, and SAL shall only process, in each case under or in relation to the Agreement, the Personal Data of data subjects falling within the categories specified in Schedule 2 (Data processing information) and of the types specified in Schedule 2; and SAL shall only process the Customer Personal Data for the purposes specified in Schedule 2.

12.4 SAL shall only process the Customer Personal Data during the Term and for not more than 40 days following the end of the Term.

12.5 SAL shall only process the Customer Personal Data on the documented instructions of the Customer (including with regard to transfers of the Customer Personal Data to any place outside the European Economic Area), as set out in these Terms and Conditions or any other document agreed by the parties in writing.

12.6 SAL shall promptly inform the Customer if, in the opinion of SAL, an instruction of the Customer relating to the processing of the Customer Personal Data infringes the Data Protection Laws.

12.7 Notwithstanding any other provision of these Terms and Conditions, SAL may process the Customer Personal Data if and to the extent that SAL is required to do so by applicable law. In such a case, SAL shall inform the Customer of the legal requirement before processing, unless that law prohibits such information on important grounds of public interest.

12.8 SAL shall ensure that persons authorised to process the Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

12.9 SAL and the Customer shall each implement appropriate technical and organisational measures to ensure an appropriate level of security for the Customer Personal Data.

12.10 SAL must not engage any third party to process the Customer Personal Data without the prior specific or general written authorisation of the Customer. In the case of a general written authorisation, SAL shall inform the Customer (by updating its web page at [URL]) at least 14 days in advance of any intended changes concerning the addition or replacement of any third party processor, and if the Customer objects to any such changes before their implementation, then the Customer may terminate the Agreement on 7 days' written notice to SAL, providing that such notice must be given within the period of 7 days following the date that SAL informed the Customer of the intended changes. SAL shall ensure that each third party processor is subject to equivalent legal obligations as those imposed on SAL by this Clause 12.

12.11 As at the Effective Date, SAL is hereby generally authorised by the Customer to engage, as sub-processors with respect to Customer Personal Data third parties within the categories identified in Schedule 2 (Data processing information).

12.12 SAL shall, insofar as possible and taking into account the nature of the processing, take appropriate technical and organisational measures to assist the Customer with the fulfilment of the Customer's obligation to respond to requests exercising a data subject's rights under the Data Protection Laws.

12.13 SAL shall assist the Customer in ensuring compliance with the obligations relating to the security of processing of personal data, the notification of personal data breaches to the supervisory authority, the communication of personal data breaches to the data subject, data protection impact assessments and prior consultation in relation to high-risk processing under the Data Protection Laws. SAL shall report any Personal Data breach relating to the Customer Personal Data to the Customer within 24 hours following SAL becoming aware of the breach.

12.14 SAL shall make available to the Customer all information necessary to demonstrate the compliance of SAL with its obligations under this Clause 12.

12.15 SAL shall, at the choice of the Customer, delete or return all of the Customer Personal Data to the Customer after the provision of services relating to the processing, and shall delete existing copies save to the extent that applicable law requires storage of the relevant Personal Data.

12.16 SAL shall allow for and contribute to audits, including inspections, conducted by the Customer or another auditor mandated by the Customer in respect of the compliance of SAL's processing of Customer Personal Data with the Data Protection Laws and this Clause 12.

12.17 If any changes or prospective changes to the Data Protection Laws result or will result in one or both parties not complying with the Data Protection Laws in relation to processing of Personal Data carried out under these Terms and Conditions, then the parties shall use their best endeavours promptly to agree such variations to these Terms and Conditions as may be necessary to remedy such non-compliance.

12.18 SAL may charge the Customer at its standard time-based charging rates for any work performed by SAL at the request of the Customer pursuant to Clause 12.12, 12.13, 12.14 or 12.16. However, SAL shall have no right to charge under this Clause 12.18 with respect to any matter arising directly out of any breach by SAL of this Clause 12.

13. Warranties

13.1 SAL warrants to the Customer that:

  • (a) SAL has the legal right and authority to agree to these Terms and Conditions and to perform its obligations under these Terms and Conditions;
  • (b) SAL will comply with all legal and regulatory requirements applicable to the exercise of SAL's rights and the fulfilment of SAL's obligations under these Terms and Conditions; and
  • (c) SAL has or has access to all necessary know-how, expertise and experience to perform its obligations under these Terms and Conditions.

13.2 SAL warrants to the Customer that:

  • (a) the Hosted Services will be free from Defects;
  • (b) the Platform will be free from viruses, worms, Trojan horses, ransomware, spyware, adware and other malicious software programs; and
  • (c) the Platform will incorporate security features reflecting the requirements of good industry practice.

13.3 SAL warrants to the Customer that the Hosted Services, when used by the Customer in accordance with these Terms and Conditions, will not infringe the Intellectual Property Rights of any person in any jurisdiction and under any applicable law.

13.4 If SAL reasonably determines, or any third party alleges, that the use of the Hosted Services by the Customer in accordance with these Terms and Conditions infringes any person's Intellectual Property Rights, SAL may at its own cost and expense:

  • (a) modify the Hosted Services in such a way that they no longer infringe the relevant Intellectual Property Rights; or
  • (b) procure for the Customer the right to use the Hosted Services in accordance with these Terms and Conditions.

13.5 SAL warrants to the Customer that the Hosted Services, when used by the Customer in accordance with these Terms and Conditions, will not breach any laws, statutes or regulations applicable under English law.

13.6 The Customer warrants to SAL that it has the legal right and authority to enter into these Terms and Conditions and to perform its obligations under these Terms and Conditions.

13.7 All of the parties' warranties and representations in respect of the subject matter of these Terms and Conditions are expressly set out in these Terms and Conditions. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of these Terms and Conditions will be implied into these Terms and Conditions or any related contract.

14. Acknowledgements and warranty limitations

14.1 The Customer acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of these Terms and Conditions, SAL gives no warranty or representation that the Hosted Services will be wholly free from defects, errors and bugs.

14.2 The Customer acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of these Terms and Conditions, SAL gives no warranty or representation that the Hosted Services will be entirely secure.

14.3 The Customer acknowledges that the Hosted Services are designed to be compatible only with that software specified as compatible in the Documentation; and SAL does not warrant or represent that the Hosted Services will be compatible with any other software.

14.4 The Customer acknowledges that SAL will not provide any legal, financial, accountancy or taxation advice under these Terms and Conditions or in relation to the Hosted Services; and, except to the extent expressly provided otherwise in these Terms and Conditions, SAL does not warrant or represent that the Hosted Services or the use of the Hosted Services by the Customer will not give rise to any legal liability on the part of the Customer or any other person.

15. Limitations and exclusions of liability

15.1 Nothing in these Terms and Conditions will:

  • (a) limit or exclude any liability for death or personal injury resulting from negligence;
  • (b) limit or exclude any liability for fraud or fraudulent misrepresentation;
  • (c) limit any liabilities in any way that is not permitted under applicable law; or
  • (d) exclude any liabilities that may not be excluded under applicable law, and, if a party is a consumer, that party's statutory rights will not be excluded or limited by these Terms and Conditions, except to the extent permitted by law.

15.2 The limitations and exclusions of liability set out in this Clause 15 and elsewhere in these Terms and Conditions:

  • (a) are subject to Clause 15.1; and
  • (b) govern all liabilities arising under these Terms and Conditions or relating to the subject matter of these Terms and Conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty.

15.3 SAL shall not be liable to the Customer in respect of any losses arising out of a Force Majeure Event.

15.4 SAL shall not be liable to the Customer in respect of any loss of profits or anticipated savings.

15.5 SAL shall not be liable to the Customer in respect of any loss of revenue or income.

15.6 SAL shall not be liable to the Customer in respect of any loss of use or production.

15.7 SAL shall not be liable to the Customer in respect of any loss of business, contracts or opportunities.

15.8 SAL shall not be liable to the Customer in respect of any loss or corruption of any data, database or software; providing that this Clause 15.8 shall not protect SAL unless SAL has fully complied with its obligations under Clause 6.3 and Clause 6.4.

15.9 SAL shall not be liable to the Customer in respect of any special, indirect or consequential loss or damage.

15.10 The liability of SAL to the Customer under the Agreement in respect of any event or series of related events shall not exceed the greater of:

  • (a) GBP 500; and
  • (b) the total amount paid and payable by the Customer to SAL under the Agreement in the 12 month period preceding the commencement of the event or events.

15.11 The aggregate liability of SAL to the Customer under the Agreement shall not exceed the greater of:

  • (a) GBP 1,000; and
  • (b) the total amount paid and payable by the Customer to SAL under the Agreement.
16. Force Majeure Event

16.1 If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under these Terms and Conditions (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.

16.2 A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under these Terms and Conditions, must:

  • (a) promptly notify the other; and
  • (b) inform the other of the period for which it is estimated that such failure or delay will continue.

16.3 A party whose performance of its obligations under these Terms and Conditions is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.

17. Termination

17.1 Either party may terminate the Agreement by giving to the other party at least 30 days' written notice of termination, expiring at the end of any Agreement Period.

17.2 Either party may terminate the Agreement immediately by giving written notice of termination to the other party if the other party commits a material breach of these Terms and Conditions.

17.3 Either party may terminate the Agreement immediately by giving written notice of termination to the other party if:

  • (a) the other party:
    • (i) is dissolved;
    • (ii) ceases to conduct all (or substantially all) of its business;
    • (iii) is or becomes unable to pay its debts as they fall due;
    • (iv) is or becomes insolvent or is declared insolvent; or
    • (v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
  • (b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;
  • (c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up; or
  • (d) if that other party is an individual:
    • (i) that other party dies;
    • (ii) as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or
    • (iii) that other party is the subject of a bankruptcy petition or order.
18. Effects of termination

18.1 Upon the termination of the Agreement, all of the provisions of the Agreement shall cease to have effect, save that the following provisions of these Terms and Conditions shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 3.11, 7, 10.2, 10.3, 10.4, 11, 15, 18, 21 and 22.

18.2 The termination of the Agreement shall not affect the accrued rights of either party.

18.3 Within 30 days following the termination of the Agreement for any reason:

  • (a) the Customer must pay to SAL any Charges in respect of Services provided to the Customer before the termination of the Agreement; and
  • (b) SAL must refund to the Customer any Charges paid by the Customer to SAL in respect of Services that were to be provided to the Customer after the termination of the Agreement, without prejudice to the parties' other legal rights.

18.4 The Customer acknowledges that the Customer shall have no access to Customer Materials following the termination of the Agreement, and if the Customer wishes to download the Customer Materials from the Platform, the Customer must do so before the date of effective termination.

19. Notices

19.1 Any notice from one party to the other party under these Terms and Conditions must be given:

  • (a) in the case of notices by the Customer to SAL, using the contact form made available to the Customer as part of the Hosted Services, in which case the notice shall be deemed to be received upon form submission; or

(b) in the case of notices by SAL to the Customer, by email using the email address provided on the Sign-up Form (as updated by the Customer from time to time in the Account), in which case the notices shall be deemed to be received upon the sending of the email.

20. Subcontracting

20.1 SAL may subcontract any of its obligations under the Agreement.

20.2 SAL shall remain responsible to the Customer for the performance of any subcontracted obligations.

20.3 Notwithstanding any other provision of these Terms and Conditions, the Customer acknowledges and agrees that SAL shall subcontract to any reputable third-party hosting business the hosting of the Platform and the provision of services in relation to the support and maintenance of elements of the Platform.

21. General

21.1 No breach of any provision of the Agreement shall be waived except with the express written consent of the party not in breach.

21.2 If any provision of the Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of the Agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).

21.3 The Agreement may not be varied except by a written document signed by or on behalf of each of the parties.

21.4 The Customer hereby agrees that SAL may assign SAL's contractual rights and obligations under the Agreement to any successor to all or a substantial part of the business of SAL from time to time, providing that, if the Customer is a consumer, such action does not serve to reduce the guarantees benefiting the Customer under the Agreement. The Customer must not without the prior written consent of SAL assign, transfer or otherwise deal with any of the Customer's contractual rights or obligations under the Agreement.

21.5 The Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to the Agreement are not subject to the consent of any third party.

21.6 Subject to Clause 15.1, theSign-up Form, together with these Terms and Conditions and any Schedules, shall constitute the entire agreement between the parties in relation to the subject matter of that Sign-up Form, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.

21.7 The Agreement shall be governed by and construed in accordance with English law.

21.8 The courts of England shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Agreement.

22. Interpretation

22.1 In these Terms and Conditions, a reference to a statute or statutory provision includes a reference to:

  • (a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
  • (b) any subordinate legislation made under that statute or statutory provision.

22.2 The Clause headings do not affect the interpretation of these Terms and Conditions.

22.3 In these Terms and Conditions, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.

Schedule 1 (Acceptable Use Policy)
1. Introduction

1.1 This acceptable use policy (the "Policy") sets out the rules governing:

  • (a) the use of the website at www.riskassessor.net, any successor website, and the services available on that website or any successor website (the "Services"); and
  • (b) the transmission, storage and processing of content by you, or by any person on your behalf, using the Services ("Content").

1.2 References in this Policy to "you" are to any customer for the Services and any individual user of the Services (and "your" should be construed accordingly); and references in this Policy to "us" are to Safety Apps Limited (and "we" and "our" should be construed accordingly).

1.3 By using the Services, you agree to the rules set out in this Policy.

1.4 We will ask for your express agreement to the terms of this Policy before you upload or submit any Content or otherwise use the Services.

1.5 You must be at least 18 years of age to use the Services; and by using the Services or by agreeing to this Policy, you warrant and represent to us that you are at least 18 years of age.

2. General usage rules

2.1 You must not use the Services in any way that causes, or may cause, damage to the Services or impairment of the availability or accessibility of the Services.

2.2 You must not use the Services:

  • (a) in any way that is unlawful, illegal, fraudulent or harmful; or
  • (b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

2.3 You must ensure that all Content complies with the provisions of this Policy.

3. Unlawful Content

3.1 Content must not be illegal or unlawful, must not infringe any person's legal rights, and must not be capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law).

3.2 Content, and the use of Content by us in accordance with these Terms and Conditions, must not:

  • (a) be libellous or maliciously false;
  • (b) be obscene or indecent;
  • (c) infringe any copyright, moral right, database right, trade mark right, design right, right in passing off, or other intellectual property right;
  • (d) infringe any right of confidence, right of privacy or right under data protection legislation;
  • (e) constitute negligent advice or contain any negligent statement;
  • (f) constitute an incitement to commit a crime, instructions for the commission of a crime or the promotion of criminal activity;
  • (g) be in contempt of any court, or in breach of any court order;
  • (h) constitute a breach of racial or religious hatred or discrimination legislation;
  • (i) be blasphemous;
  • (j) constitute a breach of official secrets legislation; or
  • (k) constitute a breach of any contractual obligation owed to any person.

3.3 You must ensure that Content is not and has never been the subject of any threatened or actual legal proceedings or other similar complaint.

4. Graphic material

4.1 Content must be appropriate for all persons who have access to or are likely to access the Content in question.

4.2 Content must not depict violence in an explicit, graphic or gratuitous manner.

4.3 Content must not be pornographic or sexually explicit.

5. Monitoring

5.1 You acknowledge that we may actively monitor the Content and the use of the Services.

6. Harmful software

6.1 The Content must not contain or consist of, and you must not promote or distribute by means of the Services, any viruses, worms, spyware, adware or other harmful or malicious software, programs, routines, applications or technologies.

6.2 The Content must not contain or consist of, and you must not promote or distribute by means of the Services, any software, programs, routines, applications or technologies that will or may have a material negative effect upon the performance of a computer or introduce material security risks to a computer.

7. Content licence

7.1 You hereby grant to us a non-exclusive licence to copy, format-shift, store, distribute and otherwise use the Content to the extent reasonably required for the performance of

our obligations and the exercise of our rights under the Risk Assessor Terms and Conditions, together with the right to sub-license these rights to our hosting, connectivity and telecommunications service providers.

7.2 You warrant to us that the Content will not:

  • (a) breach the provisions of any law, statute or regulation;
  • (b) infringe the Intellectual Property Rights or other legal rights of any person; or
  • (c) give rise to any cause of action against us,

in each case in any jurisdiction and under any applicable law.

8. No contractual right to Services; limited liabilities

8.1 You acknowledge that, unless you have entered into a contract with us under our Risk Assessor Terms and Conditions:

  • (a) you have no right to receive the Services, and we may in our sole discretion alter, limit, suspend or cancel the Services at any time, with or without notice to you; and
  • (b) subject to Section 8.2, we will not be liable to you for any loss or damage which may arise out of your use of the Services.

8.2 Nothing in this Policy will:

  • (a) limit or exclude any liability for death or personal injury resulting from negligence;
  • (b) limit or exclude any liability for fraud or fraudulent misrepresentation;
  • (c) limit any liabilities in any way that is not permitted under applicable law; or
  • (d) exclude any liabilities that may not be excluded under applicable law.
Schedule 2 (Data processing information)
1. Categories of data subject
  • Employees and subcontractors of the Customer
  • Report signatories
  • Other persons whose personal data is included in documentation stored on the Platform
2. Types of Personal Data
  • Account data of employees and subcontractors of the Customer: names, contact details and employment details
  • Personal data included in documentation stored on the Platform
3. Purposes of processing
  • The provision of the Services
  • Monitoring the provision of the Services
4. Categories of sub-processors of Personal Data
  • Software development and support services providers
  • Support infrastructure services providers
  • Hosting services providers