Terms and Conditions
Standard Terms & Conditions
1. The Service
1. 1. Safesmart Limited (hereafter The Company) has agreed to provide the Goods and Services described in this agreement and schedule(s) subject to these Conditions which shall govern the Agreement between the parties to the exclusion of any other terms and conditions.
1. 2. The Company shall:
- 2.1. provide the Service with reasonable skill and care;
- 2.2. advise and assist the Client with respect to all aspects of the Service and comply with the reasonable requests of the Client with respect to the performance of the Service;
- 2.3. provide the Client electronic access to use the Service ; and
- 2.4. provide the Client with any Deliverables specified in the Agreement.
- 3. In the event that, during the course of the performance of the Agreement, the Client requests any variation of the Service to be provided or that it becomes apparent to the Company from its performance of the Service to date that a variation will be required, the parties shall agree a revision to the Agreement to include revised charges, timetable and deliverables as appropriate. The Company shall not be obliged to accept or perform any variation to the Service until such revised terms have been agreed.
- 4. No order for the Service which has been accepted by the Company by way of this agreement nor any part thereof may be cancelled nor any schedule of dates for performance of the Service amended by the Client except with the agreement in writing of the Company and on terms that the Client shall indemnify the Company in full against all loss (including loss of profit), costs (including the cost of all labour and materials), damages, charges and expenses incurred by the Company as a result of cancellation or amendment.
2. Client’s Obligations
- 1. The Client shall provide the Company with the Customer Data and all other necessary information. The Data shall be subject to the provisions of confidentiality contained in clause 6.
- 2. The Client agrees to provide the Company with the Data in formats specified by the Company.
- 3. The Client warrants that:
- 3.1. the Data supplied will be accurate, complete and up-to-date;
- 3.2. the Data will be supplied within the time periods requested by the Company in order for the Company to provide the Service in accordance with its obligations;
- 3.3. it has previously complied with the Data Protection Act 1998 (‘the Act’) and will comply with the General Data Protection Regulation EU 2016/679 Regulation (GDPR) in all respects in connection with the Customer Data including, but not limited to, compliance with the notification requirements in the GDPR and ensuring that permission has been granted by each data subject for his or her personal data details to be supplied to the Company and to be used for the purpose of communication with regard to health & safety and fire safety.
- 3.4. it owns or has the necessary licences to use any intellectual property rights in the Data or third party web pages where links are created, and the Client agrees to indemnify the Company against all loss, damages, costs and expenses (including legal costs) incurred by the Company as a result of any claim or claims that the Company’s use of the Data or links to third party web pages infringes the rights of a third party.
- 4. The Client shall ensure that its employees, agents and other advisors shall cooperate at all times with the Company in their provision of the Service and ensure that they operate in accordance with the work place regulations act 1997.
3. Payment and title
- 1. In consideration of the Company agreeing to provide the Service in accordance with clause 2.1 above, the Client agrees to pay the Company’s charges as set out in the Schedule. All charges stated are exclusive of VAT for which the Client shall be additionally liable.
- 2. Subject to Company agreeing to establish a credit account, all sums payable by the Client to the Company shall (except where otherwise stated in the schedule) be paid within 30 (thirty) days of receipt of the Company’s invoice.
- 3. The Company may, without prejudice to any other rights and remedies at its option, charge the Client interest on any payment which has not been made within 30 (thirty) days of the due date, at 2% (two per cent) per month above the prevailing HSBC Bank plc base rate of interest, such interest to accrue on a day to day basis from the due date for payment until receipt by the Client of the full amount whether before or after judgment, and the Client shall indemnify the Company against all costs and expenses (including any legal costs and expenses on a full indemnity basis) incurred or sustained by the Company in recovering sums due or in exercising its rights pursuant to clause 4.
- 4. Training and annual licence fees are payable in full on signing of the agreement The Company reserves the right to suspend access to the service until payment for all valid invoices has been received.
- 5. The Agreement will automatically be renewed at the end of the initial term and each successive renewal period .Charges for all licences in force at the end of the initial period and each successive at the rate per licence shown on the schedule plus an increase of no more than 10% will be payable unless the Client informs the Company otherwise a minimum of 60 days prior to the renewal date. In the event that notification of termination is not received an invoice for the following 12-month period will be raised and be payable prior to commencement of the new 12-month period.
- 6. Prices are based on clients accepting invoices by email and making payment by electronic means.The company reserves the right to make additional charges to reflect the increased cost of working in the event that the client does not comply with this requirement.
- 7. Title in any goods supplied shall not pass to the Customer until the The Company has been paid in full for the goods.
4. Ownership Of Rights In Designs
- 1. The Company agrees, subject to payment of its charges under the Agreement, to assign to or to procure the assignment to the Client from the relevant Group Company of all intellectual property rights including, but not limited to, design rights (whether registered or not), trade marks and copyright in designs specifically commissioned by the Client as part of the Services, but excluding intellectual property in any software used in or in relation to such designs for which the Client shall have a non-exclusive licence to use the software solely in connection with such designs.
- 1. Subject to clause 7.2 below, in the event that the Company fails to comply with its obligation to provide the Service with reasonable care and skill and in accordance with the Agreement, the Company will refund to the Client all charges paid by the Client in respect of the Service.
- 2. The Company shall have no liability to the extent that any failure in the provision of the Service is due to:
- 2.1. internet or web server errors or unavailability;
- 2.2. server faults or the failure of any other third party systems which are beyond the Company’s control;
- 2.3. any breach of warranty or failure by the Client to comply with its obligations under clause 2 above;
- 2.4. errors that appeared in the Data after receiving final sign-off by the Client.
- 3. All times agreed by the parties for delivery and provision of the Service and the Deliverables are estimates only and provided that the Company uses all reasonable endeavours to avoid and minimise delay, the Company shall not be liable for any consequences of delay.
- 4. In no event shall the Company be liable to the Client for any consequential or indirect loss or damage howsoever caused, loss of profits, including loss of profits on Agreements, or business revenue and whether such losses or damages arise in Agreement tort or statute or whether as a result of negligence or otherwise.
- 5. The Company’s aggregate liability under the Agreement to the Client for all losses, damages, costs, claims, and expenses, howsoever arising, shall not exceed the limit of the Company’s insurance in respect thereof.
- 1. Each party undertakes to keep and treat as confidential and not to disclose to any third party any information relating to the business or trade secrets of the other, nor to make use of such information for any purpose whatsoever except for the purposes of the Agreement provided that the foregoing obligation shall not extend to information which is:
- 1.1. published or otherwise generally available to the public, other than by breach of the Agreement;
- 1.2. rightfully in the possession of both parties and was rightfully in their possession prior to the negotiations leading to the Agreement;
- 1.3. received by one party from a third party without any obligations of confidentiality.
- 2. Each party undertakes to procure that its employees, contractors and agents comply with the undertaking at clause 6.1 above.
- 3. The Company will take appropriate technical and organisational measures against unauthorised or unlawful processing of Customer Data and against accidental loss or destruction, or damage to, Customer Data; however, the Company excludes all liability for loss or misuse of Customer Data which is released onto the internet or other network external to the Company in the proper performance of the Service.
- 4. The foregoing obligations as to confidentiality shall survive any termination of this Agreement.
6.5. GDPR & Personal Data – Select Preferences
Safesmart Limited commit to ensuring compliance with UK personal data law and regarding the GDPR. In accordance with Article 6 of the GDPR the lawful basis for processing being a legal obligation and legitimate interest. Safesmart Limited shall at the customer’s discretion destroy or return all personal data to the customer on termination of this agreement, and shall destroy or delete all copies it holds of the Personal Data, unless relevant local law to which Safesmart Limited is subject requires that personal data to be retained. Safesmart will follow the GDPR principles of personal data minimisation and data portability. We remind customers that they also have all rights under GDPR such as rectification and restriction of processing. Our privacy notice and data protection policy will remain in compliance with UK Data Protection Law and they can be read here:
– Personal Data processing and email in relation to the functionality and service provision of Smartlog is obligatory and you accept this by signing this contract but please tick the boxes as appropriate to confirm if you consent for us to process your employee’s personal data in relation to the following additional purposes. Tick the other box if you do not consent. We hope you do consent as all our marketing is designed to help you with health & safety compliance:
Email Marketing encompasses promotional information as well as useful related products & services and health & safety and fire safety legislation blog updates. All email marketing you may receive will be directly from Safesmart, we will not pass your personal data on for non-consented marketing purposes; only regarding service provision with our partners & subcontractors. Postal marketing is regarding promotional material. You can change marketing consent preferences by contacting us. Partners companies are carefully chosen and only related to the safety sector to help you like all our client marketing communication to improve & maintain our relationship.
- 1. This Clause applies if:-
- 1.1. the Client makes any voluntary arrangements with its creditors; becomes subject to an administration order; goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction); or if an encumbrancer takes possession, or an administrative receiver or administrator is appointed, of any of the property or assets of the
- 1.2. Client; or the Client ceases, or threatens to cease, to carry on business or suffers any action in consequence or debt; or the Company reasonably concludes that any of the events mentioned above is about to occur in relation to the Client and notifies the Client accordingly; or
- 1.3. The Client commits a breach of its obligations under this Agreement, which is capable of remedy and fails to remedy the breach within 14 days of notice from the Company stating what the nature of the breach and requesting that it be remedied.
- 1.4. in the reasonable opinion of the Company, the Data supplied by the Client would result in compliance failure.
- 1.5. If any of the events in Clause 7.1 occur then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to cancel this Agreement without prejudice to any other rights or remedies available to it provided that the Client shall make reasonable recompense to the Company (up to the date of termination) for any work which the Company has completed under this Agreement and for which it is properly entitled to be paid.
- 2. If this Clause applies then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to cancel the Agreement or suspend any further Services to be provided under the Agreement without liability to the Client and all charges in respect of that Agreement shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
- 3. No waiver by the Company of any breach of the Agreement by the Client shall be considered as a waiver of any subsequent breach of the same or any other provision.
- 4. No variation to these Conditions shall be binding unless agreed in writing by a Director of the Company.
- 5. If any provision of these Conditions is held by a competent authority to be invalid or unenforceable, in whole or in part, the validity of the other provisions of these Conditions and the remainder of the provisions in question shall not be affected thereby.
- 6. The terms of the Agreement may be enforced by any Group Company to the extent that that Group Company has, during the course of the Agreement, provided any of the Services to the Client on behalf of the Company, subject to and in accordance with the Agreements (Rights of Third Parties) Act 1999.
- 7. Except as provided in clause 7.4, a person who is not a party to the Agreement has no right under the Agreements (Rights of Third Parties) Act 1999 to enforce any term of the Agreement, but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
- 8. The Agreement shall be governed by the laws of England and any dispute arising out of or in connection with it shall be determined by the exclusive jurisdiction of the English courts.
- 9. The user agrees to comply fully with the current Fire Legislation of the United Kingdom.
- 10. These terms may be varied by The Company by giving no less than 30 days advance notice to the customer.
- 1) Form of Notice. All notices and other communications between the parties must be in writing.
- 2) Method of Notice. Notices must be given (with proof of delivery obtained by the customer) by one of the following methods(i) personal delivery, (ii) a nationally-recognized, next-day courier service, (iii) first-class registered or certified mail, postage prepaid[, (iv) fax][ or (v) electronic mail] to the party’s address specified in this agreement, or to the address that a party has notified to be that party’s address for the purposes of this section.
- 3) Receipt of Notice. A Notice given in accordance with this agreement will be effective upon receipt by the party to which it is given or, if mailed, upon the earlier of receipt and the fifth Business Day following mailing.
Risk Assessment Terms & Conditions
The fire risk assessment has been conducted and recorded on behalf of the responsible persons identified within the report.
The fire risk assessor has no control over the premises or its ongoing management. The recommendations have been made to assist the responsible person in complying with the Regulatory Reform (Fire Safety) Order 2005, The Fire Safety (Scotland) Regulations 2006, The Fire & Rescue Services (NI) Order 2006 and The Fire Precautions (Workplace) Regulations (Northern Ireland Only) where the legislation is appropriate to the premises.
The fire risk assessor has no control over the buildings staffing levels or the rectification of any remedial actions identified within the report.
The fire risk assessment will be a non-destructive and non-invasive survey. Fire risk assessment findings are based on visual observations only unless otherwise stated.
Where voids and cavities are inspected only a sample inspection will be conducted. A further condition survey or structural survey will need to be conducted where issues have been identified. This is not the responsibility of the fire risk assessor.
The fire risk assessor is not responsible for any subsequent changes to the premises, subsequent faults in equipment, or deterioration in the premises and testing requirements.
The purpose of the fire risk assessment is to provide an assessment of the risk to life from fire in the premises which has been assessed, and where appropriate, to make recommendations to ensure compliance with fire safety legislation. The report may also address the risk to property, business continuity, environment, amenity and heritage from fire.
The ongoing use and operation of a premises is at the discretion of the responsible person. This is not the responsibility of the fire risk assessor.
The report represents only the best judgement of the fire risk assessor named in the report and is partly based on information provided by the responsible person or other persons indicated in the fire risk assessment summary. No liability whatsoever is accepted for the accuracy of information obtained from these persons.
The fire risk assessment is intended for the use of the responsible person indicated in the fire risk assessment and is not intended for third party use. The fire risk assessor will not accept any responsibility for matters arising through the use of the report by an unauthorised third party.
The fire risk assessment is not to be reproduced without the Fire Risk Assessors approval.