Thank you for choosing to work with Safe Workplace. Below are the terms of use and engagement; external documents are linked herin.

Terms of Use & Engagement

Safe Workplace Terms and Conditions of Use

Please read these Terms and Conditions carefully. All contracts that the Provider 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. Any payment provided to the Provider will express, on the part of the Customer, acceptance of these Terms and Conditions, and no services can be provided until payment has been received and the Terms and Conditions have therefore been agreed to.

1. Definitions

1.1 In these Terms and Conditions:

Acceptance Criteria” means:

(a) the Platform and Hosted Services conforming in all material respects with the Hosted Services Specification; and

(b) the Hosted Services being free from Hosted Services Defects;

“Acceptable Use Policy” means the document that outlines the set of rules to be followed by Customers when using the Provider’s Hosted Services – this document is publically available on the website https://safework.place

Acceptance Period” means a period of 5 Business Days following the making available of the Hosted Services to the Customer;

Access Credentials” means the usernames, passwords and other credentials enabling access to the Hosted Services, including both access credentials for the User Interface and access credentials for the API;

Affiliate” means an entity that Controls, is Controlled by, or is under common Control with the relevant entity;

Agreement” means a contract between the parties incorporating these Terms and Conditions, and any amendments to that contract from time to time;

Anti-Corruption Laws” means all applicable anti-bribery and anti-corruption laws (including the Bribery Act 2010);

Anti-Slavery Laws” means all applicable anti-slavery and anti-human trafficking laws (including the Modern Slavery Act 2015);

Anti-Tax Evasion Laws” means all applicable anti-tax evasion laws (including the Criminal Finances Act 2017);

API” means the application programming interface for the Hosted Services defined by the Provider and made available by the Provider to the Customer;

Availability SLAmeans the document that sets out the Provider’s availability commitments relating to the Hosted Services – this document is publically available on the website https://safework.place

Business Day” means any weekday other than a bank or public holiday in England and the 25th December to 2nd January;

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

CCN” means a change control notice issued in accordance with Clause 17;

CCN Consideration Period” means the period of 10 Business Days following the receipt by a party of the relevant CCN from the other party;

Change” means change requested to the platforms present form, or change in the scope of Services;

Charges” means the following amounts:

(a) the amounts specified in any quotation provided by the Provider;

(b) such amounts as may be agreed in writing by the parties from time to time

Confidential Information” means the Provider Confidential Information and the Customer Confidential Information;

Control” means the legal power to control (directly or indirectly) the management of an entity (and “Controlled” should be construed accordingly);

Customer” means the person or entity identified as such in Section 1 of the Services Order Form;

Customer Confidential Information” means:

(a) any information disclosed by or on behalf of the Customer to the Provider at any time before the termination of the Agreement (whether disclosed in writing, orally or otherwise) that at the time of disclosure:

(i) was marked or described as “confidential”; or

(ii) should have been reasonably understood by the Provider to be confidential; and

(b) the Customer Data;

Customer Data” means all data, works and materials: uploaded to or stored on the Platform by the Customer; transmitted by the Platform at the instigation of the Customer; supplied by the Customer to the Provider for uploading to, transmission by or storage on the Platform; or generated by the Platform as a result of the use of the Hosted Services by the Customer (but excluding analytics data relating to the access and use of the Platform and server log files);

Customer Indemnity Event” has the meaning given to it in Clause 22.3;

Customer Personal Data” means any Personal Data that is processed by the Provider on behalf of the Customer in relation to the Agreement, but excluding personal data with respect to which the Provider is a data controller;

Customer Representatives” means the person or persons formally identified as such by the Customer;

Customer Systems” means the hardware and software systems of the Customer that interact with, or may reasonably be expected to interact with, the Hosted Services;

Customisation” means a customisation of the Hosted Services, whether made through the development, configuration or integration of software, or otherwise;

Data Protection Laws” means the EU GDPR and the UK GDPR and all other applicable laws relating to the processing of Personal Data;

Data Processing Agreementmeans the document outlining the rights and obligations of each party concerning the protection of personal data in compliance with the EU GDPR, the UK GDPR and all other applicable laws relating to the processing of Personal Data – this document is publically available on the website https://safework.place

Documentation” means any online documentation made available or provided to the Customer;

Effective Date” means the date upon which a quote is signed or payment is received, whichever comes sooner.;

EU GDPR” means the General Data Protection Regulation (Regulation (EU) 2016/679) and all other EU laws regulating the processing of Personal Data, as such laws may be updated, amended and superseded from time to time;

Expenses” means the travel, accommodation and subsistence expenses that are reasonably necessary for, and incurred by the Provider exclusively in connection with, the performance of the Provider’s obligations under the Agreement;

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 the internet, hosting provider 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, epidemics, pandemics, explosions, fires, floods, riots, terrorist attacks and wars) 

Hosted Services” means provision of the Safe Workplace platform with access through mobile apps and/or web portals, as specified in the sales order which will be made available by the Provider to the Customer as a service via the internet in accordance with these Terms and Conditions;

Hosted Services Defect” means a defect, error or bug in the Platform having a material adverse effect on the operation, functionality or performance of the Hosted Services, but excluding any defect, error or bug caused by or arising as a result of an incompatibility between the Platform or Hosted Services and any other system, network, application, program, hardware or software not specified as compatible in the Hosted Services Specification;

Hosted Services Specification” means the specification for the Platform and Hosted Services set out in the order form;

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;

Maintenance SLAmeans the document that sets out the service levels applicable to the Provider’s Maintenance Services – this document is publically available on the website https://safework.place;

Minimum Term” means, in respect of the Agreement, a period as dictated by the Sales order, beginning on the Effective Date];

Mobile App” means the mobile application known as Safe Workplace that is made available by the Provider through the Google Play Store and the Apple App Store;

Personal Data” means personal data under any of the Data Protection Laws;

Platform” means the platform managed by the Provider and used by the Provider to provide the Hosted Services;

Provider” means Safe Space Technology Ltd of , a company incorporated in England and Wales (registration number 12678933) having its registered office at Garden Close, Watford, WD17 3DP;

Provider Confidential Information” means:

(a) any information disclosed by or on behalf of the Provider to the Customer at any time before the termination of the Agreement (whether disclosed in writing, orally or otherwise) that at the time of disclosure was marked or described as “confidential” or should have been understood by the Customer (acting reasonably) to be confidential; and

(b) the financial terms of the Agreement;

Provider Indemnity Event” has the meaning given to it in Clause 22.1;

Provider Representatives” means the person or persons identified as employees of the Provider;

Remedy Period” means a period of 20 Business Days following the Customer giving to the Provider a notice that the Hosted Services have any agreed Acceptance Tests, or such other period as the parties may agree in writing;

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

Services Order Form” or “Sales Order” means an online order form published by the Provider and completed and submitted by the Customer, or a hard-copy order form signed or otherwise agreed by or on behalf of each party, in each case incorporating these Terms and Conditions by reference;

Set Up Services” means the configuration, implementation and integration of the Hosted Services in accordance with Section 2 of the Services Order Form;

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;

“Support SLA” means the document that sets out the service levels applicable to the Provider’s Support Services  – this document is publically available on the website https://safework.place;

Supported Web Browser” means the current release from time to time of Microsoft Edge, 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 all the documentation containing the provisions of the Agreement, namely the Services Order Form, the main body of these Terms and Conditions, the Data Processing Agreements, and SLAs (Availability, Maintenance, and Support SLAs), including any amendments to that documentation from time to time;

Third Party Services” means any hosted, cloud or software-based services provided by any third party that are or may be integrated with the Hosted Services by the Provider from time to time in circumstances where the Customer must, in order to activate the integration, have an account with the relevant services provider or obtain activation or access credentials from the relevant services provider;

UK GDPR” means the EU GDPR as transposed into UK law (including by the Data Protection Act 2018 and the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019) and all other UK laws regulating the processing of Personal Data, as such laws may be updated, amended and superseded from time to time;

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

Upgrade” means a major version upgrade of any Platform software; and

User Interface” means the interface for the Hosted Services designed to allow individual human users to access and use the Hosted Services.

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 25 or any other provision of these Terms and Conditions.

2.3 Unless the parties expressly agree otherwise in writing, each Services Order Form shall create a distinct contract under these Terms and Conditions.

3. Set Up Services

3.1 The Provider shall provide the Set Up Services to the Customer.

3.2 The Provider shall use all reasonable endeavours to ensure the Set Up Services are provided in accordance with the timetable set out in the Sales Order or as agreed in any Kick Off Meetings after the Effective Date..

3.3 The Customer acknowledges that a delay in the Customer performing its obligations in the Agreement may result in a delay in the performance of the Set Up Services; and subject to Clause 28.1 the Provider will not be liable to the Customer in respect of any failure to meet the Set Up Services timetable to the extent that that failure arises out of a delay in the Customer performing its obligations under these Terms and Conditions.

3.4 Subject to any written agreement of the parties to the contrary, any Intellectual Property Rights that may arise out of the performance of the Set Up Services by the Provider shall be the exclusive property of the Provider.

4. Hosted Services

4.1 The Provider, upon the completion of the Set Up Services shall provide the Access Credentials necessary to enable the Customer to access and use the Hosted Services.

4.2 The Provider hereby grants to the Customer a worldwide, non-exclusive licence to use the Hosted Services by means of the User Interface and the API if so given written permission by the Provider during the Term. .

4.3 The licence granted by the Provider to the Customer under Clause 4.2 is subject to the following limitations:

(a) the User Interface may only be used through a Supported Web Browser and/or the Mobile Apps;

(b) the User Interface may only be used by [the officers, employees, agents and subcontractors of either the Customer or an Affiliate of the Customer;

(c) the API may only be used by an application or applications approved by the Provider in writing and controlled by the Customer.

4.4 Except to the extent expressly permitted in these Terms and Conditions or required by law on a non-excludable basis, the licence granted by the Provider to the Customer under Clause 4.2 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 or application to access or use the Hosted Services;

(c) the Customer must not use the Hosted Services to provide services to third parties;

(d) the Customer must not republish or redistribute any content or material from the Hosted Services;

(e) the Customer must not make any alteration to the Platform, except as permitted by the Documentation; and

(f) the Customer must not conduct or request that any other person conduct any load testing or penetration testing on the Platform or Hosted Services.

4.5 The Customer shall implement and maintain reasonable security measures relating to the Access Credentials to ensure that no unauthorised person or application may gain access to the Hosted Services by means of the Access Credentials.

4.6 The parties acknowledge and agree that Availability SLA shall govern the availability of the Hosted Services.

4.7 The Customer must comply with the Acceptable Use Policy and must ensure that all persons using the Hosted Services with the authority of the Customer or by means of the Access Credentials comply with the Acceptable Use Policy.

4.8 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.

4.9 The Customer must not use the Hosted Services in any way that uses excessive Platform resources and as a result is liable to cause a material degradation in the services provided by the Provider to its other customers using the Platform; and the Customer acknowledges that the Provider may use reasonable technical measures to limit the use of Platform resources by the Customer for the purpose of assuring services to its customers generally.

4.10 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.

4.11 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.

5. Customisations

5.1 The Provider and the Customer may agree that the Provider shall design, develop, and implement a Customisation or Customisations in accordance with a specification and/or project plan agreed 

5.2 All Intellectual Property Rights in the Customisations shall, as between the parties, be the exclusive property of the Provider. 

5.3 From the time and date when a Customisation is first delivered or made available by the Provider to the Customer, the Customisation shall form part of the Platform, and accordingly from that time and date the Customer’s rights to use the Customisation shall be governed by Clause 4.

5.4 The Customer acknowledges that the Provider may make any Customisation available to any of its other customers or any other third party.

6. Scheduled maintenance

6.1 The Provider may from time to time suspend the Hosted Services for the purposes of scheduled maintenance to the Platform.

6.2 The Provider shall where practicable give to the Customer at least 5 Business Days’ prior written notice of scheduled maintenance that will, or is likely to, affect the availability of the Hosted Services or have a material negative impact upon the Hosted Services.

6.3 The Provider shall ensure that scheduled maintenance will cause minimal disruption.

6.4 The Provider shall ensure that, during each calendar month, the aggregate period during which the Hosted Services are unavailable as a result of scheduled maintenance does not exceed 8 hours.

7. Support Services

7.1 The Provider shall provide the Support Services to the Customer during the Term.

7.2 The Provider shall provide the Support Services with reasonable skill and care.

7.3 The Provider shall provide the Support Services in accordance with the Support Services SLA unless the terms are superseded by the Sales Order.

7.4 The Provider may suspend the provision of the Support Services if any amount due to be paid by the Customer to the Provider under the Agreement is overdue, and the Provider has given to the Customer at least 10 days’ written notice, following the amount becoming overdue, of its intention to suspend the Support Services on this basis.

8. Customer obligations

8.1 Save to the extent that the parties have agreed otherwise in writing, the Customer must provide to the Provider, or procure for the Provider, such:

(a) co-operation, support and advice;

(b) information and documentation; and

(c) access to any systems, databases or data as is necessary to provide the services; and

(d) changes to DNS settings that allow the Provider, where necessary, to send email from the Customer’s domain;

and any other data, information, artwork or materials that are reasonably necessary to enable the Provider to perform its obligations under the Agreement.

9. Customer Data

9.1 The Customer hereby grants to the Provider a non-exclusive licence to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the Customer Data to the extent reasonably required for the performance of the Provider’s obligations and the exercise of the Provider’s rights under the Agreement.

9.2 The Customer warrants to the Provider that the Customer Data when used by the Provider in accordance with the Agreement will not infringe the Intellectual Property Rights or other legal rights of any person, and will not breach the provisions of any law, statute, or regulation, in any jurisdiction and under any applicable law.

9.3 The Provider shall create a back-up copy of the Customer Data at least daily, shall ensure that each such copy is sufficient to enable the Provider 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.

9.4 Within the period of 1 Business Day following receipt of a written request from the Customer, the Provider shall use all reasonable endeavours to restore to the Platform the Customer Data stored in any back-up copy created and stored by the Provider in accordance with Clause 9.3. The Customer acknowledges that this process will overwrite the Customer Data stored on the Platform prior to the restoration. The Customer acknowledges that if this request is due to any other reason than platform malfunction or security breach, the request will be serviced at the Customer’s expense.

10. Integrations with Third Party Services

10.1 The Provider may integrate the Hosted Services with any Third Party Services at any time.

10.2 Notwithstanding the presence of any Third Party Services integration, particular Third Party Services shall only be activated with respect to the Hosted Services account of the Customer by:

(a) the Customer; or

(b) the Provider with the prior written agreement of the Customer.

10.3 The Provider may remove, suspend, deactivate or limit any Third Party Services integration at any time in its sole discretion.

10.4 The supply of Third Party Services shall be under a separate contract or arrangement between the Customer and the relevant third party. The Provider does not contract to supply the Third Party Services and is not a party to any contract for, or otherwise responsible in respect of, the provision of any Third Party Services. Fees may be payable by the Customer to the relevant third party in respect of the use of Third Party Services.

10.5 The Customer acknowledges and agrees that:

(a) the activation of Third Party Services with respect to the Hosted Services account of the Customer may result in the transfer of Customer Data and/or Customer Personal Data from the Hosted Services to the relevant Third Party Services and vice versa;

(b) the Provider has no control over, or responsibility for, any disclosure, modification, deletion or other use of Customer Data and/or Customer Personal Data by any provider of Third Party Services;

(c) the Customer must ensure that it has in place the necessary contractual safeguards to ensure that the transfer of Customer Personal Data to, and use of Customer Personal Data by, a provider of Third Party Services is lawful; and

(d) the Customer shall ensure that the transfer of Customer Data to a provider of Third Party Services does not infringe any person’s Intellectual Property Rights or other legal rights and will not put the Provider in breach of any applicable laws.

10.6 All integration work will be charged per hour, unless explicitly stated otherwise, billed at the hourly rate specified in the Sales Order Form.

10.7 Subject to Clause 23.1:

(a) the Provider gives no guarantees, warranties or representations in respect of any Third Party Services; and

(b) the Provider shall not be liable to the Customer in respect of any loss or damage that may be caused by Third Party Services or any provider of Third Party Services.

11. No assignment of Intellectual Property Rights

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

12. Representatives

12.1 The Provider shall ensure that all instructions given by the Provider in relation to the matters contemplated in the Agreement will be given by a Provider Representative to a Customer Representative, and the Customer:

(a) may treat all such instructions as the fully authorised instructions of the Provider; and

(b) may decline to comply with any other instructions in relation to that subject matter.

12.2 The Customer shall ensure that [all instructions given by the Customer in relation to the matters contemplated in the Agreement] will be given by a Customer Representative to a Provider Representative, and the Provider:

(a) may treat all such instructions as the fully authorised instructions of the Customer; and

(b) may decline to comply with any other instructions in relation to that subject matter.

13. Management

13.1 The parties shall hold management meetings using internet-based conferencing facilities]:

(a) once per calendar month during the Term; and

(b) at the reasonable request of either party.

13.2 A party requesting a management meeting shall give to the other party at least 10 Business Days’ written notice of the meeting.

14. Charges

14.1 The Customer shall pay the Charges to the Provider in accordance with these Terms and Conditions.

14.2 If the Charges are based in whole or part upon the time spent by the Provider performing the Services, the Provider must obtain the Customer’s written consent before performing Services that result in any estimate of time-based Charges given to the Customer being exceeded or any budget for time-based Charges agreed by the parties being exceeded; and unless the Customer agrees otherwise in writing, the Customer shall not be liable to pay to the Provider any Charges in respect of Services performed in breach of this Clause 14.2.

14.3 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 the Provider.

14.4 The Provider may elect to vary any element of the Charges by giving to the Customer not less than 30 days’ written notice of the variation, providing that no such variation shall constitute a percentage increase in the relevant element of the Charges that exceeds 2% or a raise in line with inflation in the United Kingdom, whatever is the greater, and, there will never be more than one price variation in any 12 month period (taking each 12 months as starting from the Effective Date).

15. Expenses

15.1 The Customer shall reimburse the Provider in respect of any Expenses, providing that the Provider must obtain the prior written authorisation of the Customer before incurring any Expenses exceeding £3,000 per annum.

15.2 The Provider must collect and collate evidence of all Expenses and must retain such evidence during the Term and for a period of 90 days following the end of the Term.

15.3 Within 20 Business Days following receipt of a written request from the Customer to do so, the Provider must supply to the Customer such copies of the evidence for the Expenses in the possession or control of the Provider as the Customer may specify in that written request.

16. Payments

16.1 The Provider shall issue invoices for the Charges to the Customer on receipt of the signed Sales Order and then annually for the term, or, as is stipulated in the Sales Order. 

16.2 The Customer must pay the Charges to the Provider within the period of 30 days following the issue of an invoice in accordance with this Clause 16. Note, in the first year of the contract, no work will commence until funds are cleared. 

16.3 The Customer must pay the Charges by bank transfer (using such payment details as are notified by the Provider to the Customer from time to time).

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

(a) charge the Customer interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate 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.

17. Confidentiality obligations

17.1 The Provider 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;

(c) use the same degree of care to protect the confidentiality of the Customer Confidential Information as the Provider uses to protect the Provider’s own confidential information of a similar nature, being at least a reasonable degree of care;

(d) act in good faith at all times in relation to the Customer Confidential Information; and

(e) not use any of the Customer Confidential Information for any purpose other than that which it was volunteered for and provision of the Services.

17.2 The Customer must:

(a) keep the Provider Confidential Information strictly confidential;

(b) not disclose the Provider Confidential Information to any person without the Provider’s prior written consent, and then only under conditions of confidentiality approved in writing by the Provider;

(c) use the same degree of care to protect the confidentiality of the Provider Confidential Information as the Customer uses to protect the Customer’s own confidential information of a similar nature, being at least a reasonable degree of care;

(d) act in good faith at all times in relation to the Provider Confidential Information; and

17.3 Notwithstanding Clauses 17.1 and 17.2, a party’s Confidential Information may be disclosed by the other party to that other party’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 Confidential Information that is disclosed.

17.4 No obligations are imposed by this Clause 17 with respect to a party’s Confidential Information if that Confidential Information:

(a) is known to the other party 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 the other party

17.5 The restrictions in this Clause 17 do not apply to the extent that any 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 either party on any recognised stock exchange.

17.6 Upon the termination of the Agreement, each party must immediately cease to use the other party’s Confidential Information.

17.7 Following the date of effective termination of the Agreement, and within 15 Business Days following the date of receipt of a written request from the other party, the relevant party must:

(a) irreversibly delete from its media and computer systems all copies of the other party’s Confidential Information (and ensure that the other party’s Confidential Information is irreversibly deleted from the media and computer systems of all persons to whom the relevant party has directly or indirectly disclosed that Confidential Information);

(b) ensure that no other copies of the other party’s Confidential Information remain in the relevant party’s possession or control (or the possession of control of any person to whom the relevant party has directly or indirectly disclosed the other party’s Confidential Information); 

subject in each case to any obligations that the relevant party has under the Agreement to supply or make available to the other party any data or information, and providing that the relevant party shall have no obligation under this Clause 17.7 to delete or to cease to possess or control any of the other party’s Confidential Information to the extent that the relevant party is required by applicable law to retain that Confidential Information.

17.8 The provisions of this Clause 17 shall continue in force indefinitely following the termination of the Agreement.

18. Publicity

18.1 Neither party may make any public disclosures relating to the Agreement or the subject matter of the Agreement (including disclosures in press releases, public announcements, and marketing materials) without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed, and providing that the following public disclosures may be made without consent:

(a) that the parties are engaged, including the usage of the other’s logo and name.

18.2 Nothing in this Clause 18 shall be construed as limiting the obligations of the parties under Clause 17.

19. Data protection

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

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

19.3 The Customer shall only supply to the Provider, and the Provider shall only process, in each case under or in relation to the Agreement:

(a) the Personal Data of data subjects falling within the categories specified in Section 1 of the Data Processing Agreement (or such other categories as may be agreed by the parties in writing and/or as included in the publicly available privacy policy); and

(b) Personal Data of the types specified in Section 2 of the Data Processing Agreement (or such other types as may be agreed by the parties in writing and/or as included in the publicly available privacy policy).

19.4 The Provider shall only process the Customer Personal Data for the purposes specified in Section 3 of the Data Processing Agreement

19.5 The Provider shall only process the Customer Personal Data during the Term and for not more than 45 days following the end of the Term, subject to the other provisions of this Clause 19.

19.6 The Provider 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 a third country under the Data Protection Laws), as set out in these Terms and Conditions or any other document agreed by the parties in writing.

19.7 The Customer hereby authorises the Provider to make the following transfers of Customer Personal Data:

(a) the Provider may transfer the Customer Personal Data internally, providing that such transfers must be protected by appropriate safeguards, namely over encrypted transfer protocols to storage areas with restricted access;

(b) the Provider may transfer the Customer Personal Data to its third party processors in the jurisdictions identified in Section 5 of the Data Processing Agreement and may permit its third party processors to make such transfers, providing that such transfers must be protected by any appropriate safeguards identified therein; and

(c) the Provider may transfer the Customer Personal Data to a country, a territory or sector to the extent that the competent data protection authorities have decided that the country, territory or sector ensures an adequate level of protection for Personal Data.

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

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

19.10 The Provider 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.

19.11 The Provider shall implement appropriate technical and organisational measures to ensure an appropriate level of security for the Customer Personal Data, including those measures specified in Section 4 of the Data Processing Agreement

19.12 The Provider 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, the Provider shall inform the Customer 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 Provider must not implement the changes. The Provider shall ensure that each third party processor is subject to equivalent legal obligations as those imposed on the Provider by this Clause 19.

19.13 As at the Effective Date, the Provider is hereby authorised by the Customer to engage, as sub-processors with respect to Customer Personal Data, third parties within the categories identified in Section 5 of the Data Processing Agreement.

19.14 The Provider 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.

19.15 The Provider 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. The Provider may charge the Customer at its standard time-based charging rates for any work performed by the Provider at the request of the Customer pursuant to this Clause 19.15.

19.16 The Provider must notify the Customer of any Personal Data breach affecting the Customer Personal Data without undue delay and, in any case, not later than 36 hours after the Provider becomes aware of the breach.

19.17 The Provider 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.

19.18 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 the Agreement, then the parties shall use their best endeavours promptly to agree such variations to the Agreement as may be necessary to remedy such non-compliance.

20. Warranties

20.1 The Provider warrants to the Customer that:

(a) the Provider has the legal right and authority to enter into the Agreement and to perform its obligations under these Terms and Conditions;

(b) the Provider will comply with all applicable legal and regulatory requirements applying to the exercise of the Provider’s rights and the fulfilment of the Provider’s obligations under these Terms and Conditions

20.2 The Provider warrants to the Customer that:

(a) the Platform will be free from viruses, worms, Trojan horses, ransomware, spyware, adware and other malicious software programs; and

(b) the Platform will incorporate security features reflecting the requirements of good industry practice

20.3 The Provider 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.

20.4 If the Provider 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, the Provider 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.

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

20.6 All of the parties’ warranties and representations in respect of the subject matter of the Agreement 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 the Agreement will be implied into the Agreement or any related contract.

21. Acknowledgements and warranty limitations

21.1 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, the Provider gives no warranty or representation that the Hosted Services will be wholly free from defects, errors and bugs.

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

21.3 The Customer acknowledges that the Hosted Services are designed to be compatible only with that software and the Provider does not warrant or represent that the Hosted Services will be compatible with any other software or systems.

21.4 The Customer acknowledges that the Provider 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, the Provider 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.

22. Indemnities

22.1 The Provider shall indemnify and shall keep indemnified the Customer against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by the Customer and arising directly or indirectly as a result of any breach by the Provider of these Terms and Conditions (a “Provider Indemnity Event“).

22.2 The Customer must:

(a) upon becoming aware of an actual or potential Provider Indemnity Event, notify the Provider;

(b) provide to the Provider all such assistance as may be reasonably requested by the Provider in relation to the Provider Indemnity Event;

(c) allow the Provider the exclusive conduct of all disputes, proceedings, negotiations and settlements with third parties relating to the Provider Indemnity Event; and

(d) not admit liability to any third party in connection with the Provider Indemnity Event or settle any disputes or proceedings involving a third party and relating to the Provider Indemnity Event without the prior written consent of the Provider,

and the Provider’s obligation to indemnify the Customer under Clause 22.1 shall not apply unless the Customer complies with the requirements of this Clause 22.2.

22.3 The Customer shall indemnify and shall keep indemnified the Provider against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by the Provider and arising directly or indirectly as a result of any breach by the Customer of these Terms and Conditions(a “Customer Indemnity Event“).

22.4 The Provider must:

(a) upon becoming aware of an actual or potential Customer Indemnity Event, notify the Customer;

(b) provide to the Customer all such assistance as may be reasonably requested by the Customer in relation to the Customer Indemnity Event;

(c) allow the Customer the exclusive conduct of all disputes, proceedings, negotiations and settlements with third parties relating to the Customer Indemnity Event; and

(d) not admit liability to any third party in connection with the Customer Indemnity Event or settle any disputes or proceedings involving a third party and relating to the Customer Indemnity Event without the prior written consent of the Customer,

and the Customer’s obligation to indemnify the Provider under Clause 22.3 shall not apply unless the Provider complies with the requirements of this Clause 22.4.

22.5 The indemnity protection set out in this Clause 22 shall be subject to the limitations and exclusions of liability set out in the Agreement, except where the Provider has been commercially disadvantaged.

23. Limitations and exclusions of liability

23.1 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.

23.2 The limitations and exclusions of liability set out in this Clause 23 and elsewhere in these Terms and Conditions: 

(a) are subject to Clause 23.1; 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, except to the extent expressly provided otherwise in these Terms and Conditions.

23.3 Neither party shall be liable to the other party in respect of any losses arising out of a Force Majeure Event.

23.4 The Provider shall not be liable to the Customer in respect of any loss of profits or anticipated savings.

23.5 The Provider shall not be liable to the Customer in respect of any loss of revenue or income.

23.6 The Provider shall not be liable to the Customer in respect of any loss of use or production.

23.7 The Provider shall not be liable to the Customer in respect of any loss of business, contracts, or opportunities.

23.8 Neither party shall be liable to the other party in respect of any loss or corruption of any data, database, or software.

23.9 The Provider shall not be liable to the Customer in respect of any special, indirect, or consequential loss or damage.

23.10 The liability of each party to the other party under the Agreement in respect of any event or series of related events shall not exceed the smaller of:

(a) £100,000; and

(b) the total amount paid and payable by the Customer to the Provider under the Agreement in the 12-month period preceding the commencement of the event or events.

23.11 The aggregate liability of each party to the other party under the Agreement shall not exceed the greater of:

(a) £150,000

24. Force Majeure Event

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

24.2 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 the Agreement, 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.

24.3 A party whose performance of its obligations under the Agreement is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.

25. Termination

25.1 The Provider may terminate the Agreement by giving to the Customer not less than 60 days’ written notice of termination. The Customer may terminate the Agreement by giving to the Provider not less than 60 days’ written notice of termination, expiring after the end of the Minimum Term.

25.2 Subject to applicable law, 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 (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under the Agreement)

25.3 The Provider may terminate the Agreement immediately by giving written notice to the Customer if:

(a) any amount due to be paid by the Customer to the Provider under the Agreement is unpaid by the due date and remains unpaid upon the date that that written notice of termination is given; and

(b) the Provider has given to the Customer at least 30 days’ written notice, following the failure to pay, of its intention to terminate the Agreement in accordance with this Clause 25.4.

25.4 The rights of termination set out in the Agreement shall not exclude any rights of termination available at law.

26. Effects of termination

26.1 Upon the termination of the Agreement, all of the provisions of these Terms and Conditions 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, , 4.11, 10.7, , 15.2, 15.3, , 16.2, 16.4, 17, 18, 19, 22, 23, 26, 27, 28.1, 28.2, 28.4, 28.7, 28.8, 29.1, 29.4, 30.1, 30.3, 32, 33, 34, 35, 36, 37, 38 and 39].

26.2 Except to the extent expressly provided otherwise in these Terms and Conditions, the termination of the Agreement shall not affect the accrued rights of either party.

26.3 Within 15 days following the termination of the Agreement for any reason:

(a) the Customer must pay to the Provider any Charges in respect of Services provided to the Customer before the termination of the Agreement; and

(b) the Provider must refund to the Customer any Charges paid by the Customer to the Provider 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.

27. Non-solicitation of personnel

27.1 The Customer must not, without the prior written consent of the Provider, either during the Term or within the period of 12 months following the end of the Term, engage, employ, or solicit for engagement or employment any employee or subcontractor of the Provider who has been involved in any way in the negotiation or performance of the Agreement.

28. Anti-corruption

28.1 Each party warrants and undertakes to the other that it has complied and will continue to comply with the Anti-Corruption Laws in relation to the Agreement.

28.2 Save to the extent that applicable law requires otherwise, each party must promptly notify the other if it becomes aware of any events or circumstances relating to the Agreement that will or may constitute a breach of the Anti-Corruption Laws (irrespective of the identity of the person in breach).

28.3 The Provider shall use all reasonable endeavours to ensure that all persons that:

(a) provide services to the Provider (including employees, agents and subsidiaries of the Provider); and

(b) are involved in the performance of the obligations of the Provider under the Agreement,

will comply with the Anti-Corruption Laws.

28.4 Each party shall create and maintain proper books and records of all payments and other material benefits given by one party to the other, and each party shall promptly, following receipt of a written request from the other party, supply copies of the relevant parts of those books and records to the other party.

28.5 The Provider warrants that it has in place its own policies and procedures designed to ensure the compliance of the Provider with the Anti-Corruption Laws; and the Provider undertakes to: acting reasonably, maintain and enforce those policies and procedures during the Term; 

28.6 Each party shall provide reasonable co-operation to the other party, at the other’s expense, in relation to any due diligence exercises, risk assessments, monitoring programmes and reviews conducted by the other party for the purpose of ensuring or promoting compliance with the Anti-Corruption Laws.

28.7 Nothing in these Terms and Conditions shall prevent either party from reporting a breach of the Anti-Corruption Laws to the relevant governmental authorities.

28.8 Any breach of this Clause 28 shall be deemed to constitute a material breach of the Agreement.

29. Anti-slavery

29.1 Each party warrants and undertakes to the other that it has complied and will continue to comply with the Anti-Slavery Laws.

29.2 The Provider shall ensure that all persons that provide services or supply products to the Provider, where such services or products are used in the performance of the obligations of the Provider under the Agreement, will comply with the Anti-Slavery Laws.

29.3 The Provider warrants that it has in place its own policies and procedures designed to ensure the compliance of the Provider with the Anti-Slavery Laws; and the Provider undertakes to acting reasonably, maintain and enforce those policies and procedures during the Term; 

29.4 Any breach of this Clause 29 shall be deemed to constitute a material breach of the Agreement.

30. Anti-tax evasion

30.1 Each party warrants and undertakes to the other that it has complied and will continue to comply with the Anti-Tax Evasion Laws.

30.2 The Provider shall ensure that all employees, agents and persons that provide services to the Provider, when acting in such capacity in connection with the Agreement, will comply with the Anti-Tax Evasion Laws.

30.3 The Provider warrants that it has in place its own policies and procedures designed to ensure the compliance of the Provider with the Anti-Tax Evasion Laws; and the Provider undertakes to acting reasonably, maintain and enforce those policies and procedures during the Term; 

30.4 Any breach of this Clause 30 shall be deemed to constitute a material breach of the Agreement.

31. Notices

31.1 Any notice given under these Terms and Conditions must be in writing, whether or not described as “written notice” in these Terms and Conditions.

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

sent by email, with a minimum of three recipients, to “legal[@]safework.place” 

31.3 A party receiving from the other party a notice by email must acknowledge receipt by email promptly, and in any event within 2 Business Days following receipt of the notice.

31.4 A notice will be deemed to have been received at the relevant time set out below or, where such time is not within Business Hours, when Business Hours next begin after the relevant time set out below: 

(a) in the case of notices sent by email, at the time of the sending of an acknowledgement of receipt by the receiving party] OR [at the time of the sending of the email (providing that the sending party retains written evidence that the email has been sent)

32. Assignment

32.1 The Customer hereby agrees that the Provider may assign, transfer, or otherwise deal with the Provider’s contractual rights and obligations under these Terms and Conditions.

32.2 The Provider hereby agrees that the Customer may assign, transfer or otherwise deal with the Customer’s contractual rights and obligations under these Terms and Conditions.

33. No waivers

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

33.2 No waiver of any breach of any provision of the Agreement shall be construed as a further or continuing waiver of any other breach of that provision or any breach of any other provision of the Agreement.

34. Severability

34.1 If a provision of these Terms and Conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.

34.2 If any unlawful and/or unenforceable provision of these Terms and Conditions 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. 

35. Third party rights

35.1 The Agreement is for the benefit of the parties and is not intended to benefit or be enforceable by any third party.

35.2 The exercise of the parties’ rights under the Agreement is not subject to the consent of any third party.

36. Variation of Terms

36.1  The Company reserves the right to vary these terms from time to time. You will be notified of any proposed variation and will be deemed to have accepted said variation unless you provide written rejection of said variations within 15 business days. 

37. Entire agreement

37.1 The Services Order Form, the main body of these Terms and Conditions and the Data Processing Agreement, and SLAs (Availability, Maintenance, and Support SLAs), shall constitute the entire agreement between the parties in relation to the subject matter of the Agreement, and shall supersede all previous agreements, arrangements, and understandings between the parties in respect of that subject matter.

37.2 Neither party will have any remedy in respect of any misrepresentation (whether written or oral) made to it upon which it relied in entering into the Agreement.

37.3 The provisions of this Clause 37 are subject to Clause 28.1.

38. Law and jurisdiction

38.1 These Terms and Conditions shall be governed by and construed in accordance with English law.

38.2 Any disputes relating to the Agreement shall be subject to the exclusive jurisdiction of the courts of England.

39. Interpretation

39.1 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.

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

39.3 References in these Terms and Conditions to “calendar months” are to the 12 named periods (January, February and so on) into which a year is divided.

39.4 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.