TERMS AND CONDITIONS OF SERVICE

1. INTRODUCTION

1.1. Firehub is an online service which allows fire risk assessments to be completed via a tablet or web-based portal. Firehub is operated by Synergy Fire Technologies Limited a private limited company registered in England and Wales with company number 10238896 whose registered address is at Unit 10 Lime Tree Business Park, Lime Tree Road, Matlock, Derbyshire, England, DE4 3EJ.

1.2. You can contact us by email at [email protected]. Please read these terms and conditions of service (“Conditions”) carefully as they contain important information about your legal rights and obligations.

1.4. If you wish to sign up to use Firehub please complete the online registration form, tick the box next to the declaration which reads “please confirm you agree to our Terms & Conditions” and then click the “sign up” button to acknowledge acceptance of these Conditions (the “agreement”).

2. INTERPRETATION

2.1. The following definitions and rules of interpretation apply in this agreement:

“Annual Plan”: a subscription to access and use Firehub that is billed on a yearly basis.

“Applicable Laws”: means:

(a) To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom.

(b) To the extent EU GDPR applies, the law of the European Union or any member state of the European Union to which the Company is subject.

“Applicable Data Protection Laws”: means:

(a) To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data.

(b) To the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the Company is subject, which relates to the protection of personal data.

“Authorised Users”: those employees, agents and independent contractors of the Subscriber who are authorised by the Subscriber to use Firehub, as further described in clause 3.2.4.

“Business Day”: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

“Company”: Synergy Fire Technologies Limited a company registered in England and Wales with company number 10238896 whose registered address is at Unit 10 Lime Tree Business Park, Lime Tree Road, Matlock, Derbyshire, England, DE4 3EJ.

“Confidential Information”: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 12.5 or clause 12.6.

“Documentation”: the explanation and details of Firehub’s functionality as set out on the Website from time to time.

“Effective Date”: the date of this agreement.

“EU GDPR”: the General Data Protection Regulation ((EU) 2016/679).

“Firehub”: the online fire risk assessment service which utilises the Software.

“Initial Term”: the first month of this agreement in respect of a Monthly Plan or the initial 12 month term of this agreement in respect of an Annual Plan.

“Monthly Plan”: a subscription to access and use Firehub that is billed on a monthly basis.

“Normal Business Hours”: 08.00 to 18.00 UK time, each Business Day.

“Pay Per Use Fee”: the fee displayed on the Website from time to time which is payable by the Subscriber when a Report is either viewed using Firehub or sent to the Subscriber Customer.

“Renewal Period”: the period of either (i) one month in respect of a Monthly Plan; or (ii) 12 in respect of an Annual Plan.

“Report”: a fire risk assessment report that is generated by Firehub utilising the Subscriber’s expertise and validation of the Subscriber Data.

“Software”: the online software applications provided by the Company as part of Firehub.

“Stripe”: means the secure online payments platform operated by Stripe, Inc. which is integrated into the Website.

“Subscriber”: the sole trader, fire risk assessment company or health and safety professional that enters into this agreement.

“Subscriber Customers”: the customers that engage the Subscriber to carry out a fire risk assessment of their chosen premises.

“Subscriber Data”: the data inputted by the Subscriber, Authorised Users, or the Company on the Subscriber’s behalf for the purpose of using Firehub or facilitating the Subscriber’s use of Firehub.

“Subscription Fees”: the subscription fees payable by the Subscriber to the Company for the User Subscriptions as set out in Schedule 1 or as updated and displayed on the Website from time to time in respect of any Renewal Periods.

“Term”: the Initial Term and any Renewal Periods.

“UK GDPR”: has the meaning given to it in the Data Protection Act 2018.

“User Subscriptions”: the user subscriptions purchased by the Subscriber pursuant to clause 10.1 which entitle Authorised Users to access and use Firehub in accordance with this agreement.

“Virus”: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
“Website”: www.firehub.co.uk

2.2. Clause headings shall not affect the interpretation of this agreement.

2.3. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).

2.4. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

2.5. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

2.6. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

2.7. A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement.

2.8. A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this agreement under that statute or statutory provision.

2.9. A reference to writing or written includes email but not fax.

2.10. References to clauses are to the clauses of this agreement.

3. USER SUBSCRIPTIONS

3.1. Subject to the Subscriber purchasing the User Subscriptions in accordance with clause 4.3 and clause 10.1, the restrictions set out in this clause 3 and the other Conditions, the Company hereby grants to the Subscriber a non-exclusive, non-transferable right (without the right to grant sublicences) to permit the Authorised Users to use Firehub during the Term solely for the Subscriber’s business operations.

3.2. In relation to the Authorised Users, the Subscriber undertakes that:

3.2.1. the employee or representative that completed the Registration Form is authorised to enter into this agreement on behalf of the Subscriber;

3.2.2. each of the Authorised Users that it authorises to access and use Firehub is 18 years of age or older;

3.2.3. the maximum number of Authorised Users that it authorises to access and use Firehub shall not exceed the number of User Subscriptions that it has purchased (for the avoidance of doubt, there is no maximum number of Authorised Users that can use Firehub on a pay-per-use basis);

3.2.4. it will not allow or suffer any User Subscriptions to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use Firehub;

3.2.5. each Authorised User shall keep a secure password for his use of Firehub, that such password shall be changed no less frequently than once every 12 months and that each Authorised User shall keep his password confidential;

3.2.6. it shall maintain a written, up to date list of current Authorised Users and provide such list to the Company within 5 Business Days of the Company’s written request at any time or times;

3.2.7. it shall permit the Company or the Company’s designated auditor to audit Firehub in order to establish the name and password of each Authorised User and the Subscriber’s data processing facilities to audit compliance with this agreement. Each such audit may be conducted no more than once per quarter, at the Company’s expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Subscriber’s normal conduct of business;

3.2.8. if any of the audits referred to in clause 3.2.7 reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Company’s other rights, the Subscriber shall promptly disable such passwords and the Company shall not issue any new passwords to any such individual; and

3.2.9. if any of the audits referred to in clause 3.2.7 reveal that the Subscriber has underpaid Subscription Fees to the Company, then without prejudice to the Company’s other rights, the Subscriber shall within 10 Business Days of the date of the relevant audit, pay to the Company an amount equal to such underpayment as calculated in accordance with the prices set out in Schedule 1 for the Initial Term or as set out on the Website in respect of any Renewal Period.

3.3. The Subscriber may invite an unlimited amount of Subscriber Customers to view Reports using Firehub.

3.4. The Subscriber shall be liable to the Company for any liabilities, losses, damages, costs or expenses suffered or incurred by the Company that arise out of or in connection with the acts and omissions of the Subscriber Customers and personnel who are invited by the Subscriber Customers to use Firehub.

3.5. The Subscriber shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of Firehub that:

3.5.1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

3.5.2. facilitates illegal activity;

3.5.3. depicts sexually explicit images;

3.5.4. promotes unlawful violence;

3.5.5. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

3.5.6. is otherwise illegal or causes damage or injury to any person or property;
and the Company reserves the right, without liability or prejudice to its other rights to the Subscriber, to disable the Subscriber’s access to any material that breaches the provisions of this clause.

3.6. The Subscriber shall not:

3.6.1. except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement:

3.6.1.1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means; or

3.6.1.2. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or

3.6.2. access all or any part of Firehub in order to build a product or service which competes with Firehub; or

3.6.3. subject to clauses 3.3 and 23.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make Firehub available to any third party except the Authorised Users, or

3.6.4. attempt to obtain, or assist third parties in obtaining, access to Firehub, other than as provided under this clause 3; or

3.6.5. introduce or permit the introduction of, any Virus into the Company’s network and information systems.

3.7. The Subscriber shall use all reasonable endeavours to prevent any unauthorised access to, or use of, Firehub and, in the event of any such unauthorised access or use, promptly notify the Company.

3.8. The Subscriber hereby grants the Company (and where required shall procure the grant to the Company of) a non-exclusive and perpetual right to display the Subscriber’s and/or any Subscriber Customer’s branding, name and logo on the Firehub app and within any Reports created for the Subscriber in connection with its fire risk assessments.

3.9. The Subscriber shall indemnify the Company in full against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Company arising out of or in connection with any claim brought against the Company for actual or alleged infringement of a third party’s intellectual property rights arising out of, or in connection with the use of the Subscriber’s or any Subscriber Customer’s name, branding or logo in accordance with clause 3.8.

3.10. The rights provided to the Subscriber under this clause 3 are granted to the Subscriber only, and shall not be considered granted to any subsidiary or holding company of the Subscriber.

4. ADDITIONAL USER SUBSCRIPTIONS

4.1. Subject to clause 4.2 and clause 4.3, the Subscriber may, from time to time during the Term, purchase additional User Subscriptions as set out in Schedule 1 and the Company shall grant access to Firehub to such additional Authorised Users in accordance with this agreement.

4.2. If the Subscriber wishes to purchase additional User Subscriptions, the Subscriber shall notify the Company in writing. The Company shall evaluate such request for additional User Subscriptions and respond to the Subscriber with approval or rejection of the request. Where the Company approves the request, the Company shall activate the additional User Subscriptions within 5 Business Days of its approval of the Subscriber’s request.

4.3. If the Company approves the Subscriber’s request to purchase additional User Subscriptions in accordance with the prices set out in Schedule 1 for the Initial Term or as set out on the Website at the time of the Subscriber’s request in respect of any Renewal Periods, the Company shall deduct the relevant fees from the Subscriber’s credit card or debit card in respect of such additional User Subscriptions and, if such additional User Subscriptions are purchased by the Subscriber part way through the Initial Term or any Renewal Period (as applicable), such fees shall be pro-rated from the date of activation by the Company for the remainder of the Initial Term or then current Renewal Period (as applicable).

5. FIREHUB SERVICE

5.1. The Company shall, during the Term, provide Firehub to the Subscriber on and subject to the terms of this agreement.

5.2. The Company shall use reasonable endeavours to make Firehub available 24 hours a day, seven days a week, except for:

5.2.1. planned maintenance carried out during the maintenance window of 22.00 to 02.00 UK time; and

5.2.2. unscheduled maintenance performed outside Normal Business Hours, provided that the Company has used reasonable endeavours to give the Subscriber at least 6 Normal Business Hours’ notice in advance.

5.3. The Company will, as part of Firehub and at no additional cost to the Subscriber, provide the Subscriber with the Company’s standard Subscriber support services during Normal Business Hours in accordance with the Company’s support services policy in effect from time to time. The Company may amend the support services policy available via the Website in its sole and absolute discretion from time to time.

6. DATA PROTECTION

6.1. For the purposes of this clause 6, the terms “controller”, “processor”, “data subject”, “personal data”, “personal data breach” and “processing” shall have the meaning given to them in the UK GDPR.

6.2. Both parties will comply with all applicable requirements of Applicable Data Protection Laws. This clause 6 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under Applicable Data Protection Laws.

6.3. The parties have determined that, for the purposes of Applicable Data Protection Laws the Company shall process the personal data set out in clause 6.6, as a processor on behalf of the Subscriber.

6.4. Without prejudice to the generality of clause 6.3 the Company shall, in relation to Subscriber Data:

6.4.1. process that Subscriber Data only on the documented instructions of the Subscriber, which shall be to process the Subscriber Data for the purposes set out in clause 6.6, unless the Company is required by Applicable Laws to otherwise process that Subscriber Data. Where the Company is relying on Applicable Laws as the basis for processing Subscriber Data, the Company shall notify the Subscriber of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Company from so notifying the Subscriber on important grounds of public interest. The Company shall inform the Subscriber if, in the opinion of the Company, the instructions of the Subscriber infringe Applicable Data Protection Laws;

6.4.2. ensure that the Company has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Subscriber Data and against accidental loss or destruction of, or damage to, Subscriber Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Subscriber Data, ensuring confidentiality, integrity, availability and resilience of the Company’s systems and services, ensuring that availability of and access to Subscriber Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the Company’s technical and organisational measures);

6.4.3. ensure that any personnel engaged and authorised by the Company to process Subscriber Data have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality;

6.4.4. assist the Subscriber insofar as this is possible (taking into account the nature of the processing and the information available to the Company), and at the Subscriber’s cost and written request, in responding to any request from a data subject and in ensuring the Subscriber’s compliance with its obligations under Applicable Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

6.4.5. notify the Subscriber without undue delay on becoming aware of a personal data breach involving the Subscriber Data;

6.4.6. not transfer any Subscriber Data outside of the United Kingdom or the European Economic Area unless the Company complies with its obligations under the Applicable Data Protection Laws by providing an adequate level of protection to any Subscriber Data that is transferred;

6.4.7. at the written direction of the Subscriber, delete or return Subscriber Data and copies thereof to the Subscriber on termination of the agreement unless the Company is required by Applicable Law to continue to process that Subscriber Data. For the purposes of this clause 6.4.7 Subscriber Data shall be considered deleted where it is put beyond further use by the Company; and

6.4.8. maintain records to demonstrate its compliance with this clause 6.

6.5. The Subscriber hereby consents to the appointment of all third-party processors of Subscriber Data that the Company has appointed as of the Effective Date in order to assist the Company in complying with its obligations under this agreement. The Company confirms that it shall only appoint additional third-party processors of Subscriber Data if the Subscriber provides the Company with its consent prior to each such appointment. The Company has entered, or as the case may be, will enter into written agreements with each third-party processor of Subscriber Data incorporating terms which are substantially similar to those set out in this clause 6 and which the Company confirms reflect and will continue to reflect the requirements of the Applicable Data Protection Laws. As between the parties, the Company shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 6.5.

6.6. The Company shall process:

6.6.1. the Subscriber Data that is personal data in order to enable the Authorised Users to access and use Firehub;

6.6.2. the following categories of Subscriber Data that is personal data: (i) names, email addresses and usernames in respect of Authorised Users; and (ii) names, email addresses, telephone numbers and postal addresses in respect of Subscriber Customers to the extent that such information is uploaded to Firehub by the Subscriber as part of a fire risk assessment; and

6.6.3. Subscriber Data that is personal data (i) for as long as Firehub is in operation; and (ii) for as long as reasonably necessary to fulfil the purposes the Company collected it for, including for the purposes of satisfying any legal, regulatory, tax, accounting or reporting requirements.

7. THIRD PARTY PROVIDERS

The Subscriber acknowledges that Firehub may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. The Company makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Subscriber, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Subscriber and the relevant third party, and not the Company. The Company recommends that the Subscriber refers to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party website. The Company does not endorse or approve any third-party website nor the content of any of the third-party website made available via Firehub.

8. COMPANY’S OBLIGATIONS

8.1. The Company undertakes that Firehub will be provided in accordance with the Documentation and using reasonable skill and care.

8.2. The undertaking at clause 8.1 shall not apply to the extent of any non-conformance which is caused by use of Firehub contrary to the Company’s instructions, or modification or alteration of Firehub by any party other than the Company or the Company’s duly authorised contractors or agents. If Firehub does not conform with the foregoing undertaking, Company will, at its expense, use all reasonable endeavours to correct any such non-conformance promptly, or provide the Subscriber with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Subscriber’s sole and exclusive remedy for any breach of the undertaking set out in clause 8.1.

8.3. The Company:

8.3.1. does not warrant that:

8.3.1.1. the Subscriber’s use of Firehub will be uninterrupted or error-free;

8.3.1.2. Firehub and/or the information obtained by the Subscriber through Firehub will meet the Subscriber’s (or the Subscriber’s Customers’) requirements;

8.3.1.3. Firehub and/or the information obtained by the Subscriber through Firehub will ensure the Subscriber’s (or the Subscriber’s Customers’) compliance with applicable fire safety laws and regulations (and the Subscriber accepts and agrees that Firehub is merely a tool to facilitate its and the Subscriber’s Customers’ compliance with such legal requirements); or

8.3.1.4. the Software or Firehub will be free from Viruses.

8.3.2. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Subscriber acknowledges that Firehub may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

8.4. This agreement shall not prevent the Company from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.

8.5. The Company warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.

8.6. The Company shall follow its archiving procedures for Subscriber Data as set out in its back-up policy available via the Website or such other website address as may be notified to the Subscriber from time to time, as such document may be amended by the Company in its sole discretion from time to time. In the event of any loss or damage to Subscriber Data, the Subscriber’s sole and exclusive remedy against the Company shall be for the Company to use reasonable endeavours to restore the lost or damaged Subscriber Data from the latest back-up of such Subscriber Data maintained by the Company in accordance with the archiving procedure described in its back-up policy. The Company shall not be responsible for any loss, destruction, alteration or disclosure of Subscriber Data caused by any third party (except those third parties sub-contracted by the Company to perform services related to Subscriber Data maintenance and back-up for which it shall remain fully liable).

9. SUBSCRIBER’S OBLIGATIONS

9.1. The Subscriber shall:

9.1.1. provide the Company with:

9.1.1.1. all necessary co-operation in relation to this agreement; and

9.1.1.2. all necessary access to such information as may be required by the Company;
in order to provide Firehub, including but not limited to Subscriber Data, security access information and configuration services;

9.1.2. without affecting its other obligations under this agreement, comply with all applicable laws and regulations with respect to its activities under this agreement;

9.1.3. carry out all other Subscriber responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Subscriber’s provision of such assistance as agreed by the parties, the Company may adjust any agreed timetables as reasonably necessary;

9.1.4. ensure that the Authorised Users use Firehub in accordance with these Conditions and shall be responsible for any Authorised User’s breach of this agreement;

9.1.5. obtain and shall maintain all necessary licences, consents, and permissions necessary for the Company, its contractors and agents to perform their obligations under this agreement;

9.1.6. ensure that its network and systems comply with the relevant specifications provided by the Company from time to time; and

9.1.7. be, to the extent permitted by law and except as otherwise expressly provided in this agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the Company’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Subscriber’s network connections or telecommunications links or caused by the internet.

9.2. The Subscriber shall own all right, title and interest in and to all of the Subscriber Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Subscriber Data.

10. CHARGES AND PAYMENT

10.1. In accordance with this clause 10, the Subscriber shall pay to the Company either (i) the Pay Per Use Fee for access to an individual Report; or (ii) the Subscription Fees in respect of the User Subscriptions on the basis of a Monthly Plan or an Annual Plan.

10.2. The Subscriber shall on the Effective Date provide valid, up-to-date and complete credit card or debit card details to Stripe when required to do so on the Website and:

10.2.1. the Subscriber hereby authorises the Company to bill such credit card or debit card:

10.2.1.1. on the Effective Date for the Subscription Fees payable in respect of the Initial Term;

10.2.1.2. subject to clause 15.1, on the monthly recurrence of the Effective Date (for a Monthly Plan) or on each anniversary of the Effective Date (for an Annual Plan)_for the Subscription Fees payable in respect of the next Renewal Period;

10.2.1.3. on the date on which additional User Subscriptions are purchased in accordance with clause 4.3; and

10.2.1.4. on the date on which each Report is made available to the Subscriber in respect of the Pay Per Use Fees.

10.3. If the Company has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the Company:

10.3.1. the Company may, without liability to the Subscriber, disable the Subscriber’s password, account and access to all or part of Firehub and the Company shall be under no obligation to provide Firehub while the invoice(s) concerned remain unpaid; and

10.3.2. interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of the Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

10.4. All amounts and fees stated or referred to in this agreement:

10.4.1. shall be payable in pounds sterling;

10.4.2. are, subject to clause 14.3.2, non-cancellable and non-refundable;

10.4.3. are exclusive of value added tax, which shall be added to the Company’s invoice(s) at the appropriate rate.

10.5. The Company shall be entitled to increase the Pay Per Use Fees at any time by giving prior written notice to the Subscriber.

10.6. The Company shall be entitled to increase the Subscription Fees and the fees payable in respect of the additional User Subscriptions purchased pursuant to clause 4.3, at the start of each Renewal Period upon 30 days’ prior written notice to the Subscriber.

11. PROPRIETARY RIGHTS

11.1. The Subscriber acknowledges and agrees that the Company and/or its licensors own all intellectual property rights in Firehub. Except as expressly stated herein, this agreement does not grant the Subscriber any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of Firehub.

11.2. The Company confirms that it has all the rights in relation to Firehub that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.

12. CONFIDENTIALITY

12.1. Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party’s Confidential Information shall not be deemed to include information that:

12.1.1. is or becomes publicly known other than through any act or omission of the receiving party;

12.1.2. was in the other party’s lawful possession before the disclosure;

12.1.3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or

12.1.4. is independently developed by the receiving party, which independent development can be shown by written evidence.

12.2. Subject to clause 12.4, each party shall hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of this agreement.

12.3. Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this agreement.

12.4. A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 12.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

12.5. The Subscriber acknowledges that details of Firehub, and the results of any performance tests of Firehub, constitute the Confidential Information of the Company.

12.6. The Company acknowledges that the Subscriber Data is the Confidential Information of the Subscriber.

12.7. No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties, except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

12.8. The above provisions of this clause 12 shall survive termination of this agreement, however arising.

13. INDEMNITY

13.1. The Subscriber shall defend, indemnify and hold harmless the Company against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Subscriber’s use of Firehub, provided that:

13.1.1. the Subscriber is given prompt notice of any such claim;

13.1.2. the Company provides reasonable co-operation to the Subscriber in the defence and settlement of such claim, at the Subscriber’s expense; and

13.1.3. the Subscriber is given sole authority to defend or settle the claim.

13.2. The Company shall defend the Subscriber, its officers, directors and employees against any claim that the Subscriber’s use of Firehub in accordance with this agreement infringes any patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Subscriber for any amounts awarded against the Subscriber in judgment or settlement of such claims, provided that:

13.2.1. the Company is given prompt notice of any such claim;

13.2.2. the Subscriber provides reasonable co-operation to the Company in the defence and settlement of such claim, at the Company’s expense; and

13.2.3. the Company is given sole authority to defend or settle the claim.

13.3. In the defence or settlement of any claim, the Company may procure the right for the Subscriber to continue using Firehub, replace or modify Firehub so that it becomes non-infringing or, if such remedies are not reasonably available, terminate this agreement on 2 Business Days’ notice to the Subscriber without any additional liability or obligation to pay liquidated damages or other additional costs to the Subscriber.

13.4. In no event shall the Company, its employees, agents and sub-contractors be liable to the Subscriber to the extent that the alleged infringement is based on:

13.4.1. a modification of Firehub by anyone other than the Company; or

13.4.2. the Subscriber’s use of Firehub in a manner contrary to the instructions given to the Subscriber by the Company; or

13.4.3. the Subscriber’s use of Firehub after notice of the alleged or actual infringement from the Company or any appropriate authority.

13.5. The foregoing and clause 14.3.2 state the Subscriber’s sole and exclusive rights and remedies, and the Company’s (including the Company’s employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

14. LIMITATION OF LIABILITY

14.1. Except as expressly and specifically provided in this agreement:

14.1.1. the Subscriber assumes sole responsibility for results obtained from the use of Firehub by the Subscriber, and for conclusions drawn from such use;

14.1.2. the Company shall have no liability for (i) the contents of any Reports which the Subscriber agrees and acknowledges are generated on the basis of the Subscriber’s analysis of the relevant Subscriber Customer’s circumstances and knowledge in the field of fire safety; (ii) any failure by the Subscriber or any Subscriber Customer to comply with any applicable fire safety laws or regulations; (iii) any damage caused by errors or omissions in any information, instructions or scripts provided to the Company by the Subscriber in connection with Firehub; or (iv) any actions taken by the Company at the Subscriber’s direction;

14.1.3. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and

14.1.4. Firehub is provided to the Subscriber on an “as is” basis.

14.2. Nothing in this agreement limits or excludes the liability of the Company:

14.2.1. for death or personal injury caused by the Company’s negligence;

14.2.2. for fraud or fraudulent misrepresentation;

14.2.3. any other liability that cannot legally be limited or excluded.

14.3. Subject to clause 14.1 and clause 14.2:

14.3.1. the Company shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and

14.3.2. the Company’s total aggregate liability in contract (including in respect of the indemnity at clause 13.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the total fees (including Subscription Fees and/or Pay Per Use Fees) received by the Company from the Subscriber during the 12 months immediately preceding the date on which the claim arose.

15. TERM AND TERMINATION

15.1. This agreement shall, unless otherwise terminated as provided in this clause 15, commence on the Effective Date and shall continue for the Initial Term and, thereafter, this agreement shall be automatically renewed for successive Renewal Periods, unless:

15.1.1. either party notifies the other party of termination, in writing, at least 30 days before the end of the Initial Term or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Term or Renewal Period; or

15.1.2. otherwise terminated in accordance with the provisions of this agreement.

15.2. Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:

15.2.1. the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;

15.2.2. the other party commits a material breach of any other term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;

15.2.3. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;

15.2.4. the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

15.2.5. the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;

15.2.6. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

15.2.7. an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);

15.2.8. the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;

15.2.9. a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

15.2.10. a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;

15.2.11. any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 15.2.3 to clause 15.2.10 (inclusive);

15.2.12. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;

15.2.13. the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or

15.2.14. there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010).

15.3. On termination of this agreement for any reason:

15.3.1. all licences granted under this agreement shall immediately terminate and the Subscriber shall immediately cease all use of Firehub;

15.3.2. the Company may destroy or otherwise dispose of any of the Subscriber Data in its possession unless the Company receives, no later than 10 days after the effective date of the termination of this agreement, a written request for the delivery to the Subscriber of the then most recent back-up of the Subscriber Data. The Company shall use reasonable endeavours to deliver the back-up to the Subscriber within 30 days of its receipt of such a written request, provided that the Subscriber has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Subscriber shall pay all reasonable expenses incurred by the Company in returning or disposing of Subscriber Data; and

15.3.3. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.

16. FORCE MAJEURE

The Company shall have no liability to the Subscriber under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Company or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Subscriber is notified of such an event and its expected duration.

17. CONFLICT

If there is an inconsistency between any of the provisions in the main body of this agreement and the Schedules, the provisions in the main body of this agreement shall prevail.

18. VARIATION

No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

19. WAIVER

No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

20. RIGHTS AND REMEDIES

Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

21. SEVERANCE

21.1. If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.

21.2. If any provision or part-provision of this agreement is deemed deleted under clause 21.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

22. ENTIRE AGREEMENT

22.1. This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

22.2. Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.

22.3. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

22.4. Nothing in this clause shall limit or exclude any liability for fraud.

23. ASSIGNMENT

23.1. The Subscriber shall not, without the prior written consent of the Company, assign, transfer, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.

23.2. The Company may at any time assign, transfer, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.

24. NO PARTNERSHIP OR AGENCY

Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

25. THIRD PARTY RIGHTS

This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

26. NOTICES

26.1. Any notice required to be given under this agreement shall be in writing and shall be sent by email to the email address set out in clause 1.2 for the Company or to the email address set out in the Registration Form (or as otherwise notified by the Subscriber to the Company in writing from time to time) for the Subscriber.

26.2. A notice sent by email shall be deemed to have been received at the time of transmission or if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 26.2, business hours means 09.00 to 17.00 Monday to Friday on a day that is not a public holiday in the place of receipt.

26.3. This clause does not apply to the service of any proceedings or other documents in any legal action or method of dispute resolution.

27. GOVERNING LAW

This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

28. JURISDICTION

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

 

Subscription Fees

1. SUBSCRIPTION FEES

1.1. The Subscription Fees shall be:

Account	Fees for Monthly Subscription	Fees for Annual Subscription	No. of User Subscriptions	Access to Records
Individual	£140 plus VAT	£1,260 plus VAT	1	unlimited
Medium	£380 plus VAT	£3,800 plus VAT	6	unlimited
Large	£580 plus VAT	£5,800 plus VAT	10	unlimited

 

2. PAY PER USE FEES

2.1. The Pay Per Use Fees shall be £13 plus VAT per Report.