Trial services agreement

IMPORTANT NOTICE: BY AGREEING TO USE OUR SERVICES AND SIGNING UP TO A TRIAL YOU AGREE TO THE TERMS OF THIS AGREEMENT WHICH WILL BIND YOU. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT YOU MUST DISCONTINUE YOUR USE OF OUR SERVICES.

This agreement (this “Agreement”) is a legal agreement between You (the “Company” or “You”) and HandsHQ Limited, a company incorporated and registered in England and Wales with company number 08356164 whose registered office is at 2 Printer’s Yard, 90A The Broadway, London, SW19 1RD (“HandsHQ”).
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THE PERSON SIGNING THIS AGREEMENT CONFIRMS THAT HE/SHE IS AUTHORISED TO ENTER INTO THIS AGREEMENT ON THE COMPANY’S BEHALF AND TO BIND THE COMPANY AND ITS EMPLOYEES, AGENTS AND CONTRACTORS, OR ANY OTHER END USER TO THESE TERMS AND CONDITIONS.

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You have agreed to evaluate our Services (as defined below) for a Trial Period (as defined below) subject to the terms and conditions of this Agreement.

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ATTENTION: THE USE OF THE SERVICES DURING THE TRIAL PERIOD IS SOLELY AT YOUR
OWN RISK.

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1. Definitions
“Applicable Laws” means the law of the European Union (for so long as and to the extent that they apply to the Data Processor), the law of any member state of the European Union and/or the UK Data Protection Legislation and any other law that applies in the UK.
“Confidential Information” means any information relating to the Services and includes all documentation, reports and data generated as a result of the Services;
“controller”, “processor”, “data subject”, “personal data”, “personal data breach”, “processing” and “appropriate technical and organisational measures”: as defined in the Data Protection Legislation.
“Data” means all data used in connection with, or generated as a result of, the Services;
“Data Protection Legislation”: the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party.
“Objective” means the evaluation of the Services by You for use internally within your business;
“Services” means the services provided by HandsHQ to You under this Agreement via www.handshq.com or any other website notified to You by HandsHQ from time to time; for the avoidance of doubt, any additional services requested during the Trial Period will be considered out-of-scope and subject to an additional fee;
“Software” means the software access to which is provided as part of the Services;
“Trial Period” means the period during which You will be permitted to use the Services, and which shall begin on the date that You accept these terms and shall end one month later unless otherwise agreed in writing, or until terminated in accordance with Clause 8;
“UK Data Protection Legislation”: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

2. Right to Use the Services
2.1. In consideration for your agreeing to the terms and conditions in this Agreement, and the obligations contained herein, HandsHQ grants to You a non-transferable, non-exclusive, revocable right to use our Services during the Trial Period for the Objective, subject to the terms and conditions of this Agreement.
2.2. You: (a) shall use our Services for evaluation purposes only; (b) shall not make any copies of our Software or any media or content without our prior written consent; (c) acknowledge that You have a right to use our Services only in accordance with the terms and conditions of this Agreement and not further or otherwise or for any commercial purpose; (d) shall not at any time do or permit any act which may affect HandsHQ’s rights, title or interest in our Software or materials; (e) shall not allow any unauthorised use of the Services, or Software provided in connection with the Services, by any of your employees or any third party.
2.3. You acknowledge that any other services provided to You by HandsHQ that do not fall within the scope of the Services may (at HandsHQ’s sole discretion) be subject to additional fees and the provision of such services and terms of such provision will be subject to prior written agreement between the parties.
2.4. Nothing under this Agreement shall oblige HandsHQ to provide any services other than the Services during the Trial Period.

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3. Disclaimer of Warranties and Liability
3.1. You expressly acknowledge that our Services are made available to You solely for the purposes of trial and evaluation, and warrant that You shall be solely responsible for any conclusions made or actions taken by You or any third party based (wholly or in part) on the results obtained from the use of the Services.
3.2. Our software is provided “as is”. HandsHQ makes no representation or warranty in respect to our Services and You acknowledge that your use of our Services is entirely at your own risk. In entering into this Agreement You undertake and confirm that You have the appropriate skills and experience to test and evaluate the functionality of our Services.
3.3. You acknowledge and agree that this Agreement does not constitute any representation or undertaking by HandsHQ whatsoever that functions and/or performance or other attributes of the Services will be available following the Trial Period.
3.4. HandsHQ’s total aggregate liability to You under this Agreement for any direct, indirect, consequential or incidental loss, claims or damage of any kind arising out of or relating to this Agreement or otherwise in respect to the provision of, or your receipt of, our Services shall not exceed £200. Nothing in this Agreement shall exclude HandsHQ’s liability for: fraud; or, death or personal injury arising out of HandsHQ’s negligence. You hereby confirm that You have in force an insurance policy sufficient to provide cover as required by law or in respect of any foreseeable liability which may arise in connection with this Agreement.
3.5. HandsHQ hereby further disclaims all warranties with respect to the Services however expressed or implied including without limitation any warranty in regard to performance or quality of the Services to the extent permissible under applicable law.

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4. Trial Period
4.1. This Agreement shall terminate if at any time You enter into a full agreement with HandsHQ in respect of the Services. At the end of the Trial Period, if You have not signed up to a full agreement with HandsHQ for the Services, your right to receive the Services shall terminate and You shall return to HandsHQ all material, reports and other data created by You and any other information or content provided to You by HandsHQ relating to the Services, and HandsHQ may delete any such reports, Data, other data, information (confidential or otherwise) or content created as a result of the Services and You acknowledge that You have no right to the same. You acknowledge that this Agreement shall not confer on You any intellectual property or other rights in relation to the Services or any other information or documentation relating to the Services.

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5. Responsibility for Data
Other than as set out in clause 7, HandsHQ shall not be responsible for any loss, destruction, alteration or disclosure of Data caused by any third party. It is your responsibility to ensure that appropriate measures are undertaken to store and secure all Data. HandsHQ does not provide data storage or back-up facilities.

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6. Confidentiality
6.1. You undertake that, except as provided by clause 6.2 or as authorised in writing by HandsHQ, You shall, at all times during the Trial Period and after its conclusion: (a) keep confidential all Confidential Information; (b) not disclose any Confidential Information to any other party; (c) not use any Confidential Information for any purpose other than as contemplated by and subject to the terms of this Agreement; (d) not make any copies of, record in any way or part with possession of any Confidential Information; (e) not disclose to any third party or make any third party aware of your participation in any evaluation or the existence of this Agreement without our prior written consent; and (f) not disclose, share or state any opinion or comment about the Services or your evaluation of them without HandsHQ’s prior written consent.
6.2. You may: (i) disclose Confidential Information to: (a) any governmental or other authority or regulatory body; or (b) any of your employees or officers or any of the aforementioned persons; to such extent only as is necessary for the purposes contemplated by this Agreement, or as required by law, and in each case subject to You first informing the person in question that the Confidential Information is confidential; and (ii) use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is at the date of this Agreement, or at any time after that date becomes, public knowledge through no fault of you, provided that in doing so You do not disclose any part of that Confidential Information which is not public knowledge.
6.3. The provisions of this clause 6 shall continue in force in accordance with their terms, notwithstanding the termination or expiry of this Agreement for any reason.

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7. Data protection
7.1. For the purposes of this clause, You will be referred to as the “Data Controller”, and HandsHQ will be referred to as the “Data Processor”.
7.2. The scope, nature and purpose of processing by HandsHQ, the duration of the processing and the types of personal data and categories of data subject are set out in HandsHQ’s privacy policy available here: https://www.handshq.com/privacy.
7.3. The Data Processor shall, in relation to any personal data processed in connection with the performance by the Data Processor of its obligations under this Agreement:
7.3.1. process that personal data only on the documented written instructions of the Data Controller unless the Data Processor is required by Applicable Laws to otherwise process that personal data. Where the Data Processor is relying on Applicable Laws as the basis for processing personal data, the Data Processor shall promptly notify the Data Controller of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Data Processor from so notifying the Data Controller;
7.3.2. ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to: the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage of the data; and the nature of the data to be protected, in all cases having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
7.3.3. ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential;
7.3.4. not transfer any personal data outside of the European Economic Area and the United Kingdom unless either: the Commission has decided, in accordance with Article 45 of the General Data Protection Regulation ((EU) 2016/679), that the third country, a territory or one or more specified sectors within that third country, or the international organisation to which personal data is to be transferred, ensures an adequate level of protection; or, the following conditions are fulfilled: (a) the Data Controller or the Data Processor has provided appropriate safeguards in relation to the transfer; and (b) the data subject has enforceable rights and effective legal remedies; where, in all cases, the Data Processor complies with reasonable instructions notified to it in advance by the Data Controller with respect to the processing of the personal data;
7.3.5. assist the Data Controller, at the Data Controller’s cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
7.3.6. notify the Data Controller without undue delay, and where practicable, within 48 hours, on becoming aware of a personal data breach;
7.3.7. at the written direction of the Data Controller, delete or return personal data and copies thereof to the Data Controller on termination of the Agreement unless required by Applicable Law to store the personal data; and
7.3.8. maintain complete and accurate records and information to demonstrate its compliance with this clause 7 and allow for audits by the Data Controller or the Data Controller’s designated auditor, only so far as is necessary in order to demonstrate compliance, provided that the Data Controller: provides the Data Processor with no less than 30 days’ notice of such audit or inspection; and the parties agree the scope, duration, and purpose of such audit or inspection. If the Data Controller becomes privy to any confidential information of the Data Processor as a result of this clause 7.3.8, the Data Controller shall hold such confidential information in confidence and, unless required by law, not make the confidential information available to any third party, or use it for any other purpose. The Data Controller acknowledges that the Data Processor shall only be required to use reasonable endeavours to assist the Data Controller in procuring access to any third party assets, records or information as part of any audit.
7.4. Data Controller consents to the Data Processor appointing third-party processors of personal data under this Agreement. The Data Processor confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement incorporating terms which are substantially similar to those set out in this clause 7 and that it will notify the Data Controller of any change in the identity of those third-party processors after the date of this agreement. As between the Data Controller and the Data Processor, the Data Processor shall remain fully liable for all acts or omissions of any third party processor appointed by it pursuant to this clause 7.4.

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8. Termination
8.1.1. Either party shall be entitled to terminate this Agreement prior to the end of the Trial Period in the event that the other party: (a) has committed a material breach of this Agreement, unless such breach is capable of remedy, in which case the right to terminate immediately will be exercisable if the party in breach has failed to remedy the breach within 14 calendar days after a written notice to do so; or (b) goes into bankruptcy or liquidation either voluntary or compulsory (save for the purposes of bona fide corporate reconstruction or amalgamation) or if a receiver is appointed in respect of the whole or any part of its assets.
8.1.2. Any and all obligations of the parties, which either expressly or by their nature, continue beyond the termination, cancellation or expiration of this Agreement shall survive termination under this Clause 8.
8.1.3. HandsHQ may suspend the Services or terminate this Agreement without liability if HandsHQ reasonably believe that the Services are being used in breach of this Agreement, or if there is an attack on, or the Services are manipulated by, a third party without HandsHQ’s consent.

9. Notices
All notices under this Agreement shall be in writing. Notices shall be deemed to have been duly given: (a) when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or (b) when sent, if transmitted by e-mail during normal business hours of the recipient; or (c) on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or (d) on the tenth business day following mailing, if mailed by airmail, postage prepaid. In each case addressed to the most recent address, e-mail address, or facsimile number notified to the other party.

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10. Relationship of Parties
Nothing in this Agreement shall create, or be deemed to create, a partnership, the relationship of principal and agent, or of employer and employee between HandsHQ and You.

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11. Assignment
You may not assign, transfer, sub-contract, deal or in any other manner make over to any third party the benefit and/or burden of this Agreement.

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12. Severance
We agree that, in the event that one or more of the provisions of this Agreement is found to be unlawful, invalid or otherwise unenforceable, that those provisions shall be deemed severed from the remainder of this Agreement. The remainder of this Agreement shall be valid and enforceable.

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13. Entire Agreement
This Agreement embodies and sets forth the entire agreement and understanding between the parties and supersedes all prior oral or written agreements, understandings or arrangements relating to the subject matter of this Agreement. Neither party shall be entitled to rely on any agreement, understanding or arrangement not expressly set forth in this Agreement, save for any representation made fraudulently. Unless otherwise expressly provided elsewhere in this Agreement, this Agreement may be varied only by a document signed by both of us.

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14. Law and Jurisdiction
14.1.1. This Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.
14.1.2. Any dispute, controversy, proceedings or claim between us relating to this Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the exclusive jurisdiction of the courts of England and Wales.

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When we use ‘Supplier’ we are referring to HandsHQ incorporated and registered in England and Wales with company number 08356164 whose registered office is at WeWork, The Bower, 207 Old Street, London EC1V 9NR2 with VAT number is 161 3538 23. When we use ‘Customer’ we are referring to you, a user of our services, as set out in the Order Form.

Our services are provided subject to these terms and conditions. YOUR ATTENTION IS DRAWN TO THE LIMITATION OF LIABILITY AT CLAUSE 12 BELOW. A printed version of the agreement, and of any notice given in electronic form, will be admissible in any judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

BACKGROUND

(A) The Supplier has developed certain software, products and services which it makes available to Authorised Users via the internet for the purpose of creating and storing documents, including but not limited to those relating to health and safety operations. The Service does not offer legal or health and safety advice. (B) The Customer wishes to use the Supplier’s service in its business operations. (C) The Supplier has agreed to provide and the Customer has agreed to take the Supplier’s service subject to the terms and conditions of this agreement.

AGREED TERMS

1. INTERPRETATION

  • 1.1 The definitions and rules of interpretation in this clause apply in this agreement.
  • Additional Services: ​any additional services provided to the Customer by the Supplier as specified in the Order Form, including but not limited to configuration or customisation services.
  • Additional Services Fees: ​the fees payable by the Customer to the Supplier for the additional services, if any, as set out in the Order Form
  • Applicable Laws: (for so long as and to the extent that they apply to the Supplier) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law.
  • Authorised Users: those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services in accordance with the terms of this agreement.
  • Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
  • Change of Control: shall be as defined in section 1124 of the Corporation Tax Act 2010, and the expression change of control​ shall be construed accordingly.
  • Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or obviously confidential in nature.
  • Customer Data: the data inputted by the Customer, Authorised Users, or the Supplier on the Customer’s behalf for the purpose of using the Services or facilitating the Customer’s use of the Services, including any other documentation or information uploaded to the Service by the Customer or at the Customer’s request.
  • Data Protection Legislation: the UK Data Protection Legislation and (for so long as and to the extent that the law of the European Union has legal effect in the UK) the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable European Union regulation relating to privacy.
  • Documents:​ health and safety document templates made available to the Customer as a part of the Services.
  • Domestic UK Law: means the UK Data Protection Legislation and any other law that applies in the UK.
  • Effective Date:​ the date of this agreement.
  • Fees:​ Additional Services Fees and or Subscription Fees, as appropriate.
  • Initial Subscription Term: the initial twelve month term of this agreement, unless specified otherwise in any Order Form.
  • Normal Business Hours: 9.30 am to 5.30 pm local UK time, each Business Day.
  • Order Form/s: the order form which contains details of the Customer’s order as set out at Schedule 1, and including any subsequent orders.
  • Renewal Period:​ the period described in clause 13.1.
  • Services: the services provided by the Supplier to the Customer under this agreement via www.handshq.com or any other website notified to the Customer by the Supplier from time to time, including any Documents, Software and or Additional Services made available by the Supplier as part of the Service, as applicable and as amended and updated by the Supplier from time to time.
  • Software:​ the online software applications provided by the Supplier as part of the Services.
  • Subscription Fees: the subscription fees payable by the Customer to the Supplier for the Subscription, as set out in the Order Form.
  • Subscription Term: has the meaning given in clause 13.1 (being in relation to an annual subscription the Initial Subscription Term together with any subsequent Renewal Periods and in relation to a monthly subscription the period from the Effective Date until the date of termination).
  • Subscription: the subscription purchased by the Customer pursuant to clause 8.1 and any Order Form which entitles Authorised Users to access and use the Services in accordance with this agreement.
  • UK Data Protection Legislation: any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 or any successor legislation.
  • 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.
  • 1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this agreement. The Schedules (Order Form/s) form part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Schedules.
  • 1.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns.
  • 1.4 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
  • 1.5 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
  • 1.6 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 and shall include all subordinate legislation made as at the date of this agreement under that statute or statutory provision.

2. SUBSCRIPTION

  • 2.1 Subject to the Customer purchasing the Subscription in accordance with clause 8.1, the restrictions set out in this clause 2 and the other terms and conditions of this agreement, the Supplier hereby grants to the Customer a non-exclusive, non-transferable right to permit the Authorised Users to use the Services during the Subscription Term solely for the Customer’s internal business operations and subject to any Document or other limits specified in the Order Form. In addition, and subject to clause 13.3, the Customer is permitted to download any completed template documents in PDF format and utilise these for the Customer’s business purposes as contemplated by this agreement, without restriction save that any mark on the documents indicating Supplier’s status as authors of the material, and that of any identified contributors, must not be removed.
  • 2.2 In relation to the Authorised Users, the Customer undertakes that:
  • (a) each Authorised User shall keep a secure password for his use of the Services, that such password shall be changed no less frequently than monthly and that each Authorised User shall keep his password confidential;
  • (b) it shall permit the Supplier to audit the use of the Services. Such audit may be conducted no more than once per quarter, at the Supplier’s expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer’s normal conduct of business; and
  • (c) if any of the audits referred to in clause 2.2(b) reveal that the Customer has underpaid Subscription Fees to the Supplier, then without prejudice to the Supplier’s other rights, the Customer shall pay to the Supplier an amount equal to such underpayment as calculated in accordance with the Supplier’s current prices within 10 Business Days of the date of the relevant audit.
  • 2.3 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
  • (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
  • (b) facilitates illegal activity;
  • (c) depicts sexually explicit images;
  • (d) promotes unlawful violence;
  • (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
  • (f) in a manner that is otherwise illegal or causes damage or injury to any person or property; and the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause.
  • 2.4 The Customer shall not:
  • (a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
  • (i) and except to the extent expressly permitted under this agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documents (as applicable) in any form or media or by any means; or
  • (ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
  • (b) access all or any part of the Services in order to build a product or service which competes with the Services; or use the Services to provide services to third parties except to the extent expressly permitted under this agreement or agreed in writing by Supplier; or
  • (d) subject to clause 18.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit the Services to any third party, or
  • (e) attempt to obtain, or assist third parties in obtaining, access to the Services, other than as expressly permitted by this agreement; and
  • 2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify the Supplier and shall ensure that all Authorised Users accessing the Service on the Customer’s behalf act in compliance with the terms of this agreement. The Customer shall be responsible for any Authorised User’s breach of this agreement.
  • 2.6 The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.

3. SERVICES

  • 3.1 The Supplier shall, during the Subscription Term, provide the Services to the Customer on and subject to the terms of this agreement.
  • 3.2 The Supplier shall use commercially reasonable endeavours to make the Services available, except for any periods of required maintenance which Supplier deems necessary. The Supplier will use reasonable endeavours to give the Customer advance notice by uploading a notice to the website where this is practicable.
  • 3.3 The Supplier will, as part of the Services and at no additional cost to the Customer, provide the Customer with the Supplier’s standard customer support services during Normal Business Hours via help@handshq.com or the online chat facility on the Supplier’s website www.handshq.com.

4. CUSTOMER DATA

  • 4.1 The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data and hereby grants to Supplier, and its affiliates and sub-contractors, permission to use, including without limitation to copy, edit, display or transmit, the Customer Data in connection with the provision of the Services only (and including in order to test new products and functionality and fix any defects or bugs in the Services).
  • 4.2 The Supplier shall follow its archiving procedures for Customer Data consistent with good industry practice. In the event of any loss or damage to Customer Data, the Customer’s sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up).
  • 4.3 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 4 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.
  • 4.4 The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the data controller and the Supplier is the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation). The scope, nature and purpose of processing by the Supplier, the duration of the processing and the types of personal data (as defined in the Data Protection Legislation, Personal Data) and categories of Data Subject are set out in our privacy policy available here: https://www.handshq.com/privacy.
  • 4.5 Without prejudice to the generality of clause 4.3, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Supplier for the duration and purposes of this agreement.
  • 4.6 Without prejudice to the generality of clause 4.3, the Supplier shall, in relation to any Personal Data processed in connection with the performance by the Supplier of its obligations under this agreement:
  • (a) process that Personal Data only on the written instructions of the Customer unless the Supplier is required by Applicable Laws to otherwise process that Personal Data. Where the Supplier is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, the Supplier shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Supplier from so notifying the Customer;
  • (b) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal 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 Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
  • (c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential;
  • (d) assist the Customer, at the Customer’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
  • (e) notify the Customer without undue delay on becoming aware of a Personal Data breach;
  • (f) at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the agreement unless required by Applicable Law to store the Personal Data; and
  • (g) maintain complete and accurate records and information to demonstrate its compliance with this clause 4.6.
  • 4.7 The Customer consents to the Supplier appointing third-party processors of Personal Data under this agreement. The Supplier confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement incorporating terms which are substantially similar to those set out in this clause 4 and that it will notify the Customer of any change in the identity of those third-party processors after the date of this agreement. As between the Customer and the Supplier, the Supplier shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 4.7.
  • 4.8 Either party may, at any time on not less than 30 days’ notice, revise this clause 4 by replacing it with any applicable controller to processor standard clauses or similar terms forming party of an applicable certification scheme (which shall apply when replaced by attachment to this agreement).

5. THIRD PARTY PROVIDERS

  • 5.1 The Customer acknowledges that the Services may enable or assist it to access the website content or resources 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 Supplier makes no representation 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 resources, or any transactions completed, and any contract entered into by the Customer, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Customer and the relevant third party, and not the Supplier. The Supplier recommends that the Customer refers to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party website. The Supplier does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.

6. SUPPLIER’S OBLIGATIONS

  • 6.1 The Supplier undertakes that the Services will be performed with reasonable skill and care.
  • 6.2 The undertaking at clause 6.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Supplier’s instructions, or modification or alteration of the Services by any party other than the Supplier or the Supplier’s duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Supplier will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer’s sole and exclusive remedy for any breach of the undertaking set out in clause 6.1. Notwithstanding the foregoing, the Supplier:
  • (a) does not warrant that the Customer’s use of the Services will be uninterrupted or error-free; or that the Services will meet the Customer’s requirements; and
  • (b) is not acting as a health and safety business, advisor or consultant and does not offer health and safety advice and the Service are not warranted to be complete or up to date; and
  • (c) 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 Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
  • 6.3 This agreement shall not prevent the Supplier 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.
  • 6.4 The Supplier warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.

7. CUSTOMER’S OBLIGATIONS

  • 7.1 The Customer shall:
  • (a) comply with all applicable laws and regulations with respect to its activities under this agreement;
  • (b) carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Customer’s provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;
  • (c) ensure that the Authorised Users use the Services in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User’s breach of this agreement;
  • (d) obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under this agreement, including without limitation the Services;
  • (e) ensure that its network and systems comply with the relevant specifications set out by the Supplier in the Order Form, if any; and
  • (f) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Supplier’s systems, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.

8. CHARGES AND PAYMENT

  • 8.1 The Customer shall pay the Subscription Fees and Additional Services Fees (if any) to the Supplier in accordance with this clause 8 and the Order Form.
  • 8.2 The Customer shall on or prior to the Effective Date provide to the Supplier valid, up-to-date and complete contact, payment and/or billing details and, if the Customer provides:
  • (a) its credit card details to the Supplier, the Customer hereby authorises the Supplier to bill such credit card:
  • (i) in the case of an annual subscription, on the Effective Date for the Subscription Fees and Additional Services Fees, as applicable, payable in respect of the Initial Subscription Term; and, subject to clause 13 (earlier termination), on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period;
  • (ii) in the case of a monthly subscription, on the Effective Date and the same date in each following month for the monthly fees;
  • (b) its approved purchase order information to the Supplier, the Supplier shall invoice the Customer:
  • (i) in the case of an annual subscription, on the Effective Date for the Subscription Fees and Additional Services Fees, as applicable, payable in respect of the Initial Subscription Term; and
  • (ii) subject to clause 13 (earlier termination) for annual subscriptions only, prior to or on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 30 days after the date of such invoice.
  • 8.3 If the Supplier has been unable for any reason to recover payment from the Customer (whether via its credit/debit card or otherwise) on the due date, and without prejudice to any other rights and remedies of the Supplier, the Supplier may, without liability to the Customer, disable the Customer’s password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the payment(s) concerned remain unpaid.
  • 8.4 All amounts and fees stated or referred to in this agreement:
  • (a) shall be payable in pounds sterling;
  • (b) are, subject to the 30 day guarantee provided at clause 13.1(b), non-cancellable and non-refundable;
  • (c) are exclusive of value added tax, which shall be added at the appropriate rate.
  • 8.5 The Supplier shall be entitled to increase the Subscription Fees at the start of each Renewal Period upon prior written notice to the Customer and this agreement shall be deemed to have been amended accordingly, save that fees cannot be increased more than once in any twelve-month period.

9. PROPRIETARY RIGHTS

  • 9.1 The Customer acknowledges and agrees that the Supplier and/or its licensors own all intellectual property rights in the Services. Except as expressly stated herein, this agreement does not grant the Customer any rights to, or in, patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services.
  • 9.2 The Supplier confirms that it has all the rights in relation to the Services that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.

10. CONFIDENTIALITY

  • 10.1 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:
  • (a) is or becomes publicly known other than through any act or omission of the receiving party;
  • (b) was in the other party’s lawful possession before the disclosure;
  • (c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
  • (d) is independently developed by the receiving party, which independent development can be shown by written evidence; or
  • (e) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
  • 10.2 Each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than as contemplated by this agreement.
  • 10.3 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.
  • 10.4 The above provisions of this clause 10 shall survive termination of this agreement, however arising.

11. INDEMNITY

  • 11.1 The Customer shall defend, indemnify and hold harmless the Supplier 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 Customer’s use of the Services, provided that:
  • (a) the Customer is given prompt notice of any such claim;
  • (b) the Supplier provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer’s expense; and
  • (c) the Customer is given sole authority to defend or settle the claim.
  • 11.2 The Supplier shall defend the Customer, its officers, directors and employees against any claim that the Services infringes any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:
  • (a) the Supplier is given prompt notice of any such claim;
  • (b) the Customer provides reasonable co-operation to the Supplier in the defence and settlement of such claim, at the Supplier’s expense; and
  • (c) the Supplier is given sole authority to defend or settle the claim.
  • 11.3 In the defence or settlement of any claim, the Supplier may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement on 5 Business Days’ notice to the Customer without any additional liability or obligation to the Customer.
  • 11.4 In no event shall the Supplier, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:
  • (a) a modification of the Services by anyone other than the Supplier; or
  • (b) the Customer’s use of the Services in a manner contrary to the instructions given to the Customer by the Supplier; or
  • (c) the Customer’s use of the Services after notice of the alleged or actual infringement from the Supplier or any appropriate authority.
  • 11.5 The foregoing and clause 12.4(b) state the Customer’s sole and exclusive rights and remedies, and the Supplier’s (including the Supplier’s employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

12. LIMITATION OF LIABILITY

  • 12.1 This clause 12 sets out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer:
  • (a) arising under or in connection with this agreement;
  • (b) in respect of any use made by the Customer of the Services or any part of them; and
  • (c) in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this agreement.
  • 12.2 Except as expressly and specifically provided in this agreement:
  • (a) the template documents made available to you as part of the Service are templates reasonably fit for use by you as a starting point for the preparation of your health and safety documents, to be adapted by you as you deem appropriate to meet your individual requirements. The Supplier will use its reasonable efforts to keep the Services, Software reasonably accurate but Supplier makes no representations about the suitability, reliability, availability, timeliness and accuracy thereof and they should not be relied upon for personal, medical, legal or financial decisions and you should consult an appropriate professional for specific advice tailored to your situation;
  • (b) the Customer assumes sole responsibility for results obtained from the use of the Services, including but not limited to the template documents created by the Customer, and for conclusions drawn from such use. The Supplier shall have no liability for any damage caused by errors or omissions in any information, instructions, templates, documents or scripts provided to the Supplier by the Customer in connection with the Services, or any actions taken by the Supplier at the Customer’s direction;
  • (c) 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
  • (d) the Services are provided to the Customer on an “as is” basis.
  • 12.3 Nothing in this agreement excludes the liability of the Supplier:
  • (a) for death or personal injury caused by the Supplier’s negligence; or
  • (b) for fraud or fraudulent misrepresentation.
  • 12.4 Subject to clause 12.2 and clause 12.3:
  • (a) the Supplier 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
  • (b) the Supplier’s total aggregate liability in contract (including in respect of the indemnity at clause 11.2), 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 paid for the Services during the 12 months immediately preceding the date on which the claim arose.

13. TERM AND TERMINATION

  • 13.1 This agreement shall if it is an annual subscription, unless otherwise terminated as provided in this clause 13, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period​), unless:
  • (a) either party notifies the other party of termination, in writing, at least 30 days (or such period as the Supplier shall notify to you in writing from time to time) before the end of the Initial Subscription Term or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
  • (b) the Customer provides written notice that it wishes to exercise the 30 day money back guarantee which must be exercised within the first 30 calendar days of the Initial Subscription Term and can only be exercised on one occasion per Customer; or
  • (c) otherwise terminated in accordance with the provisions of this agreement; and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term​.
  • 13.2 This agreement shall if it is a monthly subscription, unless otherwise terminated as provided in this clause 13, commence on the Effective Date and continue until either party gives at least 30 days’ (or such period as the Supplier shall notify to you in writing from time to time) notice of termination, in writing, to the other party.
  • 13.3 If a monthly subscription is converted to an annual subscription by agreement of the Supplier at any time then clause 13.1 shall apply from the date of conversion and such portion of the Subscription Fees as the unexpired portion of the Initial Subscription Period (or as the case may be Renewal Period) bears to 12 months shall be payable on the date of conversion.
  • 13.4 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:
  • (a) the other party commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
  • (b) 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 (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or becomes insolvent or an order is made or a resolution passed for the administration, wining-up or dissolution of the other (otherwise than for the purpose of a solvent amalgamation or reconstruction) or an administrative or other receiver, manager, liquidator, administrator, trustee or similar officer is appointed over all or any substantial part of the assets of the other or the other enters into or proposes any composition or arrangement with its creditors generally or any analogous event occurs in any applicable jurisdiction;
  • (c) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
  • (d) there is a change of control of the Customer/other party.
  • 13.5 On termination of this agreement for any reason:
  • (a) all licences granted under this agreement shall immediately terminate, save that where Customer is not in breach of the terms of agreement and has not exercised the 30 day money back guarantee provided at clause 13.1(b), Customer shall be permitted to make continued use of completed template documents in accordance with the provisions of clause 2.1; *
  • (b) all Fees will become payable immediately;
  • (c) the Supplier may destroy or otherwise securely dispose of any of the Customer Data in its possession; and
  • (d) 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; and
  • (e) in the case of a termination by the Customer in accordance with clause 13.1(b) the Supplier shall refund the Subscription Fees element of the fees paid but any Additional Services Fees will remain payable and the Customer will not be permitted to make further use of any completed template documents.

14. FORCE MAJEURE

The Supplier shall have no liability to the Customer 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 Supplier 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 Customer is notified of such an event and its expected duration.

15. 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.

16. SEVERANCE

  • 16.1 If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
  • 16.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

17. ENTIRE AGREEMENT

  • 17.1 This agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
  • 17.2 Each of the parties acknowledges and agrees that in entering into this agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this agreement, other than as expressly set out in this agreement.

18. ASSIGNMENT

  • 18.1 The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
  • 18.2 The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.

19. 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).

20. 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.

21. NOTICES AND VARIATION

  • 21.1 Any notice required to be given under this agreement, including those regarding changes to these terms and conditions, shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this agreement, or such other address (including email) as may have been notified by that party expressly for such purposes, or in the case of Supplier may be posted on the suppliers website or other reasonable means now known or developed in the future.
  • 21.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by fax shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender).

22. 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.

23. 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).