If you have any questions relating to our terms and conditions that are not covered in the sections above please contact us on: +44 (0)208 600 1000 or at [email protected].
Updated terms and conditions as of 01/03/2021
This website, www.britsafe.org (the "Website") is operated by British Safety Council, also referred to in these Conditions of Use and Sale as "we", "us" or “our”.
This page and other documents referred to by it, set out the Conditions of Use of our Website, the Terms of Business governing the sale of goods and services (both via the Website and via other means), the Safety Network & Safety-inform Lite Terms and Conditions and give details of our Privacy Notice. Please read these carefully before you use our Website. By using the Website, you indicate that you accept these Conditions of Use and Terms of Business, and that you agree to abide by them (collectively referred to as Terms). If you do not agree to any of these Terms, please refrain from using the Website immediately.
We may revise these Terms and our Privacy Notice at any time by posting an updated version on the Website. You should visit this page periodically to review the most current Terms as they are binding on you. All changes shall be effective immediately upon being posted on the Website. Any use of the Website after such notice shall be deemed to be an acceptance of these changes by you.
In order to access or use the Website, you agree and understand that this Website and the contents are intended for people who are 18 years of age or above and hereby represent that you are 18 years of age or above.
3. Conditions of Use
3.1. Accessing the Website
Access to the Website is permitted on a temporary basis, and we reserve the right to withdraw or amend the service we provide on the Website without notice and for any reason whatsoever. We shall not be liable if for any reason the Website is unavailable at any time or for any period.
From time to time, we may restrict access to some parts or all the Website, to users who have opened an account with us (see 3.8 below).
If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any third party. We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our opinion you have failed to comply with any of the provisions of these Terms.
We do not warrant or represent that the Website shall be uninterrupted, error-free, or completely secure. You acknowledge that there are risks inherent in operating conditions, internet connectivity, third party software components and other reasons beyond our control that could result in the loss of content or unavailability of services or loss of any other information relating to activities carried out through the Website.
3.2. Reliance on information posted
All material posted on the Website is intended for information purposes only and does not represent professional advice on which reliance should be placed. You are hereby placed under notice that you should take appropriate steps to verify such information. You should act or refrain from acting on the information contained in the Website without first verifying the information and as necessary obtaining legal and/or professional advice.
3.3. Our liability
We make no representations or warranties whatsoever as to the accuracy of the information contained on the Website. We have no control over the content and we do not have an obligation to review or modify the content made available to you through the Website. To the extent permitted by applicable laws, we expressly exclude all conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity.
We expressly disclaim all liability and responsibility for any direct, indirect or consequential loss or damage incurred by any user arising from the use of the Website and/or due to reliance placed on materials posted on the Website by any visitor to the Website and by anyone who may be informed of any of their contents, or from the use or inability to use the Website, whether directly or indirectly, resulting from inaccuracies, defects, errors, whether typographical or otherwise, omissions, out of date information or otherwise, even if such loss was reasonably foreseeable and we had been advised of the possibility of the same. Direct, indirect or consequential loss and damage shall include but not be limited to loss of profits or contracts, loss of income or revenue, loss of business, loss of goodwill, and wasted expenditure or management time.
Nothing in these Terms shall exclude our liability for death or personal injury resulting from our negligence, nor our liability for fraudulent misrepresentation, nor any other liability which cannot be excluded or limited under applicable laws.
3.4. Viruses, hacking and other offences
The user agrees that material downloaded or otherwise accessed through the use of the Website is obtained entirely at the user's own risk and that the user shall be entirely responsible for any resulting damage to software or computer systems and/or any resulting loss of data, even if such loss and damage was reasonably foreseeable and we had been advised of the possibility of the same.
You must not misuse the Website by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Website, the server on which the Website is stored or any server, computer or database connected to the Website. You must not attack the Website via a denial-of-service attack or a distributed denial-of service attack.
We shall not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Website or to your downloading of any material posted on them, or on any website linked to them.
3.5. Linking to the Website
You may link to the Website, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
You must not establish a link from any website that is not owned by you.
The Website must not be framed on any other site. We reserve the right to withdraw linking permission without notice. The website from which you are linking must comply in all respects with the content standards set out in our acceptable use policy.
3.6. Third party websites
We do not accept any liability or responsibility for any third-party websites that can be accessed through the Website or for any loss or damage that may arise from your use of them. We do not endorse or approve the contents of any such site and these links are provided for your information only.
3.7. Intellectual property rights
Except where expressly stated to the contrary, all intellectual property rights in the Website including in any text, graphics, information, motifs, logos, designs and databases contained in this Website including the domain names, organisation and layout of the site and the software used in relation to the Website are owned by us or our licensors.
You may not reproduce or store any part of this site in any other web site, document management system or electronic retrieval system (via screen-scraping or otherwise) without our prior written permission.
3.8. Your account
In order to access certain facilities and information or purchase goods and services through this Website, you may be required to create an account. If you create and use any account you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer and devices, and to the extent permitted by applicable laws you agree to accept responsibility for all activities that occur under your account or password. You should take all necessary steps to ensure that the password is kept confidential and secure and should inform us immediately if you have any reason to believe that your password has become known to anyone else, or if the password is being, or is likely to be used in an unauthorised manner. You are responsible for ensuring that the details you provide us with are correct and complete, and for informing us of any changes to the information you have provided. You can access and update much of the information you have provided us with, including your account settings, in the Your Account Area of the Website.
We may suspend or terminate your access to the Website, without any prior notice to you, upon receipt of any notice or communication from any user or any governmental authority, self-regulatory agency or any other person or in case in our opinion you have violated these Terms or any other provision of applicable laws or regulations and standards prescribed by the self-regulatory agency in connection with the use of the Website.
Further, we may suspend or limit your access to the Website if we determine, in our sole opinion, that:
(a) You have misrepresented any information you have provided to us;
(b) You are ineligible to access this Website in accordance with applicable laws; and
(c) You are in breach of any of the Terms
4. Terms of Business
The Terms of Business govern the sale of goods and services by us to you via the Website and other means. When you use this Website to purchase Products, you shall also be subject to our Terms of Business.
When ordering goods from us for delivery outside of the UK you may be subject to import duties and taxes, which are levied once the package reaches the specified destination. Any additional charges for customs clearance must be borne by you; we have no control over these charges. Customs policies vary widely from country to country, so you should contact your local customs office for further information. Additionally, when ordering from us, you are considered the importer of record and must comply with all laws and regulations of the country in which you are receiving the products.
5. Safety Network & Safety-inform Lite Terms and Conditions
By using the Safety Network or Safety-inform Lite components of the Website, you indicate that you accept the Safety Network & Safety-inform Lite Terms and Conditions.
You agree to indemnify, defend and hold us, our affiliates and their respective employees, directors, agents and assigns harmless from and against any and all damages, claims, suits, actions, causes of action, demands, liabilities, losses, costs and expenses arising out of or resulting from any claim from breach of these Terms by you.
7. Our details
British Safety Council is a company limited by guarantee registered in England and Wales (No. 04618713) and registered as a charity in England and Wales (No. 1097271) and Scotland (No. SC037998) whose registered office is at 70 Chancellors Road, London W6 9RS.
8. Privacy Notice
Our Privacy Notice sets out the basis on which any personal data we collect from you, or that you provide to us, shall be processed by us. Please read the policy following carefully to understand our practices regarding your personal data and how we shall treat it.
Our Website uses “cookies”, which are text files placed on your computer, to collect standard internet log information and visitor behaviour in an anonymous form. This information generated by the cookie about your use of the Website (including your IP address) is transmitted to Google Analytics. This information is then used to evaluate visitors’ use of the Website and to compile statistical reports on Website activity.
We shall not (and shall not allow any third party) to use the statistical analytics tool to track or to collect any personally identifiable information of visitors to our site. We shall not associate any data gathered from this Website with any personally identifying information from any source as part of our use of the Google statistical analysis tool. Google shall not associate your IP address with any other data held by Google. Neither we nor Google shall link, or seek to link, an IP address with the identity of a computer user.
We intend to produce this Website to conform with international Web Content Accessibility Guidelines. If you require any of our information in another format, or help finding a document, please contact us.
11. Applicable law
These Conditions of Use and Sale are governed by and shall be construed in accordance with the laws of England and Wales and the parties submit to the exclusive jurisdiction of the Courts of England and Wales.
Combined Terms and Conditions
1. These Terms of Business shall be binding on any person purchasing goods and/or services from British Safety Council, a company limited by guarantee registered in England and Wales (No. 04618713) and registered as a charity in England and Wales (No. 1097271) and Scotland (No. SC037998) whose registered office is at 70 Chancellors Road, London W6 9RS.
2. In this Agreement:
2.1. Title headings are for convenience only and shall not be used in its interpretation;
2.2. Use of the singular includes the plural and vice versa and use of any gender includes all genders;
2.3. Any reference to a "person" includes a body corporate, natural person, firm, partnership, company, corporation, association, organisation, government, state, foundation and trust (in each case whether or not having separate legal personality);
2.4. Unless the context otherwise requires, the words "other", "includes", "including", "for example" and "in particular" do not limit the generality of any preceding words and any words that follow them shall not be construed as being limited in scope to the same class as the preceding words where a wider construction is possible; and
2.5. Any obligation in the Agreement on a person not to do something includes an obligation not to agree, allow, permit or acquiesce in that thing being done.
3. The following words shall have the following meanings unless the context requires otherwise:
“Us”, “we” or “our” means the British Safety Council.
“You” or “your” means the persons who are our clients for the Products.
“Certification Policy” means the policy issued by us from time to time, which contains, amongst other things, the policies, procedures and instructions for administration of certification.
“Certification Services” means the assessment of your management system in order to determine whether those systems fulfil the requirements for certification to the selected standard(s).
“Data Protection Legislation” means as they apply to each of us: (a) the Data Protection Act 1998 and the Privacy and Electronic Communications (EC Directive) Regulations 2003, (b) the General Data Protection Regulations (Regulation (EU) 2016/679)(“GDPR”), until such time as it may cease to apply in the UK; (c) any legislation ratifying or otherwise adopting, replacing or supplementing GDPR in the UK; and (d) in respect of your obligations, any other laws and regulations relating to natural persons relevant to your obligations in any other jurisdictions.
“Fees” means the fees (including without limitation the Membership Fees, Termination Fees and Transfer Fees), as set out in the Order or as otherwise notified by us to you, payable by you to us in consideration of the provision of the Products.
“Initial Term” means the period of one, two or three years, as set out in the Order, commencing on the date of the Order.
“Logo Guidelines” means the guidelines as provided by us or as set forth on www.britsafe.org.
“Membership Benefits” means the benefits provided by us to you as listed on www.britsafe.org from time to time.
“Membership Fees” means the fees payable by you in advance in respect of the Initial Term and each subsequent Renewal Term, as set out in the Order or as otherwise notified by us to you, in consideration of the provision of the Membership Benefits.
“Membership Logos” means the logos as specified by us from time to time, a current version of which is set forth on www.britsafe.org.
“Membership Subscription” means a subscription purchased by you pursuant to this Agreement, which entitles you to access and use the Membership Benefits for the term of this Agreement.
“Order” means the order submitted by you to us in writing, which sets out the nature of the Products and the quantity. The Order constitutes an offer by you to purchase Products, in accordance with these Terms of Business.
“Renewal Term” means each period of one, two or three years, as set out in the Order, commencing on the day following the last day of the Initial Term and the last day of each subsequent Renewal Term.
“Privacy Notice” means the fair processing information available on www.britsafe.org, as maybe updated from time to time.
“Products” means the services and/or goods to be provided by us to you and more particularly as the Order or otherwise agreed between us and you.
“Termination Fees” means the fees payable by you to us in accordance with clause 48.
“Transfer Fees” means the fees payable by you to us in respect of each time the date(s) upon, or location(s) at which, each training, audit or consultancy event or delivery of the Products will take place are changed.
“Site(s)” means a physical location(s) from which you carry on your activities.
4. Subject to clause 62, the Order and these Terms of Business (together the “Agreement”) contain the whole agreement between the parties relating to the subject matter hereof and supersede all previous agreements (if any) between such parties in respect of such matters, other than any confidentiality or non-disclosure agreement which the parties may have signed prior to the commencement of this Agreement and which shall continue to govern any exchanges of information made before the commencement of this Agreement.
5. By entering into this Agreement, you acknowledge that you have not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in this Agreement. Delivery of Products
6. No Order submitted by you for the Products shall be binding on us until accepted by us and, in the event the Product includes Membership Subscription(s), payment of the Fees has been received by us in full.
7. You agree to:
7.1. Make all necessary arrangements for the delivery of the Products, including access to all premises, records and personnel, that are necessary for us to deliver the Products;
7.2. Provide us with complete, accurate and timely information relevant to our provision of the Products;
7.3. Inform us of any health, safety and security arrangements that may be required when our personnel visit your sites or premises, including any special on-site conditions, and to provide our personnel with suitable personal protective equipment (as appropriate). You are primarily responsible for the safety of our personnel whilst visiting your premises;
7.4. Immediately inform us in writing of all circumstances that may directly or indirectly affect the delivery of the Products;
7.5. Refrain from doing any act or omitting to do anything that may affect the delivery of the Products; and
7.6. Not restrict us from providing similar services to other persons.
8. We shall perform our obligations under this Agreement, including the provision of the Products, with reasonable care and skill, and within a reasonable time.
9. If the Products include the provision of Membership Subscriptions then clauses 10, 11, 12, 13, 14, 15 and 16 shall apply.
10. Membership Subscriptions are specific to the Site(s) listed in the Order.
11. We shall provide the Membership Benefits to you during the term of this Agreement in respect of the Sites listed in the Order. You may not transfer or share Membership Benefits between Sites or transfer or re-sell any Membership Benefits to 3rd parties.
12. We reserve the right to withdraw or otherwise change Membership Benefits at any time and without notice.
13. Subject to the payment of the Membership Fees, and the terms and conditions of this Agreement, we grant you a non-exclusive, license to use the Membership Logos in your advertising, literature and websites, during the term of this Agreement, solely for the purpose of demonstrating your commitment to health, safety and wellbeing in the workplace.
14. You agree to comply with the following, which are conditions of the license granted by this Agreement:
14.1. You may only use the Membership Logos in strict conformity with the standards as set out in our Logo Guidelines.
14.2. The license granted by this Agreement is non-sublicensable.
14.3. You may not assign the license granted by this Agreement without our prior written consent.
14.4. You acknowledge our exclusive right, title, and interest in and to the rights in Membership Logos. You agree that you shall not acquire any right of any kind in Membership Logos as a result of your use of it.
14.5. Upon request, you shall furnish to us, without charge, samples of materials which feature the Membership Logos. We shall have the right of approval over such items by giving written notice to you, within twenty (20) days of receipt of the samples, of such reasonable changes or corrections as may be necessary to comply with our reasonable quality concerns. You shall make and incorporate said changes or corrections. Our failure, following receipt of samples, to give notice of any such changes or corrections shall be deemed by you to constitute approval by us.
14.6. We may, in our sole discretion, terminate the licence to use the Membership Logos at any time upon written notice to you. Upon termination of the licence, you shall immediately cease any and all use of the Membership Logos.
Safety Network and Safety-inform Lite
15. By using the Safety Network and Safety-inform features of our website, you indicate that you accept the Safety Network and Safety-inform Terms and Conditions, and that you agree to abide by them.
Digital learning course
16. If the Membership Benefits include digital learning courses you may only access these course via your membership account. Courses must be used during the respective Initial Term or Renewal Term, and any unused courses may not be carried forward into a subsequent term or be accessed once the relevant term has expired.
3rd party offers and services
17. Our website and publications may contain links and references to third parties who may offer products and services. We do not endorse, approve or sanction nor are we responsible for any third party's products, services, acts or omissions. We do not act in partnership with nor as agent for or on behalf of the third party to whom we provide links or references. Accordingly, any dealings between you and any third parties are solely between you and such third party.
Training, audit and consultancy
18. If the Products include the provision of face to face training, audit and/or consultancy services then both parties shall mutually agree in writing the date(s) upon, and location(s) at which, each training, audit and/or consultancy event will take place. If, having done so, both parties subsequently agree to change the date(s) and/or location(s), then you undertake to pay the following Transfer Fees to us in addition to the Fees set out on the Order. You acknowledge that any such Transfer Fees are necessary and reasonable, given that we will incur additional costs in transferring the booking.
18.1. Where the change is agreed more than 28 days before the date on which delivery of the Products was due to commence, an amount equal to 10% of the total Fees payable as set out in the Order will be payable;
18.2. Where the change is agreed less than 29 days but more than 14 days before the date on which delivery of the Products was due to commence, an amount equal to 25% of the total Fees payable as set out in the Order will be payable; and
18.3. Where the change is agreed less than 15 days before the date on which delivery of the Products was due to commence, an amount equal to 100% of the total Fees payable as set out in the Order will be payable.
18.4. British Safety Council do not wish to put any learners or trainers knowingly at risk of contracting COVID 19. We advise any learners attending our public face to face courses to inform us if they have tested positive or have symptoms. BSC has a number of measures in place to support learning including live on line alternatives (subject to availability) where we are happy to transfer free of charge. Please note that BSC incur venue costs for all public course transfers and cancellations, so while we will support each learner, we will not be in a position to transfer to alternative face to face courses or cancel courses free of charge.
19. If the Products include the provision of face to face training, then we reserve the right to refuse any person entry to the training event and/or expel any person from the training event, where we believe that the person’s behaviour or conduct is inappropriate or disruptive.
20. If the Products include the provision of e-learning services then:
20.1. Each course will be saved within your user account in readiness for allocation to learners.
20.2. You must allocate each course to a learner within 1 year of it being saved to your user account. If you do not do so, we reserve the right to remove any unallocated courses from your user account.
20.3. Access to each course by the learner will be restricted to the following periods:
(a) IOSH e-learning: 5 months (can we change from 5 months to 12 months) with no option to renew. An additional fee of £50.00 will be payable by you for any subsequent assessment following the failure of two assessments.
(b) IEMA e-learning: 6 months with no option to renew. An additional fee of £49.00 will be payable by you should the learner need to re-sit any examinations. You are responsible for booking any further re-sits directly with IEMA and pay any applicable charges.
(c) NEBOSH e-learning: 12 months with no option to renew. Learners are responsible for making their own arrangements to undertake the NEBOSH assessments. Any practical assessment must be undertaken with the same provider used for examination assessments.
(d) Instant Access e-learning: 3 months. When the course includes a quiz, knowledge check or assessment, three attempts are given to the learner to pass. In the event that the learner fails an assessment 3 times and you wish the learner to complete the course, you will be required to purchase an additional course.
20.4. Learners must complete all learning materials, any applicable tests, assessments or projects within the period. Each period will commence on the date that the learner is allocated to the relevant course
20.5. Once you have allocated a course to a learner you may not transfer the course to or share it with another learner.
20.6. In the event that we agree to correct learner details that you have supplied to us you undertake to pay us a £50 administration fee in addition to the Fees set out on the Order.
Audit or certification services
21. If the Products include the provision of audit or Certification Services then clause 22 shall apply.
22. You agree to:
22.1. Maintain your management system(s) in accordance with the relevant standard(s);
22.2. Advise us of any changes to the management system which are likely to affect the management system’s compliance with the relevant standard(s);
22.3. Inform us as soon as you become aware of any breach of any applicable regulatory requirements which have the potential (if identified by or reported to the regulator) to result in a regulatory authority prosecution or the issuing of a legally enforceable notice to improve or cease a process or activity being undertaken relevant to the management system. We reserve the right to suspend or withdraw certificates of approval/verification statements and opinions in the event that you have failed to inform us and the appropriate regulator of such breaches;
22.4. Conform to the requirements set out in our Certification Policy when: (a) Making reference to your certification status in communication media including, without limitation, the internet, brochures or advertising, or other documents; and (b) Making use of our logo.
22.5. Not make or permit any misleading statement regarding your certification;
22.6. Not use or permit the use of a certification document or any part thereof in a misleading manner;
22.7. Upon suspension or withdrawal of your certification, discontinue use of all advertising matter that contains a reference to certification;
22.8. Amend all advertising matter whenever the scope of certification has been reduced;
22.9. Not refer to your management system certification in such a way as to imply that we certified a product (including service) or process; or imply that the certification applies to activities that are outside the scope of certification, and not use your certification in such a manner that would bring us into disrepute;
Fees and Terms of Payment
23. In consideration of the provision of the Products in accordance with the terms of this Agreement you shall pay the Fees, as set out in the Order or as otherwise notified by us to you, to us in the manner set out below.
24. We shall invoice you for the Fees and you shall pay the Fees within 30 days from the date of the invoice(s).
25. The Fees shall be paid in full in pounds sterling by way of (i) electronic transfer to a bank account as advised to you by us from time to time; or (b) a credit or debit card where the Order is placed via our website.
26. The Fees are exclusive of Value Added Tax, which shall be payable, if applicable, by you in addition to such Fees.
27. All amounts due under this Agreement shall be paid in full without any deduction or withholding other than as required by law. Neither party shall be entitled to assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
28. In the event the you require any amendment or alteration in the Products listed in the Order, such change shall be mutually agreed and subject to additional fees. Such amendment or alteration in the Products shall be recorded in writing in form of a new Order replacing the previous Order.
29. Subject to clauses 30 to 36, each party agrees to maintain as confidential and will not use or disclose to any third-party information obtained from the other party in connection with the Products without the consent of the other party, except as necessary for delivery of the Products.
30. The restrictions on use or disclosure of information will not apply to:
30.1. Information which was in possession prior to disclosure by a party;
30.2. Information which is made available from a source independent of a party;
30.3. Information which is in the public domain;
30.4. Information which is required to be made available to achieve or maintain our accreditation(s); and
30.5. Information which is required to be disclosed by law, order of court, the requirements of any regulatory or taxation authority, accreditation body or the rules of any stock exchange.
31. The terms “Data Controller”, “Data Processor”, “Data Subject”, “Personal Data”, “process”, “processing”, “transfer”, and “appropriate technical and organisational measures” shall be interpreted in accordance with the applicable Data Protection Legislation.
32. Both parties shall comply with the Data Protection Legislation as it applies to them in connection with this Agreement.
33. Where you transfer or otherwise make available Personal Data to us in relation to this Agreement, you shall ensure that: (i) you have the necessary rights to transfer or make available such Personal Date to us (including that you have, or have procured, the necessary legal authority, permissions and/or consents for us to process the Personal Data to provide the Products); (ii) your instructions to us comply with (and will not cause us to be in breach of) the Data Protection Legislation; and (iii) that you have taken reasonable steps to ensure that the Data Subjects are aware of the nature of the processing to be undertaken.
34. Where we act as a Data Controller in respect of any Personal Data processed in relation to this Agreement (including where you are an individual):
34.1. We shall process or arrange for processing of the Personal Data only in accordance with the details set out on our Privacy Notice;
34.2. If you provide us with or give us access to the Personal Data, you shall take reasonable steps to ensure that the relevant Data Subjects are aware of our processing activities and the Privacy Notice; and
34.3. Both of us shall co-operate with the other, and promptly provide such information and reasonable assistance as the other may reasonably require to enable it to comply with its obligations under the Data Protection Legislation in respect of this Agreement, and to deal with and respond to all investigations, complaints, and requests for information from any regulator or Data Subject relating to such Personal Data.
35. Where we process Personal Data as a Data Processor on your behalf we shall:
35.1. Only process such Personal Data in accordance with your written instructions from time to time (including as set out in this Agreement) or as required for us to provide, manage or facilitate the provision of the Products, and only in respect of the subject matter, duration, nature and purpose of the Products, and the type of Personal Data and categories of Data Subject relevant to the Products;
35.2. Ensure that only persons authorised by us process such Personal Data and that such persons are subject to appropriate obligations to maintain the confidentiality of such Personal Data;
35.3. Taking into account the (i) state of the art, (ii) cost of implementation, (iii) nature, scope, context and purpose of processing, and (iv) the risk and severity of potential harm, protect such Personal Data by putting in place technical and organisational measures to protect such Personal data from a data breach;
35.4. Taking into account the nature of our processing, put in place appropriate technical and organisational measures, insofar as possible, to assist you to fulfil, at your cost, your obligations to respond to Data Subjects’ requests to exercise their rights under the Data Protection Legislation over such Personal Data;
35.5. Where reasonably requested, and taking into account the nature of our processing and the Products and the information available to us, assist you, at your cost, in
complying with your obligations under the Data Protection Legislation in respect of such Personal Data;
35.6. When we cease providing the Products to you, and at your choice, either delete or return such Personal Data to you and delete such copies of such Personal Data, unless applicable law or regulation requires storage of such Personal data or deletion of such Personal data is not technically possible, using all reasonable efforts;
35.7. Subject to reasonable access arrangements being agreed with us and save for disclosure of information which is confidential and/or privileged (or where access is otherwise restricted by applicable law or regulation), make available to you all relevant information necessary to demonstrate compliance with our obligations under this clause 35 and allow for and contribute to audits, including inspections, conducted by you or another auditor mandated by you, at your cost;
35.8. Be permitted to appoint other processors to process such Personal Data, provided (i) they process the Personal Data only for such purposes of assisting us with the performance of our obligations under this Agreement, (ii) we enter into a written agreement with them requiring them to process the Personal Data only in accordance with your or our written instructions, and to comply with obligations equivalent in all material respects to those imposed on us under this clause 35; and
35.9. Not to process or transfer such Personal Data outside of the UK or EEA unless (i) an adequacy finding has been made under the Data Protection Legislation that the relevant jurisdiction provides an adequate level of protection; or (ii) we have put in place appropriate safeguards as required under the Data Protection Legislation for such processing or transfers.
36. Where you instruct us to transfer Personal Data to anyone other than a processor engaged by us, you are responsible for ensuring that adequate arrangements are in place for such transfer as required by the Data Protection Legislation.
37. You shall indemnify, defend and hold harmless us, our affiliates and our respective employees, directors, agents and assigns, (Indemnified Parties) against any and all losses suffered, incurred or paid by the Indemnified Parties arising out of or in connection with any misrepresentation or any breach of this Agreement and/or due to any negligent act, error or omission attributable to you.
38. Subject to clause 39, we shall not be liable for:
38.1. Any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses arising out of our obligations under this Agreement; and/or
38.2. Any loss of profits, anticipated savings, increased cost of doing business, business opportunities, revenue or damage to goodwill (whether direct or indirect) arising out of our obligations under this Agreement; and/or
38.3. Any claim (including but not limited to a claim for breach of contract, negligence, or breach of statutory duty) in respect of any delay or failure by us to perform any of our obligations under this Agreement to the extent such failure arises directly or indirectly from any negligent or wilful act or omission by you or any third party arising out of our obligations under this Agreement; and/or
38.4. Any liability which you incur to any third party (whether direct or indirect) arising out of our obligations under this Agreement.
39. We shall not be liable for death or personal injury at your site/premises unless caused by gross negligence or fraud by our employees, agents or sub-contractors.
40. All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement.
41. Notwithstanding anything contained in this Agreement, our liability shall not exceed the Fees paid to us under the Agreement.
Reports issued by us
42. If the Products include the provision of any report (“Report”), you acknowledge and agree:
42.1. The Report (including any enclosures and attachments) has been prepared for the exclusive use and benefit of you pursuant of the terms of this Agreement, and is subject to the limitations and restrictions contained herein. We do not accept any liability if the Report is used for an alternative purpose from which it is intended;
42.2. No part of this Report should be reproduced, distributed or communicated to any third party without our written consent. We do not accept any liability or responsibility to anyone other than you in connection with or arising out of this Report or its contents on any basis whatsoever;
42.3. The assessment (if any) on which this Report is based was not designed to identify all weaknesses and instance of non-compliance within your systems, and because of the test nature and other inherent limitations of an assessment there is an unavoidable risk that we may not have uncovered all control weaknesses and instance of non-compliance. Accordingly, no warranty is given by us that any location, building, equipment or system is safe, appropriate or fit for the purpose for which it is used;
42.4. The Report and the views presented in it are based in part on information provided to us by or on behalf of you. Such information has not been independently verified by us. We shall have no liability or responsibility to the extent that any information supplied to us or representations made to us, or on the basis of which the Report has been prepared, is inaccurate, incomplete or misleading; and
42.5. The Report and the views presented in it may no longer be accurate after the report date.
Intellectual property rights
43. We retain all copyright and other intellectual property rights in everything developed by us both before and during the course of providing the Products, including rights in all reports, written advice or other materials provided by us, although the fees you pay us under this Agreement will give you a non-exclusive, non-transferable and limited licence to use these materials for the purposes for which they were created.
44. All documents in our possession or control, generated by us or addressed to us, relating to the Products shall be our sole property.
Term and Termination
45. Subject to clause 46, this Agreement shall commence on the date of the Order and shall continue in force unless and until terminated in accordance with clauses 47, 49 or 50.
46. If the Products include the provision of Membership Subscriptions then this Agreement shall commence on the date of the Order and shall continue for an Initial Term. Thereafter, this Agreement shall, subject to the payment of the Membership Fees, automatically continue on a rolling basis (“Renewal Term(s)”) unless and until terminated in accordance with clauses 47 or 49 or 50.
47. Subject to clause 48, you may terminate this Agreement at any time with immediate effect upon written notice to us.
48. You acknowledge that we incur costs from the time this Agreement commenced. Accordingly, if you terminate this Agreement in accordance with clause 47 you agree to pay the following Termination Fees to us:
48.1. Where the written notice of termination is received by us more than 14 days before the date on which delivery of the Products was due to commence no Termination Fee will be payable;
48.2. Where the written notice of termination is received by us less than 15 days before the date on which delivery of the Products was due to commence a 30% Termination Fee will be payable;
48.3. Where the written notice of termination is received by us after the date on which delivery of the Products commenced a 100% Termination Fee will be payable;
48.4. The Termination Fee shall be calculated as a percentage of the total Fees payable by you as set out on the Order.
49. We may terminate this Agreement upon 30 days’ prior written notice to you.
50. Without prejudice to any other rights or remedies which the parties may have, either party shall be entitled to terminate this Agreement at any time with immediate effect (or following such notice period as it sees fit) upon written notice to the other if the other:
50.1. commits a material breach of any provision of this Agreement and, in the case of a breach capable of remedy, fails to remedy the same within thirty (30) days after receipt of a written notice from the other party giving full particulars of the breach and requiring it to be remedied; or
50.2. fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than seven days after being notified in writing to make such payment; or
50.3. has bankruptcy proceedings brought against it which is not dismissed in sixty (60) days, has a receiver, administrator or administrative receiver appointed to it, or an encumbrancer takes possession, over all or any part of its undertaking or assets; or passes a resolution for winding up (other than for the purposes of a bona fide scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction makes an order to that effect; or becomes subject to an administration order; or enters into any voluntary arrangement or composition with its creditors; or ceases or threatens to cease to carry on business; or if any analogous situation to any of the above occurs in relation to it under the law of any jurisdiction; or
50.4. has been unable to perform any of its obligations under this Agreement as a result of force majeure for a period in excess of ninety (90) days; or
50.5. in the reasonable opinion of a party, does any act, matter or thing which would or might prejudice or bring into disrepute the business or reputation of such party.
Consequences of Termination
51. The following clauses survive the termination and expiry of this Agreement: clause 29, 30, 31, 32, 33, 34, 35, 36, 37, 38, 39, 42, 43, 53.1, 56, 57, 59, 60 and 62.
52. On termination by either party you shall immediately cease to use the Member Logos and return or destroy all membership certificates
Suspension of Products
53. Without prejudice to any other right or remedy that we may have, if you fail to pay the Fees or expenses on the due date, we may:
53.1. Claim interest on the overdue amount from the due date up to the date of actual payment, after as well as before judgment, at the rate of 15 per cent per annum. Such interest will accrue on a daily basis, will be compounded quarterly and will be payable by you; and
53.2. Suspend the provision of all Products until payment has been made in full.
54. No claims can be made by either party for failures or omissions which could be considered as a breach of this Agreement where the cause of the failure or omission is reasonably beyond the control of either party.
55. This Agreement shall not be assigned in whole or part unless an assignment is agreed by the parties in writing.
Nature of agreement
56. Each party is an independent contractor and nothing in this Agreement shall create, or be deemed to create, a partnership, joint venture or relationship of principal and agent or employer and employee between the parties.
57. A person (a “third party”) who is not a party to this Agreement has no right to enforce any term of this Agreement notwithstanding that any such term may purport to confer or may be construed as conferring a benefit on such third party.
Non-solicitation of personnel
58. Each party undertakes that during the term of this Agreement and until 12 months after the end of the term it shall not directly, indirectly, alone or jointly, and whether as principal or agent, solicit or entice away or endeavour to solicit or entice away any director or employee of the other party without first gaining the prior approval of the other party.
59. Each Party hereby warrants that it has not, and undertakes that it will not, make or cause to be made any offer, promise, gift, payment, commission, consideration or benefit of any kind, directly or indirectly, which could be construed as an illegal or corrupt practice, as an inducement or award to any person in relation to or arising from this Agreement.
60. The failure on the part of any party to exercise or enforce any right conferred by this Agreement will not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof of any other right on any later occasion. The invalidity or unenforceability for any reason of any part of this Agreement will not prejudice or affect the validity or enforceability of the remainder.
61. In the event that any term, condition, provision or clause of this Agreement shall be nullified or made void by any statute, regulation or order or by the decision or order of any Court having jurisdiction, the remaining terms conditions and provisions shall remain in full force and effect.
62. No amendment to this Agreement shall be effective unless agreed in writing by both parties.
Law and Jurisdiction
63. This Agreement shall be governed by and construed in accordance with the laws of England and Wales and the parties submit to the exclusive jurisdiction of the Courts of England and Wales.
Croner-i Navigate-Safety Lite Terms and Conditions
1. By using the Croner-i Navigate-Safety Lite section of the website www.britsafe.org you give your express agreement to the provisions of this Croner-i Navigate-Safety Lite Agreement (this “Agreement”).
2. This Agreement for the provision of the Service is subject to the terms and conditions set out in this document and is between British Safety Council, a company limited by guarantee registered in England and Wales (No. 04618713) and registered as a charity in England and Wales (No. 1097271) and Scotland (No. SC037998) whose registered office is at 70 Chancellors Road, London W6 9RS, and you the customer.
3. In this Agreement:
“Us”, “we” or “our” means the British Safety Council.
“You” or “your” means the persons who are our customer for the Service.
“Data Protection Legislation” means as they apply to each of us: (a) the Data Protection Act 1998 and the Privacy and Electronic Communications (EC Directive) Regulations 2003, (b) the General Data Protection Regulations (Regulation (EU) 2016/679)(“GDPR”), until such time as it may cease to apply in the UK; (c) any legislation ratifying or otherwise adopting, replacing or supplementing GDPR in the UK; and (d) in respect of your obligations, any other laws and regulations relating to natural persons relevant to your obligations in any other jurisdictions.
“Service” means an internet based means of accessing the information and features known as “Croner-i HR” or “Navigate-Safety Lite”;
“Site” means the Croner-i Navigate-Safety Lite sections of the website www.britsafe.oirg
“Terms of Business” means our standard terms of business as issued and amended by us from time to time.
4. This Agreement shall also apply to you during any trial period.
5. Subject to:
5.1. You purchasing membership subscriptions from us in accordance with our Terms of Business; and
5.2. the terms and conditions of this Agreement,
We hereby grant to you a non-exclusive non-transferable licence to access and use the Service.
Amendments to the Service
6. Particular programs, information and facilities may be amended from time to time provided that any such changes will not substantially diminish the quality or scope of the Service.
Changes to this Agreement
7. We reserve the right to add to or change the terms of this Agreement at any time. It is your responsibility to check the terms on accessing this site.
8. This Agreement may be terminated by us or you at any time.
Permitted Acts – Use
9. In this clause 9:
“Data” means any information available on the Service;
“Extract” means insubstantial extracts from the Data; and
“Work Product” means your own documents, memoranda, advices, briefs and other materials whether in print or in electronic form created by you in the regular course of your principal business.
10. You may:
10.1. view Data (or parts thereof) on screen;
10.2. print Data (or parts thereof);
10.3. copy and supply an Extract (whether in hardcopy or electronically) to anyone within the same organisation;
10.4. reproduce an Extract in Work Product and supply in accordance with 10.3 above.
Permitted Acts – Storage
11. You may store (whether in hardcopy or electronically or both) Extracts (which may be incorporated in any Work Product) provided such stored material shall not be stored or used in any form of database whether current or archival the main purpose of which is for the storing and/or providing access to know-how.
Permitted Acts - Limitations
12. Except as expressly permitted by this Agreement or as made available to you as part of the functionality of the Service, you may not in respect of the Data (or any part thereof) or Extracts (“Material”):
12.1. copy, download, store, publish, transmit, transfer, sell or otherwise use the Material in any form or by any means;
12.2. re-use, assume, decompile, reverse engineer, disassemble, attempt to discern the source code or interfere in any way with the Material;
12.3. modify or make any alterations, additions or amendments to the Material;
12.4. combine the whole or any part of the Material with any other software, data or material;
12.5. create derivative works from the whole or any part of the Material; or
12.6. sell, licence or distribute the Material to third parties or use the Material as a component of or as a basis for any material offered for sale, licence or distribution.
13. You shall use your reasonable endeavours to keep any Data stored (as permitted under this Agreement) secure and to prevent any third party duplicating or otherwise reproducing the same in whole or in part.
14. You shall, on notice from us or the copyright holder, immediately erase, delete and destroy all Material in its possession or control.
15. You acknowledge that the copyright, trademarks, and all other intellectual property rights subsidising or used in connection with the Material and the Service are the property of Croner Group Limited whose registered office is at Croner House, Wheatfield Way, Hinckley, Leicestershire, LE10 1YG (“CRONER”) (or its licensees) or us, apart from your existing copyrights and trademarks. We warrant that it has all necessary rights to permit you to use the Service as set out in this Agreement.
User name and password
16. We shall provide you with the relevant user names and passwords to the Service via the single sign on procedure. You must not disclose and must procure that the users do not disclose these user names and passwords to any third party.
17. The Service is provided, subject to clause 15, only “AS IS” without warranty of any kind, express or implied, including but not limited to warranties of performance, availability, merchantability, fitness for a particular purpose, accuracy, omissions, completeness, currency, timeliness, delays.
18. We and CRONER shall not be liable to you in contract, tort, delict or otherwise for any direct loss or any consequential loss including loss of revenue business, anticipated savings or profits, loss of goodwill or data howsoever arising suffered by you in connection with the Service (whether or not caused by the negligence of us or CRONER).
19. Further we and CRONER shall have no liability whatsoever for any liability of you to any third party which might arise in connection with your use of the Service.
20. None of the terms of this Agreement shall operate to:
20.1. exclude or restrict liability for fraud or for death or personal injury resulting from the negligence of us and CRONER; or
20.2. affect statutory rights where this Agreement is entered into as a consumer transaction (as defined by the Consumer Transaction (Restriction on Statements) Order 1976 as amended).
21. Certain elements of the Service may contain material submitted by third parties or links to third party websites. We and CRONER accept no responsibility for the content or accuracy of such material or websites. It is a condition of use that all users accept full responsibility for the content they submit to the site.
22. Where material can be posted to the Service it is a condition of use of the Service that you accept full responsibility for the content they submit. You warrant that you will not post material that is obscene, indecent, objectionable, libellous, in breach of the Official Secrets Act or is racially prejudicial and further that publication of such content will not expose us and CRONER to any civil or criminal proceedings. Without limiting the foregoing, we and CRONER shall have the right to remove any material from the Service that violates this Agreement, or it deems (in its sole discretion) to be otherwise objectionable.
23. The information provided to you by or in relation to the Service (including but not limited to Email Alerts, Helplines, Newsletters) (“Information”) constitutes general information about English law. You should neither act nor refrain from action, on the basis of such Information. Nothing in the Service or the Information constitutes legal advice. You should always consult a suitably qualified lawyer on any specific legal problem. We and CRONER disclaims all responsibility for all consequences of you acting on, or refraining from acting in reliance on the Information.
24. The opinions expressed in this Service are those of the individual authors and contributors and not necessarily those of us or CRONER.
25. This Agreement, together with any documents referred to herein, contains the whole agreement between the parties relating to your use of the Service and supersedes all previous agreements (if any) between such parties in respect of such matters, other than any confidentiality or non-disclosure agreement, which the parties may have signed prior to the commencement of this Agreement, and which shall continue to govern any exchanges of information.
26. If there is any ambiguity or conflict between this Agreement and the terms of any other agreement to which the supply of the Service to you is expressed to be subject, then the terms of this Agreement shall prevail, but only to the extent of such ambiguity or conflict.
Confidentiality and data protection
27. Your data stored using the Service “save” functionality will be kept confidential and only used for the performance of this Agreement.
28. The terms “Data Processor”, “Data Subject”, “Personal Data”, “process”, “processing”, “transfer”, and “appropriate technical and organisational measures” shall be interpreted in accordance with the applicable Data Protection Legislation.
29. Both parties shall comply with the Data Protection Legislation as it applies to them in connection with this Agreement.
30. Where you transfer or otherwise make available Personal Data to us or CRONER in relation to this Agreement, you shall ensure that: (i) you have the necessary rights to transfer or make available such Personal Date to us or CRONER (including that you have, or have procured, the necessary legal authority, permissions and/or consents for us and CRONER to process the Personal Data to provide the Products); (ii) your instructions to us and CRONER comply with (and will not cause us to be in breach of) the Data Protection Legislation; and (iii) that you have taken reasonable steps to ensure that the Data Subjects are aware of the nature of the processing to be undertaken.
31. Where we (or CRONER on our behalf) process Personal Data as a Data Processor on your behalf we shall:
32. Only process such Personal Data in accordance with your written instructions from time to time (including as set out in this Agreement) or as required for us to provide, manage or facilitate the provision of the Products, and only in respect of the subject matter, duration, nature and purpose of the Products, and the type of Personal Data and categories of Data Subject relevant to the Products;
33. Ensure that only persons authorised by us process such Personal Data and that such persons are subject to appropriate obligations to maintain the confidentiality of such Personal Data;
34. Taking into account the (i) state of the art, (ii) cost of implementation, (iii) nature, scope, context and purpose of processing, and (iv) the risk and severity of potential harm, protect such Personal Data by putting in place technical and organisational measures to protect such Personal data from a data breach;
35. Taking into account the nature of our processing, put in place appropriate technical and organisational measures, insofar as possible, to assist you to fulfil, at your cost, your obligations to respond to Data Subjects’ requests to exercise their rights under the Data Protection Legislation over such Personal Data;
36. Where reasonably requested, and taking into account the nature of our processing and the Products and the information available to us, assist you, at your cost, in complying with your obligations under the Data Protection Legislation in respect of such Personal Data;
37. When we cease providing the Products to you, and at your choice, either delete or return such Personal Data to you and delete such copies of such Personal Data, unless applicable law or regulation requires storage of such Personal data or deletion of such Personal data is not technically possible, using all reasonable efforts;
38. Subject to reasonable access arrangements being agreed with us and save for disclosure of information which is confidential and/or privileged (or where access is otherwise restricted by applicable law or regulation), make available to you all relevant information necessary to demonstrate compliance with our obligations under this clause 35 and allow for and contribute to audits, including inspections, conducted by you or another auditor mandated by you, at your cost;
39. Be permitted to appoint other processors to process such Personal Data, provided (i) they process the Personal Data only for such purposes of assisting us with the performance of our obligations under this Agreement, (ii) we enter into a written agreement with them requiring them to process the Personal Data only in accordance with your or our written instructions, and to comply with obligations equivalent in all material respects to those imposed on us under this clause 35; and
40. Not to process or transfer such Personal Data outside of the UK or EEA unless (i) an adequacy finding has been made under the Data Protection Legislation that the relevant jurisdiction provides an adequate level of protection; or (ii) we have put in place appropriate safeguards as required under the Data Protection Legislation for such processing or transfers.
41. Where you instruct us to transfer Personal Data to anyone other than a processor engaged by us, you are responsible for ensuring that adequate arrangements are in place for such transfer as required by the Data Protection Legislation.
Law and jurisdiction
42. This agreement will be governed by English Law. The English courts will have exclusive jurisdiction over any disputes arising under this agreement.