TERMS AND CONDITIONS FOR THE SUPPLY OF SERVICES:

1 INTERPRETATION

1.1 Definitions:
“Business Day” a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
“Charges” the charges payable by the Customer for the supply of the Services by SF in accordance with clause 7.
“Conditions” these terms and conditions.
“Contract” the contract between the Customer and SF for the supply of the Services in accordance with these Conditions.
“Control” has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.
“Customer Materials” all materials, documentation, specifications and data supplied by the Customer to SF.
“Deliverables” all documents, products and materials developed by SF or its agents, subcontractors and personnel as part of or in relation to the Services in any form, including without limitation computer programs, data, reports and specifications (including drafts).
“Intellectual Property Rights” patents, rights to inventions, copyright and related rights, moral rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
“Logo Guidelines” means SF’s guidelines for the use of the SF Quality Standard Logos, as they may be amended by SF from time to time and notified to the Customer.
“Order” means the Customer’s order for Services made through SF’s website.
“Services” the services, including without limitation any Deliverables, to be provided by SF pursuant to the Contract as described in the Order.
“Services Start Date” the day on which SF is to start provision of the Services as agreed by the parties during the Order process.
“SF” means Safeguarding Fundamentals Ltd, a company registered in England and Wales with company number 13599724, whose registered office is at The Mill House, Court Farm, Church Lane, Norton, Worcester, Worcestershire, WR5 2PS.
“SF IPRs” all Intellectual Property Rights subsisting in the Deliverables excluding the SF Quality Standard Logos any Customer Materials incorporated in them.
“SF Quality Standard Logos” means the registered trade marks and trade mark applications, and all unregistered trade marks and logos, as notified by SF to the Customer from time to time in writing.

1.2 Interpretation:
1.2.1 A reference to legislation or a legislative provision: (a) is a reference to it as amended, extended or re-enacted from time to time; and (b) shall include all subordinate legislation made from time to time under that legislation or legislative provision.
1.2.2 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.2.3 A reference to writing or written includes email but not fax.

2 COMMENCEMENT AND TERM

2.1 The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions.
2.2 The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order by email at which point and on which date the Contract shall come into existence (“Commencement Date”).
2.3 The Contract shall commence on the Commencement Date and shall continue, unless terminated earlier in accordance with its terms, until the later of:
2.3.1 the completion of the Services; or
2.3.2 the expiry of any licence granted by SF to the Customer for the Customer’s use of the SF Quality Standard Logos under clause 6.2.

3 SUPPLY OF SERVICES

3.1 SF shall supply the Services to the Customer from the Services Start Date in accordance with the Contract.
3.2 In supplying the Services, SF shall:
3.2.1 perform the Services with reasonable care and skill;
3.2.2 use reasonable endeavours to perform the Services in accordance with the applicable service description;
3.2.3 ensure that the Deliverables, and all goods, materials, standards and techniques used in providing the Services are of satisfactory quality and are fit for purpose;
3.2.4 comply with all applicable laws, statutes, and regulations from time to time in force provided that SF shall not be liable under the Contract if, as a result of such compliance, it is in breach of any of its obligations under the Contract; and
3.2.5 take reasonable care of all Customer Materials in its possession and make them available for collection by the Customer on reasonable notice and request, always provided that SF may destroy the Customer Materials if the Customer fails to collect the Customer Materials within a reasonable period after termination of the Contract.
3.3 Notwithstanding that SF will provide general advice and support to the Customer in providing the Services, SF is not being engaged to, and shall not, provide any advice on the Customer’s compliance with any laws, statutes, regulations, industry standards or codes of practice, from time to time in force which are applicable to the Customer (“Applicable Laws”), nor shall SF provide any warranty, guarantee or other assurance that the Customer’s business, operations, processes or documentation, is compliant with the Applicable Laws.

4 CUSTOMER’S OBLIGATIONS

4.1 The Customer shall:
4.1.1 co-operate with SF in all matters relating to the Services;
4.1.2 provide, for SF, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, the Customer’s employees, consultants, agents, and subcontractors, and data as reasonably required by SF; and
4.1.3 provide, in a timely manner, such information and documentation as SF may reasonably require, including but not limited to disclosing to SF all material that SF may require for examination in the provision of the Services, and ensure that it is accurate and complete in all material respects.
4.2 If SF’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, SF shall:
4.2.1 not be liable for any costs, charges or losses sustained or incurred by the Customer that arise directly or indirectly from such prevention or delay;
4.2.2 be entitled to payment of the Charges despite any such prevention or delay; and
4.2.3 be entitled to recover any additional costs, charges or losses SF sustains or incurs that arise directly or indirectly from such prevention or delay.

5 DATA PROTECTION

5.1 In this clause 5 the following terms have the following meanings:
Agreed Purposes: means the purpose of SF supplying and the Customer receiving Services and Deliverables as described in this Contract.
Controller, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.
Data Discloser: a party that discloses Shared Personal Data to the other party.
Data Protection Legislation: means: (a) to the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of Personal Data; or (b) to the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the Customer or SF is subject, which relates to the protection of Personal Data.
EU GDPR: the General Data Protection Regulation ((EU) 2016/679).
UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
Permitted Recipients: the parties to this Contract, the employees of each party, any third parties engaged to perform obligations in connection with this Contract.
Shared Personal Data: the Personal Data to be shared between the parties under clause 5.2. Shared Personal Data shall be confined to the following categories of information relevant to the following categories of Data Subject: [INSERT].
5.2 Shared Personal Data. This clause 5 sets out the framework for the sharing of Personal Data between the parties as Controllers. Each party acknowledges that one party (referred to in this clause as the Data Discloser) will regularly disclose to the other party Shared Personal Data collected by the Data Discloser for the Agreed Purposes.
5.3 Effect of non-compliance with Data Protection Legislation. Each party shall comply with all the obligations imposed on a Controller under the Data Protection Legislation, and any material breach of the Data Protection Legislation by one party shall, if not remedied within 30 days of written notice from the other party, give grounds to the other party to terminate this Contract with immediate effect.
5.4 Particular obligations relating to data sharing. Each party shall:
5.4.1 ensure that it has all necessary notices and consents and lawful bases in place to enable lawful transfer of the Shared Personal Data to the Permitted Recipients for the Agreed Purposes;
5.4.2 give full information to any Data Subject whose Personal Data may be processed under this Contract of the nature of such processing. This includes giving notice that, on the termination of this Contract, Personal Data relating to them may be retained by or, as the case may be, transferred to one or more of the Permitted Recipients, their successors and assignees;
5.4.3 process the Shared Personal Data only for the Agreed Purposes;
5.4.4 not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;
5.4.5 ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less onerous than those imposed by this Contract;
5.4.6 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.
5.4.7 not transfer any Personal Data received from the Data Discloser outside the UK or the EEA unless the transferor ensures that (i) the transfer is to a country approved under the applicable Data Protection Legislation as providing adequate protection; or (ii) there are appropriate safeguards or binding corporate rules in place pursuant to the applicable Data Protection Legislation; or (iii) the transferor otherwise complies with its obligations under the applicable Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; or (iv) one of the derogations for specific situations in the applicable Data Protection Legislation applies to the transfer.
5.5 Mutual assistance. Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each party shall:
5.5.1 consult with the other party about any notices given to Data Subjects in relation to the Shared Personal Data;
5.5.2 promptly inform the other party about the receipt of any Data Subject rights request;
5.5.3 provide the other party with reasonable assistance in complying with any Data Subject rights request;
5.5.4 not disclose, release, amend, delete or block any Shared Personal Data in response to a Data Subject rights request without first consulting the other party wherever possible;
5.5.5 assist the other party, at the cost of the other party, 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, Personal Data Breach notifications, data protection impact assessments and consultations with the Information Commissioner or other regulators;
5.5.6 notify the other party without undue delay on becoming aware of any breach of the Data Protection Legislation;
5.5.7 at the written direction of the Data Discloser, delete or return Shared Personal Data and copies thereof to the Data Discloser on termination of this Contract unless required by law to store the Shared Personal Data;
5.5.8 use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from Personal Data transfers;
5.5.9 maintain complete and accurate records and information to demonstrate its compliance with this clause 5; and
5.5.10 provide the other party with contact details of at least one employee as point of contact and responsible manager for all issues arising out of the Data Protection Legislation, including the joint training of relevant staff, the procedures to be followed in the event of a data security breach, and the regular review of the parties’ compliance with the Data Protection Legislation.

6 INTELLECTUAL PROPERTY

SF Quality Standard Logos
6.1 SF and shall retain ownership of the SF Quality Standard Logos.
6.2 If SF grants a licence to the Customer to use one or more of the SF Quality Standard Logos following completion of the Services, the relevant SF Quality Standard Logos may be used only in strict compliance with the Logo Guidelines.
6.3 Save as described in clause 6.4, any licence granted by SF under clause 6.2 is time limited to a period of [24] months upon expiry of which such permission shall immediately cease [unless a validation audit has been completed to extend the licence for a further period of [24] months].
6.4 Where the Customer pays Charges on a monthly subscription basis any licence granted under clause 6.2 shall be time limited to one month but such licence shall automatically renew subject to the Customer’s payment of the next month’s Charges in advance. After 24 months, the licence shall not automatically renew unless [unless a validation audit has been completed].
6.5 Any goodwill derived from the use by the Customer of the SF Quality Standard Logos shall accrue to SF. SF may, at any time, call for a document confirming the assignment of that goodwill and the Customer shall immediately execute it.
6.6 The Customer shall not use in its business any other trade mark confusingly similar to the SF Quality Standard Logos and shall not use the SF Quality Standard Logos or any word confusingly similar to the SF Quality Standard Logos as, or as part of, its corporate or trading name or as, or as part of, any domain name.
6.7 The Customer shall not do, or omit to do, or permit to be done, any act that will or may weaken, damage or be detrimental to the SF Quality Standard Logos or the reputation or goodwill associated with the SF Quality Standard Logos or SF, or that may invalidate or jeopardise any registration of the SF Quality Standard Logos.
6.8 The Customer shall not apply for, or obtain, registration of:
6.8.1 the SF Quality Standard Logos for any goods or services in any country.
6.8.2 any trade or service mark in any country which consists of, or comprises, or is confusingly similar to, the SF Quality Standard Logos.
6.9 The Customer shall immediately notify SF in writing if it becomes aware of any actual, suspected or threatened infringement of the SF Quality Standard Logos and shall not make any admissions relating to these matters, other than to SF, and shall provide SF with all assistance that it may reasonably require in the conduct of any claims or proceedings.
6.10 The Customer shall not assign, transfer, sub-license or in any other way dispose of its rights under the Contract under this Contract. In particular, the Customer shall not authorise any third party, which shall include any subsidiary or holding company of the Customer, to use the SF Quality Standard Logos.
6.11 The Customer acknowledges and accepts that SF may terminate the Customer’s licence to use the SF Quality Standard Logos if, in SF’s reasonable opinion, the Customer has not complied with these Conditions. In the event the Customer’s licence rights are terminated, the Customer will immediately cease its use of the SF Quality Standard Logos in any way on any medium, including but not limited to, immediately removing the SF Quality Standard Logos from its website(s) and from any other documentation to which is has been applied in any form or medium.
Other Intellectual Property Rights
6.12 SF and its licensors shall retain ownership of the SF IPRs. The Customer and its licensors shall retain ownership of all Intellectual Property Rights in the Customer Materials.
6.13 SF grants the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free, licence to copy the SF IPRs for the purpose of receiving and using the Services and the Deliverables in the Customer’s business during the term of the Contract.
6.14 The Customer grants SF a fully paid-up, worldwide, non-exclusive, royalty-free, non-transferable licence to copy and modify the Customer Materials for the term of the Contract for the purpose of providing the Services to the Customer in accordance with the Contract.
6.15 The Customer shall indemnify SF in full against any sums awarded by a court against SF arising of or in connection with any claim brought against SF for infringement of a third party’s rights (including any Intellectual Property Rights) arising out of, or in connection with, the receipt or use of the Customer Materials by SF.

7 CHARGES AND PAYMENT

7.1 In consideration for the provision of the Services, the Customer shall pay SF the Charges, calculated in accordance with the prices displayed on the Supplier’s website, in accordance with this clause 7.
7.2 All amounts payable by the Customer exclude amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to SF at the prevailing rate (if applicable), subject to receipt of a valid VAT invoice.
7.3 SF shall submit invoices for the Charges plus VAT if applicable to the Customer upon completion of the Services. SF shall determine when the Services have been completed, acting reasonably and in good faith in making such determination. Each invoice shall include all reasonable supporting information required by the Customer.
7.4 The Customer shall pay each invoice due and submitted to it by SF, within 30 days of receipt, to a bank account nominated in writing by SF.
7.5 If the Customer fails to make any payment due to SF under the Contract by the due date for payment, then, without limiting SF’s remedies under clause 9 (Termination):
7.5.1 the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
7.5.2 SF may suspend all Services and/or the Customer’s licence to the SF Quality Standard Logos until payment has been made in full. To the extent that the Customer pays Charges on a monthly basis, SF may suspend the Customer’s licence to use the SF Quality Standard Logos in the event the Customer fails to make any monthly payment by the relevant due date.
7.6 All amounts due under the Contract from the Customer to SF shall be paid by in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

8 LIMITATION OF LIABILITY

8.1 References to liability in this clause 8 include every kind of liability arising under or in connection with the Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
8.2 Nothing in this clause 8 shall limit the Customer’s payment obligations under the Contract.
8.3 Nothing in the Contract limits any liability which cannot legally be limited, including liability for death or personal injury caused by negligence or liability for fraud or fraudulent misrepresentation.
8.4 Subject to clause 8.2 and clause 8.3, SF’s total liability to the Customer for all other loss or damage shall not exceed the amount of the Charges paid or payable by the Customer under the Contract.
8.5 Subject to clause 8.2 and clause 8.3, this clause 8.5 sets out the types of loss that are wholly excluded:
8.5.1 loss of profits;
8.5.2 loss of sales or business;
8.5.3 loss of agreements or contracts;
8.5.4 loss of anticipated savings;
8.5.5 loss of use or corruption of software, data or information;
8.5.6 loss of or damage to goodwill; and
8.5.7 indirect or consequential loss.
8.6 SF has given commitments as to compliance of the Services with relevant specifications in clause 3. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

9 TERMINATION

9.1 Without affecting any other right or remedy available to it, either party to the Contract may terminate it with immediate effect by giving written notice to the other party if:
9.1.1 the other party commits a material breach of any term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
9.1.2 the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
9.1.3 the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
9.1.4 the other party’s financial position deteriorates to such an extent that in the terminating party’s reasonable opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
9.2 Without affecting any other right or remedy available to it, SF may terminate the Contract with immediate effect by giving written notice to the Customer if:
9.2.1 the Customer fails to pay any amount due under the Contract on the due date for payment; or
9.2.2 there is a change of control of the Customer.
9.3 On termination of the Contract for whatever reason:
9.3.1 the Customer shall immediately pay to SF all of SF’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, SF may submit an invoice, which shall be payable immediately on receipt;
9.3.2 any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect; and
9.3.3 termination or expiry of the Contract shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

10 GENERAL

10.1 Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
10.2 The Customer shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract without SF’s prior written consent. SF may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights under the Contract.
10.3 Confidentiality:
10.3.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by this clause 10.3.
10.3.2 Each party may disclose the other party’s confidential information: (a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 10.3; and (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
10.3.3 Neither party shall use any other party’s confidential information for any purpose other than to perform its obligations under the Contract.
10.4 Entire agreement:
10.4.1 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
10.4.2 Each party acknowledges that in entering into the Contract it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
10.5 No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
10.6 Waiver:
10.6.1 A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
10.6.2 A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
10.7 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 10.7 shall not affect the validity and enforceability of the rest of the Contract.
10.8 Notices:
10.8.1 Any notice given to a party under or in connection with the Contract shall be in writing and shall be: (a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office; or (b) sent by email to the address specified by the parties from time to time.
10.8.2 Any notice shall be deemed to have been received: (a) if delivered by hand, at the time the notice is left at the proper address; if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or (c) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. For the purposes of this clause, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
10.8.3 This clause 10.8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
10.9 The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
10.10 The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with the law of England and Wales.
10.11 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.