TERMS AND CONDITIONS

HazardCo Ltd – Website and App Terms and Conditions

Parties

HazardCo Limited (company number 1764042) a company incorporated in New Zealand with registered address 13 Marina View, Paremata, Porirua 5026, New Zealand (‘HazardCo’, ‘we’, ‘our’ and ‘us’) owns and operates this Website and associated application, and provides the Services.

The Website and Services are not available for (a) domestic or private use; or (b) to any Person under the age of 18 years. Users may only use the Website and Services if 18 years of age or over and for the purposes of their trade, business, craft or profession.

About these Terms

By accessing and/or using the Website and related services, you, the User, agree to these Website Terms and Conditions, (‘Terms’). You should review these Terms carefully and, if you do not agree to them, immediately cease using our Website.

These Terms apply to any User’s use of the Website but please note if you are a Subscriber, the Subscriber Terms and Conditions available below will also apply between you and us.

Definitions

In these Terms, unless the context otherwise requires, the following terms have the following meanings:

‘End User’ means any person who uses the Websites or any of the Services through your Subscription Account, and any person who accesses or uses the Website or any of the Services on behalf of the End User

‘Person’ means any individual, company, trust, entity, partnership, joint venture, association, corporation, body corporate or governmental agency;

‘Privacy Policy’ means our privacy policy located at www.hazardco.com/nz as amended from time to time;

‘Products’ means the products available to Subscribers for purchase through the Website in addition to Subscription Accounts

‘Services’ means access to and use of any of our Websites (including the HazardCo Hub and App), including various functions and features made available on our Websites (as varied by us from time to time), and all other services made available by us on or through the Websites, App via QR Codes or otherwise, in particular, the provision of health and safety systems, Products and materials as well as expert advice and support to business and individuals in the construction industry;

‘Third Party Content’ means web sites, platforms, content, products, services and information of other parties including content provided to us by links to sites not created by us and/or owned by other parties;

‘Subscriber’ means a Person who establishes a Subscription Account with us through the Website or otherwise, pursuant to the Subscriber Terms and Conditions;

‘Subscription Account’ means an account established with us by a Subscriber, through the Website or otherwise, pursuant to the Subscriber Terms and Conditions;

‘User’ means a Subscriber or End User to our Services or any other user of the Websites; and

‘Website’ means the Websites located at www.hazardco.com/nz including all password protected areas and subdomains of such websites and all related top-level domains, mobile sites, Apps (including the HazardCo Hub and App), QR Codes, APIs and widgets.

‘Work Health and Safety Laws’ means any codes or regulations made in the UK that relate to worker health and workplace safety;

‘Your Content’  means the content you upload to our Website or which you choose to make accessible to us in order to access or use our services (and, if you are a Subscriber, it also includes the content uploaded by End Users linked to your Subscription Account).

These Terms may be amended at any time and we recommend that you refer to these Terms each time you use this Website. The amended Terms will be effective from the date they are posted on this Website as set out next to “Last Modified” above. Your continued use of this Website will constitute your acceptance of the amended Terms and, for this reason, we recommend that each time you access our website you read these terms and conditions. Your right to access and use this Website will immediately cease if you breach any provision of these Terms.

If you do not comply with these Terms, and we don’t take action right away, this doesn’t mean that we are giving up any rights that we may have, including taking any action in the future.

Website visitors and registered End Users

You do not need to be a registered user in order to visit or browse our Websites, however only Subscribers and registered End Users of this Website have access to the Website’s full services, functions and features, including the Services.

You may from time to time receive email communications from existing Users, sent via the Website, sharing information with you or inviting you to become a User.

To become an End User you must complete all details in the registration form (which include details of a valid email address, contact and personal details, and in the case of any person registering as a Subscriber, credit or other payment details in accordance with the Subscriber Terms and Conditions) in following the instructions on the Website (including mobile app) and in any subsequent communications you receive from us (‘Registration’).  Registration is only available to persons who are located in the United Kingdom.

You represent and warrant on an ongoing basis that all information you have provided to HazardCo as part of your Registration, whether via or external to the Website is true, accurate, not misleading and complete. You are responsible for ensuring that the information we hold about you is up to date and you agree to notify us promptly of any changes to such information, either via the Website or by emailing info@hazardco.com if you require assistance.  You acknowledge and agree that we may cancel your Registration at any time if we consider any information provided is incorrect, misleading, incomplete or inaccurate.

The decision to accept a Registration is in our absolute discretion and we may revoke a Registration at any time. We may not accept a Registration if you were previously an End User and we cancelled your account as a result of you being in breach of these Terms.

Upon completion of your Registration, and payment of the relevant fees and charges by the Subscription Account with which you are linked, your End User account will be created and you will be able to access and use password protected areas of the Website and access the Services. You will only be permitted to use the Website to access the Services if all fees in respect of the Subscription Account you are registered under have been paid to us in advance.

You are responsible for making all technical arrangements necessary to access the Website and Services. To use the Website or applications, your device will require an active internet connection and a sufficient data allowance.  It is your responsibility to ensure you have these and to pay for any costs incurred from your network provider when using the Website or applications.  We accept no responsibility for any failure of the Website or applications due to lack of internet connection, device malfunction or third party interference with your device. If you are accessing the Services using our Website or applications, you may be required to download updates from time to time to keep using the Website or applications on your device.

Collection Notice – your personal information

We may collect personal information such as your name, address, contact details and identification details.

We collect personal information directly from you and will treat any information that you give us as confidential within our Company and related entities. For more information about how we collect and use your information please see  our Privacy Policy, which can be accessed here www.hazardco.com/nz. If you have an enquiry about privacy, please contact us at the following:

Attention: Privacy Officer

HazardCo Ltd

Phone: +442045713920

Email: info@hazardco.com

Third Party linked sites and content

Our Website may contain links to websites operated by third parties. Those links are provided for convenience and may not remain current or be maintained. Unless expressly stated otherwise, we do not control, endorse or have rights in, and we are not responsible for the content on those linked websites. You bear all risks associated with your access to, use of and reliance on those linked websites.

The Website may also contain other Third Party Content, for example, content posted by other Users. We do not control or endorse this content so we are not responsible for it. You bear all risks associated with your access to, use of and reliance on any Third Party Content.

Accuracy, completeness and timeliness of information

While we use all reasonable attempts to ensure the accuracy and completeness of the information on our Website we make no warranty regarding the information on this Website. You should monitor any changes to the information contained on this Website.

You should not rely on the accuracy of any information on the Website, and you should make your own inquiries before making any decision.

We are not liable to you or anyone else if interference with or damage to your computer systems occurs in connection with the use of this Website or a linked website or a mobile app. You must take your own precautions to ensure that whatever you select for your use from our Website is free of viruses or anything else (such as worms or Trojan horses) that may interfere with or damage the operations of your computer systems.

We may, from time to time and without notice, change or add to the Website (including the Terms) or the information, products or services described in it. However, we do not undertake to keep the Website updated. We are not liable to you or anyone else if errors occur in the information on the Website or if that information is not up to date.

Intellectual property rights

Unless otherwise indicated, the Website, its underlying code, all related technology, all content, materials and images in any format on the Website, all enhancements, modifications and derivative works, and all intellectual property rights in the foregoing (including without limitation trade marks, copyright, logos and design marks, service marks, trade names, business names, brand names, designs, domain names (all whether registered or unregistered) and all applications and rights to apply for registration of such intellectual property rights and the right to take action against any third party for infringement of any of those intellectual property rights) anywhere in the world, whether statutory, common law or otherwise (‘Our IP’), are owned by, or licensed to, HazardCo or its related parties.

Your use of this Website and use of and access to any of Our IP does not grant or transfer any rights, title or interest to you in relation to this Website or Our IP. However, we do grant you a licence to access the Website and view Our IP in accordance with these Terms and, where applicable, as expressly authorised by us and/or our third-party licensors.

You must not infringe Our IP and must not modify, copy, republish, frame, distribute or communicate any part of Our IP without our prior written consent or otherwise use the Website in a way which will infringe our intellectual property or other rights.

We grant you permission to download our copyright material only for purposes necessary for you to access and use our Website and related services. You must not reproduce or use Our IP for any other purpose without our prior written consent, which may be given subject to such conditions as we in our absolute discretion may impose.

All rights not expressly granted are expressly reserved.

Restrictions on use of Website

In accessing or using the Website you agree that you abide by all applicable laws and you will not:

• use any automated device, software, process or means to access, retrieve, scrape, or index the Website or any content on the Website without our express written consent;
• use any device, software, process or means to interfere or attempt to interfere with the proper working of the Website;
• undertake any action that will impose a burden or make excessive traffic demands on our infrastructure that we consider unreasonable or disproportionate site usage;
• use or index any content or data on the Website for purposes of competing with us in any manner that we have not specifically authorised;
• transmit spam, chain letters, contests, junk email, surveys, or other mass messaging, whether commercial in nature or not;
• use any robots or other software tool designed to automatically emulate the actions of a human user;
• violate the rights of any Person, including copyright, trade secret, privacy right, or any other intellectual property or proprietary right;
• pose as any Person or entity or attempt to solicit money, passwords or personal information from any Person;
• reproduce, republish, retransmit, modify, adapt, distribute, translate, create derivative works or adaptations of, publicly display, sell, trade, or in any way exploit the Website or any content on the Website, except as expressly authorised by us;
• transmit or attempt to transmit any computer viruses, worms, defects, Trojan horses or other items of a destructive nature;
• use the Website or any content from the Website in any manner which is in our opinion not reasonable and/or not for the purpose it is made available;
• to attempt to access the data of another user or HazardCo customer (whether or not for test purposes); or

act in breach of any term or condition of use or other condition imposed by us or any law.

We reserve the right to exercise whatever means we consider necessary to prevent unauthorised access to or use of the Website, including instituting technological barriers, or reporting your conduct to any Person.

Your Content

We may use Your Content to provide you the Services. You represent and warrant on an ongoing basis that Your Content is accurate and truthful, that you have all rights, power and authority necessary to provide Your Content to us, that Your Content does not infringe, violate, misappropriate or otherwise conflict with the rights of any third party, that Your Content complies with all applicable laws and that Your Content does not violate these Terms. We reserve the right to remove any of Your Content from the Website or Services at any time (including disabling any data integration functionality), if we consider that it violates these Terms.

Your Content (and, where applicable, its use in connection with the Website or Services) must:

• be accurate (where it states facts);
• be genuinely held (where it states opinions);
• comply with applicable law;
• not infringe any copyright, database right or trademark of any other person;
• not be likely to deceive any person;
• not be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence; and
• not be defamatory, obscene, offensive, inappropriate, socially unacceptable or fraudulent.

You represent and warrant on an ongoing basis that Your Content complies with the above criteria. We will not be responsible, or liable to any third party, in respect of Your Content.

You expressly acknowledge and agree that once Your Content has been uploaded onto, or otherwise made available on or via, our Website or the Services, we do not have any control over the use, modification or otherwise of Your Content by other End Users who are able to access it. You bear all risks associated with the access, use of, modification of, and any reliance on Your Content by third parties.

Any comment, feedback, idea or suggestion which you provide to us through our Website or our Services (‘Comments’) becomes our property and we may use your Comments in promoting our website or in any other way. You agree that we are entitled to use your Comments for any commercial or non-commercial purpose (including any promotional use) without compensating you or any other person who has transmitted your Comments.

Reporting violations

You may report any suspected violation of these Terms to us by emailing: info@hazardco.com. We may at our discretion investigate the matters and take any actions we consider appropriate.

Termination by You

You may request to terminate your account at any time by sending an email to info@hazardco.com.

If you terminate these Terms, you will no longer be able to access or use any part of the Website and Services.

Termination/Cancellation by HazardCo

We reserve the right to terminate or suspend your right to use or access all or any party of the Website and Services at any time if:

• any of our fees or charges in relation to your account or the Subscription Account with which you are linked have not been paid by the relevant due date;
• you violate or breach these Terms;

• you misuse or abuse the Website or any Services;
• we consider you have engaged in fraud of any kind;
• we consider that the use of the Website or any Services by you is not socially acceptable (including because of Your Content or the apparent intentions you have in relation to the particular use of the Website or any Services);
• we consider that the use of the Website or any Services by you may harm or diminish our name or reputation;
• we reasonably consider it necessary to do so for security, legal, technical, intellectual property, or operational reasons;
• allowing you to access and use the Website or any Services would violate any applicable law or court order or would expose us to legal liability;

We will use reasonable efforts to provide you with notice of any such suspension or termination.

Warranties and disclaimers

The Website is provided ‘as-is’ and ‘as available’ without any express or implied warranty.

To the maximum extent permitted by law, we make no warranties or representations about this Website or any content, including but not limited to warranties or representations that they will be complete, accurate or up-to-date, that access will be uninterrupted or error-free or free from viruses, or that this Website will be secure. 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 these Terms.

You acknowledge that access and use of the Website (including the software operating in connection with the Website) may be interfered with by numerous factors outside of our control and we do not accept any liability for any losses caused by such interference.

We cannot ensure that any files you download from the Website will be free of viruses or contamination or destructive features or that the data you upload onto our systems will never be accessed without our consent or that our systems are impenetrable.

We are not responsible for loss of or corruption of any data that is entered or uploaded by you or by a third party (including your employees, contractors, clients or customers) in relation to your use of the Website.

We reserve the right to restrict, suspend or terminate without notice your access to this Website, any content, or any feature of this Website at any time without notice and we will not be responsible for any loss, cost, damage or liability that may arise as a result.

Liability

The following limitations of liability apply in respect of any User which is not a Subscriber. Limitations of liability which apply to Subscriber Users are as set out in the Subscriber Terms and Conditions.

Except as expressly and specifically provided in these Terms, you agree that, to the maximum extent permitted by law, we and our related entities, directors, officers and agents are not liable to you or anyone else for any type of loss or damage (including any direct, indirect, special or consequential loss) whether in contract, tort (including negligence), breach of statutory duty or otherwise arising out of, or in connection with your use of our Website and/or the information or materials contained on it, or as a result of the inaccessibility of this Website and/or the fact that certain information or materials contained on it (including third party links or content) are incorrect, incomplete or not up-to-date.

We will not be liable for you failing to comply with any legal obligations under the Work Health and Safety Laws, or any other legislation. The material contained within our Services and products is a guideline only to assist in the identification and management of hazards in the workplace and is not a substitute for the legal obligations imposed under the Work Health and Safety Laws.

Nothing in these Terms excludes our liability:

1. for death or personal injury caused by our negligence;
2. for fraud or fraudulent misrepresentation or wilful misconduct; or
3. For any liability that cannot be excluded or restricted by law

Jurisdiction and governing law

Your use of the Website and these Terms are governed by the laws of England, and you consent to the courts of England having exclusive jurisdiction over any disputes arising in respect of or in relation to these Terms or your use of the Website.

Other legal terms

All provisions of these Terms that by their nature should survive termination of your access to the Website shall survive including all limitations on liability, disclaimers, jurisdiction and governing law and intellectual property protections.

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

HazardCo Ltd – Subscriber Terms and Conditions

Parties

HazardCo Limited (company number 1764042) a company incorporated in New Zealand with registered address 13 Marina View, Paremata, Porirua 5026, New Zealand (‘HazardCo’, ‘we’, ‘our’ and ‘us’) owns and operates the Websites www.hazardco.com,  www.hub.hazardcoapp.com and provides the Services. These Terms apply to any person that establishes a Subscription Account with us (‘Subscriber’, ‘you’ and ‘your’).

About these Terms

By creating a Subscription Account, using or downloading the Services or accessing or using the Website or a Subscription Account, you agree to be bound by these Terms.

The Website Terms and Conditions and any additional terms and conditions applicable to Services that you use from time to time are expressly incorporated into these terms and conditions by reference, and, together with these terms and conditions (collectively referred to as the ‘Terms’), constitute the entire agreement between you and us in relation to their subject matter. The Terms supersedes and extinguishes any course of dealing, discussions or representations between you and us, whether written or oral, and any earlier terms and conditions relating to its subject matter. You acknowledge that in entering into these Terms you do 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 these Terms.

If there is an inconsistency or conflict between any of the provisions in these Subscriber Terms and Conditions and any additional terms incorporated into the Subscriber Terms and Conditions (including the Website Terms and Conditions), the provisions in theses Subscriber Terms and Conditions shall prevail.

We reserve the right to change these Terms at any time by providing at least 7 days’ notice. This may include changes needed to reflect changes to the law, changes to our terms of trade, or changes to the Website or Services or to their features or functionality. The amended Terms will only become effective following the above notice period. If you disagree with the revised Terms, you may elect to terminate your access to the Website and Services in accordance with the procedure set out below under the heading ‘Termination by You’. Your continued use of the Services or Website constitutes your acceptance of these Terms as amended from time to time.

If there is a conflict or inconsistency between these Terms and any changed terms, the changed terms will prevail to the extent of the conflict or inconsistency.

If you do not comply with these Terms, and we don’t take action right away, this doesn’t mean that we are giving up any rights that we may have, including taking any action in the future.

The definitions set out at the bottom of this document shall apply to these Terms.

These Terms are made only in the English language.

Services and Products

The Website and Services are not available for (a) domestic or private use; or (b) to any Person under the age of 18 years. Users may only use the Website and Services if 18 years of age or over and for the purposes of their trade, business, craft or profession (“Eligibility Criteria”). By subscribing, accessing and using our Services, you continuously represent and warrant that you and any Users associated with your Subscription Account meet the Eligibility Criteria.

Access to the Services and available functionality of the Services will be subject to any subscription tier restrictions (for information about the subscription tiers please see here).

Subscription

In order to become a Subscriber for HazardCo you must:

• accurately complete all the details in the subscription form in accordance with the instructions on the Website;
• select a subscription tier (for information about the subscription tiers please see here); and
• accept the Terms  (the “Subscription Sign-up”)

Upon acceptance of the subscription by us, your Subscription Account will be created, and you will be able to use the Websites and Services. We will provide you with a log in and password, sent via email to your nominated email address that will result in the formation of contract between you and HazardCo. We may refuse to accept the subscription request of any person or company without giving a reason for such refusal, in which case, you will not be able to access or use the Services.

You undertake that the maximum number of authorised End-Users that you authorise to access and use the Subscription shall not exceed the number of End-User Subscriptions specified under the relevant subscription tier you have purchased (please see here for information about the subscription tier restrictions).

Products

If you have Subscription Account, you may also purchase associated Products. In order to purchase a Product please follow the onscreen prompts to place an order. Our acceptance of your order takes place when we send a confirmation email. All Product purchases are also governed by these Terms.

Any images of Products on our Website are for illustrative purposes only.

We will only deliver the Products to UK addresses.

We do not accept returns or process refunds in relation to any Products once ordered.

Privacy 

Each party shall comply at all times with the applicable Privacy Laws and shall not perform its obligations under these Terms in such a way as to cause the other to breach any of its applicable obligations under the Privacy Laws.

In the context of these Terms, we will, except as stated below, act as “Processor” to you, and you will act as a “Controller” with respect to the Personal Data.

Each party acknowledges that to the extent we are acting in our capacity as a Processor, the factual description of the subject-matter, duration of the processing, the nature and purpose of the processing, the type of personal data and the categories of data subjects shall be as set out in Schedule 1.

Without prejudice to your obligation to comply with Privacy Laws, you represent, warrant and undertake to us that with respect to any Personal Data Processed in relation to your use of the Website and Services:

1. in collecting, soliciting, holding, using and/or disclosing personal information as part of your use of the Website and Services, you are responsible for complying with Privacy Laws at all times;
2. you have provided fair processing information to the relevant Data Subjects; and
3. at all relevant times you hold all Privacy Approvals required to permit us to provide the Services (including, without limitation, permission from your clients and customers to store their personal information on databases that we host for you or that we need to access in order to provide you the Services). You must inform us as soon as you become aware that you do not hold any such Privacy Approvals.

You acknowledge and agree that we will rely on any representation made by you that you have a Privacy Approval in respect of a person without undertaking our own enquiries as to whether the Privacy Approval has in fact been given or is adequate for the purposes for which we the Privacy Approval is required.

Where we Process Personal Data on behalf of you as your Processor, with respect to such Processing, we:

1. shall process the Personal Data only in accordance with these Terms and the documented instructions of you given from time to time;
2. shall only permit the Personal Data to be Processed by persons who are bound by enforceable obligations of confidentiality and take steps to ensure such persons only act on our instructions in relation to the Processing;
3. shall protect the Personal Data against unauthorised or unlawful Processing and against accidental loss, destruction, damage, alteration or disclosure. These measures shall be appropriate to the harm and risk which might result from any unauthorised or unlawful Processing, accidental loss, destruction or damage to the Personal Data and having regard to the nature of the Personal Data which is to be protected (and you shall notify us immediately if the nature of such Personal Data changes in a material way);
4. are generally authorised to appoint third party sub-processors. Where we appoint a third party sub-processor, we shall, with respect to data protection obligations:
   1. ensure that the third party is subject to, and contractually bound by, at least the same obligations as us; and
   2. remain fully liable to you for all acts and omissions of the third party, and all sub-processors engaged by us as at the Commencement Date shall be deemed authorized.
5. shall notify you without undue delay after becoming aware that we have suffered a Personal Data breach;
6. shall at your cost and not more than once in any 12 month period permit you (subject to reasonable and appropriate confidentiality undertakings), to inspect and audit (on reasonable notice) our data Processing activities to enable you to verify and/or procure that we is complying with Privacy Laws. You shall ensure that you adhere to any of our applicable site and security policies in the performance of such audit or inspection;
7. shall on your reasonable request, assist you to respond to requests from Data Subjects who are exercising their rights under the Privacy Law (insofar as it is reasonable for us to do so);
8. shall not Process Personal Data outside the UK/EEA, save for where we have ensured that adequate protections and safeguards are in place to protect the Personal Data as required under Privacy Laws or where the recipient countries have been deemed by the European Commission to be providing an adequate level of protection pursuant to the relevant provisions of Privacy Laws;
9. shall, on your reasonable request, assist (insofar as it is reasonable to do so, taking into account the nature of the information available to us and any restrictions on disclosing the information, such as confidentiality) you to comply with your obligations pursuant to Articles 32-36 of the GDPR (or such corresponding provisions of the Privacy Law), comprising (if applicable): (a) notifying a supervisory authority that you have suffered a Personal Data breach; (b) communicating a Personal Data breach to an affected individual; (c) carrying out an impact assessment; and (d) where required under an impact assessment, engaging in prior consultation with a supervisory authority; and
10. shall, unless applicable law requires otherwise, upon termination of these Terms delete or return (as specified by you) all Personal Data provided by you to us (except to the extent this is not reasonably technically possible or prohibited by law).

Where under this Privacy section, we are obliged to provide assistance to you, or to third parties at your request (including submission to an audit or inspection and/or the provision of information), such assistance shall be provided at your sole cost and expense, unless such cost of assistance directly arises from our breach of our obligations under this Privacy section.

You acknowledge that we shall be an independent controller only where:

1. we process Personal Data so that it becomes anonymised and/or aggregated data. You further acknowledge that we may use any anonymised and/or aggregated data for our own purposes and disclose that anonymised and/or aggregated to any third party (including you) at our sole discretion; and
2. we are collecting Cookie Data via Cookies or other similar technologies owned by us in connection with the provision of the Services.

International transfers

We each acknowledge and agree that to the extent that the transfer of Personal Data from you to us is considered a Restricted Transfer, we shall rely on the Relevant Transfer Mechanism to transfer the personal data from the data exporter to the data importer.

Accordingly, we agree that by entering into these Terms, the Relevant Transfer Mechanism shall be deemed agreed, incorporated by reference into the Terms and executed by each of the parties acting on their own behalf without the need for any further signature from either party, with you being the data exporter and us being the data importer.

For the purposes of the Relevant Transfer Mechanism, the following shall apply: (i) the Module Two terms are selected where you are the Controller and we are the Processor (ii) in Clause 7, the optional docking clause shall apply; (iv) in Clause 9 the General Authorisation option shall apply, and the notification must be submitted in writing at least 10 days prior to the engagement of the sub-processor (iv) in Clause 11, the optional language does not apply; (v) the information required for Table 1 of the UK Addendum (including relevant company and key contact details) shall be the information provided in these Terms; (vi) The Appendix Information required for Table 3 of the UK Addendum shall be set out in these Terms; and (vii) for the purpose of Table 4 of the UK Addendum, the parties agree that only the data importer may end the UK Addendum as set out in Section 19 of the UK Addendum.

We may use your business name and logo for the purpose of identifying you as an existing or past customer of ours on the Website, in the Services and in marketing, advertising and promotional materials.

Security

You acknowledge and agree that you are responsible for maintaining the security of your Subscription Account and your password and all activity that occurs under your Subscription Account. You must keep your Subscription Account, and ensure any Users’ associated with your Subscription Account keep their, password(s) confidential.

Payment and fees

To purchase our non-trial subscription Services:

By completing the Subscription Sign-up, you agree to pay for our Services at the price listed during the Subscription Sign-up and as confirmed in the confirmation email, and to make payment in accordance with this clause.

To purchase any associated Products:

By following on-screen prompts to submit an order for Products, you agree to pay the price of the Products and any associated delivery charges as listed on the Website when you submit an order. You will own the Products once we have received payment in full, including all applicable delivery charges. Payment for Products and all applicable delivery charges is in advance.

You also agree to pay all applicable fees and charges specified by us (including any third-party fees and charges), late payment fees and all taxes, duties, fees, levies and charges imposed by any authority in relation to your Subscription Account.

We reserve the right to vary our prices at any time. Any changes to the price for (a) your Subscription Account, will be communicated to you and will not take effect until the next payment is due; or (b) Products, will be reflected on the Website but changes will not affect any order you have already placed.

By providing us (or our third party payment gateway providers) during the Subscription Sign-up with the details of your valid credit or debit card (‘Card’), or your bank account details for direct debit (‘DD’), you authorise us (or our providers) to charge your Card or raise a DD at the point of time when you purchase (a) the subscription; (b) additional Products or Services; and (c) at the start of each payment period for membership fees incurred during that time in relation to your Subscription Account.

All prices are in British Pounds Stirling (GBP) and are exclusive of VAT. The Price shall be increased by the amount of VAT and/or other taxes and duties which may be applicable, except to the extent that such taxes and duties are expressly included in any quotation provided by us.

To the extent permitted by law and other than expressly set out in these Terms, our fees and charges are non-refundable (subject to Early Cancellation).

Free trials and promotions

We may offer free trial periods to our Services from time to time. To sign-up for free trial subscriptions you will need to complete the Subscription Sign-up but during a Free Trial Period, you will not be required to pay any membership fee.  You may not sign-up to more than one trial subscription in any 12-month period.

We may also offer other promotional discounts or benefits (‘Promotions’).  We reserve the right to offer, withdraw, change, cancel or determine your eligibility for any Promotion or free trial in our discretion for the purposes of preventing abuse of the Promotion or free trial. Promotions and free trials may be subject to terms and conditions which shall apply in addition to, and prevail to the extent of any inconsistency with, these Terms.

Cooling-Off Period
If you decide to cancel your Subscription Account (and, consequently, the access of any End Users) within thirty (30) days of the Commencement Date (the ‘Cooling-Off Period’), you may do so by emailing info@hazardco.com to request account closure. 

No full or partial refunds will be issued for any termination or cancellation of the Subscription Account outside of the Cooling-Off Period.

We reserve the right to deduct an administration fee of £80.00 (plus VAT) from any refunds if there is physical product damage for returned product or difficulty in processing the cancellation of your account.

Automatic Renewal

Twelve (12) months after the Commencement Date, your Subscription Account will be automatically renewed, on an annual basis. We will send you an email to your nominated email address notifying you that your Subscription Account will be renewed, at four (4) weeks prior to the renewal date. 

If you do not wish to renew your Subscription Account, you must respond or notify us of this intention via email or phone prior to the renewal date, time being of the essence. This clause is subject to the procedures for Cooling-off Period. If you do not cancel your Subscription Account in the manner set out above, it will be automatically renewed and you will be billed using the same payment details as the previous year. 

Termination by You

Should you need to terminate your Subscription Account (and the access of any End Users), you can do so by calling 0800-555-339 or emailing info@hazardco.com to request the closure of your Subscription Account. Termination will take effect at the end of your current minimum subscription period (12 months). No refunds will be issued for any fees, charges, or amounts already paid or owed. If you are paying monthly, you will need to continue paying monthly fees until the end of the minimum subscription period.

If termination is due to a change in these Terms that has a materially detrimental effect on you:

• You must notify us within 14 days of receiving notice of the relevant change;
• Termination will take effect on the date the change takes effect; and
• We will provide a pro-rata refund for any amount paid that covers a period after the change.

Failure to pay any amount due to HazardCo by the required date will be considered a termination of your Subscription Account by you, without limiting HazardCo’s rights.

If you terminate within thirty (30) days of the Commencement Date, please refer to the Cooling-off Period section above.

Termination/Cancellation by HazardCo

We reserve the right to terminate your Subscription Account (and accordingly, your ability to access our Services and Product) at any time if you breach the Terms including, but not limited to, defaulting on your payment obligations. On termination, any fees or charges invoiced by us, or which we were entitled to invoice on or prior to the date of termination, but which have not been paid will remain payable. The termination will be without prejudice to either your or our rights and remedies in respect of breach of these Terms by the other, where the breach occurred before termination.

We may cancel your Subscription Account (and accordingly, your ability to access our Services) at any time by giving written notice to you via email. On giving such notice, we will repay any money paid by you for Services not delivered. We will not be liable for any loss or damage whatsoever arising from such cancellation.

Intellectual Property Rights

Subject to you purchasing a subscription in accordance with the terms of these Terms, we hereby grant you a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit authorised End-Users to use the Services during the Term solely for your internal business purposes.

You acknowledge and agree that we and/or our licensors own all intellectual property rights in the Services and Website. Except as expressly stated herein, these Terms do not grant you any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services.

Survival of terms

All provisions of these Terms that by their nature should survive termination of these Terms, your access to the Website or Services and/or closure of your Subscription Account (or the closure of your Linked Accounts) shall survive including all limitations on liability, releases, indemnification obligations, disclaimers, choice of law and intellectual property protections.

Liability:

Except as expressly and specifically provided in these Terms:

1. You assume sole responsibility for results obtained from the use of the Services by you and any Users linked to your Subscription Account, and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any information provided to us by you in connection with the Services and in particular shall not be liable for you failing to comply with any legal obligations under Work Health and Safety Laws; and
2. the Services are provided to you and any Users linked to your Subscription Account on an “as is” basis therefore 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 these Terms.

Nothing in these Terms excludes our liability:

1. for death or personal injury caused by our negligence;
2. for fraud or fraudulent misrepresentation or wilful misconduct; or
3. For any liability that cannot be excluded or restricted by law

Subject to the above:

1. we 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 these Terms; and
2. our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of these Terms shall be limited to the total fees paid by you to us under these Terms during the 12 months immediately preceding the date on which any claim arises.

Nothing in the Terms shall limit or affect the exclusions or limitations set out in the Website Terms and Conditions.

Indemnity 

You indemnify us against all liabilities, costs, expenses, damages, claims, proceedings, actions, demands and losses suffered or incurred by us directly or indirectly arising out of or in connection with:

1. any breach or non-observance of any of these Terms by you or any End Users;
2. any breach of a warranty or representation contained in these Terms by you or any End Users;
3. any breach, or alleged breach, of intellectual or other proprietary rights or interests of third parties by you or any End Users;
4. any claim made against us by any party, arising out of or in connection with any breach of these Terms or other act or omission by you or any End Users relating to the Website, the Services or the User Content; and
5. any person’s reliance on representations you or any End Users make via the Website or Services.

Other legal terms

We are not responsible for failure to fulfil our obligations due to causes beyond our control.

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

Nothing in these Terms 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).

Definitions

In these Terms:

‘Commencement Date’ means the date that your Subscription is approved as set out in the confirmation email, being the date you are provided with the log in and password to access our Services;

‘Controller’ has the meaning set out in the Privacy Law;

‘Cookie’ means a small text file placed on an End User’s computer or device when visiting certain parts of and/or using certain features of the Service;

‘Cookie Data’ means any data (including Personal Data) collected via Cookies or other similar technologies placed on the End User’s device;

‘Data Subject’ has the meaning set out in Privacy Law;

‘End User’ means any person who uses the Websites or any of the Services through your Subscription Account, and any person who accesses or uses the Website or any of the Services on behalf of the End User; ‘International Transfer Requirements’ means the requirements of Chapter V of the UK GDPR (Transfers of personal data to third countries or international organisations);

‘Personal Data’ has the meaning set out in the Privacy Law;

‘Processor’ has the meaning set out in the Privacy Law;

‘Processing’ has the meaning set out in the Privacy Law and “process” and “processed” shall be construed accordingly;

‘Privacy Approval’ means any consent, authorisation or approval or another lawful ground to Process the Personal Data and to outsource the Processing of Personal Data to us, required under a Privacy Law for the purposes of us providing the Services;

‘Privacy Law’ means all applicable laws relating the processing of personal data as amended, extended, re-enacted or replaced from time to time, including:

(i) UK Data Protection Act 2018 and the UK GDPR;

(ii) EC Directive 2002/58/EC on Privacy and Electronic Communications;

(iii) EC Regulation 2016/679 (the “GDPR”) on the protection of natural persons with regard to the Processing of Personal Data and on the free movement of such data;

(iv) all local laws or regulations implementing or supplementing the EU legislation mentioned in (ii)-(iii) above; and

(v) all codes of practice and guidance issued by national supervisory authorities, regulators or EU or UK institutions relating to the laws, regulations and EU legislation mentioned in (i)–(iv) above.

‘Privacy Policy’ means our privacy policy located at www.hazardco.com as amended from time to time;

‘Products’ means the products available to Subscribers for purchase through the Website in addition to Subscription Accounts

‘Restricted Country’ means a country, territory or jurisdiction outside of the European Economic Area which the EU Commission and/or UK government has not deemed to provide adequate protection in accordance with Article 45(1) of the UK GDPR;

‘Restricted Transfer’ means transferring the personal data from an entity, who is established in the UK and/or European Union and/or whose processing of personal data under these Terms is caught by the requirements of the UK GDPR and/or Data Protection Act 2018 to, and/or accessing the personal data from and/or processing the personal data within, a jurisdiction or territory that is a Restricted Country;

‘Relevant Transfer Mechanism’ means the International Data Transfer Addendum to the EU Commission Standard Contractual Clauses issued by the ICO under or pursuant to section 119A(1) of the Data Protection Act 2018 (as may be amended by the ICO from time to time pursuant to its terms) (‘UK Addendum’);

‘Registration’ means registration as a Subscriber in accordance with these Terms;

‘Services’ means access to and use of our Websites, various functions and features made available on the Websites (as varied by us from time to time), and all other services made available by us on or through the Website or otherwise, in particular, the provision of health and safety systems, products and materials as well as advice and support to business and individuals as further described here;

‘Subscriber’ means a person who establishes a Subscription Account with us through the Website or otherwise, pursuant to the Subscriber Terms and Conditions

‘Subscription Account’ means an account established with us by a Subscriber, through the Website or otherwise, pursuant to these Terms;

‘Third Party Content’ means web sites, platforms, content, products, services and information of other parties including content provided to us by links to sites owned by other parties;

‘UK’ means the United Kingdom;

‘Website’ means the website located at www.hazardco.com,  www.hub.hazardcoapp.com including all password protected areas and subdomains of such websites and all related top-level domains, mobile sites, mobile Apps (including the HazardCo Hub and App), applications, APIs, QR Codes and widgets;

‘Website Terms and Conditions’ means the terms of use of the Website located at www.hazardco.com as amended from time to time; and

‘Work Health and Safety Laws’ means the any codes or regulations or applicable law that relate to worker health and workplace safety;

Schedule 1 – Data protection particulars