First Things First

These “Customer Terms” Form a Part of a Binding “Contract”

These Customer Terms (and/ or, if applicable, your written agreement with us "Service Agreement") together form a binding “Contract” between The Customer and us. “We,” “our” and “us” refers to to SafetyToolbox Ltd, a company registered in England with registered number 08292787 and having its registered office at <%= registered_address %>.

Your Agreement On Behalf of “The Customer”

If you purchase subscription(s), create a Customer Account (i.e. a digital space where a group of users may access the Service), invite users to that Customer Account, or use or allow use of that Customer Account after being notified of a change to these Customer Terms, you acknowledge your understanding of the then-current Contract and agree to the Contract on behalf of The Customer. Please make sure you have the necessary authority to enter into the Contract on behalf of The Customer before proceeding.

Customer Choices and Instructions

Who is “The Customer”? (Hint: There can be only one)

“The Customer” is the organisation that you represent in agreeing to the Contract. If your account is being set up by someone who is not formally affiliated with an organisation, The Customer is the individual creating the account.

What This Means for The Customer and for Us

Individuals authorised by The Customer to access the Service (an “Authorised User”) may submit content or information to the Service, such as files or other data (“Customer Data”), and The Customer may exclusively provide us with instructions on what to do with it. For example, The Customer may provision or deprovision access to the Service,manage permissions, transfer or assign Customer Accounts. Since these choices and instructions may result in the access, use, disclosure, modification or deletion of certain or all Customer Data, please contact us more information about these choices and instructions.

The Customer will:
(a) inform Authorised Users of all The Customer policies and practices that are relevant to their use of the Service and of any settings that may impact the processing of Customer Data; and
(b) ensure the transfer and processing of Customer Data under the Contract is lawful.

Ordering Subscriptions

A subscription allows an Authorised User to access the Service. No matter the role, a subscription is required for each Authorised User. A subscription may be procured through the Service interface, or via a quotation/ proposal from us. Each Authorised User must agree to the User Terms to activate their subscription. Subscriptions commence when we make them available to The Customer and continue for the term specified in the Service Agreement or other written communications with us, as applicable. Each subscription is for a single Authorised User for a specified term and is personal to that Authorised User. We sometimes enter into other kinds of ordering arrangements, but that would need to be spelled out and agreed to in a Service Agreement. During an active subscription term, adding more subscriptions is fairly easy. Unless the Service Agreement says otherwise. Contact us for more information on purchasing additional subscriptions.

Purchasing Decisions

We may share information about our future product plans because we like transparency. Our public statements about those product plans are an expression of intent, but do not rely on them when making a purchase. If The Customer decides to buy our Service, that decision should be based on the functionality or features we have made available today and not on the delivery of any future functionality or features.

Feedback is Welcome

The more suggestions our customers make, the better the Service becomes. If The Customer sends us any feedback or suggestions regarding the Service, there is a chance we will use it, so The Customer grants us (for itself and all of its Authorised Users and other Customer personnel) an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use any such feedback or suggestions for any purpose without any obligation or compensation to The Customer, any Authorised User or other Customer personnel. If we choose not to implement the suggestion, please don’t take it personally. We appreciate it nonetheless.

Privacy Policy

Please review our Privacy Policy for more information on how we collect and use data relating to the use and performance of our websites and Service.

The Customer and Authorised Users

Use of the Service

The Customer must comply with the Contract and ensure that its Authorised Users comply with the Contract and the User Terms. We may review conduct for compliance purposes, but we have no obligation to do so. We aren't responsible for the content of any Customer Data or the way The Customer or its Authorised Users choose to use the Service to store or process any Customer Data. The Service are not intended for and should not be used by anyone under the age of 16 years. The Customer must ensure that all Authorised Users are over 16 years old. The Customer is solely responsible for providing an adequate internet service for itself and its Authorised Users to access and use the Service.

Our Removal Rights

If we believe that there is a violation of the Contract that can simply be remedied by The Customer’s removal of certain Customer Data, we will, in most cases, ask The Customer to take direct action rather than intervene. However, we may directly step in and take what we determine to be appropriate action, if The Customer does not take appropriate action, or if we believe there is a credible risk of harm to us, the Service, Authorised Users, or any third parties.

Payment Obligations

Payment Terms

For Customers that purchase our Service, fees are specified in the Service Agreement or the Invoices — and must be paid in advance. Payment obligations are non-cancelable and, except as expressly stated in the Contract, fees paid are non-refundable. If we agree to invoice The Customer by email, full payment must be received within thirty (30) days from the invoice date. Fees are stated exclusive of VAT.

Our Responsibilities

Providing the Service

The Customer isn’t the only one with responsibilities; we have some, too.

We will:
(a) make the Service available to The Customer and its Authorised Users as described in the Contract; and
(b) not use or process Customer Data for any purpose without The Customer’s prior written instructions; provided, however, that “prior written instructions” will be deemed to include use of the Service by Authorised Users and any processing related to such use or otherwise necessary for the performance of the Contract.

Be assured that we will not materially decrease the functionality of a Service during a subscription term. For any breach of a warranty in this section, The Customer’s exclusive remedies are those described in the sections titled “Termination for Cause” and “Effect of Termination”.

Keeping the Service Available

We will try to keep disruptions to a minimum but we may suspend The Service from time to time to carry out maintenance and support work and to investigate unauthorised use.

Protecting Customer Data

The protection of Customer Data is a top priority for us so we will use safeguards and security features to avoid unauthorised access to Customer Data. Those safeguards will include measures for preventing unauthorised access, use, modification, deletion and disclosure of Customer Data by our personnel. Before sharing Customer Data with any of our third party service providers, we will ensure that the third party maintains, at a minimum, reasonable data practices for maintaining the confidentiality and security of Customer Data and preventing unauthorised access. The Customer (not us) bears sole responsibility for adequate security, protection and backup of Customer Data when in Customer’s or its representatives’ or agents’ possession or control. We are not responsible for what The Customer’s Authorised Users do with Customer Data. That is The Customer’s responsibility. SafetyToolbox Associates

We may leverage our employees and third party contractors (the “SafetyToolbox Associates”) in exercising our rights and performing our obligations under the Contract. We will be responsible for the SafetyToolbox Associates compliance with our obligations under the Contract.

Ownership and Proprietary Rights

What’s Yours is Yours…

As between us on the one hand, and The Customer and any Authorised Users on the other, The Customer will own all Customer Data. Subject to the terms and conditions of the Contract, The Customer (for itself and all of its Authorised Users) grants us and the SafetyToolbox Associates a worldwide, non-exclusive, limited term license to access, use, process, copy, distribute, perform, export and display Customer Data, only as reasonably necessary:
(a) to provide, maintain and update the Service;
(b) to prevent or address service, security, support or technical issues;
(c) as required by law; and
(d) as expressly permitted in writing by The Customer.

The Customer represents and warrants that it has secured all rights in and to Customer Data from its Authorised Users as may be necessary to grant this license.

And What’s Ours is Ours

We own and will continue to own our Service, including all related intellectual property rights.

We may make software components available, via app stores or other channels, as part of the Service. We grant to The Customer a non-sublicensable, non-transferable, non-exclusive, limited license for The Customer and its Authorised Users to use the object code version of these components, but solely as necessary to use the Service and in accordance with the Contract and the User Terms.

Where The Customer has subscribed to Packaged Content (including by not restricted to guidance materials, downloadable templates, online questionaires) as part of the Service, we grant to The Customer a non-sublicensable, non-transferable, non-exclusive, limited license for The Customer and its Authorised Users to use the content of these packages, but solely as necessary to use the Service and in accordance with the Contract and the User Terms.
Use of our "Packaged Content" by commercial third parties is not permitted without the prior written consent of us.

All of our rights not expressly granted by these licenses are hereby retained.

Term and Termination

Contract Term

As further described below, both free trials and paid subscriptions have a term that may expire or be terminated. The Contract remains effective until all subscriptions ordered under the Contract have expired or been terminated or the Contract itself terminates. Termination of the Contract will terminate all subscriptions and all Service Agreements.

Auto-Renewal

Unless a Service Agreement says something different:
(a) all subscriptions automatically renew (without the need to execute a renewal Service Agreement) for additional periods equal to one (1) year or the preceding term, whichever is shorter; and
(b) the per-unit pricing during any automatic renewal term will remain the same as it was during the immediately prior term.

Either party can give the other notice of non-renewal at least thirty (30) days before the end of a subscription term to stop the subscriptions from automatically renewing.

Termination for Cause

We or The Customer may terminate the Contract on notice to the other party if the other party materially breaches the Contract and such breach is not cured within thirty (30) days after the non-breaching party provides notice of the breach. The Customer is responsible for its Authorised Users, including for any breaches of this Contract caused by its Authorised Users. We may terminate the Contract immediately on notice to The Customer if we reasonably believe that the Service are being used by The Customer or its Authorised Users in violation of applicable law.

Termination Without Cause

We or The Customer may terminate a free trial without cause.

Effect of Termination

Upon any Termination for Cause by The Customer, we will refund The Customer any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Upon any Termination for Cause by us, The Customer will pay any unpaid fees covering the remainder of the term of those subscriptions after the effective date of termination. In no event will any termination relieve The Customer of the obligation to pay any fees payable to us for the period prior to the effective date of termination.

Data Portability and Deletion

We are custodians of Customer Data. During the term of a Customer Account's subscriptions, The Customer will be permitted to export or share certain Customer Data from the Service. Following termination or expiration of a Customer Account's subscriptions, we will have no obligation to maintain or provide any Customer Data and may thereafter, unless legally prohibited, delete all Customer Data in our systems or otherwise in our possession or under our control.

Representations Disclaimer of Warranties

The Customer represents and warrants that it has validly entered into the Contract and has the legal power to do so. The Customer further represents and warrants that it is responsible for the conduct of its Authorised Users and their compliance with the terms of this Contract and the User Terms. The Customer will be held liable for any reasonable costs and expenses incurred by us as a result of breach of this Contract and the User Terms.

EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE Service AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT WE DO NOT WARRANT THAT THE Service WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

Limitation of Liability

OTHER THAN IN CONNECTION WITH A PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT WILL EITHER CUSTOMER’S OR THE SafetyToolbox Associates AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE CONTRACT OR THE User Terms (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY THE CUSTOMER HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY. THE FOREGOING WILL NOT LIMIT CUSTOMER’S PAYMENT OBLIGATIONS UNDER THE “PAYMENT TERMS” SECTION ABOVE.

IN NO EVENT WILL EITHER CUSTOMER OR ANY MEMBER OF THE SafetyToolbox Associates HAVE ANY LIABILITY TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

The Customer is responsible for all login credentials, including usernames and passwords, for administrator accounts as well the accounts of your Authorised Users. We will not be responsible for any damages, losses or liability to The Customer, Authorised Users, or anyone else, if such information is not kept confidential by The Customer or its Authorised Users, or if such information is correctly provided by an unauthorised third party logging into and accessing the Service.

The limitations under this “Limitation of Liability” section apply with respect to all legal theories, whether in contract, tort or otherwise, and to the extent permitted by law. The provisions of this “Limitation of Liability” section allocate the risks under this Contract between the parties, and the parties have relied on these limitations in determining whether to enter into this Contract and the pricing for the Service.

Confidentiality

Confidential Information

Each party (“Disclosing Party”) may disclose “Confidential Information” to the other party (“Receiving Party”) in connection with the Contract, which is anything that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure including all Service Agreement, as well as non-public business, product, technology and marketing information.Confidential Information of The Customer includes Customer Data.If something is labeled “Confidential,” that’s a clear indicator to the Receiving Party that the material is confidential.

Notwithstanding the above, Confidential Information does not include information that:
(a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party;
(b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party;
(c) is received from a third party without breach of any obligation owed to the Disclosing Party; or
(d) was independently developed by the Receiving Party.

Protection and Use of Confidential Information

The Receiving Party will:
(a) take at least reasonable measures to prevent the unauthorised disclosure or use of Confidential Information, and limit access to those employees, associates and contractors who need to know such information in connection with the Contract ; and
(b) not use or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of this Contract.

Nothing above will prevent either party from sharing Confidential Information with financial and legal advisors; provided, however, that the advisors are bound to confidentiality obligations at least as restrictive as those in the Contract.

Compelled Access or Disclosure

The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is required by law; provided, however, that the Receiving Party gives the Disclosing Party prior notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the access or disclosure. Without limiting the foregoing, contact us for details on how requests may be made for the disclosure of Customer Data and how we will handle those requests. If the Receiving Party is compelled by law to access or disclose the Disclosing Party’s Confidential Information, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing access to such Confidential Information as well as the reasonable cost for any support provided in connection with the Disclosing Party seeking a protective order or confidential treatment for the Confidential Information to be produced.

Survival

The sections titled “Feedback is Welcome,” “Our Removal Rights,” “A Condition of Use,” “Payment Terms,” “SafetyToolbox Associates” “What’s Yours is Yours …,” “And What’s Ours is Ours,” “Effect of Termination,” “Data Portability and Deletion,” “Representations; Disclaimer of Warranties,” “Limitation of Liability,” “Confidentiality” and “Survival,” as well as all of the provisions under the general heading “General Provisions,” will survive any termination or expiration of the Contract.

General Provisions

Force Majeure

Neither us nor The Customer will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.

Relationship of the Parties; No Third Party Beneficiaries

The parties are independent contractors. The Contract does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third party beneficiaries to the Contract.

Email

Except as otherwise set forth herein, all notices under the Contract will be by email, although we may instead choose to provide notice to Authorised Users through the Service (e.g. a banner notification). Notices to SafetyToolbox should be sent to info@safetytoolbox.co.uk.

A notice will be deemed to have been duly given:
(a) the day after it is sent, in the case of a notice sent through email; and
(b) the same day, in the case of a notice sent through the Service. Notices under the Contract will be delivered solely to the Customer in accordance with the terms of that agreement.

Modifications

As our business evolves, we may change these Customer Terms and the other components of the Contract (except any Service Agreement). If we make a material change to the Contract, we will provide The Customer with reasonable notice prior to the change taking effect, either by emailing the email address associated with The Customer’s account or by notifying The Customer through the Service. The Customer can review the most current version of the Customer Terms at any time by visiting this page and by visiting the most current versions of the other pages that are referenced in the Contract. The materially revised Contract will become effective on the date set forth in our notice, and all other changes will become effective upon posting of the change. If The Customer (or any Authorised User) accesses or uses the Service after the effective date, that use will constitute The Customer’s acceptance of any revised terms and conditions.

Waiver

No failure or delay by either party in exercising any right under the Contract will constitute a waiver of that right. No waiver under the Contract will be effective unless made in writing and signed by an authorised representative of the party being deemed to have granted the waiver.

Severability

The Contract will be enforced to the fullest extent permitted under applicable law. If any provision of the Contract is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Contract will remain in effect.

Assignment

Except with respect to the SafetyToolbox Associates, neither party may assign or delegate any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign the Contract in its entirety (including all Service Agreements), without consent of the other party, to a corporate affiliate or in connection with a merger, acquisition, corporate restructuring, or sale of all or substantially all of its assets. The Customer will keep its billing and contact information current at all times by notifying SafetyToolbox of any changes. Any purported assignment in violation of this section is void. A party’s sole remedy for any purported assignment by the other party in breach of this section will be, at the non-assigning party’s election, termination of the Contract upon written notice to the assigning party. In the event of such a termination by The Customer, we will refund The Customer any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Subject to the foregoing, the Contract will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

Entire Agreement

The Contract, including these Customer Terms and all referenced pages and Service Agreement, if applicable, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Without limiting the foregoing, the Contract supersedes the terms of any online agreement electronically accepted by The Customer or any Authorised Users. However, to the extent of any conflict or inconsistency between the provisions in these Customer Terms and any other documents or pages referenced in these Customer Terms, the following order of precedence will apply:
(1) the terms of any Service Agreement (if any),
(2) the Customer Terms and
(3) finally any other documents or pages referenced in the Terms.

Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order, vendor onboarding process or web portal, or any other Customer order documentation (excluding Service Agreements) will be incorporated into or form any part of the Contract, and all such terms or conditions will be null and void.