1.1 These are the General Terms referred to in an Order Form. These General Terms, together with an Order Form and any other documents referred to in an Order Form, form a Contract between the Customer and Safecall.
1.2 Definitions for capitalised terms used in each Contract, and the rules governing the way in which each Contract shall be interpreted, are detailed in clause 25 (below).
1.3 Each Order Form constitutes an offer by Safecall to perform the Services specified therein and is subject to these General Terms.
1.4 Each Contract shall constitute the whole agreement between the Customer and Safecall to the exclusion of any other terms and conditions which may have been submitted by the Customer. No terms or conditions endorsed, delivered or contained in the Order Form or any other document shall form part of each Contract simply as a result of such document being shown to Safecall or referred to by the Customer.
1.5 The Customer acknowledges that it has not relied on any warranty, undertaking, statement, assurance, promise or representation made or given by or on behalf of Safecall which is not set out in each Contract.
1.6 The Customer shall ensure that the relevant Order Form is complete, up-to-date and accurate.
2.1 The Services under each Contract shall begin on the Commencement Date and will continue in force on the following terms, as applicable:
(a) for the Whistleblowing Service, for its Initial Term following which a Contract shall automatically continue in force and effect on a rolling basis for further Contract Periods unless terminated earlier in accordance with its terms;
(b) for the eLearning Service, for its Term;
(c) for the Investigation Support Service, for its Term; and
(d) for the Live Training Service, for its Term.
2.2 Either party may terminate a Contract at any time by giving notice in writing to the other party prior to the expiry of its Initial Term or Term (as applicable), or each subsequent Contract Period. The parties agree that, notwithstanding the serving of any notice to terminate a Contract, each Contract will continue in full force and effect until the expiry of its Initial Term or Term (as applicable), or its then-current Contract Period. Charges are non-refundable and Safecall does not provide refunds or credits for any partial Contract Periods.
3.1 Safecall will perform the Services:
(a) with reasonable care and skill;
(b) in accordance with these General Terms, the Service Specific Terms and the Data Processing Schedule; and
(c) in accordance with all applicable Laws and good practice using personnel who are suitably skilled and experienced to do so.
3.2 Safecall will use reasonable efforts to meet such timescales as are set out in a Contract and will notify the Customer (where it is reasonably practicable to do so) if it is unable to meet them.
3.3 Safecall may update or change the precise specification or functionality of a Service at its discretion, but will not materially decrease or impair performance of the Service in so doing. The Customer will comply with any reasonable request by Safecall to implement such updates.
3.4 A Service is restricted to that which is set out in an Order Form and the parties agree that Safecall will not be responsible for advising on the legal, commercial or any other merits, implications, consequences or course of action to be taken in relation to any matter in relation to a Service.
3.5 Please note that any Services not expressly stated in an Order Form shall not be considered within the scope of the Services. In the event that the Customer would like Safecall to perform that additional service, it would incur additional Charges and Expenses and require an additional Order Form to be entered into.
4. Maintenance Releases, Updates and Availability
4.1 Safecall will provide the Customer with all Maintenance Releases generally made available to its customers. Safecall warrants that no Maintenance Release will materially adversely affect the then existing facilities or functions of the Services. The Customer acknowledges and accepts that its sole remedy in respect of this warranty (and for any material adverse impact of a change to the Services) shall be to require Safecall to remedy the adverse impact.
4.2 Safecall shall use commercially reasonable endeavours to make any platform it provides for accessing the Services available twenty four (24) hours a day, seven (7) days a week, except for maintenance (provided that Safecall has used reasonable endeavours to give the Customer at least six (6) hours’ notice in advance).
5. Customer Obligations
5.1 The Customer shall perform the Customer Obligations in a timely manner.
5.2 The Customer shall:
(a) use the Services in a professional and responsible way, and shall comply with all applicable Laws relating to its use or receipt of the Services;
(b) use the Services only for the Customer’s own business purposes, in the manner authorised by Safecall, and for no other purpose unless expressly provided otherwise in each Contract;
(i) intentionally or recklessly distribute Viruses;
(ii) alter, disable, interfere with, or circumvent any aspect of the Services or the equipment used to provide the Services, including any of the security features of the Services, or do anything designed to affect their integrity or access to them;
(iii) test or reverse-engineer the Services in order to find limitations or vulnerabilities, or for any other reason;
(iv) reproduce, modify, decompile, reverse engineer, or prepare derivative works of the Services, or otherwise infringe any intellectual property rights in the Services;
(v) perform any indexing, scraping, or data mining of the Services;
(vi) infringe any person’s privacy rights, intellectual property rights, or other proprietary rights in the course of its use of the Services;
(vii) use the Service to engage in any fraud or other unlawful behaviour, impersonate any person or otherwise use the Service in a manner intended to deceive, or engage in any behaviour which is defamatory; or
(viii) make any public statement regarding Safecall or the Services which may adversely impact Safecall’s image, brand, or reputation;
(d) provide any Customer Materials in a timely manner, and promptly provide (with reasonable care and skill) such assistance, information, and cooperation as Safecall may reasonably request from time to time in order for Safecall to perform its obligations and ensure that all information and materials provided to Safecall are accurate, adequate, and complete; and
(e) provide Safecall with all relevant information on which Safecall is entitled to rely without verification in order to perform the Services.
5.3 The Customer shall be responsible for the acts and omissions of its Users as if they were the acts and omissions of the Customer.
5.4 The Customer shall defend Safecall from, and indemnifies Safecall against, all loss, damage and expense suffered or incurred by Safecall in connection with, any claim brought by any of the Users or persons named in a report in connection with the Service, whether the cause of action arises in contract, tort (including negligence), statute, or otherwise, and including in particular any claims of defamation (including slander and libel) or similar. This indemnity shall not apply to the extent the claim arises due to inaccuracies which Safecall has negligently introduced into a report, or any other negligence on the part of Safecall, but only to the extent that such negligence was the direct and sole reason for the claim being made.
5.5 Safecall shall not be in breach of contract or otherwise liable to the Customer for any failure to perform or delay in performing its obligations under a Contract to the extent that such failure or delay is due to any failure to perform or any delay in the Customer performing any Customer Obligations (a “Relief Event“). On the occurrence of a Relief Event, Safecall shall be entitled to a reasonable extension of time in order to perform its obligations and (acting reasonably) to vary the Charges, recover any additional Expenses that it may incur in performing its obligations, and charge the Customer such other sums to which it is entitled under the Contract (if any). The exercise of the foregoing rights shall be without prejudice to any other remedies available to Safecall.
6. Charges and Payment
Charges and Expenses
6.1 The Customer shall pay the Charges and the Expenses (if any) in accordance with this clause 6 and any other applicable payment terms or conditions set out in the Contract.
6.2 Safecall may adjust the Charges by giving the Customer not less than three (3) months’ prior written notice to take effect on the next Contract Period after expiry of the written notice.
6.3 Notwithstanding clause 6.2, unless expressly stated in the Order Form that the Charges are fixed for a period exceeding one (1) year, the Charges in respect of any particular Service shall automatically increase with effect from the end of each Contract Year by the same amount as the Consumer Prices Index (all items), as published by the Office for National Statistics in the UK, increased over the same period prior to the date the increase is to take effect (or if it ceases to exist the closest replacement index).
6.4 The Customer shall pay all Charges and any Expenses in the frequency as set out in the relevant Order Form.
6.5 The Customer shall pay all Charges and any Expenses by the payment method as set out in the relevant Order Form.
6.6 Safecall shall invoice the Customer for the Charges at the frequencies specified in the Order Form, if applicable. Any Expenses shall be invoiced monthly in arrears.
6.7 All sums payable by the Customer shall be exclusive of Tax. The Customer shall pay all Tax properly chargeable on those sums on receipt of a valid Tax invoice from Safecall.
Interest for late payment
6.8 If the Customer fails to pay any sums due under a Contract on or before the due date for payment, the Customer shall pay interest on the outstanding amount. Interest shall accrue at a daily rate from the due date until the date of actual payment in full (whether before or after judgment) at the rate of 3% per annum over the Bank of England Base Rate compounded monthly. The Customer shall pay any interest so charged immediately on demand.
Set-off and withholding
6.9 The Customer shall pay Safecall all sums under the Contract in full without any set-off, counterclaim or deduction. If the Customer is required by law to deduct or withhold an amount from any sum payable to Safecall under the Contract (whether as a result of tax or otherwise), the Customer shall pay to Safecall a sum that ensures that Safecall receives and retains a net sum equal to the amount
6.10 Safecall would have received if no such deduction or withholding had been made or been required to be made. If Safecall has liabilities to the Customer, Safecall may elect to set-off any sums payable by Safecall to the Customer against any sums payable by the Customer to Safecall.
6.11 To the extent invoices are given as part of the Services, if the Customer disputes the whole or part of such an invoice, the Customer shall notify Safecall within fourteen (14) days after the date of invoice. The notice must state that the invoice is disputed and be accompanied by details of the invoice that is being disputed and the reasons for the dispute. Safecall and the Customer shall each use reasonable endeavours to resolve the dispute as soon as reasonably practicable. The Customer waives the right to dispute its liability to pay any invoice in respect of which it has not raised a dispute in accordance with this clause.
6.12 Where any support or assistance is required by the Customer and is outside of the scope of a Contract, additional charges will be payable as agreed between the parties, along with any Expenses incurred by Safecall in providing such support or assistance. All additional charges and Expenses will be invoiced and payable in accordance with this clause 6.
7. Intellectual Property
7.1 Except as stated in a Contract, the Customer shall not acquire any right, title or interest in or to the Intellectual Property Rights of Safecall, its Affiliates, or its licensors, including any Intellectual Property Rights subsisting in any Services, the Safecall Materials, or in any materials used or supplied by Safecall pursuant to a Contract, whether pre-existing or created or coming into existence during the performance of a Contract. Subject to clause 7.2, any new Intellectual Property Rights created by Safecall in the course of or in connection with a Contract shall vest absolutely in Safecall.
7.2 Except as stated in a Contract, Safecall shall not acquire any right, title, or interest in or to the Intellectual Property Rights subsisting in the Customer Materials.
7.3 The Customer and Safecall acknowledge that Safecall Materials may incorporate or be derived, at least in part, from Customer Materials, and accordingly, while the Customer shall have exclusive title to and ownership of the Customer Materials, Safecall shall retain exclusive title to and ownership of the Safecall Materials.
7.4 Safecall grants the Customer a revocable, non-exclusive, non-transferable, non-sub licensable licence during the Term to:
(a) access and use the Services for its business purposes in accordance with the Contract; and
(b) use any Intellectual Property Rights subsisting in the Services (excluding any Third Party Solutions) or any materials supplied to the Customer pursuant to a Contract, solely for the Customer’s use in accordance with the Contract.
7.5 If Safecall supplies any Third Party Solution, the Customer shall only have the right to use such Third Party Solutions in accordance with the terms on which such Third Party Solution are supplied, as specified in the Order Form.
7.6 If applicable, the Customer grants Safecall a non-exclusive, non-transferable, worldwide licence (including the right to sub-license to its Affiliates and contractors) to use the Customer Material in order to perform the Contract and comply with its legal obligations. This licence shall continue for so long as reasonably necessary for Safecall to provide the Services, and for so long as Safecall is entitled to retain the Customer Materials in accordance with the Contract.
8.1 If either party receives a claim of infringement of Intellectual Property Rights from a third party concerning (in the case of the Customer) the Services (excluding any Third Party Solutions) or (in the case of Safecall) the Customer Materials (an “Infringement Claim“), it shall notify the other party promptly in writing.
8.2 On receipt of notice of an Infringement Claim, that party (the “Indemnifying Party“) will make reasonable efforts either to obtain for the other party (the “Indemnified Party“) (at no cost) a right to use the infringing item in accordance with the Contract or to make such modifications to the infringing item as may be necessary to remove the alleged infringement. If the Indemnifying Party is unable to obtain or if it is impractical to obtain such a right or make such a modification (at no cost), it may terminate the Contract (in whole or in part in relation to the infringing item) immediately on written notice to the Indemnified Party.
8.3 Without limiting clause 8.2, the Indemnifying Party may in its own name and at its own cost undertake the conduct of any proceedings relating to an Infringement Claim, subject to any requirement for leave to be granted by the court or tribunal in which the Infringement Claim may be conducted and will indemnify the Indemnified Party from and against all damages awarded under any final judgment of a court of competent jurisdiction or agreed by the Indemnifying Party in final settlement of the Infringement Claim, provided that the Indemnified Party: (i) makes no statement prejudicial to the Indemnifying Party or in respect of such Infringement Claim; (ii) provides all reasonable assistance in connection with the Infringement Claim, at the Indemnifying Party’s cost; and (iii) allows the Indemnifying Party to have sole conduct and control of the defence of the Infringement Claim and/or any settlement or compromise of the Infringement Claim, if the Indemnifying Party exercises its option to undertake the conduct of the proceedings. The indemnity in this clause 8.3 shall be the Indemnified Party’s sole and exclusive remedy with respect to any Infringement Claim.
9.1 Nothing in a Contract shall have the effect of limiting or excluding either party’s liability for fraud or fraudulent misrepresentation, death or personal injury caused by negligence, or any other matter for which it would be unlawful for a party to limit or exclude its liability.
9.2 Subject to clause 9.1, Safecall’s total aggregate liability for all claims, expenses, losses, damages and costs made against or incurred by the Customer in connection with a Contract in any Contract Year (whether arising in contract, tort (including negligence), statute or otherwise) shall not exceed the total Charges paid by the Customer to Safecall pursuant to that Contract in respect of Services provided in that Contract Year.
9.3 Subject to clause 9.1, in no circumstances whatsoever shall Safecall be liable to the Customer (whether arising under contract, tort (including negligence), statute or otherwise) for any loss of sales, turnover, revenue, profits or opportunity; loss of or interruption to business; loss of or damage to reputation or goodwill; loss of anticipated savings; loss of data; or wasted management or administrative time.
9.4 Subject to clause 9.1, in no circumstances whatsoever shall either party be liable (whether arising under contract, tort (including negligence), statute or otherwise) for any indirect or consequential loss or damage or any special or exemplary loss or damage.
10. Force Majeure
10.1 Neither party shall be in breach of a Contract or otherwise liable to the other party for any failure to perform or delay in performing its obligations under a Contract to the extent that such failure or delay is due to a Force Majeure Event. If a Force Majeure Event occurs, the party affected shall take reasonable steps to mitigate the impact of the Force Majeure Event.
10.2 If a Force Majeure Event continues for a period of more than one (1) month and continues to affect a party’s ability to perform its obligations, either party shall be entitled to terminate any affected Contract and/or part thereof by giving not less than ten (10) Business Days’ written notice to the other party.
10.3 This clause 10 shall not relieve the Customer from its obligation to pay any sums due under a Contract and its obligation to pay shall remain in full force and effect while a Force Majeure Event persists.
11. Confidentiality and Data Privacy
11.1 Each party undertakes that it shall not at any time during or after a Contract, disclose to any person any Confidential Information except as permitted by clause 11.2.
11.2 Each party may disclose the other party’s Confidential Information:
(a) to employees, officers, representatives or professional advisers, auditors and insurers and outsourced service providers of that party and its Affiliates who need to know such information for the purposes of carrying out the party’s obligations under a Contract (“Permitted Recipients”). Each party shall ensure that the Permitted Recipients to whom it discloses the other party’s confidential information comply with this clause 11; or
(b) if permitted to do so in writing; or
(c) as may be required by Law, a court of competent jurisdiction or any governmental or regulatory authority or as required by the rules of any listing authority or stock exchange on which its shares or those of any Affiliate are listed or traded.
11.3 No party shall use any other party’s Confidential Information for any purpose other than to perform its obligations under a Contract.
11.4 The obligations of confidentiality in this clause 11 shall not extend to any information that a party can show:
(a) is in, or has become part of, the public domain other than as a result of a breach of the obligations of confidentiality under a Contract;
(b) was developed by it independently of any Confidential Information disclosed by the other party which can be reasonably proved by written records; or
(c) was independently disclosed to it by a third party entitled to disclose the same.
11.5 Each party shall comply with the Data Processing Schedule.
11.6 The provisions of this Clause 11 shall survive for a further two (2) years after the termination of this Contract for any reason.
12. Information Security and Compliance
12.1 The Customer will be responsible for:
(a) preventing unauthorised use of the Services; and
(b) maintaining the integrity, security and secrecy of all user credentials and access codes used for the purposes of accessing or using the Services or any systems or equipment.
12.2 The Customer shall notify Safecall immediately of any illegal, fraudulent, or unauthorised use of the Services of which it becomes aware.
13. Know Your Client – Anti-Money Laundering
13.1 As part of its compliance with all applicable anti-money laundering and associated regulations, Safecall conducts identity checks and other due diligence on its customers and individuals instructing it within a customer’s organisation. Safecall carries out such checks at the outset of a request to supply its services and throughout the course of supplying such services. Safecall may not be able to begin supplying its services until it has completed such checks and reserves the right to not supply all or any part of the Services if such checks are not completed to its sole satisfaction. The Customer confirms that Safecall can rely on the information provided by the Customer and that Safecall shall not be liable for any inaccuracies or omissions made by the Customer.
13.2 Each party undertakes to the other that it shall comply with the Bribery Act 2010, the Equality Act 2010, the Modern Slavery Act 2015, the Criminal Finances Act 2017 (together the “Compliance Requirements“), and any other applicable Law, in connection with its performance of the Contract. Each party shall maintain policies and procedures to ensure its compliance with the Compliance Requirements generally and enforce them as appropriate. Each party shall provide such information as is reasonably requested by the other to enable the requesting party to comply with any applicable ‘know your client’, anti-money laundering requirements or any similar or applicable Law or requirements.
14.1 Safecall may suspend access to a Service, either in whole or in part:
(a) if any circumstances occur which would give Safecall a right to terminate the Service or any Service upon which it relies;
(b) in an event of emergency, and/or to safeguard the integrity and security of its services and systems, and/or to maintain, repair, or enhance the performance of its services and systems;
(c) if it becomes aware of any illegal, fraudulent, or unauthorised use of the Services;
(d) for any breach or suspected breach of clause 5;
(e) where a third-party service provider or licensor suspends or interrupts the provision of the Services;
(f) where the Customer fails to pay any sums payable under a Contract as and when they become due; or
(g) where it is expressed to have the right to do so elsewhere in a Contract.
14.2 Safecall will give the Customer at least two (2) days’ notice of any suspension where it is reasonably practicable and appropriate for Safecall to do so in the circumstances, unless otherwise stated in a Contract.
14.3 Safecall is not obliged to suspend or give any notice of suspension before exercising its right to terminate a Service or Contract in whole or in part.
15. Termination Rights
15.1 Either party may terminate a Contract immediately or on such other notice as it considers appropriate if:
(a) the other party fails to pay any amount due under a Contract on the due date for payment and remains in default not less than seven (7) days after being notified in writing to make such payment; or
(b) the other party is in material breach of a Contract and the breach either cannot be remedied or is not remedied by the other party within one (1) month of receiving notice of the breach from the party not in breach; or
(c) 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), 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 action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or
(d) 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
(e) the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under a Contract has been placed in jeopardy.
16. Consequences of Termination
16.1 Termination or expiry of a Contract shall not affect any accrued rights or liabilities of either party nor shall it affect any other provision of a Contract that is expressly or by implication intended to come into or continue in force on or after termination or expiry of a Contract or to give effect to the termination of a Contract, including without limitation clause 1 (Contract), clause 9 (Liability), clause 10 (Force Majeure), clause 11 (Confidentiality and Data Privacy), clause 16 (Consequences of Termination) and clauses 17 to clause 25 (inclusive).
16.2 If a Contract is terminated by the Customer under clause 2.2 or clause 15.1, Safecall agrees to credit or repay the Customer within a reasonable period the appropriate proportion of any Charges or Expenses paid in advance for the period after the cessation of the Contract.
16.3 Following notice of termination of a Contract by either party (except where Safecall has terminated the Contract in any of the circumstances set out in clause 15.1), Safecall shall, subject to the payment of any applicable Charges and Expenses, continue to provide the Services until the date of termination.
17.1 Notices given under a Contract shall be in writing, in the English language and sent by email to CoSec@Safecall.co.uk and to the Customer’s email address shown in the Order Form.
17.2 Notices given under a Contract pursuant to clause 17.1 are deemed to be given by the sender and received by the addressee on the same Business Day as received according to the recipient’s email system if received within normal business hours or, if received outside normal business hours, on the next Business Day.
18. Assignment and Subcontracting
18.1 Safecall may assign (whether absolutely or by way of security and whether in whole or in part), transfer, mortgage, charge, declare itself a trustee for a third party of, or otherwise dispose of (in any manner whatsoever) the benefit of a Contract or any part thereof to an Affiliate without the consent of the Customer.
18.2 Safecall may sub-contract or otherwise delegate the performance of any of its obligations (including the provision of an individual Service, or the Services collectively) under a Contract without the Customer’s consent.
18.3 The Customer may not assign (whether absolutely or by way of security and whether in whole or in part), transfer, mortgage, charge, declare itself a trustee for a third party of, or otherwise dispose of (in any manner whatsoever) the benefit of a Contract or any part thereof without the prior written agreement of Safecall.
19. Governing Law and Jurisdiction
19.1 Each Contract and any non-contractual obligations arising in connection with it shall be governed by and construed in accordance with the laws of England. Except as otherwise expressly provided in a Contract, the parties shall submit to the exclusive jurisdiction of the Courts of England.
20. Entire Agreement
20.1 Each Contract constitutes the entire agreement and understanding between the parties relating to its subject matter and supersedes any other agreement or understanding (written or oral) between the parties relating to the same subject matter.
20.2 All warranties, terms, conditions, undertakings, representations and obligations implied by statute, common law, trade usage, course of dealing or otherwise are excluded to the fullest extent permitted by Law. In particular, Safecall does not guarantee that the Services or anything else supplied under a Contract will be uninterrupted or error-free. Safecall makes no representation or warranty, and to the extent permitted by Law excludes all terms (whether express or implied), of merchantability, fitness for a particular purpose or that anything supplied by Safecall under a Contract will meet the Customer’s requirements or work in combination with any third party software, hardware or services.
20.3 Neither party shall rely on, nor have any remedy in respect of, any promise, assurance, agreement, statement, warranty, undertaking or representation made (whether innocently or negligently) by any other party or any other person, except as expressly set out in a Contract and in respect of which its sole remedy shall be for breach of contract. Any such promise, assurance, agreement, statement, warranty, undertaking or representation, including any advertising or description contained in any catalogue or brochure, is hereby excluded and withdrawn.
20.4 Nothing in this clause shall exclude the liability of either party for fraud or fraudulent misrepresentation.
21. Variation of a Contract
21.1 Save as expressly permitted by this Contract, no variation of a Contract shall be effective unless it is in writing, is signed by or on behalf of each of the parties to that Contract, and references the relevant provisions of the Contract that have been varied.
21.2 Safecall shall be entitled to vary its General Terms, Service Specific Terms and Data Protection Schedule from time to time. Any updated versions shall be made available on the Safecall website. Any changes to terms incorporated into an existing Contract will take effect on the date immediately following expiry of the Initial Term or Term (as applicable) or the then-current Contract Period, each as applicable.
22.1 The rights and remedies of the parties shall not be affected by any failure to exercise or delay in exercising any right or remedy or by the giving of any indulgence by any other party or by anything whatsoever except a specific waiver or release in writing and any such waiver or release shall not prejudice or affect any other rights or remedies of the parties. No single or partial exercise of any right or remedy shall prevent any further or other exercise thereof or the exercise of any other right or remedy.
23. Severance and Unenforceable Provisions
23.1 If any provision or part of a Contract is illegal, unlawful, void or unenforceable due to any Law, it shall be deemed to be deleted and the remaining provisions of a Contract shall continue in full force and effect.
24. Rights of Third Parties
24.1 The parties expressly agree for the purposes of the Contracts (Rights of Third Parties) Act 1999 that they do not intend any person other than a party to a Contract to be able to enforce any term of it.
25. Definitions and Interpretation
25.1 In a Contract, unless the context otherwise requires, these terms will be given the following meanings:
“Affiliate”: in relation to a body corporate, any other entity which directly or indirectly Controls, is Controlled by, or is under direct or indirect common Control with, that body corporate from time to time;
“Business Day”: a day not being a Saturday, Sunday, bank or public holiday on which trading banks are generally open for business in the City of London;
“Charges”: the fees payable for Services as detailed in the Order Form;
“Commencement Date”: the date on which the Services shall commence as specified in the relevant Order Form;
“Compliance Requirements”: has the meaning set out in clause 13.2;
“Confidential Information”: the terms of the Contract and the negotiations relating to it, and all materials, data and other documents which are disclosed by one party to the other in fulfilling the provisions and intent of the Contract or which are otherwise provided to the other in the contemplation of or the performance of the Contract, subject to the following:
(a) the Customer Materials (excluding personal data) are the Confidential Information of the Customer;
(b) the Safecall Materials (excluding personal data) are the Confidential information of Safecall; and
(c) personal data shall be the Confidential Information of the relevant data controller, where ‘personal data’ has the meaning given in the Data Protection Schedule;
“Contract”: a contract for the provision of Services comprising the relevant Order Form and any documents referred to in an Order Form for such Services and these General Terms;
“Contract Period:” the period set out as such in an Order Form;
“Contract Year”: each successive twelve (12) month period commencing on the Commencement Date and on each anniversary thereof;
“Control”: where a person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the other person (whether through the ownership of voting shares, by contract or otherwise) and “Controls” and “Controlled” shall be interpreted accordingly;
“Customer”: the entity named as such in an Order Form;
“Customer Material”: all data, information, documents, and materials provided by the Customer or its Users, or required from the Customer for the performance of a Contract, or provided to the Customer as an output of the Services, including in all reports produced by Safecall as part of the Services, but excluding the Safecall Material;
“Customer Obligations”: any obligations of the Customer that are set out in a Contract, any terms that are applicable to the Customer’s use or receipt of a Service and are incorporated into the Contract by reference, and any other reasonable requests notified to the Customer in connection with its use of the Services;
“Data Processing Schedule”: the document which details the terms relating to the collection, storage and use of personal data, the current version of which is available at https://www.safecall.co.uk/terms-and-conditions/data/ or upon request from Safecall, as may be amended from time to time;
“Digital Platform”: the software made available to Safecall clients located at https://report.safecall.co.uk;
“eLearning Service”: has the meaning set out in the eLearning Service Specific Terms;
“Expenses”: any expenses as agreed in writing between the parties;
“Force Majeure Event”: an act of God; or war, insurrection, riot, civil commotion, act or threat of terrorism; or lightning, earthquake, fire, flood, storm, or extreme weather condition; or theft, malicious damage; or strike, lockout, industrial dispute (whether affecting the workforce of a party and/or any other person); or epidemic, pandemic, or notifiable disease; or breakdown or failure of plant, machinery, or equipment, or of public networks; or inability to obtain essential supplies or materials; or change in Law; or any failure or default of a supplier or sub-contractor of the relevant party; or any other event or circumstance to the extent it is beyond the reasonable control of the relevant party;
“Infringement Claim”: has the meaning set out in clause 8.1;
“Indemnified Party”: has the meaning set out in clause 8.2;
“Indemnifying Party”: has the meaning set out in clause 8.2;
“Initial Term”: (if any) the minimum term that applies to the relevant Service commencing on the Commencement Date as set out in the relevant Order Form;
“Intellectual Property Rights”: patents and applications for patents, trade marks, service marks and domain names and applications for the same, unregistered trade marks and rights in trade names and business names, copyright (including copyright in computer software), know how, database rights, rights in designs and rights in inventions, the layout and formatting of documents, and any rights of the same or similar effect or nature as any of the foregoing;
“Investigation Support Service”: has the meaning set out in the Investigation Service Service Specific Terms;
“Law”: any applicable law, statute, bye-law, regulation, order, regulatory policy, guidance or industry code, rule of court or directives or requirements of any regulatory body, delegated or subordinate legislation or notice of any regulatory body;
“Live Training Service”: has the meaning set out in the Live Training Service Specific Terms;
“Maintenance Release”: any release of materials forming part of the Services that corrects faults, adds functionality or otherwise amends or upgrades the Services, but which does not constitute a New Product;
“New Product”: any new materials or service elements which from time to time are publicly marketed and offered for purchase by Safecall in the course of its normal business, being a product which contains such significant differences from its other products as to be generally accepted in the marketplace as constituting a new product;
“Open Source Software”: any software code that is made available to the public generally in source code form without any confidentiality restrictions, including any code that is derived in any manner (in whole or in part) from such code;
“Order Form”: the record of the transaction entered into online between the parties, under which the Customer agrees to purchase and Safecall agrees to provide the specified Services;
“party”: means either the Customer or Safecall and “parties” shall be defined accordingly;
“Permitted Recipients”: has the meaning set out in clause 11.2(a);
“Relief Event”: has the meaning set out in clause 5.5;
“Safecall”: SAFECALL LIMITED (no. 3769031) whose registered office is at 8th Floor, 100 Bishopsgate, London EC2N 4AG;
“Safecall Material”: means: (i) data that is in aggregate or de-identified form (irrespective of source), or is held by, or disclosed to, Safecall independently of the Contract unless such data is included in any report produced by Safecall as part of the Services; and (ii) any templates or documents used for the collation or communication of information as part of the Services;
“Service”: any one or more of the eLearning Service, Investigation Support Service, Live Training Service or Whistleblowing Service, or any other service as agreed between the parties, each as specified in an Order Form, including the provision of any materials which are incidental to the provision of a specified Service, as may be amended from time to time in accordance with the Contract and “Services” shall be interpreted accordingly;
“Service Specific Terms”: the terms made available by Safecall which apply to specific Services that it provides, as incorporated by reference into the Contract;
“Tax”: any present or future tax, levy, deduction, charge, or duty, including value added tax as provided for in the Value Added Tax Act 1994 or any other similar tax that is imposed in any jurisdiction including any goods and services tax;
“Term”: (if any) the term that applies to the relevant Service commencing on the Commencement Date as set out in the relevant Order Form;
“Third Party Solution”: Services provided by a third party, and any software, firmware, or other code which is proprietary to a third party (including any Open Source Software);
“User”: an individual (full-time, part-time, and casual employees, and other individuals as agreed with Safecall) who the Customer permits access to or use of a Service in accordance with a Contract to use or access the Service purchased by the Customer;
“Virus”: viruses, logic bombs, worms, trojan horses and any other type of disruptive, destructive, deceptive, or nuisance programs or malicious code and any code that is operated to disable or interfere with any software or information technology systems; and
“Whistleblowing Service”: has the meaning set out in the Whistleblowing Service Service Specific Terms;
25.2 In each Contract, unless the Contract otherwise requires:
(a) references to “writing” or “written” means by email to CoSec@Safecall.co.uk.;
(b) words in the singular shall include the plural and words in the plural shall include the singular;
(c) words denoting any gender include all genders;
(d) the headings are for convenience only and shall not affect the construction of a Contract;
(e) references to each party herein include references to its successors in title and permitted assignees. If a party comprises more than one person, a Contract will apply to them jointly and severally;
(f) references to “includes” or “including” shall be read as being immediately followed by the words “without limitation”;
(g) any capitalised terms (or terms beginning with a capital letter) that are used but are not defined in the Contract shall be given their generally accepted meaning or, where there is no such generally accepted meaning, their ordinary meaning within the context of the Contract; and
(h) a “signature” may include a handwritten “wet ink” signature, a digital signature or any other electronic act indicating consent or acceptance including a typed-name, clicking a website button or incorporating a scanned manuscript signature into a document or email, and any reference to “sign” or “signed” shall be construed accordingly.