SafePlanet
SafePlanet
In the Contract:
“Additional Term” means the additional 12 month periods for which the Contract may be extended in accordance with clause 14.1.
“Affiliate” means in relation to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party from time to time.
“Application” means an application for assessment submitted by the Supplier in order to be awarded the Validation.
“Validation” means the status provided to the Supplier where it has been assessed by SafePlanet and has satisfactorily complied with the Validation Methodology.
“Validation Date” has the meaning given to it in clause 5.6.
“Validated List” means a Client’s Validated list of Members from time to time which for the avoidance of doubt will include details of a Supplier’s Validation.
“Validation Logo” means the seal of Validation logo owned by SafePlanet which is provided to Validated Members to prove their Validation including but not limited to the Validation certificate.
“Validated Member(s)” means a Supplier that is a current Member that has achieved and maintained Validation.
“Validation Methodology” means the assessment criteria (including but not limited to the measurement of carbon footprints), and process performed by SafePlanet to understand and validate, inter alia, the completeness, clarity, and consistency of the materials, data, and information supplied by the Supplier in connection with the Services (which for the avoidance is subject to clauses 2 and 5.9). ‘
“Authorised User” means an individual whom the Supplier has authorised to have access to the Systems and to whom a password has been issued for such purpose.
“Charges” means the charges for the Services as set or communicated by SafePlanet from time to time, including without limitation annual fees, Connection-based charges, deemed to satisfy charges (if applicable), expenses and other costs.
“Client” means a client who has signed up to receive the benefit of the SafePlanet Scheme and has identified the Supplier as a contractor of theirs.
“Client Portal” means the dashboard accessible by the Client to view a Supplier’s Validation status and carbon calculation which is provided by Planet First Limited, an Affiliate of SafePlanet.
“Supplier(s)” means the party who purchases or agrees to purchase the Services, subject always to clause 1.3.
“Supplier Portal” means the portal that the Supplier is given access to in order to be able to access the Systems to receive the Services.
“Conditions” means these terms and conditions of contract as amended in accordance with clause 15.11.
“Confidential Information” means in the case of either party all information (in any media) of a confidential nature disclosed by that party its employees, agents, consultants or subcontractors to the other including but not limited to all technical or commercial know-how, specifications, inventions, processes or initiatives.
““Connection” means a Client who has added the Supplier to its Validated List.
“Contract” means the contract between SafePlanet and the Supplier for the provision of the Services comprising these Conditions and the EULA.
“Documents” means any and all certificates, any form, drawings, specifications, technical know-how, plans, reports, models, presentation materials, brochures, guides, course notes, training materials promotional materials etc. prepared by or on behalf of SafePlanet.
“EULA” means the end user license agreement located on the Systems.
“Initial Term” means the minimum term of twelve (12) months commencing on the Membership Registration Date.
“IP” means any patents, patent applications, trademarks or trading names (in each case, whether or not registered), trade mark applications, know-how, design rights registered or unregistered (including registered design applications), confidential information, copyright, database rights and all other intellectual property rights including any rights analogous to the same subsisting anywhere in the world at any time.
“Member” means a Supplier who has achieved and who maintains Membership Status.
“Membership Registration Date” has the meaning given to it in clause 1.4.
“Membership Renewal Date” means the date that is 12 months after the Membership Registration Date or previous Membership Renewal Date.
“Membership Status” means the status provided to the Supplier once it has paid the Charges for the relevant year of the Term.
“Report(s)” any report produced by SafePlanet relating to the Services and provided to the Supplier.
“SafePlanet Scheme” means the SafePlanet scheme for the Validation of Suppliers in accordance with the Services.
“Services” means the provision of Membership Status under the SafePlanet Scheme, including: (a) the assessment of the Supplier’s carbon footprint; (b) the provision of Reports to the Supplier; and (c) the provision of, or access to, the Systems.
“Systems” means such on-line systems or portals as may be provided by SafePlanet as part of the Services in accordance with the Contract including the Supplier Portal, Client Portal, and/or such other systems notified to the Supplier by SafePlanet from time to time.
“Term” means the Initial Term plus any Additional Terms.
“Unauthorised User” means any (a) employee(s), agent(s) or independent contractor(s) of the Supplier; and/or (b) any other party under the Supplier’s control, who is not an Authorised User.
“Virus” means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
“Working Day(s)” means Monday to Friday (inclusive) excluding bank holidays and other days when clearing banks are not open for business in England and Wales.
All the provisions of the Contract between SafePlanet and the Supplier are contained in or referred to in these Conditions. In no circumstances shall any conditions of purchase submitted at any time by the Supplier be applied to the Contract, and any failure by SafePlanet to challenge any such terms and conditions does not imply acceptance of those terms and conditions.
For the avoidance of doubt, where a Supplier enters into these Conditions, the Contract must be between SafePlanet and such Supplier. A third party (including any consultant) cannot accept these Conditions on behalf of the Supplier.
The Contract shall commence, and a legally binding agreement will be entered into, on the earlier of: (a) the Supplier’s acceptance of these Conditions over the telephone, by email or online; (b) SafePlanet commencing the Services; (c) the Supplier’s access to Systems; or (d) the Supplier’s payment of the Charges (“Membership Registration Date”),
These Conditions shall apply to and be incorporated in the Contract and shall be in substitution for any ongoing arrangement made between SafePlanet and the Supplier and shall prevail over any terms or conditions contained in or referred to in any purchase order or other Supplier correspondence or elsewhere or implied by trade custom or practice or course of dealing relating to the Services. No addition to or variation of or exclusion or attempted exclusion of these Conditions shall be binding upon SafePlanet unless specifically agreed to in writing and signed by a duly authorised representative of SafePlanet.
During the Term, SafePlanet shall endeavour to supply the Services to the Supplier using reasonable care, skill, and diligence.
The Supplier shall use the Reports only insofar as is reasonably necessary to receive the benefit of the Services as set out under this Contract which includes, for the avoidance of doubt, the disclosing or sharing of Reports with Clients. The Services and Reports are provided on an “as is” and “as available” basis and are reliant on information supplied by the Supplier. SafePlanet does not provide any guarantee as to the accuracy of the materials and content included in the Reports and is under no obligation to ensure such materials are complete and/or up to date. SafePlanet accepts no liability for the incorrect provision of Services based on information provided by the Supplier in connection with the Contract.
No warranties are given as to the accuracy or completeness of the information contained within any Reports or whether such information is fit for a particular purpose or legally compliant. This responsibility lies solely with the Supplier, and SafePlanet accepts no liability in relation to the same.
No representations, conditions, warranties or other terms of any kind – express or implied – are given in respect of the Services and/or Reports and all implied terms and warranties are excluded to the fullest extent possible.
In the event that the Supplier fails to notify SafePlanet of any problem or concern within five (5) Working Days of SafePlanet carrying out the Services then the Supplier shall be deemed to have accepted the same.
In the first Contract year, the Supplier shall pay the Charges so that SafePlanet has received such Charges in full and cleared funds on:
the Membership Registration Date, where the Supplier is paying by credit or debit card; or
the day that is no later than seven days after the Membership Registration Date, where the Supplier is paying by BACS,
and in subsequent Contract years, the Supplier shall pay the Charges so that SafePlanet has received such Charges in full and cleared funds on or before each Membership Renewal Date that the Contract remains in force pursuant to clause 14.1. All Charges are net of Value Added Tax (VAT) which the Supplier shall pay to SafePlanet (at the prevailing rate) upon receipt of a valid VAT invoice. Time for payment shall be of the essence. The Supplier is responsible for providing complete and accurate billing and contact information to SafePlanet and notifying SafePlanet of any changes to such information.
Subject always to clause 3.3, SafePlanet reserves the right to carry out an annual review of the Charges at any time provided that such review of the Charges shall not take effect until the next Membership Renewal Date. SafePlanet shall notify the Supplier of any changes to the Charges at least 30 days prior to the Membership Renewal Date.
At any time during the Term SafePlanet reserves the right to increase the Charges in line with the then current pricing model to reflect any change in the number of the Supplier’s employees or Connections. Where such amendment results in an increase to the Charges, the Supplier shall pay for such Charges specified in an invoice within 30 days of the date of notification. Where the Supplier fails to pay such invoice on time, SafePlanet shall be entitled to invoke its rights under clause 3.4 and/or clause 3.5.
Notwithstanding any other terms of the Contract, SafePlanet may immediately withhold or suspend the provision of the Services, in addition to any other remedy available to SafePlanet, if the Supplier has failed to pay the Charges in accordance with the Contract until payment has been made in full.
If the Supplier fails to make any payment due to SafePlanet under the Contract by the due date for payment, then, without limiting SafePlanet’s remedies under clause 3.4, the Supplier shall pay interest on the overdue amount at the rate of 4% per annum above Bank of England’s base rate from time to time but at 4% a year for any period when that base rate is below 0%. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Supplier shall pay the interest together with the overdue amount.
All payments to be made by the Supplier under the Contract will be made in full without any set-off, restriction or condition and without any deduction for or on account of any counterclaim.
All Charges paid in accordance with the Contract are non-cancellable and non-refundable. For the avoidance of doubt, this includes where the Contract is terminated in accordance with clause 14.
The Supplier shall:
ensure prompt provision of resources, including decisions, information, data, documentation and access required to enable SafePlanet and its agents and employees to provide the Services and prepare Reports in accordance with the Contract;
not use any SafePlanet logo without the prior written consent of SafePlanet or be in the breach of the obligations set out in clause 8.1.
provide full and accurate details of the number of employees it has (in order to enable SafePlanet to confirm the Charges in accordance with clause 3.3) and promptly provide SafePlanet with any updates including but not limited to increases in the number of employees.
be responsible for the completeness, accuracy and legality of all information from time to time provided to SafePlanet (whether as part of the Application or otherwise), ensure that none of it infringes the IP of or defames any third party and indemnify and keep SafePlanet indemnified accordingly in respect of any third party intellectual property or defamation claims; and
not do anything to bring the reputation of SafePlanet and/or the SafePlanet Scheme into damage or disrepute.
Where SafePlanet is providing Systems in accordance with the Contract, the Supplier shall and shall procure that any Authorised Users
operate any relevant Systems only in accordance with SafePlanet’s and/or any relevant licensor of the Systems’ instructions and shall ensure that no modifications are made to any such Systems;
agree to the terms of the EULA; and
supply to SafePlanet a list of its Authorised Users promptly upon request; and issue to each of its Authorised Users the password from time to time provided by SafePlanet.
The Supplier shall ensure that it keeps an up to date list of all Authorised Users with access to the Systems at any given time. The Supplier shall ensure that each Authorised User keeps his or her username and password confidential and does not at any time share any access details to the Systems with any other person. The Supplier shall immediately inform SafePlanet when individual Authorised Users no longer require access to the Systems.
The Supplier shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Systems and/or the Documents and, in the event of any such unauthorised access or use, promptly notify SafePlanet. The Supplier shall ensure that no Viruses are introduced into any such Systems. Without prejudice to any rights or remedies which may be available to SafePlanet, if any Viruses are transmitted or introduced into the Systems or any IT system used by SafePlanet in relation to the Services by (a) the Supplier; or (b) any Authorised User; or (c) any Unauthorised User, the Supplier shall promptly notify SafePlanet and, unless otherwise directed by SafePlanet, shall take any such action at its own cost as is reasonably necessary to eliminate such Viruses and/or ameliorate their effect.
In respect of the use of any relevant Systems, the Supplier shall comply with generally accepted principles of internet usage and ensure that:
such relevant Systems are not used fraudulently, in connection with any criminal offence, or otherwise unlawfully or to send or receive any information or material which is offensive, abusive, indecent, defamatory, obscene or menacing, or in breach of confidence, copyright, privacy or any other rights, or to send or provide unsolicited advertising or promotional material;
no attempt is made to reproduce, copy, adapt, decompile, disassemble, modify, reverse engineer or make error connections to the Systems in whole or in part; and
Authorised Users shall comply with the terms of the EULA.
The Supplier acknowledges and accepts that SafePlanet may be required by law to monitor website and/or Systems content and traffic and, if necessary, give evidence of the same together with use of log-on identification to support or defend any dispute or actionable cause.
SafePlanet does not guarantee that access to the Systems shall be uninterrupted, or that the Systems shall be error or virus free, and excludes any liability in relation to the same. SafePlanet reserves the right to undertake maintenance or emergency works to the Systems from time to time and where the need arises, suspend or close the Supplier’s access to the Systems.
SafePlanet does not provide any guarantee as to the accuracy of the materials and content included on the Systems from time to time, and is under no obligation to ensure such materials are up to date.
On the Membership Registration Date, the Supplier shall achieve Membership Status. Once the Supplier has Membership Status, the Supplier shall submit an Application by completing the SafePlanet assessment questionnaire and all necessary supporting documentation to SafePlanet via the Systems or by email.
Once the Application is received by SafePlanet, it is assessed by SafePlanet operatives in accordance with the Validation Methodology as set out in the SafePlanet Scheme.
Subject to the Supplier remaining a Member (by ensuring payment of the Charges when due), the assessment process remains active until the Application is deemed by SafePlanet to be either: (i) successful and Validation is awarded; or (ii) incomplete and Validation has been rejected. For the avoidance of doubt, SafePlanet may request further information or clarification where a submission is incomplete, invalid, or unclear. In the event that the Supplier is unable to provide sufficient information in accordance with the Validation Methodology, Validation may be rejected.
All information submitted as part of an Application must be in English. SafePlanet reserves the right to reject any information submitted in another language. For the avoidance of doubt, where the Supplier is unable to provide a copy of a particular document requested by SafePlanet, SafePlanet shall record that no such document was provided.
Where an Application is unsuccessful, feedback is provided to the Supplier identifying incomplete areas of the SafePlanet Scheme together with recommendations of actions required to achieve Validation.
Validation is awarded on the date that the assessor is satisfied that the Validation Methodology is complete in accordance with this clause 5 (“Validation Date”) and is subject to the Supplier’s compliance with clause 8.1. Validation relates to the relevant reporting period within which the information and data relates to. SafePlanet has discretion to award an Validation for an alternative period in certain circumstances.
Where the Supplier has existing carbon emissions calculations or assessments prepared by a third party, SafePlanet and/or its Affiliate shall review such information in accordance with the Validation Methodology. If, in SafePlanet’s sole discretion, the information is satisfactory, SafePlanet may consider it to be adequate (‘deemed to satisfy’) for the Validation Methodology and may award Validation on that basis. The Supplier warrants and represents that it shall:
comply fully with clause 10.4 in connection with this clause 5.7; and
not infringe or misrepresent the rights or IP of any third party by providing any data, materials, or information in accordance with this clause 5.7.
On renewal of any Validation the Supplier shall be assessed against the then current Validation Methodology.
The Validation Methodology is set by SafePlanet’s and/or its Affiliates’ technical Validation team and at SafePlanet’s (or its Affiliates’) option in conjunction with external specialists and Clients (where deemed appropriate). SafePlanet reserves the right to amend the Validation Methodology at any time to ensure that they remain appropriate, continue to meet legislative and industry best practice requirements, and reflect Client needs.
The Supplier warrants to SafePlanet that:
all information and supporting documents provided to SafePlanet (whether during the Application process or otherwise) are true, complete and accurate;
all information that is material to the Validation has been provided;
all information is provided with the full authority and consent of the Supplier (or relevant employee(s), where applicable),
and SafePlanet shall not be liable to the Supplier or any third party reliant on any information supplied by the Supplier which proves to be incorrect or fraudulent or in breach of the above warranties.
The Supplier shall indemnify and keep indemnified SafePlanet in full and hold it harmless on demand from and against any claims, losses, costs, fines or damages suffered or incurred by SafePlanet or for which SafePlanet may become liable arising out of or in connection with any breach of this clause 5 by the Supplier.
During any period where the Supplier holds Membership Status but is not an Validated Member, it shall not be permitted to pass itself off, or hold itself out as being an Validated Member.
SafePlanet reserves the right to modify, adjust, suspend or cancel an Validation (without refund) upon receipt of additional relevant information (from any source) that may be seen to affect the Validation, and reserves the right to charge additional fees for reassessing or revalidating an Application or reviewing a new Application following receipt of additional information (provided this shall always be agreed in advance with the Supplier).
Upon Validation, the Supplier may be added to an Validated List via a Connection. Access onto an Validated List is at the sole discretion of the Client and/or SafePlanet and SafePlanet has full discretion to:
refuse the Supplier access to an Validated List;
add the Supplier to an Validated List;
suspend the Supplier’s access to an Validated List;
remove the Supplier from an Validated List;
limit the total number of Suppliers on an Validated List;
limit the number of work categories on an Validated List;
set specific criteria for inclusion on an Validated List; and/or
close any Validated List,
and SafePlanet shall not be under any obligation to inform the Supplier of the Client’s decision to enforce any of the stipulations set out above.
Membership Status shall be renewable on an annual basis and may be extended in accordance with clause 14.1. If the payment of the Charges is not received by the Membership Renewal Date, then without limiting any other rights or remedies available to SafePlanet herein, SafePlanet reserves the right to suspend visibility of the Supplier from the Systems.
Validation shall be renewable on an annual basis subject to the Supplier maintaining its Membership Status in accordance with clause 7.1 and to the Supplier submitting all required documents to SafePlanet in good time to allow SafePlanet to respond in accordance with the SafePlanet Scheme. SafePlanet shall carry out an annual review following the end of the relevant reporting period to re-perform the Validation Methodology for the upcoming reporting period. Upon satisfactory reassessment, the Validation shall be extended for the upcoming reporting period from the date the reassessment is Validated. The annual review date of the Validation may not coincide with the annual renewal date of Membership Status.
The Supplier’s failure to comply with any of the following may result in the Supplier’s removal or suspension from the SafePlanet Scheme:
pay all Charges on time (including any Charges payable where the Contract is extended in accordance with clause 14.1);
ensure that falsified or fraudulent documentation or information is not provided as part of any Application;
fully co-operate with SafePlanet with regards to the provision of any aspect of the Services. SafePlanet retains the absolute right to determine, to its own satisfaction and in its sole discretion, whether the Supplier has complied with this clause 8.1.3; and
not carry out any act or omission which may bring SafePlanet and/or the SafePlanet Scheme into disrepute.
Where the Supplier fails to achieve Validation, or where SafePlanet removes or suspends the Supplier from the SafePlanet Scheme, SafePlanet may provide reasons for this together with any evidence to any Client in respect of whom the Supplier is on, or due to be added to, their Validated List, and the Supplier consents to any such information being provided to any Client in accordance with this clause 8.2.
SafePlanet reserves the right to suspend or remove the Supplier from the SafePlanet Scheme, without refund, should it be deemed necessary to protect the SafePlanet Scheme, the Supplier or any Client.
Where the Supplier is suspended or removed from the SafePlanet Scheme, SafePlanet reserves the right to state a time frame within which new Applications by that Supplier may not be submitted.
Title to the Systems, Services, and any Reports shall remain vested in SafePlanet at all times.
SafePlanet reserves the right to remove access to the Systems for any reason at any time.
In this clause:
‘personal data’, ‘data controller’, ‘data processor’, ‘data subject’ and ‘process’ or ‘processing’ each have the same meaning as used in the Data Protection Laws;
‘Supplier Personal Data’ means any and all personal data which is provided by or on behalf of the Supplier to SafePlanet and/or an Affiliate of SafePlanet or which is otherwise processed by SafePlanet and/or an Affiliate of SafePlanet as a result of or in connection with the provision of the Services;
‘Data Protection Laws’ means the Data Protection Act 2018, the Privacy and Electronic Communications (EC Directive) Regulations 2003, the UK GDPR (as such term is defined by section 3(10) of the Data Protection Act 2018 (and supplemented by section 210(4) of the Data Protection Act 2018), together with any and all other laws, regulations or other statutory instruments relating to the protection of personal data applicable to SafePlanet and/or an Affiliate of SafePlanet and/or the Supplier in any relevant jurisdiction.
The parties agree that, with respect to the parties’ rights and obligations under the Contract and with respect to any Supplier Personal Data, the Supplier and SafePlanet shall each be a separate and independent data controller and the parties shall each comply with all applicable obligations under the Data Protection Laws.
Neither party shall do, fail to do or permit to be done, anything that causes the other party to be in breach of their respective obligations under the Data Protection Laws.
The Supplier is solely responsible for establishing the lawful basis for the processing of all Supplier Personal Data by SafePlanet and its Affiliates under the Contract, including but not limited to, the sharing of Supplier Personal Data with SafePlanet and its Affiliates as referenced in clause 10.6 and providing where requested by SafePlanet a copy of the SafePlanet privacy policy and where applicable, the obtaining of all necessary consents from data subjects. For the avoidance of doubt, the Supplier shall be solely and fully responsible for any Supplier Personal Data or other data, materials, and information supplied in accordance with clause 5.7.
To the extent that the Supplier Personal Data includes personal data relating to data subjects other than the Supplier (for example but without limitation where the data subject is an employee of the Supplier), the Supplier shall ensure that it meets all the transparency related obligations including by giving data subjects appropriate privacy notices in relation to the processing of contractor personal data by SafePlanet. You can find the SafePlanet privacy policy here: https://www.alcumus.com/en-gb/privacy-policy.
The Supplier acknowledges that SafePlanet will process and share Supplier Personal Data including but not limited to the output of the Report with:
its Affiliates as is solely necessary for the provision of the Services; and
Clients and clients or customers of Affiliates as may be necessary for the provision of the Services, whether or not they are Connections,
and that it shall fully comply with clause 10.5 in this regard.
SafePlanet may collect, combine, anonymise and aggregate data derived from the Supplier’s use of the Services. SafePlanet may use such aggregated and/or anonymised data for any lawful business purpose, including improving the Services, developing analytics, insights, benchmarks and reports, and creating or enhancing related tools and models including by sharing such data with its Affiliates.
SafePlanet may use artificial intelligence (“AI”) software, tools or technology (including generative AI) to analyse, gain insights or make predictions from, process or store any information and data provided by the Supplier, including to improve the Services and to inform decision-making regarding the parties’ commercial relationship, and may share such information and data with its Affiliates and third party providers of AI for such purposes, and the results of any such use shall, as between the parties, be solely owned by SafePlanet.
The Supplier shall indemnify and keep indemnified SafePlanet in full and hold it harmless on demand from and against any claims, losses, costs, fines or damages suffered or incurred by SafePlanet or for which SafePlanet may become liable arising out of or in connection with any breach of this clause 10 by the Supplier.
SafePlanet shall retain all IP relating to the Services and in any and all Systems, Reports, Documents, Validation Logo or any other systems, methods, material and items created by or on behalf of SafePlanet whether specifically for the purposes of the Contract or otherwise.
SafePlanet hereby grants the Supplier a royalty-free, non-exclusive, non-transferable, non-sublicensable and revocable licence to use the Systems, Validation Logo, and Documents for the sole purpose of receiving the Services for the duration of the Term. Subject to the Supplier’s strict adherence to these Conditions, SafePlanet grants the Supplier a royalty-free, non-exclusive, non transferable, non-sublicensable, revocable, and perpetual licence to use the Reports in accordance with clause 2.2 following the expiry or termination of the Contract.
The Supplier hereby grants SafePlanet a royalty-free, non-exclusive and irrevocable licence to copy and use any documents or information provided by the Supplier for all reasonable purposes related to the Services and to make such documents or information available to its Affiliates and/or any Client upon request by the Client.
The Supplier shall not use the Services, Systems, Reports, Documents or any deliverables resulting from the Services for any purpose whatsoever other than for the purpose for which they were originally provided (which shall be determined by reference to the purposes for which they were prepared)..
The Supplier hereby agrees to fully indemnify and hold SafePlanet harmless in respect of any third party claims brought against SafePlanet as a result of or relating to the use of any IP provided by the Supplier to SafePlanet under the Contract.
The Supplier shall not be entitled to rely on the content of the Documents, assessments or any other deliverables or information provided by SafePlanet during the Contract outside of the Term of the Contract or for any reason during the Term other than for its own usual business purposes and/or the purpose for which they were originally provided. SafePlanet accepts no liability for use of the Documents, assessments and any other information provided to the Supplier other than during the Term. For the avoidance of doubt, the Supplier shall not be entitled to sell, derive any commercial benefit or otherwise provide the benefit of Documents, Reports, Systems, assessments or other information, IP, and/or deliverables provided by SafePlanet to the Supplier or via the Systems to any third party. Notwithstanding the foregoing, the Supplier may use the Reports and deliverables provided by SafePlanet for the purpose of obtaining or retaining business from Clients and prospective customers provided that the Supplier shall not sell or license the Reports or deliverables to any third parties. Nothing in this clause 11.6 shall affect the Supplier’s ongoing rights to use the Reports in accordance with clause 11.2.
In the event that there is an actual, alleged or threatened breach of any third party’s intellectual property rights arising out of the Supplier’s use of the Systems, SafePlanet may procure the right for the Supplier to continue using the Systems, replace or modify the Systems so that they become non-infringing or, if such remedies are not reasonably available, withdraw the Supplier’s access to the Systems without any additional liability or obligation to pay liquidated damages or other additional costs to the Supplier.
Subject to clause 12.3 and notwithstanding clause 12.2, SafePlanet’s maximum total liability under or arising out of or in connection with the Contract shall not exceed the total value of the Charges paid by the Supplier in the year during which the claim arose or such pro-rated amount should the claim arise during the first year of the Term.
Subject to clause 12.3, SafePlanet shall not in any circumstances have any liability (whether direct or indirect) for: (i) loss of business or business opportunity; (ii) loss of revenue; (iii) loss of profits; (iv) loss of anticipated savings; (v) loss of or damage to data; (vi) loss of goodwill or injury to reputation; (vii) any third party claims; (viii) loss which could have been avoided by the Supplier through reasonable conduct or by the Supplier taking reasonable precautions; (ix) loss due to the Systems’ downtime for maintenance or in the case of emergencies; (x) any consequential or indirect loss; or (xi) any loss, damage, or claim suffered or incurred by the Supplier in connection with the contents of a Report.
Nothing in the Contract seeks to exclude or limit any liability of either party for death or personal injury caused by its negligence or for its fraudulent misrepresentation.
The Supplier hereby acknowledges and agrees that the limitations of liability referred to in clause 12.1 and 12.2 are fair and reasonable.
Save as required by law and save as may otherwise be set out in the Contract, SafePlanet disclaims and the Supplier waives all other warranties, express or implied, with respect to the Services, arising by law or otherwise, including, without limitation, any implied warranty of satisfactory quality, fitness for a particular purpose and any obligation, liability, right, remedy or claim in tort.
Each party shall keep in strict confidence and treat the other party’s Confidential Information as confidential and to use it only for the purposes of the Contract (including for the avoidance of doubt for SafePlanet to share all or part of such Confidential Information with the third parties set out in clause 10.6 and/or with any Client). The obligations of confidentiality in this clause 13.1 shall not apply where: (i) such information is generally available to the public; (ii) to the extent that disclosure of information is required to be made by law; or iii) information is developed independently without reference to the Confidential Information. For the avoidance of doubt, where the recipient of the Confidential Information under this Contract is required by law to release such Confidential Information to a third party, the recipient shall, unless prohibited by law, notify the discloser of any of its Confidential Information that is being released.
Each party agrees that this obligation shall continue in force without limitation in point of time notwithstanding the termination or expiry of the Contract for any reason but shall cease to apply to information from the point at which it enters into the public domain by means other than a breach of clause 13.1 and shall also cease to apply to information which is received independently from another source without the imposition of any duty of confidence.
SafePlanet may make documents or information provided by the Supplier to SafePlanet under this Contract available to the Client upon request by the Client.
The Supplier acknowledges and accepts that the data entered into the Systems including but not limited to any Reports or outputs of the emissions calculation may be visible to Clients.
The Contract shall commence on the Membership Registration Date and shall remain in force for the Initial Term (unless terminated earlier in accordance with clause 14.3) and thereafter may, upon the agreement of both parties, roll forward for further Additional Terms. SafePlanet may, upon providing prior written notice to the Supplier, amend the terms of the Contract,
Either party may terminate the Contract (or part thereof) at any time by providing the other party with not less than 30 days’ written notice such notice to expire no earlier than the date of expiry of the Initial Term or the then current Additional Term. For the avoidance of doubt, the Supplier shall not be entitled to reimbursement of any Charges paid in advance where the Contract is terminated in accordance with this clause 14, and all Charges paid are non-refundable
Either party may terminate the Contract forthwith by notice to the other party without liability to such party if:
the other party is in material breach of the Contract which breach is not capable of remedy or, if capable of remedy, is not remedied within 14 days of notification of the breach and requiring its remedy; or
the other party has had a trustee, receiver, administrative receiver or similar official appointed over a material part of its business or assets; or an order has been made or a resolution passed for the other party’s winding up (otherwise than for the purpose of a bona fide scheme of arrangement or solvent amalgamation or reconstruction) or an administration order has been made; or a proposal has been made in respect of the other party for a voluntary arrangement within Part 1 of the Insolvency Act 1986 or for any other composition scheme of arrangement with (or assignment for the benefit of) its creditors; or the other party ceases to trade or is unable to pay its debts as and when they fall due; or any other analogous event occurs in any other jurisdiction;
the other party ceases or threatens to cease trading; or
the other party fails to make any payment in accordance with the terms of the Contract.
SafePlanet may terminate the Contract immediately forthwith by notice to the Supplier without liability if the Supplier fails to comply with any of the obligations in clause 8.1.
Upon termination of the Contract howsoever occurring:
the Supplier’s right to access and/or use the Systems shall cease immediately; and
the Supplier shall return or dispose any of SafePlanet’s Confidential Information and all copies thereof in accordance with SafePlanet’s instructions;
Termination of the Contract for any reason shall be without prejudice to any rights of either party which may have accrued up to the date of termination.
Clauses 4, 9, 10.9, 11, 12, 13, 14.5, 14.7, and 15 shall survive termination.
The Contract contains the entire understanding between the parties in connection with the matters herein contained and supersedes any previous agreements statements or undertakings (whether written, oral or implied) relating to the subject matter of the Contract. The parties acknowledge that in entering into the Contract neither has relied on any oral or written representation or undertaking by the other except as expressly incorporated in the Contract. Nothing in this clause 15.1 shall exclude any liability in respect of misrepresentations made fraudulently.
A waiver by either party of any right under the Contract, or of any failure to perform or breach hereof by either party, shall not constitute or be deemed to be a waiver of any other or future right hereunder or of any other failure to perform or breach hereof, whether of a similar or dissimilar nature.
Each provision of the Contract is severable and distinct from the others and if any provision is or at ay time becomes to any extent or in any circumstances invalid, illegal or unenforceable for any reason, it shall to that extent or in those circumstances be deemed not to form part of the Contract, but the validity, legality and enforceability of all other provision of the Contract shall not otherwise be affected or impaired, it being the parties intention that every provision of the Contract shall be and remain valid and enforceable to the fullest extent permitted by law.
In performing its obligations under the Contract, each party shall procure (and shall procure that each of its Affiliates) complies with the terms of the Modern Slavery Act 2015.
Nothing in this Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
This Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
The Supplier shall not assign the Contract in whole or in part without the prior Validation of SafePlanet (such Validation not to be unreasonably withheld or delayed). SafePlanet shall be entitled to assign the Contract in whole or in part at any time without consent.
Both parties shall comply, and shall ensure that each of their subcontractors, agents and personnel comply, with any relevant and applicable anti-bribery and corruption laws, regulations and/or directives related to the provision and receipt of the Services.
The Supplier agrees that it shall not at any time during the Term or for 6 months thereafter, without the prior written consent of SafePlanet, directly or indirectly solicit, induce or entice away from SafePlanet or employ, engage or appoint in any way cause to be employed, engaged or appointed any employee, agent or sub-contractor of SafePlanet to perform services substantially similar to the Services.
Neither party shall have any liability to the other party if it is prevented from, or delayed in performing, its obligations under the Contract, or from carrying on its business by any event(s) or combination of events where such event(s) arises from, or is attributable to acts, events, omissions or accidents beyond the reasonable control of the relevant party including, but not limited to, acts of God, terrorism, war or flood, epidemic or pandemic, any law or action taken by a government or public authority, including imposing an export or import restriction, quota, or prohibition that affects the provision of the Services, cyber attach, any labour or trade dispute, strikes, industrial action or lockouts, or change in governmental or legislative (“Force Majeure Event”). In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed due to the Force Majeure Event.
SafePlanet may vary these Conditions from time to time on giving the Supplier at least 30 days’ notice in writing. In the event that SafePlanet vary the Conditions to allow for the automatic renewal of either the Initial Term or subsequent Additional Term for further additional terms, the Supplier shall be entitled to terminate the Contract in accordance with clause 14.2. In the event that the Supplier does not object or terminate the Contract following such variation, the Supplier shall be deemed to have accepted the variation and shall be bound to the Contract upon renewal. For the avoidance of doubt, the Charges shall not be refundable.
Notice given to a party under or in connection with this agreement shall be in writing. Any notice shall be deemed to have been received:
if delivered by hand, at the time the notice is left at the proper address;
if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second business day after posting; or
if sent by email, at the time of transmission, or, if this time falls outside of the party’s ordinary working hours, the time at which the party’s business resumes,
this clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
Each provision of the Contract is severable and distinct from the others and if any provision is or at any time becomes to any extent or in any circumstances invalid, illegal or unenforceable for any reason, it shall to that extent or in those circumstances be deemed not to form part of the Contract, but the validity, legality and enforceability of all other provision of the Contract shall not otherwise be affected or impaired, it being the parties intention that every provision of the Contract shall be and remain valid and enforceable to the fullest extent permitted by law.
The Contract, including any non-contractual disputes or claims, shall be governed by and construed in accordance with the laws of England and Wales and the parties hereby submit to the exclusive jurisdiction of the English and Welsh courts.