These terms and conditions contain
the contractual terms on which the application service provider, Firesafeguard Limited,
a company registered in England with company no. 03432068 of 5 Lords Court, Cricketers
Way, Basildon, Essex SS13 1SS ("Firesafeguard") offers access to and use of the
Web Application (as defined below) via the Website (as defined below) to the person
or organization subscribing to use the Web Application (the "Subscriber"). The Subscriber
must click to accept these terms and conditions before subscribing to the Web Application
and these terms and conditions will be legally binding on the Subscriber.
1. Defined Terms
1.1. In this Agreement, the following terms have the following meanings:
"Additional Data Fee" Firesafeguard's standard fee for providing
additional data memory over 50MB in relation to the Web Application for a single
Subscription Period as set out on the Website and as may be increased in accordance
with clause 4.8;
"Subscriber's Data" any data input by the Subscriber into the Web
Application and stored in the Web Application;
"Fee" Firesafeguard's standard subscription fee for access to and
use of the Web Application via the Website with data memory of up to 50MB for a
single Subscription Period as set out on the Website and as may be increased in
accordance with clause 4.8;
"IPR" all patents, trade marks, service marks, copyright, design
right, database rights and other intellectual property rights whether registered
or unregistered anywhere in the World;
"Login" a master login username and password created by Firesafeguard
allowing the Subscriber secure user access to the Web Application;
"MC+Co" M C Creative & Production Limited, a company registered
in England with company no. 03727771 of 2nd Floor, Abbey Rose House, 181 High Street,
Ongar, Essex CM5 9JG;
"Order" the Subscriber's order requesting access to and use of
the Web Application submitted by the Subscriber to Firesafeguard;
"Subscription Period" a period of 12 months;
"System Requirement" minimum operating system requirements necessary
to access and use the Web Application as set out on the Website;
"Web Application" the computer software application and associated
functionality providing a service for carrying out fire risk assessments online
and access to a central application to store and manage records, documents and activities
required for fire risk assessments and associated regulatory compliance, entitled
FIREINTELLIGENCE and accessible on subscription via the Website;
"Website" the FIREINTELLIGENCE website located at FireIntelligence.net
or such other domains through which the Web Application is accessible.
2. MC+Co
2.1. The back-end application source code and compiled software code comprised in
the Web Application is owned in accordance with clause 10 by MC+Co and is licensed
to Firesafeguard by MC+Co which includes the right for Firesafeguard to sub-license
use of such software for use by end-users.
2.2. The Subscriber acknowledges and accepts that in the event that the licence
granted to Firesafeguard by MC+Co for any reason terminates, this Agreement will
automatically be deemed to terminate and the Subscriber's Login will be invalidated.
2.3. The terms of this Agreement will be enforceable by MC+Co as though MC+Co were
a party to this Agreement.
3. Order and Access to the Web Application
3.1. The Subscriber must place an Order with Firesafeguard to request access to
and use of the Web Application by completing Firesafeguard's standard Order form
for this purpose and submitting it to Firesafeguard. The Subscriber must ensure
that all information in the Order is complete and accurate.
3.2. No Order will be validly submitted other than using Firesafeguard's standard
Order form. Conditions purportedly stipulated by the Subscriber on such Order form
or elsewhere will be void. No Order will be accepted by Firesafeguard other than
by Firesafeguard providing a Login to the Subscriber.
3.3. The Subscriber must re-confirm its acceptance of this Agreement on first use
of its Login and first access to the Web Application.
3.4. In the event that the Subscriber cancels its subscription to the Web Application
in accordance with clause 6, the Subscriber's Login will be automatically invalidated
by Firesafeguard and this Agreement will immediately terminate.
4. Fee, Additional Data Fee and Payment
4.1. Upon submission of the Order, the Subscriber will be required to provide payment
details for payment of the relevant Fee and any Additional Data Fee payable in accordance
with this Agreement. Payment is only accepted by Firesafeguard via such methods
notified on the Website or Order form.
4.2. The initial Fee for access to the Web Application will be payable in full,
in advance and a Login will not be provided to the Subscriber until the initial
Fee has been received in cleared funds by Firesafeguard.
4.3. In the event that the Subscriber requests additional data memory in relation
to the Web Application, the Additional Data Fee will be payable in full, in advance
and such additional data memory will not be provided in relation to the Web Application
subscribed to by the Subscriber until confirmation of receipt of the Additional
Data Fee in cleared funds has been received by Firesafeguard.
4.4. At the end of the initial Subscription Period and at the end of each subsequent
Subscription Period whilst this Agreement remains in force in accordance with the
renewal provision in clause 11.1 below, Firesafeguard will invoice the Subscriber
for a further Fee and (where applicable) Additional Data Fee relating to the next
Subscription Period unless the Subscriber cancels their subscription in accordance
with clause 6.
4.5. The Subscriber agrees to pay all valid invoices issued to the Subscriber by
Firesafeguard in accordance with clause 4.4 above within 30 days of receipt, and
in the event of late payment Firesafeguard will be entitled to charge the Subscriber
interest at the rate of 4% above Bank of England base rate in force from the due
date until the date of actual payment. Furthermore, Firesafeguard at its discretion,
in consultation with MC+Co, may suspend the Subscriber's Login in the event that
the Subscriber fails to pay any valid invoice issued under this Agreement until
such invoice(s) is paid in full.
4.6. All payments due under this Agreement are exclusive of VAT which, if payable,
will be paid on presentation of an appropriate VAT invoice.
4.7. All payments paid and payable under this Agreement will be non-refundable.
4.8. Firesafeguard may at its discretion, in consultation with MC+Co, increase the
Fee and Additional Data Fee by updating the Fee and Additional Data Fee set out
on the Website, which will apply to the following Subscription Period and will not
apply retrospectively.
5. Licence
5.1. In consideration of payment by the Subscriber to Firesafeguard of the relevant
Fee and (where applicable) Additional Data Fee in accordance with clause 4 above,
Firesafeguard hereby grants to the Subscriber a non-exclusive licence to access
and use the Web Application using secure Login access via the Website strictly as
follows:
5.1.1. the Subscriber may populate their Login protected area of the Web Application
with the Subscriber's Data up to the data memory limit according to the relevant
Fee and (where applicable) Additional Data Fee paid by the Subscriber;
5.1.2. use the Web Application in relation to the Subscriber's Data for the Subscription
Period, and such further renewed Subscription Periods by which this Agreement is
extended in accordance with clause 11.1.
5.2. Subject to the terms of this Agreement, this Agreement does not permit the
Subscriber to access and use the Web Application for any illegal purpose and the
Subscriber acknowledges and agrees that the Subscriber will not, nor attempt to,
reverse engineer, decompile, disassemble, adapt, modify, merge or translate the
Web Application or any part of it save as applicable by law.
6. Cancellation
6.1. The Subscriber may cancel this Agreement at any time during the subsistence
of this Agreement on 30 days notice in writing to Firesafeguard, subject that if
the Subscriber cancels this Agreement less than 30 days before the end of the then
current Subscription Period, the Fee and Additional Data Fee (if any) for the next
Subscription Period will still be payable by the Subscriber to Firesafeguard and
will be invoiced to the Subscriber by Firesafeguard accordingly.
6.2. In the event of cancellation of this Agreement in accordance with clause 6.1
above, or termination of this Agreement in accordance with clause 11 below:
6.2.1. any Fee and (where applicable) Additional Data Fee paid by the Subscriber
under this Agreement will be non-refundable;
6.2.2. this Agreement will be deemed to immediately terminate on the expiry of the
relevant 30 days notice period (if required); and
6.2.3. the Subscriber's Login will be invalidated on such cancellation or termination.
6.3. In order to request cancellation of this Agreement the Subscriber must send
an e-mail to [ cancellations@FireIntelligence.net ] quoting any relevant Order reference
number provided to the Subscriber by Firesafeguard with the Subscriber's Login and
indicating clearly that the Subscriber wishes for their subscription to the Web
Application under this Agreement to be cancelled.
7. Limited Warranty
7.1. Firesafeguard and MC+Co warrant only that they will use their reasonable endeavours
to ensure that:
7.1.1. the Web Application will function reasonably satisfactorily if used correctly
by the Subscriber in accordance with the System Requirements and in line with any
instructions provided by Firesafeguard or MC+Co; and
7.1.2. the information contained in the Web Application has been compiled in accordance
with best practice in the industry, BUT neither by this Agreement or otherwise does
Firesafeguard or MC+Co warrant that the Web Application will contain accurate or
up to date information or that the Web Application will be uninterrupted or error
free or that errors can be corrected.
7.2. In no circumstances will Firesafeguard or MC+Co be liable to the Subscriber
for:
7.2.1. any inaccuracy in the information contained in the Web Application;
7.2.2. any failure of the Web Application to perform in accordance with its specification
set out on the Website;
7.2.3. any loss or damage to data (including the Subscriber's Data) caused by the
Web Application; or
7.2.4. any downtime of the Website or impeded access to the Web Application for
any reason which may occur from time to time.
7.3. Additionally, the Subscriber acknowledges that whilst the Web Application may
be used in combination with third party hardware and software, Firesafeguard and
MC+Co bear no liability, howsoever arising, for any loss, damage or costs that arise
from a failure of the Web Application to integrate with such third party software.
8. Limitation of Liability
8.1. The Subscriber acknowledges that the following provisions reflect a fair allocation
of risk. This Agreement sets out the entire liability to the Subscriber of both
Firesafeguard and MC+Co and all other liability of Firesafeguard and MC+Co to the
Subscriber is hereby excluded, subject that nothing will exclude or restrict either
Firesafeguard's or MC+Co's liability for fraudulent misrepresentation and/or for
death or personal injury to the extent that it results from their negligence.
8.2. The Subscriber accesses and uses the Web Application at the Subscriber's own
risk and in no event will Firesafeguard or MC+Co be liable to the Subscriber whether
in contract, tort, by statute or otherwise in respect of any loss or damage of any
kind including special, indirect, incidental or economic loss including but not
limited to loss of data (including the Subscriber's Data), loss of business, loss
of profits, loss of goodwill or other consequential losses arising out of or in
connection with the Web Application or from errors or deficiencies in the Web Application
whether caused by negligence or otherwise.
8.3. The Subscriber agrees that Firesafeguard's and MC+Co's total liability under
this Agreement relating to the Web Application will not exceed the amount of the
Fee and Additional Data Fee (if any) paid by the Subscriber to Firesafeguard for
access to the Web Application, including where such liability arises out of Firesafeguard's
and/ or MC+Co's negligence.
9. Unpredictable Nature of the Internet and Maintenance
9.1. The Subscriber acknowledges and accepts that:
9.1.1. neither Firesafeguard nor MC+Co have any control over the Internet which
is a global, decentralised network of computer systems. Access to the Website and
Web Application will, therefore, not be error free or uninterrupted and may be very
variable; and
9.1.2. data, information, software and other material accessible over the Internet
via the Website may contain viruses, worms, Trojan horses, cancelbots, or other
harmful and destructive components. Firesafeguard and MC+Co are not liable and will
not be liable for any direct, indirect, incidental or other loss or damages which
result or may result from the Subscriber's access to or use of the Web Application
or Internet.
9.2. The Website and Web Application are maintained by MC+Co who is reliant on MC+Co's
hosting service providers. Every effort is made to ensure the continuity of the
Website and Web Application, but some occasional technical downtime beyond MC+Co's
control and/or the control of MC+Co's hosting service provider may occur. Such downtime
may prevent the Web Application being available via the Website or cause errors
or delays in the Web Application for the duration of the down time. Firesafeguard
and MC+Co will not be liable for any delays or errors resulting from a cause beyond
Firesafeguard and MC+Co's control and/or that of MC+Co's hosting provider including,
for the avoidance of doubt, hosting server downtime.
10. Intellectual Property Rights
10.1. All Intellectual Property Rights in the Web Application and any modification,
adaptation, update, upgrade or improvement of the same are owned as follows:
10.1.1. the name FIREINTELLIGENCE and any other trading names relating to the Web
Application together with all back-end application source code and compiled code
comprised in the Web Application belong to and vest absolutely in MC+Co;
10.1.2. the textual information, digital content and processes relating to fire
risk management materials set out in the visual interface of the Web Application
belong to and vest absolutely in Firesafeguard.
10.2. Nothing in this Agreement or otherwise will vest any of the Intellectual Property
Rights referred to in clause 10.1 above in the Subscriber, and nothing in this Agreement
or otherwise will assign or otherwise transfer such Intellectual Property Rights
to the Subscriber.
10.3. All Intellectual Property Rights of Firesafeguard and MC+Co are hereby reserved.
11. Term and Termination
11.1. This Agreement will continue for the initial Subscription Period and further
Subscription Periods on an automatic renewal rolling basis unless and until cancelled
by the Subscriber in accordance with clause 6 or terminated in accordance with this
clause 11.
11.2. Firesafeguard may terminate this Agreement at any time for any reason on 30
days notice in writing to the Subscriber at the expiry of which this Agreement will
terminate and the Subscriber's Login will be invalidated.
11.3. This Agreement will terminate immediately and automatically if the Subscriber
fails to comply with any of the terms of this Agreement in which event the Subscriber's
Login will be invalidated.
11.4. In the event that this Agreement is cancelled or terminated, Firesafeguard
and MC+Co will use their reasonable endeavours to return all Subscriber's Data to
the Subscriber within 90 days from the date of cancellation or termination. However,
for the avoidance of doubt Firesafeguard and MC+Co do not guarantee that such Subscriber's
Data will be returned to the Subscriber on termination or that such Subscriber's
Data returned to the Subscriber will not be lost or in an un-usable or incomplete
format. Accordingly, the Subscriber is advised to maintain updated back-up copies
of the Subscriber's Data.
12. General
12.1. The Subscriber will not assign this Agreement without the written consent
of both Firesafeguard and MC+Co. Firesafeguard may assign its rights and obligations
under this Agreement at any time.
12.2. If any provision of this Agreement is declared void, illegal, or unenforceable,
the remaining terms of this Agreement will be valid and enforceable to the extent
permitted by applicable law.
12.3. Any failure by either party to this Agreement to enforce at any time any term
of this Agreement will not be considered a waiver of that party's right to enforce
any other term of this Agreement.
12.4. This Agreement may be enforced by MC+Co as though MC+Co were a party to this
Agreement. Otherwise, this Agreement does not create any right under the Contracts
(Rights of Third Parties) Act 1999 which is enforceable by any person who is not
a party to it.
13. Governing Law
This Agreement is governed by English law and the parties hereby submit to the exclusive
jurisdiction of the English Courts.