1.1 We have tried to make our Conditions as simple as possible to understand, here are the definitions that apply:
Additional Term: has the same meaning given to that term in Condition 11.1.
Adopted means demonstrable evidence that the services are being used as intended and as recommended by us during implementation and in the user guides, videos and documentation. Evidence that all audit actions are closed in the allocated time and Helpline advice given is followed with actions closed in a timely manner.
Announced Audit means the Visit Date of the audit is booked in advance with the location at which the audit will take place. The Visit Date will be shared with you.
Authorised Locations means the sites/locations as set out in the Service Agreement (where relevant) from which we allow Users to access and use the Software Services and the Documentation in accordance with the Contract.
Back-Up Policy means our back-up policy (as amended from time to time), available by request to us.
Business Days means a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Compliance Centre Software means the online software applications and programs owned by or licensed to us which provide the underlying function and features of the Software Services.
Conditions means these services terms and conditions (as amended by us from time to time pursuant to Condition 2.7).
Contract means the contract between us and you for the supply and purchase of Services in accordance with these Conditions.
Confidential Information means information of a confidential nature disclosed by us to you (or vice versa), whether or not marked as ‘confidential’, including all information relating to the discloser’s business affairs, technical and commercial know-how, specifications, inventions, processes, products and services. Confidential Information does not include information that:
- was public knowledge or already known to the recipient at the time of disclosure;
- subsequently becomes public knowledge without a breach of the Contract;
- subsequently comes lawfully into the possession of the recipient from a third party; or
- is otherwise agreed by you and us in writing not to be confidential.
Data Protection Legislation means any applicable European Union or English laws relating to privacy or the use or processing of data relating to natural persons, including:
- EU Directive 95/46/EC and any legislation implementing or made pursuant to such directive; and
- EU Regulation 2016/679 (“GDPR”); and
- any laws or regulations ratifying, implementing, adopting, supplementing or replacing GDPR; in each case, to the extent in force, and as such are updated, amended or replaced from time to time.
Default has the meaning given to that term in Condition 4.2.
Deliverables means the deliverables to be provided by us as part of the provision of the Services as set out in the Service Agreement.
Documentation means the documentation (if any) relating to the Software Services, as set out in the Service Agreement.
Due Date has the meaning given to that term in Condition 12.4.
Force Majeure Event means an event beyond our reasonable control including strikes, lock-outs or other industrial disputes, failure of a utility service, telecommunication or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of our suppliers or subcontractors.
Intellectual Property Rights means all patents, rights to inventions, utility models, copyright (including the content of any diary solution and policy documentation provided by us as part of the Services) and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software (including the Compliance Centre Software), database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
IPR Claim has the meaning given to that term in Condition 21.2.
Minimum Term means the period stated as such in the Service Agreement.
Order means your order for the supply of Services (whether via an order form, purchase order or acceptance of a quotation provided by us or otherwise).
Our IPR has the meaning given to that term in Condition 13.1.
Our Materials means all of our materials, equipment, documents and other property.
Our Personnel means our employees, agents, consultants and subcontractors engaged by us to perform any part of the Services for you.
Our Promise is that you will receive no successful prosecutions or we will give you your money back for your current contract if you are subject to a criminal prosecution under health and safety or food safety law and you are found guilty.
Premises means any of your sites and properties from which the Services are to be performed.
Recipient has the meaning given to that term in Condition 14.1.
Relevant Personal Data has the meaning given to that term in Condition 16.3.
RPI means the Retail Prices Index as published by the Office of National Statistics (or such other replacement index or body).
Safe To Trade Scheme (STTS) means the scheme launched by the Safe to Trade body and administered by Shield Safety Group. It is independently verified and validated by the Body’s Governance Board, Advisory Committee and the Administrator (Shield Safety Group).
Safety Advice Line has the meaning given to that term in Condition 7.1.
Services means the services, including the Deliverables, agreed to be supplied by us to you as set out in the Service Agreement.
Service Agreement means the document supplied by us that contains a description of the Services being offered to you by us.
Software means the online software applications which are part of our Compliance Centre Software package that are detailed in the Service Agreement to be provided to you as part of the Software Services (including all future modifications, updates, upgrades, releases and new versions as may be made available to you by us).
Software Services means the subscription services available at https://client.compliancecentre.co.uk (or such alternative URL as we may notify to you in writing from time to time).
Start Date has the meaning given to that term in Condition 2.2.
Term means the duration of the Contract (to include the Minimum Term and each Additional Term until the Contract is terminated in accordance with these Conditions).
Unannounced Audit means an audit that will be conducted at any time during an agreed window without notice to you or the location at which the visit will take place.
Users means each individual you authorise or permit to access the Software Services.
Virus means any thing or device (including any software, code, file or programme) which may (i) 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; (ii) 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 (iii) adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
VAT has the meaning given to that term in Condition 12.3.
Visit Date has the meaning given to that term in Condition 6.2.
Website means our website at https://shieldsafety.co.uk (or such other URL as we notify you from time to time).
we/us/our means Shield Safety Group Limited, a private limited company whose registered number is 4777870 and whose registered office is at 12 Little Lever Street, Northern Quarter, Manchester, M1 1HR.
you/your means the entity purchasing the Services and described further in the Service Agreement.
Your Data means any data or information (i) provided by you to us in connection with the Services and (ii) uploaded by you or the Users of the Software Services.
1.2 In these Conditions, unless otherwise stated:
- words in the singular will include the plural (and vice versa);
- a reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and will include all subordinate legislation made from time to time under that statute or statutory provision;
- a reference to “written” or “in writing” includes emails, but excludes faxes and all content sent by any text message, instant messaging or similar platform;
- any words that follow the terms “including” or “include” will be interpreted as examples only and will not limit the sense of the words before those terms.