THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 8 (LIMITATION OF LIABILITY)

1. Interpretation
1.1 The following definitions and rules of interpretation apply in these Conditions.

Definitions:

Accreditation Services Advice Services

beAccredited

Business Day Charges

Commencement Date Conditions

Contract

Customer

means the preparation of and assistance with applications for accreditation as set out in the Quote; means the support services provided by beAccredited for a period of twelve calendar months from the date of accreditation which, for the avoidance of doubt, includes advise based on health and safety legislation, guidance and best practice but does not include HR or environmental support;

a trading name of Faction Health and Safety Group Limited (CRN: 09074455) whose registered office is at The Tower, Dalton Gate Business Centre, Ulverston, LA12 7AJ;

a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business; the charges payable by the Customer for the supply of the Services in accordance with clause 5 (Charges and payment);

has the meaning given in clause 2.2;
these terms and conditions as amended from time to time in accordance with clause 11.5;
the contract between beAccredited and the Customer for the supply of Services in accordance with these Conditions;
the person or firm who purchases Services from.

Customer Default Data Controller

Data Subject
Intellectual Property Rights

beAccredited;
has the meaning set out in clause 4.2;
has the meaning set out in section 1(1) of the Data Protection Act 1998;
an individual who is the subject of Personal Data; patents, utility models, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
the Customer's order for Services as set out in the Customer's written acceptance of the Quote;
has the meaning set out in section 1(1) of the Data Protection Act 1998 and relates only to personal data, or any part of such personal data, in respect of which the Customer is the Data Controller and in relation to which beAccredited is providing Services under the Contract; have the meaning set out section 1(1) of the Data Protection Act 1998;
the description or specification of the Services provided

Order Personal Data

Processing and process Quote

2

Services
1.2 Interpretation:

in writing by beAccredited to the Customer together with the proposed Charges which shall include, without limitation, the list of any accreditations which form the Accreditation Services; and

the Accreditation Services and the Advice Services.

  1. 1.2.1  A reference to a statute or statutory provision is a reference to it as amended or re- enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.

  2. 1.2.2  Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

  3. 1.2.3  A reference to writing or written includes fax [and email OR but not email].

2. Basis of Contract

  1. 2.1  The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions.

  2. 2.2  The Order shall only be deemed to be accepted when beAccredited issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).

  3. 2.3  Any descriptive matter or advertising issued by beAccredited are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.

  4. 2.4  These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

  5. 2.5  Any quotation given by beAccredited shall not constitute an offer, and is only valid for a period of 30 Business Days from its date of issue.

3. Supply of Services
3.1 beAccredited shall supply the Services to the Customer in accordance with the Quote in all

material respects.

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  1. 3.2  beAccredited shall use all reasonable endeavours to meet any performance dates specified in the Order but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.

  2. 3.3  beAccredited reserves the right to amend the Quote if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and beAccredited shall notify the Customer in any such event.

  3. 3.4  beAccredited warrants to the Customer that the Services will be provided using reasonable care and skill.

4. Customer's Obligations

  1. 4.1  The Customer shall:

    1. 4.1.1  ensure that the terms of the Order are complete and accurate;

    2. 4.1.2  co-operate with beAccredited in all matters relating to the Services;

    3. 4.1.3  provide beAccredited with such information, documents and materials as beAccredited

      may reasonably require in order to supply the Services, and ensure that such

      information is complete and accurate in all material respects;

    4. 4.1.4  comply with any instructions from beAccredited from time to time in relation to the use

      of any template documents, policies or CVs that are provided to the Customer as part

      of the Support Services;

  2. 4.2  If beAccredited's performance of any of its obligations under the Contract is prevented or

    delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):

    1. 4.2.1  without limiting or affecting any other right or remedy available to it, beAccredited shall

      have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays beAccredited's performance of any of its obligations;

    2. 4.2.2  beAccredited shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from beAccredited's failure or delay to perform any of its obligations as set out in this clause 4.2; and

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4.2.3 the Customer shall reimburse beAccredited on written demand for any costs or losses sustained or incurred by beAccredited arising directly or indirectly from the Customer Default.

5. Charges and Payment

  1. 5.1  The Charges for the Services are dependent on the type and number of Accreditation Services

    being provided and are set out in the Quote.

  2. 5.2  beAccredited shall invoice the Customer on the Commencement Date.

  3. 5.3  The Customer shall pay each invoice submitted by beAccredited:

    1. 5.3.1  prior to the commencement of the Services; and

    2. 5.3.2  in full and in cleared funds to a bank account nominated in writing by beAccredited, and

    time for payment shall be of the essence of the Contract.

  4. 5.4  beAccredited shall not commence the Services until it has received payment in full for the invoice.

  5. 5.5  All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

6. Intellectual Property Rights

  1. 6.1  All Intellectual Property Rights in or arising out of or in connection with the Services (other than

    Intellectual Property Rights in any materials provided by the Customer) shall be owned by beAccredited. For the avoidance of doubt, this includes, without limitation, the copyright in any advice provided by or on behalf of beAccredited as part of the Services.

  2. 6.2  The Customer grants beAccredited a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Customer to beAccredited for the term of the Contract for the purpose of providing the Services to the Customer.

  3. 6.3  Nothing in this Agreement is intended to provide the Customer with the right to use in any manner whatsoever any logo of any accrediting body. The Customer shall agree with each accrediting body whether it can make use of their applicable logos.

7. Data Protection and Data Processing
7.1 The Customer and beAccredited acknowledge that for the purposes of the Data Protection Act

1998, the Customer is the Data Controller and beAccredited is the data processor in respect of any Personal Data.

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  1. 7.2  The Customer warrants that it has the authority to transfer the Personal Data that it transfers to beAccredited for the purposes of the Contract, and that beAccredited can transfer such Personal Data to the applicable accreditation bodies where required for the Accreditation Services.

  2. 7.3  beAccredited shall process the Personal Data only in accordance with the Customer's instructions from time to time and shall not process the Personal Data for any purposes other than those expressly authorised by the Customer.

  3. 7.4  beAccredited shall take reasonable steps to ensure the reliability of all its employees who have access to the Personal Data.

  4. 7.5  Each party warrants to the other that it will process the Personal Data in compliance with all applicable laws, enactments, regulations, orders, standards and other similar instruments from time to time in force including, without limitation, the General Data Protection Regulation.

  5. 7.6  beAccredited warrants that, having regard to the state of technological development and the costs of implementing any measures, it will:
    7.6.1 take appropriate technical and organisational measures against the unauthorised or

    unlawful processing of Personal Data and against the accidental loss or destruction of, or damage to, Personal Data to ensure a level of security appropriate to:

    1. 7.6.1.1  the harm that might result from such unauthorised or unlawful processing or

      accidental loss, destruction or damage; and

    2. 7.6.1.2  the nature of the data to be protected; and

    7.6.2 take reasonable steps to ensure compliance with those measures.

  6. 7.7  Each party agrees to indemnify and keep indemnified and defend at its own expense the other party against all costs, claims, damages or expenses incurred by the other party or for which the other party may become liable due to any failure by the first party or its employees or

    agents to comply with any of its obligations under this clause 7.

  7. 7.8  The Customer acknowledges that beAccredited is reliant on the Customer for direction as to the

    extent to which beAccredited is entitled to use and process the Personal Data. Consequently, beAccredited will not be liable for any claim brought by a Data Subject arising from any action or omission by beAccredited, to the extent that such action or omission resulted directly from the Customer's instructions.

7.9 beAccredited may authorise a third party (subcontractor) to process the Personal Data provided that the subcontractor's contract:

  1. 7.9.1  is on terms which are substantially the same as those set out in the Contract; and

  2. 7.9.2  terminates automatically on termination of the Contract for any reason.

8. Limitation of Liability
THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.

  1. 8.1  Nothing in the Contract shall limit or exclude beAccredited's liability for:
    8.1.1 death or personal injury caused by its negligence, or the negligence of its employees,

    agents or subcontractors;
    8.1.2 fraud or fraudulent misrepresentation; or
    8.1.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982

    (title and quiet possession) or any other liability which cannot be limited or excluded by

    applicable law.

  2. 8.2  Subject to clause 8.1, beAccredited shall not be liable to the Customer, whether in contract, tort

    (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:

    1. 8.2.1  loss of profits;

    2. 8.2.2  loss of sales or business;

    3. 8.2.3  loss of agreements or contracts;

    4. 8.2.4  loss of anticipated savings;

    5. 8.2.5  loss of use or corruption of software, data or information;

    6. 8.2.6  loss of or damage to goodwill; and

    7. 8.2.7  any indirect or consequential loss.

  3. 8.3  Subject to clause 8.1, beAccredited's total liability to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract shall be limited to the total Charges paid under the Contract.

  4. 8.4  The Accreditation Services are provided on an accreditation by accreditation basis as a one-off service and beAccredited shall not be liable for any failure of the Customer to renew any such accreditations.

  1. 8.5  beAccredited shall not be liable for any failure to achieve an accreditation, or late achievement of an accreditation if the reason for such failure or delay was as a result of the actions or omissions of the Customer.

  2. 8.6  The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

  3. 8.7  This clause 8 shall survive termination of the Contract.

9. Termination

  1. 9.1  Without affecting any other right or remedy available to it, either party may terminate the

    Contract with immediate effect by giving written notice to the other party if:

    1. 9.1.1  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 the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant

      jurisdiction;

    2. 9.1.2  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

    3. 9.1.3  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 the

      Contract has been placed in jeopardy.

  2. 9.2  Without affecting any other right or remedy available to it, beAccredited may terminate the

    Contract with immediate effect by giving written notice to the Customer if:

    1. 9.2.1  the Customer fails to pay any amount due under the Contract on the due date for

      payment; or

    2. 9.2.2  the Customer acts abusively or in a threatening or intimidating manner towards

      beAccredited, its agents, employees or subcontractors;

    3. 9.2.3  the Customer does any act or thing, or omits to do any act or thing, which may bring

      beAccredited into disrepute;

9.2.4 the Customer loses the accreditation that was granted as a result of the Accreditation Services.

9.3 Without affecting any other right or remedy available to it, beAccredited may suspend the supply of Services under the Contract or any other contract between the Customer and beAccredited if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 9.1.1 to clause 9.1.3, or beAccredited reasonably believes that the Customer is about to become subject to any of them.

10. Consequences of Termination

  1. 10.1  Termination or expiry of the Contract shall not affect any rights, remedies, obligations or

    liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

  2. 10.2  Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

11. General

  1. 11.1  Force majeure

    Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.

  2. 11.2  Assignment and other dealings

    1. 11.2.1  beAccredited may at any time assign, mortgage, charge, subcontract, delegate, declare

      a trust over or deal in any other manner with any or all of its rights and obligations

      under the Contract.

    2. 11.2.2  The Customer shall not assign, transfer, mortgage, charge, subcontract, declare a trust

      over or deal in any other manner with any of its rights and obligations under the

      Contract without the prior written consent of beAccredited.

  3. 11.3  Confidentiality

  1. 11.3.1  Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 11.3.2.

  2. 11.3.2  Each party may disclose the other party's confidential information:

11.3.2.1

11.3.2.2

to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 11.3; and as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

11.3.3 Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.

  1. 11.4  Entire agreement

    1. 11.4.1  The Contract constitutes the entire agreement between the parties and supersedes and

      extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

    2. 11.4.2  Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.

    3. 11.4.3  Nothing in this clause shall limit or exclude any liability for fraud.

  2. 11.5  Variation

    Except as set out in these Conditions, no variation of the Contract shall be effective unless it is

    in writing and signed by the parties (or their authorised representatives).

  3. 11.6  Waiver

    A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a

party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

  1. 11.7  Severance
    If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

  2. 11.8  Notices

    1. 11.8.1  Any notice or other communication given to a party under or in connection with the

      Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent email to the address specified in [specify relevant document or place]].

    2. 11.8.2  Any notice or other communication shall be deemed to have been received: if delivered by hand, on signature of a delivery receipt or 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 9.00am on the second Business Day after posting or at the time recorded by the delivery service; or, if sent by or email, at 9.00am on the next Business Day after transmission.

    3. 11.8.3  This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

  3. 11.9  Third party rights

    1. 11.9.1  Unless it expressly states otherwise, the Contract does not give rise to any rights under

      the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

    2. 11.9.2  The rights of the parties to rescind or vary the Contract are not subject to the consent of

      any other person.

11.10 Governing law
The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England.

11.11 Jurisdiction
Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.