- 22nd October 2019
- By: David Henderson
Last updated: 24th October 2019
Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Service.
By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms then you may not access the Service.
The Service and its original content, features and functionality are and will remain the exclusive property of HSADD and its licensors.
Links To Other Web Sites
Our Service may contain links to third-party web sites or services that are not owned or controlled by HSADD.
HSADD has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party web sites or services. You further acknowledge and agree that HSADD shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such web sites or services.
We strongly advise you to read the terms and conditions and privacy policies of any third-party web sites or services that you visit.
We may terminate or suspend access to our Service immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach the Terms.
All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
Your use of the Service is at your sole risk. The Service is provided on an “AS IS” and “AS AVAILABLE” basis. The Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance.
These Terms shall be governed and construed in accordance with the laws of United Kingdom without regard to its conflict of law provisions.
Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements we might have between us regarding the Service.
We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will try to provide at least 15 days notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.
By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, please stop using the Service.
- Definitions – In these terms:
|“the Company”||means HSADD Ltd|
|“the Customer”||means the person, organisation or firm whose order for goods or Services is accepted by the Company|
|“Products”||means goods of any description (including but not limited to printed items, graphics in any physical form, designs, promotions items) which the Company is to supply in accordance with the contract|
|“Services”||means the Services which the Company is to supply in accordance with the Contract|
|“Contract”||means the Contract for the supply of the Products or for the provision of the Services by the Company to the Customer|
|“Document”||includes, in addition to a document in writing, a map, plan, design, drawing, picture or other images, or any other record of any information in any form|
|“Terms”||means the Standard Terms and Conditions of trading of the Company set out in this document and (unless the context otherwise requires) includes any special terms agreed in Writing between the Company and the Customer|
|“Writing”||includes facsimile transmission, email or other electronic methods|
- Basis of the Supply
- The Company shall sell and the Customer shall purchase the Products and/or Services in accordance with the Customer’s written order (if accepted by the Company) and the Company’s written confirmation.
- No variation of these Terms shall be binding unless agreed in Writing between the authorised representatives of the Customer and the Company.
- The Company’s employees or agents are not authorised to make any representations concerning the Products or the Services unless confirmed by the Company in writing. In entering into a Contract the Customer acknowledges that it does not rely on any representations which are not so confirmed, but nothing in these Terms affects the liability of either party for fraudulent misrepresentation.
- Any advice or recommendations given by the Company or its employees or agents to the Customer or its employees or agents as to the storage, application or use of the Products or the Services which is not confirmed in writing by the Company is followed or acted upon entirely at the Customer’s own risk and accordingly the Company shall not be liable for any such advice or recommendation which is not so confirmed.
- Orders and Specifications
- The Customer shall be responsible to the Company for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Customer, and for giving the Company any necessary information relating to the Products or the Services within a sufficient time to enable the Company to perform the Contract in accordance with its terms.
- The quantity, quality and descriptions of the Products or the Services and any specification for them shall be as set out in the Customer’s written order and the Company’s confirmation.
- The Company reserves the right to make any changes to the specification of the Products or the Services which are required to conform with any applicable statutory or European Union Requirements or, where the same are to be supplied to the Customers’ specification, which do not materially affect their quality or performance.
- The goods provided in the form of Isitchecked is supplied by The Company as the sole worldwide distributor of Isitchecked systems, The Company also provides services and products unique to the Company, these services and products always remain the property of the Company and are only provided to the Customer under a month by month licence, ownership of all systems and data remain at all times with the Company.
- Cancellation of orders
- If the Customer cancels an order after the Company has commenced work on it, the Customer shall be charged the full order value or such lower amount as the Company may (in its sole discretion) determine.
- The Customer agrees that all orders for services and monthly subscriptions are for a term of 12 months and 12 months notice of cancellation is required unless otherwise agreed in writing between the Customer and The Company.
- The price of the Products or the Services shall be the Company’s quoted price or, where no price has been quoted (or the quoted price is no longer valid), the price listed in the Company’s published price list or on the Company’s website, current at the date of acceptance of the order.
- Price changes are liable to happen at any time, but these will not affect Products for which the Company has already sent a written confirmation.
- Despite the Company’s best efforts, some items may on occasion be incorrectly priced. The Company is under no obligation to provide the Product to you at the incorrect price, even after it has issued a written confirmation.
- Any prices quoted on any advertisement literature or in any web site, whether owned by the Company or not, shall not be binding unless given specifically in writing, any prices quoted are always to be considered as prices from X, X being the price quoted.
- Where work is requested to be completed in a shorter time frame then a surcharge may apply, where turnaround prices are quoted in any literature or on any web site, they are the price for 2 week turnaround, shorter turnaround times may attract a higher charge.
- VAT and other taxes
- All orders accepted will be on the basis that they exclude Value Added Tax (VAT) or any other taxes, duties etc. If any such tax or duty becomes payable on the sale price, the Company shall have the right to charge that amount.
- Terms of Payment – Customer without an account
- A Customer who does not have an account with the Company must pay in advance for the Products or Services either by credit card, debit card, Paypal, The Company will issue an Invoice for a payment on account to be made in advance, the value of this payment will be 25% above expected cost of the service. The Customer will receive in full amount not used and a copy of the closing account provided.
- Terms of Payment – Customer with an account must;
- Pay all amounts by the date they become due.
- Not exceed any credit limit applied to the account from time to time
- The Customer shall have in place a Direct Debit Mandate which will remain active at all times.
- If the Customer does not renew the Direct Debit and the payment is made in any other form then the Company reserves the right to charge an administration charge of £21.50 per month
- The Customer will receive the Company Invoice on or after the 1st of each month, the invoiced amount will be collected around 7-10 days later. If the payment is not collected then The Company reserves the right to disconnect access to system data and Admin access, unless otherwise agreed in writing.
- At the Company’s sole discretion, the Company may insist that the Customer:
- pay a deposit on an order which exceeds £750.00, or, make a payment to ensure that the credit limit applied to the account is not exceeded
- The Company reserves the right to charge interest on amounts that are unpaid by their due date at a simple interest rate of 20% per annum and calculated on a daily basis from the date of despatch of the goods or the supply date on which the goods were made available for collection.
- The Customer shall indemnify the Company for the costs involved in pursuing any legal or debt collection actions against the Customer (including taking the advice of a solicitor or barrister, charges made by a debt recovery agency, time spent and costs incurred by the Company’s employees and/or directors in preparing and pursuing that legal action) to recover monies owed by the Customer or from any third party who has given a guarantee or indemnity against any amounts owed by the Customer. It is also agreed that any legal proceedings shall be dealt with by an appropriate Court of Law whose geographical location shall be of the Company’s choosing and which shall be within the locality of its office or place of business.
- Should the Customer choose to not renew the monthly subscription for services then The Company will disconnect the system and lock all data after two months.
- If the Customer renews their subscription with the 2 month period and pay the previous two months fees then the Customer will have access to all previous data, After 62 days on unpaid account then the data will be locked and a new account would need to be setup.
- The delivery period is specified in working days – Monday to Friday – excluding public holidays.
- The delivery period will be regarded as having been observed if the goods have been despatched.
- Charges for delivery will be made unless the price agreed for the work includes delivery charges, although there shall always be an additional charge for expedited delivery.
- Liability arising from delay
The Company shall not be liable for any loss (whether actual or consequential) arising from delay in the performance of any order or of finished goods in transit. Time shall not be the essence of any order notwithstanding any action by the Company that purports to guarantee a delivery or collection time or date. Time-sensitive or dated material does not in itself make time the essence of any contract, and it is the Customer’s responsibility to allow sufficient “slack time” when placing any order to allow for any delay that may occur.
- Preliminary Work
The Customer may request some form of preliminary work before agreeing to place a firm order. All work carried out in respect of the Customer’s request, whether experimentally or otherwise, shall be charged at the Company’s normal rates. Such work is chargeable whether or not a prior estimate of the price of such work has been given to the Customer.
- Copyright, working materials and Customer’s property
12.1 The Company shall:
- Exclusively own the copyright in any data it produces, including the copyright in the way in which a work is presented or designed and in the content material in any work where that content has been created by the Company.
- exclusively own all working materials used to create or maintain work undertaken for the Customer
- Recovery of data for Legal reasons:
- In the situation whereby the Customer has discontinued payment for any of The Companies systems and a request is made for historical data by Solicitor, Insurance Companies, Court of law, Police or other lawful agencies who provide evidence of lawful entitlement for receipt of the data.
- A charge for recovery of any data will start at £850.00 plus VAT which in all cases must be paid in advance. This data would cover a two week period selected by the Applicant; additional data recovery will cost £200.00 per week of data.
- All Applicants shall indemnify and hold the company and its agents and representatives harmless against all claims, demands, actions, costs, expenses (including but not limited to legal costs and disbursements), losses and damages arising from or suffered or incurred by reason of any claim (including but not limited to the defence of such claim) that the reproduction of the Materials by the company infringes the intellectual property or other rights of any third party or misuses the confidential information of a third party.
- The Company reserves the right if after its own legal advice to redact any information it feels may breach UK Law, this will not affect a Court Order application.
- Force Majeure
The Company shall be under no liability if unable to carry out any provision of a contract for any reason beyond its control, including (without limiting the foregoing): acts of God, legislation, war, fire, flood, draught, failure of power supply, mechanical breakdown, lock out, strike or other action taken by its employees or suppliers’ employees, or an inability to procure materials required for the performance of the contract.
During the continuance of such a contingency, the Customer may by written notice elect to terminate the contract but shall pay for work done and materials used or specially purchased, but subject thereto shall otherwise accept delivery if and when available.
- Insolvency of Customer Without prejudice to other remedies, the Company shall have the right not to proceed further with any order and be entitled to charge for work already carried out (whether completed or not) and materials purchased if:
- the Customer ceases to pay its debts in the ordinary course of business or cannot pay its debts as they become due
- being a company, the Customer is deemed to be unable to pay its debts or have an administration order or a winding-up petition issued against it
- being an individual, partnership or unincorporated body commits an act of bankruptcy or have a bankruptcy petition issued
- Ownership of Data
- The customer agrees that the data within our systems belong to the Company at all times, permanently, in perpetuity
- , during the period when the Customer is in contract with the Company, the Customer will have full and unlimited access to all of the data records. The customer never owns the data and only has ‘access’ to it whilst in a contract and the payments are up to date.
- Access to data after the Customer has ceased to be in contract in any way are covered under 13.(1-4) above
- Use of personal data
17.1 The Company collects data in the form of email addresses for users of Isitchecked and for Compliance Management systems where additional data may be collected, including name, address, date of birth, some medical details for restricted access by managers under HR section. We also collect use of system data which would include GPS location and time and date generated by the system together with checks made by individuals at specific locations.
17.2 The Company stores the data for 8 years, the reason for this is in case of any litigation against our Client or users or any lawful requests being made by Law enforcement or other lawful bodies.
17.2 The Company will not sell, share or otherwise distribute any data we hold, the Company may use the email system and email addresses we hold to send out communications of an urgent nature, for example, if a data breach occurred, this use would not be to advertise any product.
17.3 The Company agrees to be fully compliant with UK law governing the disclosure of data to authorised person and the disclosure of data held on an individual to that person.
- Applicable Law
These Terms and Conditions and any orders placed shall be made in, governed by, and construed in accordance with the Law of England.
If you have any questions about these Terms, please contact us.