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PLEASE READ THIS DOCUMENT CAREFULLY, AS IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS AND REMEDIES.
Acceptance of Terms
- These terms of service (the ‘Terms’) sets out SafeStart’s terms and conditions of service and of use by the Client (‘You’) and the Users of the SafeStart Europe Limited (‘SafeStart’) health and safety training services (the ‘Services’) and/or platform available to You at YouFactors® (the ‘Platform’). These Terms, the and associated Proposal and any documents referred to therein form a single agreement between the parties (the ‘Agreement’).
- You acknowledge that You have read these Terms, understood them and agree to be bound by them. Using the Platform, Your electronic acceptance of the Terms, or commencement of use of the Services and Platform constitutes Your and the Users acceptance of the Terms. If the person agreeing to the Agreement is accepting on Your behalf, such an individual represents that they have the authority to bind You and any applicable affiliates to the Terms.
- ‘Users’ in this Agreement means those persons employed and/or engaged by You and who are to receive the benefit of the Services from SafeStart on payment of the fee as detailed in the Proposal (the ‘Users’).
- ‘Parties’, in this Agreement, means You (the Client) and SafeStart.
- You agree to be bound by the Agreement for use of the Services and Platform by anyone acting as an agent, employee or representative. You shall be responsible for the access to and use of the Platform by the Users and shall confirm that the Users comply with these Terms.
- You acknowledge that You have been duly informed by SafeStart that the Services, Platform and, in particular, the training to be provided by SafeStart shall for the avoidance of doubt, not be considered, to fulfil any legal obligation or similar obligation of an employer to provide health and safety training to its employees.
- If You do not agree to abide by the Agreement, You and the Users are not authorised to use or access the Services or Platform.
- By accessing the Platform a User agrees to comply with and be bound by these Terms of Service.
Registration Process and Account Information
- To commence use of the Services and Platform You and any User accessing the Services and Platform must first, when entering the Agreement, specify an administrator who will have the right to configure the Services based on Your requirements and manage Users’ use of the Services and Platform. SafeStart shall create the url and the admin access and hand over access to the administrator, who shall be responsible for managing user accounts within its organisation. The administrator shall be responsible for the registration of the user and creating necessary access for the usage of the services. SafeStart may reject a User’s application in its absolute discretion.
- Users are required to sign up for a User account by providing all required information in order to access or use the Services and Platform. Users should sign up for User accounts by providing their relevant corporate contact information to the administrator. Users are required to provide true, accurate, current and complete information as prompted by the sign up process and maintain and promptly update the information provided during sign up to keep it true, accurate, current, and complete.
- If You or a User provide any information that is untrue, inaccurate, outdated, or incomplete, or if SafeStart has reasonable grounds to suspect that such information is untrue, inaccurate, outdated, or incomplete, SafeStart may terminate a User account and refuse current or future use of any or all of the Services or Platform.
- You and the Users are responsible for maintaining the confidentiality of passwords and account information relating to the Services and Platform. The Platform is not an archive and SafeStart shall have no liability to You or any other person for loss, damage or destruction of any information or content. If a password is lost, stolen or otherwise compromised, You and the Users shall promptly notify SafeStart, whereupon SafeStart shall suspend access to the account by use of such password and issue a replacement password to You, Your authorised representative or the User. SafeStart will not be liable for any loss You may incur as a result of someone else using Your or a User’s password or account, either with or without Your or a User’s You could be held liable for losses incurred by SafeStart or any other party due to someone else using Your or the User’s account or password. If SafeStart terminates Your or a User’s use of the Platform, it may, at its own option, remove and destroy data and files stored by SafeStart on Your behalf. SafeStart has no obligation to monitor Your or the Users use of the Services and Platform but reserves the right in its sole discretion to do so.
- Any User IDs, names or passwords associated with You or a User’s account shall be maintained by You and the User as confidential and should not be shared by You or the User with anyone not authorised to have access to Your personal information. SafeStart strictly forbids the use of one account for multiple Users, with such use comprising a material breach of this Agreement on Your part.
- You are responsible for i) ensuring confidentiality of Your organization account password, ii) appointing competent individuals as administrators for managing Your organization account, and iii) ensuring that all activities that occur in connection with Your organization account comply with this Agreement. You understand that SafeStart is not responsible for Your account administration and internal management of the Services and Platform.
- You are responsible for taking necessary steps for ensuring that Your organization does not lose control of the administrator account. In the event of loss of control of the administrator account, You may inform SafeStart by sending an email to email@example.com. Upon receipt of the email, SafeStart shall provide control of an administrator account to an individual providing proof satisfactory to SafeStart demonstrating authorization to act on Your behalf. You agree not to hold SafeStart liable for the consequences of any action taken by SafeStart in good faith in this regard.
- You will pay fees for use of the Services and Platform in accordance with the rates set out when completing the Service Agreement.
- Fees are paid in euro. All sums payable, unless otherwise stated, are exclusive of and subject to the payment of VAT (value added tax) (if applicable) at the prevailing rate on receipt from SafeStart of a VAT invoice. If You are required by law to make any deduction or withholding from the fees payable any such deduction will be Your sole responsibility and the fees payable to SafeStart will not be reduced accordingly.
- It is Your responsibility to comply with tax law and SafeStart shall have no liability whatsoever in connection with Your failure to comply with local tax law.
- Refunds of fees are at the discretion of SafeStart and shall only arise in circumstances where (as determined by SafeStart in its sole and absolute discretion) there has been an oversight or error in the fee charged by SafeStart.
- SafeStart may, without prejudice to any other rights it may have, set off any SafeStart’s liability to You against any of Your liability towards
Term and Termination
- These Terms will continue in full force and effect for as long as SafeStart is providing You and the Users access to the Services and Platform under the Agreement.
- SafeStart shall have the right to terminate Your use of the Services and Platform at any time for, Your breach of the Agreement, or Your violation of any law, including, without limitation, violations of intellectual property rights of SafeStart or the intellectual property rights of a third party, or violations of other applicable laws and regulations. Following any such termination, SafeStart shall have no obligations, responsibilities, or liabilities to You or any third party. Notwithstanding anything to the contrary contained herein, in the event that SafeStart terminates Your right to use the Services or Platform, SafeStart shall in no way be precluded from pursuing any and all of its additional rights and remedies, either at law or in equity, for any claims, damages, awards, costs and/or liabilities occasioned by any such breach or violation.
- SafeStart expressly reserves the right to deny, cancel, terminate, suspend, lock, or modify access to the Services or Platform for any reason (as determined by SafeStart in its sole and absolute discretion), including but not limited to the following: (i) to protect the integrity and stability of the Services or Platform, (ii) to assist with fraud and abuse detection and prevention efforts, (iii) to comply with court orders, (iv) to comply with any laws, rules and regulations, (v) to comply with requests of law enforcement (vi) to comply with any dispute resolution process, (vii) to defend any legal action or threatened legal action without consideration for whether such legal action or threatened legal action is eventually determined to be with or without merit, (viii) to avoid any civil or criminal liability on the part of SafeStart, its officers, directors, employees and agents, as well as any affiliates of SafeStart, including, but not limited to, instances where You have issued legal proceedings or threatened to issue legal proceedings involving SafeStart, or (ix) to respond to an excessive amount of complaints related in any way to Your or a User’s use of the Services or Platform.
- On termination of the Agreement by SafeStart You shall:
- as per payment terms pay to SafeStart all outstanding unpaid invoices; and
- in relation to any Services provided, but for which no invoice has been issued and in respect of monthly fees provided for in the Proposal for the remainder of the duration of the Term SafeStart shall submit an invoice which will become payable within 30 days or as per any payment terms mutually agreed in writing between SafeStart and Client if different.
- On termination of the Agreement by You, You shall as per payment terms pay to SafeStart all outstanding unpaid invoices and in relation to any Services provided but for which no invoice has been issued SafeStart shall submit an invoice which will become payable within 30 days or as per any payment terms mutually agreed in writing between SafeStart and Client if different.
- Should SafeStart’s performance of its obligations under the Agreement is prevented or delayed by any act or omission by You or Your agents, sub-contractors, Users or employees, SafeStart shall not be liable for any costs, expenses, losses or charges sustained or incurred by You arising directly or indirectly from such prevention or delay.
- You may cancel a User’s specific account at any time by following the specific instructions indicated to You on the Platform.
- Upon cancellation or termination of use of the Services or Platform by either party for any reason:
- SafeStart will cease providing You and the Users with access to the Services and Platform.
- Unless otherwise provided in the Agreement, You will not be entitled to any refunds of any fees.
- Any outstanding balance owed to SafeStart for Your use of the Services and Platform, to include any fee in respect of services which are in the process of but not yet completed and any fees payable in accordance with the Service Agreement will immediately become due and payable in full.
- If at the date of termination of Your use of the Services and Platform, there are any outstanding fees owed by You, You will receive one final invoice and the amount shall be discharged within 30 days.
- You warrant that:
- You and the Users will cooperate with SafeStart in all matters relating to the Services and Platform:
- You will provide, for SafeStart, its employees, agents and subcontractors, in a timely manner and at no charge, access to the necessary locations referenced in the Proposal including access to such facilities reasonably requested by SafeStart for delivery of the Services;
- You will carry out all actions specified in the Proposal in accordance with the agreed project timing;
- You shall take all reasonable precautions to ensure the health and safety of SafeStart, its employees, agents, or subcontractors whilst present at Your locations and will inform SafeStart of all health and safety rules and regulations and any other reasonable security requirements that apply at any of Your locations;
- You will obtain before the date on which the Services are to start and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Services and the use of the Platform;
- You will acquire and transfer to SafeStart all personal data of Your personnel and of any third party that are necessary in order for SafeStart to perform its obligations under this Agreement. You will acquire and transfer such personal data in compliance with EU and national rules applicable from time to time and shall indemnify, hold harmless and, upon SafeStart’s request, defend SafeStart from and against all fines, claims, liabilities, actions, demands, settlements, damages, costs, fees and losses of any type, including reasonable professional fees and costs that SafeStart may incur in consequence of Your noncompliance with said EU and national rules. For the use and processing of said personal data, You will appoint SafeStart as Data Processor, SafeStart will use and process such personal data transferred by You in compliance with the rules set forth in any applicable data protection law.
- During the term of this Agreement and for a period of twelve (12) months following its termination, You will not, without the prior approval of SafeStart, solicit or endeavour to solicit or engage the services of any person employed or engaged as a contractor (or who it has been agreed will be employed or so engaged) by SafeStart during the twelve (12) months prior to the termination of the Agreement.
- You shall facilitate that the Users where requested, on completion of the Services, complete and return feedback forms which will be provided by SafeStart as part of the Services. You shall, in addition, permit SafeStart to use any such feedback and to use the details surrounding its engagement and the result of its engagement with You under this Agreement as a case study for use as part of its own business development. SafeStart shall ensure that it engages with You and obtains Your explicit consent and agreement with regard to the contents of any such case study in so far as it relates to this Agreement.
Use of the Services and Platform
- You and the Users shall only access the Platform and use the Services for internal business purposes and in accordance with the Terms.
- You and the Users shall use all reasonable efforts to prevent any unauthorised access to the Platform, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify SafeStart. You acknowledge that User subscriptions for potential Users are for designated Users and cannot be shared or used by more than one User.
- You and the Users shall be solely responsible for the accuracy, completeness, design, appropriateness, creation, maintenance, and updating thereof of all data in the use of the Services and Platform. SafeStart shall not be liable for any errors or inaccuracies in any data provided by You or the Users.
- You and the Users will not upload any material to the Platform in any manner (as determined by SafeStart in its sole and absolute discretion) that:
- Is illegal, or promotes or encourages illegal activity.
- Promotes, encourages or engages in any spam or other unsolicited bulk email, or computer or network hacking or cracking.
- Infringes on the intellectual property rights of any person or entity.
- Infringes and/or amounts to violation of any relevant data privacy laws, principles and regulations
- Interferes with the operation of the Services or the Platform provided.
- Contains or installs any viruses, worms, bugs or other code, files or programs designed to, or capable of, disrupting, damaging or limiting the functionality of the Services or Platform.
- You and the Users warrant and agree that any information You post or display on the Platform shall:
- Be true, accurate, complete and lawful.
- Not be false, misleading or deceptive.
- Not contain information that is defamatory, libellous, threatening or harassing, obscene, objectionable, offensive, sexually explicit or harmful.
- Not contain information that is discriminatory or promotes discrimination based on race, gender, religion, nationality, disability, sexual orientation or age.
- You and the Users warrant and agree that You shall:
- Carry on Your activities on the Platform in compliance with any applicable laws and regulations.
- Carry on Your activities in accordance with the Agreement and any applicable additional agreement.
- Not use the Platform to defraud any person or entity.
- Not impersonate any person or entity, misrepresent Yourself or Your affiliation with any person or entity.
- Not engage in spamming or phishing.
- Not engage in any kind of intentional breach/violation/infringement of principles laid down under any relevant data privacy rules and regulations
- Not engage in any other unlawful activities (including without limitation those which would constitute a criminal offence, give rise to civil liability, etc.) or encourage or abet any unlawful activities.
- Not involve any computer viruses or other destructive devices and codes that have the effect of damaging, interfering with, intercepting or expropriating any software or hardware system, data or personal information.
- Not involve any scheme to undermine the integrity of the data, systems or networks used by SafeStart or the Platform or gain unauthorised access to such data, systems or networks.
- Not engage in any activities that would otherwise create any liability for SafeStart or its affiliates.
- Not interfere with or disrupt the integrity or performance of the Services or Platform or third-party data contained therein.
- You and the Users agree that You shall not (and You agree not to allow any third party to):
- Modify, adapt, translate, copy or reverse engineer any portion of the Services or Platform.
- Remove any copyright, trade mark or other proprietary rights notices contained in or on the Services or Platform or in or on any content or other material obtained via the Services or Platform.
- Use any hardware, software, or other device, process or means to access, retrieve or index any portion of the Services or Platform.
- Access, retrieve or index any portion of the Services or Platform for purposes of constructing or populating any database.
- Reformat or frame any part of the Services or Platform.
- Create User accounts by automated means or under false or fraudulent pretences or create multiple log-ins.
- Transmit any viruses, worms, defects or other items of a destructive nature.
- Use the Services or Platform to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material including that are deemed threatening or obscene.
- Copy or store any content offered through the Services or Platform unless expressly permitted by SafeStart.
- Use any device, software or routine that interferes with the proper working of the Services or Platform or otherwise attempt to interfere with the proper working of the Services or Platform.
- Take any action that imposes, or may impose in the sole discretion of SafeStart, an unreasonable or disproportionately large load on the Services or Platform.
- Use the Services or Platform, intentionally or unintentionally, to violate any applicable law or regulations.
- Impersonate any person or entity.
- Attempt to gain unauthorised access to the Services or Platform, its facilities and/or services or any accounts, computer systems or networks connected to the Platform, its facilities and/or services through hacking or any other means.
- Post or use any material that is obscene, defamatory, seditious, indecent, offensive, incite racial hatred or incite a crime, be scandalous or inappropriate.
- Harvest or otherwise collect by any means any programme material or information from the Services or Platform, or to monitor, mirror or copy any content of the Services or Platform.
- Identify or speculate as to the identity of any anonymous or pseudonymous User.
- Solicit passwords or personally identifying information for commercial or unlawful purposes.
- Carry out any act of omission or commission which shall lead to any breach/violation/infringement of any relevant data privacy rules and regulation
- You affirm that You are now and will continue to be compliant with all applicable Laws governing the privacy, protection, and Your use of Data that You provide to us or access through Your use of the Services. You also affirm that You have obtained all necessary rights and consents under applicable Laws to disclose to us or allow us to collect, use, retain, and disclose — any Personal Data that You provide to us or authorise us to process. As may be required by Law and in connection with these Terms of Service , You are solely responsible for disclosing to Your staff, customers, personnel or any other concerned entity for You and may receive Personal Data from You.
- You acknowledge and agree that we are authorised to respond, at our discretion, to any data subject access requests we receive from Your staff, customers, personnel or any other third party made under relevant data protection law and regulation
- You and the Users acknowledge that SafeStart are not obliged to edit and/or modify Your data and are not responsible for the accuracy, completeness, appropriateness, safety or legality of Your data or any other information or content You may be able to access using the Services and Platform, including without limitation the data of other Users of the Services or Platform. You and the Users further acknowledge that any communication with other Users while using the Services or Platform is Your sole and exclusive responsibility and SafeStart will not be responsible or liable in any way for any copyright infringement or violation, or the violation of any other person’s rights or the violation of any laws arising or relating to Your data.
- SafeStart reserves the absolute right at its sole discretion, without being obliged to give any reason, to reject, amend or remove any content posted or submitted by You or the Users at any time and without notice to You or the User SafeStart reserves the right to monitor and to review all content submitted to, accessed on or published on the Platform at any time. For the avoidance of doubt You shall be responsible for and liable to SafeStart in respect of the Users compliance with the Terms, the access of the Users to the Services and Platform, the Users use of the Platform and Services and any action the Users take in breach of these Terms.
- SafeStart reserves the right (but undertakes no duty) to decide whether any item of content is appropriate and/or complies with these Terms. SafeStart (in its sole and absolute discretion) may remove any item posted to the Platform and/or terminate access to the Services and Platform for posting or publishing any material in violation of these Terms, or for otherwise violating the Agreement (as determined by SafeStart in its sole and absolute discretion), at any time and without prior notice.
- SafeStart makes no representations, warranties or guarantees as to the actions or inactions of any User of the Services or Platform.
- A party (the ‘Receiving Party’) may receive Confidential Information of the other party (the ‘Disclosing Party’) and the Receiving Party shall keep all such Confidential Information confidential and protect it by using the same level of care and discretion that the Receiving Party uses with respect to its own confidential information, which will be in no case less than reasonable care and discretion. The Receiving Party shall not use the Confidential Information for its own purposes (other than implementation of this Agreement) nor disclose Confidential Information to any person other than such Party’s employees who have a need to know that Confidential Information provided that the Receiving Party remains responsible for the confidentiality of the Confidential Information. The Parties shall not use Confidential Information for any purpose other than as necessary to exercise rights or fulfil obligations under this Agreement.
- Without limiting the foregoing, either Party may disclose Confidential Information to a government authority if that disclosure is: (a) required by any applicable law or (b) as explicitly authorised by the other party. In any event, the Receiving Party will disclose only such portions of any Confidential Information as it is legally compelled or explicitly authorized to be disclosed. SafeStart may also disclose Confidential Information to its subcontractors or sub-processors which shall be necessary to perform the Services, and to its affiliates provided that SafeStart remains fully responsible and liable for the confidentiality of the Confidential Information.
- In this Agreement, “Confidential Information” means information of a confidential or proprietary nature (including trade secrets and information of commercial value and any information marked as “confidential” or should reasonable be interpreted as being confidential), including without limitation, customer information, personal information, pricing, software, source code and underlying technical or business information, which relates to the Disclosing Party that is disclosed or provided to the Receiving Party by or on behalf of the Disclosing Party pursuant to this Agreement; provided, however, that Confidential Information shall not include information that the Receiving Party can demonstrate to the Disclosing Party (i) is or becomes a part of the public domain through no act or omission of the Receiving Party; (ii) was in the Receiving Party’s lawful possession prior to the disclosure and had not been obtained by the Receiving Party either directly or indirectly from the Disclosing Party; (iii) is lawfully disclosed to the Receiving Party by a third party without restriction on disclosure; or (iv) is independently developed by the Receiving Party.
- This Section shall apply during the Term of this Agreement, and indefinitely after the termination or expiry. Each Party shall advise the other Party immediately in the event either party learns or has reason to believe that there has been a violation of these requirements or that any third party who has or had access to Confidential Information has violated or intends to violate the terms of this Agreement and each party will cooperate with the other party in seeking injunctive or other equitable relief against such third parties.
Failure to Comply
- Failure by You or a User to comply with the Agreement may result in SafeStart taking all or any of the following actions:
- Your immediate, temporary or permanent withdrawal and/or the Users right to use the Services and Platform.
- Take legal proceedings against You for reimbursement of all costs on a full indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach.
- Other legal action against You.
- Disclosure of such information to law enforcement authorities as SafeStart reasonably feels
- SafeStart excludes liability for actions taken in response to breaches of the Agreement and restrictions of use. The responses described in these Terms are not limited, and SafeStart may take any other action SafeStart reasonably deems appropriate.
- SafeStart personnel shall observe Your security and safety rules while working on or at Your premises and locations. Upon Your reasonable request, SafeStart shall promptly replace any of its personnel performing any of the Services. SafeStart acknowledges and agrees You may, in Your sole and absolute discretion, and provided that this is permitted under the laws applicable to the relevant personnel, require a background check of any SafeStart Personnel who performs any Services on Your premises, and hereby consents to any such investigation. You shall keep the results of any such investigation confidential, and to provide such information only to those persons with a business need to know, or as required by applicable law.
- SafeStart shall be entitled to subcontract, delegate, assign or otherwise engage the services of any subcontractor (certified to perform the Services) to perform any portion of the Services under this Agreement without Your prior written consent. SafeStart acknowledges that it shall not be relieved of any obligations under this Agreement by virtue of performance of any Services by a subcontractor.
- SafeStart acknowledges that none of its personnel who perform the Services shall become Your employee and You shall not have any obligation to pay any such personnel’s salary or any other amounts required by law or by contract to be paid to or in respect of any such personnel by his or her employer. For the avoidance of doubt, it is also understood that any nominated trainer under the Proposal or any of Your employees trained by SafeStart will, under all circumstances during the term of the Agreement remain Your employee.
- SafeStart owns or has the rights to use all intellectual property rights and copyright in the Services and Platform (including with respect to functionality, content, text, graphics, logos and icons) and the software and other material underlying or forming part of the Services and Platform.
- You shall have no rights, other than those specifically provided for in this Agreement, in respect of the Services and Platform (including with respect to functionality, content, text, graphics, logos and icons) and the software and other material underlying or forming part of the Services or Platform.
- You will not use the SafeStart name, logo and promotional material without the prior, express, written consent of SafeStart.
- You and the Users acknowledge that Your use of any third party materials is subject to the terms of this Agreement, applicable patent, copyright, trademark, trade secret and other laws of Ireland, and nothing in this Agreement shall constitute a waiver of the rights contained in any third party materials under such laws.
- Save with the approval or express authority of SafeStart You shall not develop any product with functionality comparable to the Services using or referencing SafeStart proprietary information. You agree that You will not, in any manner or by any means, reverse-engineer, resell, adapt, reproduce, copy, store, distribute, print, display, publish or create derivative works from any part of the Services or Platform, or attempt to commercialise, copy or sell any information or matters derived from the Services or Platform.
- SafeStart grants You the right to use and access the Services and Platform for only the relevant number of Users as specifically provided for in the Proposal and You and the Users have no right to use, share, copy or disclose any part of the Services or Platform to any other personnel, or to any subsidiaries or affiliate.
- Each party shall be responsible for taking any action or initiating any proceedings which such party, at its sole discretion, determines to be necessary or appropriate to prevent any infringement of its intellectual property rights, and/or to preserve the validity and enforceability of its, or its licensors’, rights, title and interest in and to its intellectual property rights. Each party shall render to the other party all reasonably requested assistance in relation to such actions or proceedings. Each party agrees that it shall promptly notify the other party: (i) of any and all violations or misappropriations of the other party’s intellectual property rights (including without limitation, infringements, imitations, illegal use or misuse) by any third party (including without limitation, end Users), of which it is or becomes aware; and (ii) of any claims or notifications that such party’s use of the Services infringes or may infringe the intellectual property rights of a third party.
The Services and Platform
- SafeStart shall attempt to provide the Platform for twenty-four (24) hours a day, seven (7) days a week throughout the term of the Agreement. You agree that from time to time, the Platform may be inaccessible or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which SafeStart may undertake from time to time; or (iii) causes beyond the control of SafeStart or which are not reasonably foreseeable by SafeStart, including, without limitation, interruption or failure of telecommunication or digital transmission links, hostile network attacks network congestion or other failures. You agree that SafeStart has no control over the availability of the Platform on a continuous or uninterrupted basis.
- The Services and Platform are provided by SafeStart on an “as-is” basis, without warranties or any kind, either express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, non-infringement, or that use of the Services and Platform will be uninterrupted or error-free.
- SafeStart agrees to perform and complete the Services in a professional, workmanlike manner in accordance with the Service Agreement and Proposal and with the degree of skill and care that is required by good, and sound professional procedures.
- At all times during the term of the service, SafeStart shall comply with all EU, national and local laws applicable to its performance of the Services, including without limitation, those pertaining to import and export of technical data, customs, employment, labour and equal opportunity, environmental, health and safety, tax and all licensing, permitting and certification requirements.
- SafeStart shall carry and maintain in force at all times relevant hereto at its own expense such insurances that are appropriate for its business or as is required by law.
- SafeStart does not exclude or limit in any way its liability to You where it would be unlawful to do so. This includes liability for death or personal injury caused by SafeStart’ negligence or the negligence of SafeStart’ employees, agents or subcontractors and for fraud or fraudulent misrepresentation. However to the fullest extent allowed by applicable law, under no circumstances and under no legal basis (including, without limitation, tort, (including negligence) contract, breach of statutory duty, strict liability, or otherwise) shall SafeStart (or its licensors or suppliers) be liable to You or to any other person for (a) any damages (even if foreseeable) resulting from Your selection, or use of, or inability to use, or the suitability of the Services and Platform, and any use by You, or reliance by You on, of the information, content, items and experiences provided via the Services and Platform, including any indirect, special, incidental, exemplary, punitive, or consequential damages of any kind, including damages for loss of profits, sales, business, or revenue, loss of goodwill business opportunity, goodwill or reputation or anticipated savings, work stoppage, accuracy of results, or computer failure or malfunction.
- To the fullest extent allowed by applicable law, You agree to indemnify and hold SafeStart, its affiliates, officers, agents, employees and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including legal fees) arising from or in any way related to any third party claims relating to (a) Your or the Users use of the Services and Platform (including any actions taken by a third party using Your or the Users account), and (b) Your or the Users violation of this Agreement. In the event of such a claim, suit, or action, SafeStart will attempt to provide notice of the claim, suit, or action to the contact information SafeStart has for Your account (provided that failure to deliver such notice shall not eliminate or reduce Your indemnification obligations hereunder).
- SafeStart does not act as Your agent and shall have no liability whatsoever to You or any other person in respect of Your use of the Services and Platform.
- The total liability of SafeStart in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising out of or in connection with the Agreement shall be limited to the total monthly User fees paid by You to SafeStart in the preceding 6 calendar months.
- SafeStart neither assumes, nor does it authorise any person or entity to assume on its behalf, any other liability in connection with the provision of the Services and Platform.
- The limitations of liability provided in the Agreement inure to the benefit of SafeStart, its shareholders, affiliates and to all of its respective officers, directors, employees, attorneys and agents and, in each case, liability is limited to the fullest extent permitted by law.
Nature of Relationship
- SafeStart may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Agreement. SafeStart shall be expressly discharged from all obligations and responsibilities arising after such assignment or transfer.
- You may not assign, transfer, mortgage, charge, subcontract, or deal in any other manner with any or all of Your rights or obligations under the Agreement without the prior written consent of SafeStart.
- Subject to the foregoing, the Agreement shall be binding upon and shall inure to the benefit of each party hereto and its respective successors and assigns.
Applicable Law and Dispute Resolution
- The Parties shall attempt to resolve any dispute arising out of or relating to this Agreement, including without limitation any disputes relating to any non-contractual obligations arising out of or in connection with this Agreement, through negotiations between senior executives of the Parties or equivalent personnel, who have authority to settle the same. If the matter is not resolved by negotiation within 30 days of receipt of a written invitation to negotiate, the Parties will attempt to resolve the dispute in good faith through a mediation process.
- The Parties shall attempt to agree upon the appointment of a mediator, upon receipt, by either of them, of a written notice to concur in such appointment. Should the Parties fail to agree within fourteen days, either party, upon giving written notice, may apply to the President or the Vice President, for the time being, of the Chartered Institute of Arbitrators, for the appointment of a mediator.
- If the dispute has not been resolved by mediation within 60 days of the appointment of the mediator, or if any party shall not participate in the mediation process, the dispute may be referred to the courts of Ireland which shall have exclusive jurisdiction to settle any such dispute. This Agreement shall be governed by and construed in accordance with English law.
- Without prejudice to the foregoing, SafeStart may seek provisional or protective relief in the courts of another State prior to, during or after any substantive proceedings have been instituted in Ireland and SafeStart may bring enforcement proceedings in another State on foot of an Irish judgement.
- SafeStart shall not be liable to You as a result of any delay or failure to perform its obligations under the Agreement if and to the extent such delay or failure is caused by an event beyond the reasonable control of SafeStart including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of SafeStart or any other party), failure of a utility service or transport network, electrical, internet, or telecommunication outage that is not caused by the obligated party, acts of God, war, riot, pandemic, 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 SafeStart’s suppliers or SafeStart’s subcontractors.
- In the course of providing You and the Users services and in respect of You and the Users use of the Services and Platform, SafeStart may need to communicate with You and the Users via email or other contact details that You and the Users have recorded with SafeStart on the Platform. You and the Users agree to receive emails which are necessary for the normal functioning of the Services and Platform, including emails which help inform You and the Users about functionality. Notices given by SafeStart to You and the Users may be given by e-mail or by general posting on the Platform. Communications required or permitted hereunder shall be deemed duly given to You and the Users upon being transmitted by email to the current email address recorded for You and the Users on the Platform (provided SafeStart has not received any delivery or transmission failure notice).
- A waiver by SafeStart of any breach by You or the Users of any part of the Agreement or the acquiescence of SafeStart to any act (whether of commission or omission) which but for such acquiescence would be a breach as aforesaid shall not constitute a general waiver of such term, provision or condition or of any subsequent act contrary thereto. A failure to exercise or delay in exercising a right or remedy provided by the Agreement or by law does not constitute a waiver of the right or remedy or a waiver of other rights or remedies. No single or partial exercise of a right or remedy provided by the Agreement or by law prevents further exercise of that right or remedy or the exercise of another right or remedy.
- If any provision of the Agreement is determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
Entire Agreement and Amendment
- The Agreement and any agreed addendums represent the entire agreement between the parties and the provisions of the Agreement and any addendums shall supersede all prior oral and written commitments, contracts and understandings with respect to the subject matter of the Agreement.
- You agree that SafeStart may amend the Terms from time to time. You agree to be bound by any changes SafeStart may reasonably make to the Terms when such changes become effective.
- SafeStart may, in its sole discretion, amend these Terms (in whole or in part) at any time. Amendments will be effective immediately upon posting on the Platform or SafeStart website. If You continue to use any of our services SafeStart shall update You with a notification of the update through the Platform or email. You and the Users continued use of the Services and Platform represents You and the Users agreement to be bound by the Terms as amended from time to time. You and the Users are responsible for ensuring that You are familiar with the latest Terms at all times.
- No proposed amendment to the Agreement by You shall be effective unless and until the same is agreed to in writing by SafeStart.
- If You or the Users access the Services and Platform You and the Users do so on Your own initiative and at Your own risk and You are responsible for compliance with the applicable laws and regulations of the location in which You and/or the Users access the Services and Platform.