RAMs App | Risk Assessment Software, Method Statement Software and COSHH Assessments


These are the terms and conditions upon which we provide our risk assessment, method statement and COSHH assessment tools and materials. By doing one or more of the following (i) signing the Order Form we provide to you; or (ii) making payment for; or (iii) using our Services, you agree to and accept that these terms. The earliest date that you do this will be the Effective Date of this agreement. Any Order Form, together with these terms, form the agreement between us.

 

We are Faction Health And Safety Group Ltd, incorporated and registered in England and Wales with company number 9074455 whose registered office is at 42 Rydal Road, Ulverston, Cumbria LA12 9BU) with VAT number is 189 947 134, (Faction). When we use ‘Customer’ we are referring to you, a user of our Services, as set out in the Order Form.

 

YOUR ATTENTION IS DRAWN TO THE LIMITATION OF LIABILITY AT CLAUSE 12 BELOW.

 

INTERPRETATION

The definitions and rules of interpretation in this clause apply in this agreement.

 

Additional Services: any additional services provided to the Customer by Faction as specified in the Order Form, including but not limited to configuration or customisation services.

 

Additional Services Fees: the fees payable by the Customer to Faction for the additional services, if any, as set out in the Order Form

 

Authorised Users: those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services in accordance with the terms of this agreement.

 

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

 

Change of Control: shall be as defined in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.

 

Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or obviously confidential in nature.

 

Customer Data: the data inputted by the Customer, Authorised Users, or Faction on the Customer’s behalf for the purpose of using the Services or facilitating the Customer’s use of the Services, including any other documentation or information uploaded to the Service by the Customer or at the Customer’s request. Documents: health and safety document templates made available to the Customer as a part of the Services.

 

Data Protection Legislation:  (i) unless and until the GDPR is no longer directly applicable in the UK, the General Data Protection Regulation ((EU) 2016/679) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 1998.

 

Effective Date: the date this agreement is the opening paragraph.

 

Fees: Additional Services Fees and or Subscription Fees, as appropriate.

 

Normal Business Hours: 9.30 am to 5.30 pm local UK time, each Business Day. Weekend contact regarding RAMS App queries are at the discretion of Faction and shall be assessed on a case-by-case basis.

 

Order Form/s: the order form which contains details of the Customer’s order, including any subsequent orders.

 

Services: the services provided by Faction to the Customer under this agreement via www.rams-app.co.uk or any other website notified to the Customer by Faction from time to time, including any Documents, Software and or Additional Services made available by Faction as part of the Service, as applicable and as amended and updated by Faction from time to time.

 

Software: the online software applications provided by Faction as part of the Services.

 

Subscription Fees: the subscription fees payable by the Customer to Faction for the Subscription, as set out in the Order Form.

 

Subscription: the subscription purchased by the Customer pursuant to clause 8.1 and any Order Form which entitles Authorised Users to access and use the Services in accordance with this agreement.

 

Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, packaged files (.exe, .zip, .dmg), any telecommunications service, equipment or network or any other service or device; 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 adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

 

  • Clause, schedule and paragraph headings shall not affect the interpretation of this agreement. The Order Form forms part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Order Form.
  • A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns.
  • Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
  • Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
  • A reference to writing or written includes email but not fax.
  • A reference to a statute or statutory provision is a reference to it as it is amended, extended or re-enacted from time to time and includes all subordinate legislation made from time to time under that statute or statutory provision.
  • In case of a conflict between this agreement and the Order Form, the Order Form shall prevail.

 

SUBSCRIPTION

 

  • Subject to the Customer purchasing the Subscription in accordance with clause 8.1, the restrictions set out in this clause 2 and the other terms and conditions of this agreement, Faction hereby grants to the Customer a non-exclusive, non-transferable right to permit the Authorised Users to use the Services during the term of this agreement solely for the Customer’s internal business operations subject to any limits specified in the Order Form.

 

  • Subject to clause 13.4, the Customer is permitted to download any completed template documents in PDF format and utilise these for the Customer’s business purposes as contemplated by this agreement, without restriction save that any mark on the documents indicating Faction’s status as authors of the material, and that of any identified contributors, must not be removed.

 

  • In relation to the Authorised Users, the Customer undertakes that:
    • each Authorised User shall keep a secure password for their use of the Services, that such password will be changed on a regular basis and that each Authorised User shall keep their password confidential; and
    • it shall permit Faction to audit the use of the Services. Such audit may be conducted no more than once per quarter, at Faction’s expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer’s normal conduct of business.
    • The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
      • is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
      • facilitates illegal activity;
      • depicts sexually explicit images;
      • promotes unlawful violence;
      • is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
      • in a manner that is otherwise illegal or causes damage or injury to any person or property; and Faction reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause.

 

  • The Customer shall not:
    • except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
      • and except to the extent expressly permitted under this agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documents (as applicable) in any form or media or by any means; or
      • attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
      • access all or any part of the Services in order to build a product or service which competes with the Services; or
      • use the Services to provide services to third parties except to the extent expressly permitted under this agreement or agreed in writing by Faction; or
      • subject to clause 18.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit the Services to any third party, or
      • attempt to obtain, or assist third parties in obtaining, access to the Services, other than as expressly permitted by this agreement; and

 

  • The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify Faction and shall ensure that all Authorised Users accessing the Service on the Customer’s behalf act in compliance with the terms of this agreement.

 

  • The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.

 

SERVICES

 

  • Faction shall, during the term of this agreement, provide the Services to the Customer on and subject to the terms of this agreement.

 

  • Faction shall use commercially reasonable endeavours to make the Services available, except for any periods of required maintenance which Faction deems necessary. Faction will use reasonable endeavours to give the Customer advance notice by uploading a notice to the website where this is practicable.

 

  • Faction will, as part of the Services and at no additional cost to the Customer, provide the Customer with Faction’s standard customer support services during Normal Business Hours via hello@ramsapp.co.uk 

 

CUSTOMER DATA

 

  • The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data and hereby grants to Faction, and its affiliates and sub-contractors, permission to use, including without limitation to copy, edit, display or transmit, the Customer Data in connection with the provision of the Services only.

 

  • Faction shall follow its archiving procedures for Customer Data consistent with good industry practice. In the event of any loss or damage to Customer Data, the Customer’s sole and exclusive remedy shall be for Faction to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Faction. Faction shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by Faction to perform services related to Customer Data maintenance and back-up).

 

  • Faction shall, in providing the Services, comply with its Privacy Policy available at www.rams-app.co.uk or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by Faction in its sole discretion.

 

  • Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 4 is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation.

 

  • The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the data controller and Faction is the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).  Without prejudice to the generality of clause 4.4, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to Faction for the duration and purposes of this Agreement.
    • Without prejudice to the generality of clause 4.4, Faction shall, in relation to any Personal Data processed in connection with the performance by Faction of its obligations under this Agreement:
      • process that Personal Data only on the written instructions of the Customer unless Faction is required by the laws of any member of the European Union or by the laws of the European Union applicable to Faction to process Personal Data. Where Faction is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, Faction shall promptly notify the Customer of this before performing the processing required, unless those laws prohibit Faction from so notifying the Customer;
      • ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
      • ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
      • not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:
        • the Customer or Faction has provided appropriate safeguards in relation to the transfer;
        • the data subject has enforceable rights and effective legal remedies;
        • Faction complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
        • Faction complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;
      • assist the Customer, at the Customer's cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
      • notify the Customer without undue delay on becoming aware of a Personal Data breach;
      • at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the agreement; and
      • maintain complete and accurate records and information to demonstrate its compliance with this clause 4.

 

THIRD PARTY PROVIDERS

 

The Customer acknowledges that the Services may enable or assist it to access the website content or resources of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. Faction makes no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website or resources, or any transactions completed, and any contract entered into by the Customer, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Customer and the relevant third party, and not Faction. Faction recommends that the Customer refers to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party website. Faction does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.

 

FACTION’S OBLIGATIONS

 

  • Faction undertakes that the Services will be performed with reasonable skill and care.

 

  • The undertaking at clause 6.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Faction’s instructions, or modification or alteration of the Services by any party other than Faction or Faction’s duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Faction will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer’s sole and exclusive remedy for any breach of the undertaking set out in clause 6.1. Notwithstanding the foregoing, Faction:
    • does not warrant that the Customer’s use of the Services will be uninterrupted or error-free; or that the Services will meet the Customer’s requirements; and
    • is a trading health and safety business, although the purchase and/or subscription of the RAMS-App does not provide the Customer to health and safety advice unless additional services are agreed and provided as part of the contract between Faction.
    • is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
    • This agreement shall not prevent Faction from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.
    • Faction warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.

 

CUSTOMER’S OBLIGATIONS

 

  • The Customer shall:
    • provide Faction with:
      • all necessary co-operation in relation to this agreement; and
      • all necessary access to such information as may be required by Faction; in order to provide the Services, including but not limited to Customer Data, security access and configuration information;
      • comply with all applicable laws and regulations with respect to its activities under this agreement;
      • carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Customer’s provision of such assistance as agreed by the parties, Faction may adjust any agreed timetable or delivery schedule as reasonably necessary;
      • ensure that the Authorised Users use the Services in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User’s breach of this agreement;
      • obtain and shall maintain all necessary licences, consents, and permissions necessary for Faction, its contractors and agents to perform their obligations under this agreement, including without limitation the Services;
      • ensure that its network and systems comply with the relevant specifications set out by Faction in the Order Form, if any; and
      • be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to Faction’s systems, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.

 

CHARGES AND PAYMENT

 

  • The Customer shall pay the Subscription Fees and Additional Services Fees (if any) to Faction in accordance with this clause 8 and the Order Form.

 

  • Where the Customer elects to pay for the Services annually in advance, the Customer shall make payment for the full 12 month usage of the Services in full, in advance of being granted access to the Services. Faction may refuse to grant access to the Services at its discretion until payment is made in cleared funds. 

 

  • Where Customer’s elect to pay for the Services on a monthly basis, the Customer shall on or prior to the Effective Date provide to Faction valid, up-to-date and complete contact, payment and/or billing details and, if the Customer provides:
    • its credit or debit card details to Faction, the Customer hereby authorises Faction to bill such credit card:
    • on the Effective Date for the Subscription Fees and Additional Services Fees, as applicable, payable in respect of the term of this agreement; and
    • subject to clause 13 (earlier termination), on each monthly anniversary of the Effective Date for the Subscription Fees;
  • its approved purchase order information to Faction, Faction shall invoice the Customer:
    • on the Effective Date for the Subscription Fees and Additional Services Fees, as applicable, payable in respect of the term of this agreement; and
    • subject to clause 13 (earlier termination), prior to or on each monthly anniversary of the Effective Date for the Subscription Fees, and the Customer shall pay each invoice within 30 days after the date of such invoice.

 

  • If Faction has not received payment within 14 days after the due date, and without prejudice to any other rights and remedies of Faction:
    • Faction may, without liability to the Customer, disable the Customer’s password, account and access to all or part of the Services and Faction shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
    • interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of Barclay’s Bank from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
    • All amounts and fees stated or referred to in this agreement:
      • shall be payable in pounds sterling;
      • are non-cancellable and non-refundable; and
      • are exclusive of value added tax, which shall be added at the appropriate rate.

 

  • Faction shall be entitled to increase the Subscription Fees by providing 30 calendar days prior written notice to the Customer and this agreement shall be deemed to have been amended accordingly, save that the Fees cannot be increased more than once in any twelve-month period.

 

PROPRIETARY RIGHTS

 

    • The Customer acknowledges and agrees that Faction and/or its licensors own all intellectual property rights in the Services. Except as expressly stated herein, this agreement does not grant the Customer any rights to, or in, patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services.

 

    • Faction confirms that it has all the rights in relation to the Services that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.

 

CONFIDENTIALITY

 

  • Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party’s Confidential Information shall not be deemed to include information that:
    • is or becomes publicly known other than through any act or omission of the receiving party;
    • was in the other party’s lawful possession before the disclosure;
    • is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
    • is independently developed by the receiving party, which independent development can be shown by written evidence; o
    • is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
    • Each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than as contemplated by this agreement.
    • Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this agreement.
    • The above provisions of this clause 10 shall survive termination of this agreement, however arising.

 

INDEMNITY

 

  • The Customer shall defend, indemnify and hold harmless Faction against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer’s use of the Services, provided that:
    • the Customer is given prompt notice of any such claim;
    • Faction provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer’s expense; and
    • the Customer is given sole authority to defend or settle the claim.

 

  

  • Faction shall defend the Customer, its officers, directors and employees against any claim that the Services infringes any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:
    • Faction is given prompt notice of any such claim;
    • the Customer provides reasonable co-operation to Faction in the defence and settlement of such claim, at Faction’s expense; and
    • Faction is given sole authority to defend or settle the claim.

 

  • In the defence or settlement of any claim, Faction may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement on 5 Business Days’ notice to the Customer without any additional liability or obligation to the Customer.

 

  • In no event shall Faction, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:
    • a modification of the Services by anyone other than Faction; or
    • the Customer’s use of the Services in a manner contrary to the instructions given to the Customer by Faction; or
    • the Customer’s use of the Services after notice of the alleged or actual infringement from Faction or any appropriate authority.
    • The foregoing and clause 12.4(b) state the Customer’s sole and exclusive rights and remedies, and Faction’s (including Faction’s employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

 

LIMITATION OF LIABILITY

 

  • This clause 12 sets out the entire financial liability of Faction (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer:
    • arising under or in connection with this agreement;
    • in respect of any use made by the Customer of the Services or any part of them; and
    • in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this agreement.

 

  • Except as expressly and specifically provided in this agreement:
    • the template documents made available to you as part of the Service are templates reasonably fit for use by you as a starting point for the preparation of your health and safety documents, to be adapted by you as you deem appropriate to meet your individual requirements. Faction will use its reasonable efforts to keep the Services, Software reasonably accurate but Faction makes no representations about the suitability, reliability, availability, timeliness and accuracy thereof and they should not be relied upon for personal, medical, legal or financial decisions and you should consult an appropriate professional for specific advice tailored to your situation;
    • the Customer assumes sole responsibility for results obtained from the use of the Services, including but not limited to the template documents created by the Customer, and for conclusions drawn from such use. Faction shall have no liability for any damage caused by errors or omissions in any information, instructions, templates, documents or scripts provided to Faction by the Customer in connection with the Services, or any actions taken by Faction at the Customer’s direction;
    • all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and
    • the Services are provided to the Customer on an “as is” basis.

 

  • Nothing in this agreement excludes the liability of Faction:
    • for death or personal injury caused by Faction’s negligence; or
    • for fraud or fraudulent misrepresentation.

 

  • Subject to clause 12.2 and clause 12.3:
    • Faction shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and
    • Faction’s total aggregate liability in contract (including in respect of the indemnity at clause 11.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the total Fees paid for the Services during the 12 months immediately preceding the date on which the claim arose.

 

TERM AND TERMINATION

  • This agreement shall, unless otherwise terminated in accordance with this agreement, commence on the Effective Date and shall continue:
    • until the Customer serves not less than 14 calendar days’ notice of termination on Faction by cancelling its recurring payment in STRIPE where the Customer has elected to pay monthly in advance;
    • until the end of the fixed term period where the Customer has elected to pay annually in advance at which point the agreement shall automatically terminate without notice unless the Customer has agreed with Faction to continue subscriptions for the Services and paying monthly in advance or for another 12 month period in advance; or
    • until Faction serves not less than 28 calendar days’ notice to the Customer to terminate on the last day of the Customer’s term of this agreement as paid for or invoiced as at the date the notice is served. 

 

  • Faction reserves the right, at its sole option and discretion, to offer Customers interested in the ‘Starter’, ‘Business’, ‘Unlimited’ or ‘Enterprise’ price options of up to a 7 working days free trial. All information generated on the free trial will be automatically deleted and access to our Services will be lost, without notice, when the free trial expires, unless otherwise agreed.

 

  • Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:
    • the other party commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
    • the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;
    • the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or becomes insolvent or an order is made or a resolution passed for the administration, wining-up or dissolution of the other (otherwise than for the purpose of a solvent amalgamation or reconstruction) or an administrative or other receiver, manager, liquidator, administrator, trustee or similar officer is appointed over all or any substantial part of the assets of the other or the other enters into or proposes any composition or arrangement with its creditors generally or any analogous event occurs in any applicable jurisdiction;
    • the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or there is a change of control of the Customer.

 

  • On termination of this agreement for any reason:
    • all licences granted under this agreement shall immediately terminate, save that where Customer is not in breach of the terms of agreement the Customer shall be permitted to make continued use of completed template documents in accordance with the provisions of clause 2.1; 
    • all Fees will become payable immediately;
    • Faction may destroy or otherwise securely dispose of any of the Customer Data in its possession; and
    • any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.

 

FORCE MAJEURE

 

Faction shall have no liability to the Customer under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Faction or any other party), failure of a utility service or transport or telecommunications 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 Factions or sub-contractors, provided that the Customer is notified of such an event and its expected duration.

 

WAIVER

 

No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

 

SEVERANCE

 

  • If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

 

  • If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

 

ENTIRE AGREEMENT

 

  • This agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.

 

  • Each of the parties acknowledges and agrees that in entering into this agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this agreement, other than as expressly set out in this agreement.

 

ASSIGNMENT

 

  • The Customer shall not, without the prior written consent of Faction, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.

 

  • Faction may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.

 

NO PARTNERSHIP OR AGENCY

 

Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

 

THIRD PARTY RIGHTS

 

This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

 

NOTICES AND VARIATION

 

  • Any notice required to be given under this agreement, including those regarding changes to these terms and conditions, shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this agreement, or such other address (including email) as may have been notified by that party expressly for such purposes, or in the case of Faction may be posted on our website or other reasonable means now known or developed in the future.

 

  • A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed to have been received 24 hours after transmission, unless a failure to send or transmission error report is received. 

 

GOVERNING LAW

 

This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England.

 

JURISDICTION

 

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

 

 

 

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