SaaS Terms and Conditions

TERMS AND CONDITIONS

Please read these Terms and Conditions carefully. All contracts that the Provider may enter into from time to time for the provision of the Hosted Services and related services shall be governed by these Terms and Conditions, and the Provider will ask for the Customer's express written acceptance of these Terms and Conditions before providing any such services to the Customer].

1. Definitions

1.1 In these Terms and Conditions, except to the extent expressly provided otherwise:

"Access Credentials" means the usernames, passwords and other credentials enabling access to the Hosted Services;

"Agreement" means a contract between the parties incorporating these Terms and Conditions, and any amendments to that contract from time to time;

"API" means the application programming interface for the Hosted Services defined by the Provider and made available by the Provider to the Customer;

"Business Day" means any weekday other than a bank or public holiday in England "Business Hours" means the hours of 09:00 to 17:00 GMT/BST on a Business Day;

"Charges" means the following amounts:

(a) such amounts as may be agreed in writing by the parties from time to time

"Customer" means the person to whom the Services are being provided under these Terms and Conditions

"Customer Confidential Information" means:

(a) any information disclosed by or on behalf of the Customer to the Provider at any time before the termination of the Agreement (whether disclosed in writing, orally or otherwise) that at the time of disclosure:

(i) was marked or described as "confidential"; or

(ii) should have been reasonably understood by the Provider to be confidential; and

(b) the Customer Data;

"Customer Data" means all data, works and materials: uploaded to or stored on the Platform by the Customer; transmitted by the Platform at the instigation of the Customer; supplied by the Customer to the Provider for uploading to, transmission by or storage on the Platform; or generated by the Platform as a result of the use of the Hosted Services by the Customer (but excluding analytics data relating to the use of the Platform and server log files);

"Customer Personal Data" means any Personal Data that is processed by the Provider on behalf of the Customer in relation to the Agreement, but excluding personal data with respect to which the Provider is a data controller;

"Data Protection Laws" means the EU GDPR and the UK GDPR and all other applicable laws relating to the processing of Personal Data;

"Documentation" means the documentation for the Hosted Services produced by the Provider and delivered or made available by the Provider to the Customer;

"Effective Date" means the date to which a service order is given to the Provider by the customer for the Service; The provision of the service may be delayed for new customers while new hardware is installed or activated;

"EU GDPR" means the General Data Protection Regulation (Regulation (EU) 2016/679) and all other EU laws regulating the processing of Personal Data, as such laws may be updated, amended and superseded from time to time;

"Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, epidemics, pandemics, explosions, fires, floods, riots, terrorist attacks and wars);

"Hosted Services" means the Hughes Connect service, which will be made available by the Provider to the Customer as a service via the internet in accordance with these Terms and Conditions;

"Hosted Services Defect" means a defect, error or bug in the Platform having an adverse effect of the Hosted Services, but excluding any defect, error or bug caused by or arising as a result of:

(a) any act or omission of the Customer or any person authorised by the Customer to use the Platform or Hosted Services;

(b) any use of the Platform or Hosted Services contrary to the Documentation, whether by the Customer or by any person authorised by the Customer;

(d) an incompatibility between the Platform or Hosted Services and any other system, network, application, program, hardware or software not specified as compatible in the Hosted Services Specification;

"Hosted Services Specification" means the specification for the Platform and Hosted Services set out in Section 2 of the Services Order Form and in the Documentation;

"Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);

"Mobile App" means the mobile application provided by the provider; via Google Play, Apple store or other suitable means; for the purposes of accessing the agreed services.

"Personal Data" means personal data under any of the Data Protection Laws;

"Platform" means the platform managed by the Provider and used by the Provider to provide the Hosted Services, including the application and database software for the Hosted Services, the system and server software used to provide the Hosted Services, and the computer hardware on which that application, database, system and server software is installed;

"Provider" means Hughes Safety Showers Ltd.,a company incorporated in England and Wales (registration number 03105656) having its registered office at Whitefield Road, Bredbury, SK6 2SS ;

"Services" means any services that the Provider provides to the Customer, or has an obligation to provide to the Customer, under these Terms and Conditions;

"Services Order Form" means an order signed or otherwise agreed by the customer ;

"Support Services" means support in relation to the use of, and the identification and resolution of errors in, the Hosted Services, but shall not include the provision of training services;

"Supported Web Browser" means the current release from time to time of Microsoft Edge, Google Chrome or Apple Safari, or any other web browser that the Provider agrees in writing shall be supported;

"Term" means the term of the Agreement, commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.2;

"Terms and Conditions" means all the documentation containing the provisions of the Agreement, namely the Services Order Form, the main body of these Terms and Conditions and the Schedules, including any amendments to that documentation from time to time;

"UK GDPR" means the EU GDPR as transposed into UK law (including by the Data Protection Act 2018 and the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019) and all other UK laws regulating the processing of Personal Data, as such laws may be updated, amended and superseded from time to time; and

"User Interface" means the interface for the Hosted Services designed to allow individual human users to access and use the Hosted Services.

2. Term

2.1 The Agreement shall come into force upon the Effective Date.

2.2 The Agreement shall continue in force indefinitely, subject to termination in accordance with Clause 17 or any other provision of these Terms and Conditions.

2.3 Unless the parties expressly agree otherwise in writing, each Services Order Form shall create a distinct contract under these Terms and Conditions.

3. Hosted Services

3.1 The Provider shall provide, or shall ensure that the Platform will provide, to the Customer upon the Effective Date the Access Credentials necessary to enable the Customer to access and use the Hosted Services.

3.2 The Provider hereby grants to the Customer a worldwide, non-exclusive licence to use the Hosted Services by means of the provided User Interfaces for the internal business purposes of the Customer in accordance with the Documentation during the Term.

3.3 The licence granted by the Provider to the Customer under Clause 3.2 is subject to the following limitations:

(a) the User Interface may only be used through a Supported Web Browser or the Mobile App (when released) and;

(b) the User Interface may only be used by the officers, employees, agents and subcontractors of the Customer;

3.4 Except to the extent expressly permitted in these Terms and Conditions or required by law on a non-excludable basis, the licence granted by the Provider to the Customer under Clause 3.2 is subject to the following prohibitions:

(a) the Customer must not sub-license its right to access and use the Hosted Services;

(b) the Customer must not permit any unauthorised person or application to access or use the Hosted Services;

(d) the Customer must not republish or redistribute any content or material from the Hosted Services;

(e) the Customer must not make any alteration to the Platform, except as permitted by the Documentation; and

(f) the Customer must not conduct or request that any other person conduct any load testing or penetration testing on the Platform or Hosted Services.

3.5 The Customer shall implement and maintain reasonable security measures relating to the Access Credentials to ensure that no unauthorised person or application may gain access to the Hosted Services by means of the Access Credentials.

3.6 The Provider shall use reasonable endeavours to maintain the availability of the Hosted Services to the Customer at the gateway between the public internet and the network of the hosting services provider for the Hosted Services, but does not guarantee 100% availability.

3.7 For the avoidance of doubt, downtime caused directly or indirectly by any of the following shall not be considered a breach of the Agreement:

(a) a Force Majeure Event;

(b) a fault or failure of the internet or any public telecommunications network;

(d) any breach by the Customer of the Agreement; or

(e) scheduled maintenance carried out in accordance with the Agreement.

3.8 The Customer must comply with Schedule 1 (Acceptable Use Policy) and must ensure that all persons using the Hosted Services with the authority of the Customer comply with Schedule 1 (Acceptable Use Policy).

3.9 The Customer must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services.

3.11 The Customer must not use the Hosted Services:

(a) in any way that is unlawful, illegal, fraudulent or harmful; or

(b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

3.12 For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term.

3.13 The Provider may suspend the provision of the Hosted Services if any amount due to be paid by the Customer to the Provider under the Agreement is overdue, and the Provider has given to the Customer written notice, following the amount becoming overdue, of its intention to suspend the Hosted Services on this basis.

4. Scheduled maintenance

4.1 The Provider may from time to time suspend the Hosted Services for the purposes of scheduled maintenance to the Platform, providing that such scheduled maintenance must be carried out in accordance with this Clause 4.
4.2 The Provider, where possible, will carry out scheduled maintenance outside Business hours.

5. Support Services

5.1 The Provider shall provide the Support Services to the Customer during the Term.

5.2 The Provider shall make available to the Customer a support contact.

5.4 The Customer may use the support contact for the purposes of requesting and, where applicable, receiving the Support Services; and the Customer must not use the support contact for any other purpose.

5.5 The Provider shall respond promptly to all requests for Support Services made by the Customer through the helpdesk.

5.6 The Provider may suspend the provision of the Support Services if any amount due to be paid by the Customer to the Provider under the Agreement is overdue.

6. Customer Data

6.1 The Customer hereby grants to the Provider a non-exclusive licence to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the Customer Data to the extent reasonably required for the performance of the Provider's obligations and the exercise of the Provider's rights under the Agreement. The Customer also grants to the Provider the right to sub-license these rights to its hosting, connectivity and telecommunications service providers, subject to any express restrictions elsewhere in the Agreement.

6.2 The Customer warrants to the Provider that the Customer Data OR the Customer Data when used by the Provider in accordance with the Agreement will not infringe the Intellectual Property Rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law.

6.3 The Provider shall create a back-up copy of the Customer Data at least daily and shall ensure that each such copy is sufficient to enable the Provider to restore the Hosted Services to the state they were in at the time the back-up was taken.

7. Mobile App

7.1 The parties acknowledge and agree that the use of the Mobile App, the parties' respective rights and obligations in relation to the Mobile App and any liabilities of either party arising out of the use of the Mobile App shall be subject to separate terms and conditions, and accordingly these Terms and Conditions shall not govern any such use, rights, obligations or liabilities.

8. No assignment of Intellectual Property Rights

8.1 Nothing in these Terms and Conditions shall operate to assign or transfer any Intellectual Property Rights from the Provider to the Customer, or from the Customer to the Provider.

9. Charges

9.1 The Customer shall pay the Charges to the Provider in accordance with the Hughes Safety Showers standard Terms and Conditions of sale.

9.2 If the Charges are based in whole or part upon the time spent by the Provider performing the Services, the Provider must obtain the Customer's consent before performing Services that result in any estimate of time-based Charges given to the Customer being exceeded or any budget for time-based Charges agreed by the parties being exceeded; and unless the Customer agrees otherwise, the Customer shall not be liable to pay to the Provider any Charges in respect of Services performed in breach of this Clause 9.2.

9.4 The Provider may elect to vary any element of the Charges by giving to the Customer written notice of the variation.

10. Payments

10.1 The Provider shall issue invoices for the Charges to the Customer in accordance to the terms agreed on the Service Order

11. Provider's confidentiality obligations

11.1 The Provider must:
(a) keep the Customer Confidential Information strictly confidential;

(b) not disclose the Customer Confidential Information to any person without the Customer's prior written consent, and then only under conditions of confidentiality;

(c) use the same degree of care to protect the confidentiality of the Customer Confidential Information as the Provider uses to protect the Provider's own confidential information of a similar nature, being at least a reasonable degree of care;

(d) act in good faith at all times in relation to the Customer Confidential Information; and

(e) not use any of the Customer Confidential Information for any purpose other than internal analysis to improve the service offered to the customer

11.2 Notwithstanding Clause

11.1, the Provider may disclose the Customer Confidential Information to the Provider's officers, employees, professional advisers, insurers, agents and subcontractors who have a need to access the Customer Confidential Information for the performance of their work with respect to the Agreement and who are bound by a written agreement or professional obligation to protect the confidentiality of the Customer Confidential Information.

11.3 This Clause 11 imposes no obligations upon the Provider with respect to Customer Confidential Information that:

(a) is known to the Provider before disclosure under these Terms and Conditions and is not subject to any other obligation of confidentiality;

(b) is or becomes publicly known through no act or default of the Provider; or

(c) is obtained by the Provider from a third party in circumstances where the Provider has no reason to believe that there has been a breach of an obligation of confidentiality.

11.4 The restrictions in this Clause 11 do not apply to the extent that any Customer Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of the Provider on any recognised stock exchange.

11.5 The provisions of this Clause 11 shall continue in force for a period of 5 years following the termination of the Agreement, at the end of which period they will cease to have effect.

12. Data protection

12.1 The Provider shall comply with the Data Protection Laws with respect to the processing of the Customer Personal Data.

12.2 The Customer warrants to the Provider that it has the legal right to disclose all Personal Data that it does in fact disclose to the Provider under or in connection with the Agreement.

12.3 The Customer shall only supply to the Provider, and the Provider shall only process, in each case under or in relation to the Agreement:

(a) the Personal Data of data subjects falling within the categories specified in Section 1 of Schedule 2 (Data processing information) and

(b) Personal Data of the types specified in Section 2 of Schedule 2 (Data processing information).

12.4 The Provider shall only process the Customer Personal Data for the purposes specified in Section 3 of Schedule 2 (Data processing information).

12.5 The Provider shall only process the Customer Personal Data during the Term, and for not more than 60 days following the end of the Term, subject to the other provisions of this Clause 12.

12.6 The Provider shall only process the Customer Personal Data on the documented instructions of the Customer (including with regard to transfers of the Customer Personal Data to a third country under the Data Protection Laws).

12.7 The Customer hereby authorises the Provider to make the following transfers of Customer Personal Data:

(a) the Provider may transfer the Customer Personal Data internally to its own employees, offices and facilities in The UK, Europe and the USA, providing that such transfers must be protected by appropriate safeguards.

(b) the Provider may transfer the Customer Personal Data to its third party processors in the jurisdictions identified in Section 5 of Schedule 2 (Data processing information) and may permit its third party processors to make such transfers, providing that such transfers must be protected by any appropriate safeguards identified therein; and

(c) the Provider may transfer the Customer Personal Data] to a country, a territory or sector to the extent that the competent data protection authorities have decided that the country, territory or sector ensures an adequate level of protection for Personal Data.

12.8 The Provider shall promptly inform the Customer if, in the opinion of the Provider, an instruction of the Customer relating to the processing of the Customer Personal Data infringes the Data Protection Laws.

12.9 Notwithstanding any other provision of the Agreement, the Provider may process the Customer Personal Data if and to the extent that the Provider is required to do so by UK GDPR. In such a case, the Provider shall inform the Customer of the legal requirement before processing, unless that law prohibits such information on important grounds of public interest.

12.10 The Provider shall ensure that persons authorised to process the Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

12.11 The Provider and the Customer shall each implement appropriate technical and organisational measures to ensure an appropriate level of security for the Customer Personal Data

12.12 The Provider must not engage any third party to process the Customer Personal Data without the prior specific or general written authorisation of the Customer. In the case of a general written authorisation, the Provider shall inform the Customer at least 14 days in advance of any intended changes concerning the addition or replacement of any third party processor, and if the Customer objects to any such changes before their implementation, then the Customer may terminate the Agreement on 7 days' written notice to the Provider, providing that such notice must be given within the period of 7 days]following the date that the Provider informed the Customer of the intended changes. The Provider shall ensure that each third party processor is subject to equivalent legal obligations as those imposed on the Provider by this Clause 12.

12.13 As at the Effective Date, the Provider is hereby authorised by the Customer to engage, as sub-processors with respect to Customer Personal Data, the third parties identified in Section 5 of Schedule 2 (Data processing information).

12.14 The Provider shall, insofar as possible and taking into account the nature of the processing, take appropriate technical and organisational measures to assist the Customer with the fulfilment of the Customer's obligation to respond to requests exercising a data subject's rights under the Data Protection Laws.

12.16 The Provider must notify the Customer of any Personal Data breach affecting the Customer Personal Data without undue delay.

12.17 The Provider shall make available to the Customer all information necessary to demonstrate the compliance of the Provider with its obligations under this Clause 12 and the Data Protection Laws. The Provider may charge the Customer at its standard time-based charging rates for any work performed by the Provider at the request of the Customer pursuant to this Clause 12.17

12.18 The Provider shall, at the choice of the Customer, delete or return all of the Customer Personal Data to the Customer after the provision of services relating to the processing, and shall delete existing copies save to the extent that UK GDPR requires storage of the relevant Personal Data.

12.19 The Provider shall allow for and contribute to audits, including inspections, conducted by the Customer or another auditor mandated by the Customer in respect of the compliance of the Provider's processing of Customer Personal Data with the Data Protection Laws and this Clause 12. The Provider may charge the Customer at its standard time-based charging rates for any work performed by the Provider at the request of the Customer pursuant to this Clause 12.19, that no such charges shall be levied where the request to perform the work arises out of any breach by the Provider of the Agreement or any security breach affecting the systems of the Provider

13. Warranties

13.1 The Provider warrants to the Customer that:

(a) the Provider has the legal right and authority to enter into the Agreement and to perform its obligations under these Terms and Conditions;

(b) the Provider will comply with all applicable legal and regulatory requirements applying to the exercise of the Provider's rights and the fulfilment of the Provider's obligations under these Terms and Conditions; and

13.2 The Provider warrants to the Customer that:

(a) the Platform and Hosted Services will conform in all material respects with the Hosted Services Specification;

(b) the Platform will incorporate security features reflecting the requirements of good industry practice.

13.3 The Provider warrants to the Customer that the Hosted Services, when used by the Customer in accordance with these Terms and Conditions, will not breach any laws, statutes or regulations applicable under English law.

13.4 The Provider warrants to the Customer that the Hosted Services, when used by the Customer in accordance with these Terms and Conditions, will not infringe the Intellectual Property Rights of any person.

13.5 If the Provider reasonably determines, or any third party alleges, that the use of the Hosted Services by the Customer in accordance with these Terms and Conditions infringes any person's Intellectual Property Rights, the Provider may at its own cost and expense:

(a) modify the Hosted Services in such a way that they no longer infringe the relevant Intellectual Property Rights; or

(b) procure for the Customer the right to use the Hosted Services in accordance with these Terms and Conditions.

13.6 The Customer warrants to the Provider that it has the legal right and authority to enter into the Agreement and to perform its obligations under these Terms and Conditions.

13.7 All of the parties' warranties and representations in respect of the subject matter of the Agreement are expressly set out in these Terms and Conditions. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of the Agreement will be implied into the Agreement or any related contract.

14. Acknowledgements and warranty limitations

14.1 The Customer acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of these Terms and Conditions, the Provider gives no warranty or representation that the Hosted Services will be wholly free from defects, errors and bugs.
14.2 The Customer acknowledges that complex software is never entirely free from security
vulnerabilities; and subject to the other provisions of these Terms and Conditions, the Provider
gives no warranty or representation that the Hosted Services will be entirely secure.
14.3 The Customer acknowledges that the Hosted Services are designed to be compatible only with
that software and those systems specified as compatible in the Hosted Services Specification; and
the Provider does not warrant or represent that the Hosted Services will be compatible with any
other software or systems.
14.4 The Customer acknowledges that the Provider will not provide any legal, financial,
accountancy or taxation advice under these Terms and Conditions or in relation to the Hosted
Services; and, except to the extent expressly provided otherwise in these Terms and Conditions, the
Provider does not warrant or represent that the Hosted Services or the use of the Hosted Services
by the Customer will not give rise to any legal liability on the part of the Customer or any other
person.
15. Limitations and exclusions of liability
15.1 Nothing in these Terms and Conditions will:
(a) limit or exclude any liability for death or personal injury resulting from negligence;
(b) limit or exclude any liability for fraud or fraudulent misrepresentation.
(c) limit any liabilities in any way that is not permitted under applicable law; or
(d) exclude any liabilities that may not be excluded under applicable law.
15.2 The limitations and exclusions of liability set out in this Clause 15 and elsewhere in these
Terms and Conditions:
(a) are subject to Clause 15.1; and
(b) govern all liabilities arising under these Terms and Conditions or relating to the subject
matter of these Terms and Conditions, including liabilities arising in contract, in tort (including
negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in
these Terms and Conditions.
15.3 The Provider shall not be liable to the Customer in respect of any losses arising out of a
Force Majeure Event.
15.4 Provider shall not be liable to the Customer in respect of any loss of profits or anticipated
savings.
15.5 The Provider shall not be liable to the Customer respect of any loss of revenue or income.
15.6 The Provider shall not be liable to the Customer in respect of any loss of use or production.

15.7 Provider shall not be liable to the Customer in respect of any loss of business, contracts or
opportunities.
15.8 The Provider shall not be liable to the Customer in respect of any loss or corruption of any
data, database or software; providing that this Clause 15.8 shall not protect the Provider unless
the Provider has fully complied with its obligations under Clause 6.3
15.9 The Provider shall not be liable to the Customer in respect of any special, indirect or
consequential loss or damage.
15.10 The liability of the Provider to the Customer under the Agreement in respect of any event or
series of related events shall not exceed the greater of:
(a) the total amount paid and payable by the Customer to the Provider under the Agreement in the
12 month period preceding the commencement of the event or events.
15.11 The aggregate liability of Provider to the Customer under the Agreement shall not exceed the
greater of:
(a) the total amount paid and payable by the Customer to the Provider under the Agreement.
16. Force Majeure Event
16.1 If a Force Majeure Event gives rise to a failure or delay in either party performing any
obligation under the Agreement (other than any obligation to make a payment), that obligation will
be suspended for the duration of the Force Majeure Event.
16.2 A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely
to give rise to, any failure or delay in that party performing any obligation under the Agreement,
must:
(a) promptly notify the other; and
(b) inform the other of the period for which it is estimated that such failure or delay will
continue.
16.3 A party whose performance of its obligations under the Agreement is affected by a Force
Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.

17. Termination
17.1 Either party may terminate the Agreement by giving the other party the required notification,
as laid out in the Service Order Terms & Conditions

18. Effects of termination
18.1 Upon the termination of the Agreement, all of the provisions of these Terms and Conditions
shall cease to have effect, save that the following provisions of these Terms and Conditions shall
survive and continue to have effect (in accordance with their express terms or otherwise
indefinitely): Clauses 1, 3.12, 7, 10.2, 10.4, 11, 12, 15, 18, 21 and 22.

18.2 Except to the extent expressly provided otherwise in these Terms and Conditions, the
termination of the Agreement shall not affect the accrued rights of either party.

20. Subcontracting
20.1 Subject to any express restrictions elsewhere in these Terms and Conditions, the Provider may
subcontract any of its obligations under the Agreement
20.2 The Provider shall remain responsible to the Customer for the performance of any
subcontracted obligations.
20.3 Notwithstanding the provisions of this Clause 20 but subject to any other provision of these
Terms and Conditions, the Customer acknowledges and agrees that the Provider may subcontract to any
reputable third party hosting business the hosting of the Platform and the provision of services in
relation to the support and maintenance of elements of the Platform.
21. General
21.1 No breach of any provision of the Agreement shall be waived except with the express written
consent of the party not in breach.
21.2 If any provision of the Agreement is determined by any court or other competent authority to
be unlawful and/or unenforceable, the other provisions of the Agreement will continue in effect. If
any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were
deleted, that part will be deemed to be deleted, and the rest of the provision will continue in
effect (unless that would contradict the clear intention of the parties, in which case the entirety
of the relevant provision will be deemed to be deleted).
21.3 The Agreement may not be varied except by a written document signed by or on behalf of each
of the parties.
21.4 The Customer hereby agrees that the Provider may assign the Provider's contractual rights and
obligations under the Agreement to any third party. Save to the extent expressly permitted by
applicable law, the Customer must not without the prior written consent of the Provider assign,
transfer or otherwise deal with any of the Customer's contractual rights or obligations under the
Agreement.
21.5 The Agreement is made for the benefit of the parties, and is not intended to benefit any
third party or be enforceable by any third party. The rights of the parties to terminate, rescind,
or agree any amendment, waiver, variation or settlement under or relating to the Agreement are not
subject to the consent of any third party.
21.6 Subject to Clause 15.1, a Services Order Form, together with these Terms and Conditions, any
additional sales order terms and conditions provided with the order acknowledgment and any
Schedules, shall constitute the entire agreement between the parties in relation to the subject
matter of that Services Order Form, and shall supersede all previous agreements, arrangements and
understandings between the parties in respect of that subject matter.

21.7 The Agreement shall be governed by and construed in accordance with English law.
21.8 The courts of England shall have exclusive jurisdiction to adjudicate any dispute arising
under or in connection with the Agreement.
22. Interpretation
22.1 In these Terms and Conditions, a reference to a statute or statutory provision includes a
reference to:
(a) that statute or statutory provision as modified, consolidated and/or re- enacted from time
to time; and
(b) any subordinate legislation made under that statute or statutory provision.
22.2 The Clause headings do not affect the interpretation of these Terms and Conditions.
22.3 References in these Terms and Conditions to "calendar months" are to the 12 named periods
(January, February and so on) into which a year is divided.
22.4 In these Terms and Conditions, general words shall not be given a restrictive interpretation
by reason of being preceded or followed by words indicating a particular class of acts, matters or
things.

SCHEDULE 1 (ACCEPTABLE USE POLICY)
1. Introduction
1.1 This acceptable use policy (the "Policy") sets out the rules governing:
(a) the use of the website, webapps and Power BI reporting provided under this agreement. Also
any successor website, webapps or reporting, and the services available on that website or any
successor website, webapps or reporting(the "Services"); and
(b) the transmission, storage and processing of content by you, or by any person on your behalf,
using the Services ("Content").
1.2 References in this Policy to "you" are to any customer for the Services and any individual
user of the Services (and "your" should be construed accordingly); and references in this Policy to
"us" are to Justrite Safety group and its portfolio of companies (and "we" and "our" should be
construed accordingly).
1.3 By using the Services, you agree to the rules set out in this Policy.
1.4 By using this service you are agreeing to the terms of this Policy.

2. General usage rules
2.1 You must not use the Services in any way that causes, or may cause, damage to the Services
or impairment of the availability or accessibility of the Services.
2.2 You must not use the Services:
(a) in any way that is unlawful, illegal, fraudulent, deceptive or harmful; or
(b) in connection with any unlawful, illegal, fraudulent, deceptive or harmful purpose or
activity.
2.3 You must ensure that all Content complies with the provisions of this Policy.

3. Unlawful Content
3.1 Content must not be illegal or unlawful, must not infringe any person's legal rights, and
must not be capable of giving rise to legal action against any person (in each case in any
jurisdiction and under any applicable law).

4. Graphic material
4.1 Content must be appropriate for all persons who have access to or are likely to access the
Content in question
4.2 Content must not depict violence
4.3 Content must not be pornographic or sexually explicit.

8. Marketing and spam
8.1 You must not without our written permission use the Services for any purpose relating to the
marketing, advertising, promotion, sale or supply of any product, service or commercial offering.
8.5 You must not use the Services in any way which is liable to result in the blacklisting of
any of our IP addresses.

10. Monitoring
10.1 You acknowledge that we do not actively monitor the Content or the use of the Services.

13. Harmful software
13.1 The Content must not contain or consist of, and you must not promote, distribute or execute
by means of the Services, any viruses, worms, spyware, adware or other harmful or malicious
software, programs, routines, applications or technologies.
13.2 The Content must not contain or consist of, and you must not promote, distribute or execute
by means of the Services, any software, programs, routines, applications or technologies that will
or may have a material negative effect upon the performance of a computer or introduce material
security risks to a computer.

SCHEDULE 2 (DATA PROCESSING INFORMATION)
1. Categories of data subject
Customer Site Contacts and users of the system
2. Types of Personal Data
Names, postal address, email address, telephone numbers
3. Purposes of processing
Details will be used to configure the system, allow access, and contact the users or site contacts
when required to assist in the use or support of the system
4. Security measures for Personal Data
Data is only accessible by authorised personnel, using or configuring the system. All user access
is password protected.
All Passwords follow MS Strong Password policy
5. Sub-processors of Personal Data
Data is stored in the Azure cloud infrastructure

3.10 The Customer must not use the Hosted Services in any way that uses excessive Platform
resources and as a result is liable to cause a material degradation in the services provided by the
Provider to its other customers using the Platform; and the Customer acknowledges that the Provider
may use reasonable technical measures to limit the use of Platform resources by the Customer for
the purpose of assuring services to its customers generally.
3.11 The Customer must not use the Hosted Services:
(a) in any way that is unlawful, illegal, fraudulent or harmful; or
(b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
3.12 For the avoidance of doubt, the Customer has no right to access the software code (including
object code, intermediate code and source code) of the Platform, either during or after the Term.
3.13 The Provider may suspend the provision of the Hosted Services if any amount due to be paid by
the Customer to the Provider under the Agreement is overdue, and the Provider has given to the
Customer written notice, following the amount becoming overdue, of its intention to suspend the
Hosted Services on this basis.
4. Scheduled maintenance
4.1 The Provider may from time to time suspend the Hosted Services for the purposes of scheduled
maintenance to the Platform, providing that such scheduled maintenance must be carried out in
accordance with this Clause 4.
4.2 The Provider, where possible, will carry out scheduled maintenance outside Business hours.

5. Support Services

5.1 The Provider shall provide the Support Services to the Customer during the Term.
5.2 The Provider shall make available to the Customer a support contact
5.4 The Customer may use the support contact for the purposes of requesting and, where
applicable, receiving the Support Services; and the Customer must not use the support contact for
any other purpose.
5.5 The Provider shall respond promptly to all requests for Support Services made by the
Customer through the helpdesk.
5.6 The Provider may suspend the provision of the Support Services if any amount due to be paid
by the Customer to the Provider under the Agreement is overdue.
6. Customer Data
6.1 The Customer hereby grants to the Provider a non-exclusive licence to copy, reproduce,
store, distribute, publish, export, adapt, edit and translate the Customer Data to the extent
reasonably required for the performance of the Provider's obligations and the exercise of the
Provider's rights under the Agreement. The Customer also grants to the Provider the right to
sub-license these rights to its hosting, connectivity and telecommunications service providers,
subject to any express restrictions elsewhere in the Agreement.
6.2 The Customer warrants to the Provider that the Customer Data OR the Customer Data when used
by the Provider in accordance with the Agreement will not infringe the Intellectual Property Rights
or other legal rights of any person, and will not breach the provisions of any law, statute or
regulation, in any jurisdiction and under any applicable law.
6.3 The Provider shall create a back-up copy of the Customer Data at least daily and shall
ensure that each such copy is sufficient to enable the Provider to restore the Hosted Services to
the state they were in at the time the back-up was taken.
7. Mobile App
7.1 The parties acknowledge and agree that the use of the Mobile App, the parties' respective
rights and obligations in relation to the Mobile App and any liabilities of either party arising
out of the use of the Mobile App shall be subject to separate terms and conditions, and accordingly
these Terms and Conditions shall not govern any such use, rights, obligations or liabilities.
8. No assignment of Intellectual Property Rights
8.1 Nothing in these Terms and Conditions shall operate to assign or transfer any Intellectual
Property Rights from the Provider to the Customer, or from the Customer to the Provider.
9. Charges
9.1 The Customer shall pay the Charges to the Provider in accordance with the Hughes Safety
Showers standard Terms and Conditions of sale.
9.2 If the Charges are based in whole or part upon the time spent by the Provider performing the
Services, the Provider must obtain the Customer's consent before performing Services that result in
any estimate of time-based Charges given to the Customer being exceeded or any budget for
time-based Charges

agreed by the parties being exceeded; and unless the Customer agrees otherwise, the Customer shall
not be liable to pay to the Provider any Charges in respect of Services performed in breach of this
Clause 9.2.
9.4 The Provider may elect to vary any element of the Charges by giving to the Customer written
notice of the variation.
10. Payments
10.1 The Provider shall issue invoices for the Charges to the Customer in accordance to the terms
agreed on the Service Order
11. Provider's confidentiality obligations
11.1 The Provider must:
(a) keep the Customer Confidential Information strictly confidential;
(b) not disclose the Customer Confidential Information to any person without the Customer's
prior written consent, and then only under conditions of confidentiality
(c) use the same degree of care to protect the confidentiality of the Customer Confidential
Information as the Provider uses to protect the Provider's own confidential information of a
similar nature, being at least a reasonable degree of care;
(d) act in good faith at all times in relation to the Customer Confidential Information; and
(e) not use any of the Customer Confidential Information for any purpose other than internal
analysis to improve the service offered to the customer
11.2 Notwithstanding Clause 11.1, the Provider may disclose the Customer Confidential Information
to the Provider's officers, employees, professional advisers, insurers, agents and subcontractors
who have a need to access the Customer Confidential Information for the performance of their work
with respect to the Agreement and who are bound by a written agreement or professional obligation
to protect the confidentiality of the Customer Confidential Information.
11.3 This Clause 11 imposes no obligations upon the Provider with respect to Customer Confidential
Information that:
(a) is known to the Provider before disclosure under these Terms and Conditions and is not
subject to any other obligation of confidentiality;
(b) is or becomes publicly known through no act or default of the Provider; or
(c) is obtained by the Provider from a third party in circumstances where the Provider has no
reason to believe that there has been a breach of an obligation of confidentiality.
11.4 The restrictions in this Clause 11 do not apply to the extent that any Customer Confidential
Information is required to be disclosed by any law or regulation, by any judicial or governmental
order or request, or pursuant to disclosure requirements relating to the listing of the stock of
the Provider on any recognised stock exchange.

Customer of the legal requirement before processing, unless that law prohibits such information on
important grounds of public interest.
12.10 The Provider shall ensure that persons authorised to process the Customer Personal Data have
committed themselves to confidentiality or are under an appropriate statutory obligation of
confidentiality.
12.11 The Provider and the Customer shall each implement appropriate technical and organisational
measures to ensure an appropriate level of security for the Customer Personal Data
12.12 The Provider must not engage any third party to process the Customer Personal Data without
the prior specific or general written authorisation of the Customer. In the case of a general
written authorisation, the Provider shall inform the Customer at least 14 days in advance of any
intended changes concerning the addition or replacement of any third party processor, and if the
Customer objects to any such changes before their implementation, then the Customer may terminate
the Agreement on 7 days' written notice to the Provider, providing that such notice must be given
within the period of 7 days]following the date that the Provider informed the Customer of the
intended changes. The Provider shall ensure that each third party processor is subject to
equivalent legal obligations as those imposed on the Provider by this Clause 12.
12.13 As at the Effective Date, the Provider is hereby authorised by the Customer to engage, as
sub-processors with respect to Customer Personal Data, the third parties identified in Section 5 of
Schedule 2 (Data processing information).
12.14 The Provider shall, insofar as possible and taking into account the nature of the processing,
take appropriate technical and organisational measures to assist the Customer with the fulfilment
of the Customer's obligation to respond to requests exercising a data subject's rights under the
Data Protection Laws.
12.16 The Provider must notify the Customer of any Personal Data breach affecting the Customer
Personal Data without undue delay.
12.17 The Provider shall make available to the Customer all information necessary to demonstrate
the compliance of the Provider with its obligations under this Clause 12 and the Data Protection
Laws. The Provider may charge the Customer at its standard time-based charging rates for any work
performed by the Provider at the request of the Customer pursuant to this Clause 12.17
12.18 The Provider shall, at the choice of the Customer, delete or return all of the Customer
Personal Data to the Customer after the provision of services relating to the processing, and shall
delete existing copies save to the extent that UK GDPR requires storage of the relevant Personal
Data.
12.19 The Provider shall allow for and contribute to audits, including inspections, conducted by
the Customer or another auditor mandated by the Customer in respect of the compliance of the
Provider's processing of Customer Personal Data with the Data Protection Laws and this Clause 12.
The Provider may charge the Customer at its standard time-based charging rates for any work
performed by the Provider at the request of the Customer pursuant to this Clause 12.19, providing
that no such charges shall be levied where the request to perform the work arises out of any breach
by the Provider of the Agreement or any security breach affecting the systems of the Provider

12.20 If any changes or prospective changes to the Data Protection Laws result or will result in
one or both parties not complying with the Data Protection Laws in relation to processing of
Personal Data carried out under the Agreement, then the parties shall use their best endeavours
promptly to agree such variations to the Agreement as may be necessary to remedy such non-
compliance.
13. Warranties
13.1 The Provider warrants to the Customer that:
(a) the Provider has the legal right and authority to enter into the Agreement and to perform
its obligations under these Terms and Conditions;
(b) the Provider will comply with all applicable legal and regulatory requirements applying to
the exercise of the Provider's rights and the fulfilment of the Provider's obligations under these
Terms and Conditions; and

13.2 The Provider warrants to the Customer that:
(a) the Platform and Hosted Services will conform in all material respects with the Hosted
Services Specification;
(b) the Platform will incorporate security features reflecting the requirements of good industry
practice.
13.3 The Provider warrants to the Customer that the Hosted Services, when used by the Customer in
accordance with these Terms and Conditions, will not breach any laws, statutes or regulations
applicable under English law.
13.4 The Provider warrants to the Customer that the Hosted Services, when used by the Customer in
accordance with these Terms and Conditions, will not infringe the Intellectual Property Rights of
any person.
13.5 If the Provider reasonably determines, or any third party alleges, that the use of the Hosted
Services by the Customer in accordance with these Terms and Conditions infringes any person's
Intellectual Property Rights, the Provider may at its own cost and expense:
(a) modify the Hosted Services in such a way that they no longer infringe the relevant
Intellectual Property Rights; or
(b) procure for the Customer the right to use the Hosted Services in accordance with these Terms
and Conditions.
13.6 The Customer warrants to the Provider that it has the legal right and authority to enter into
the Agreement and to perform its obligations under these Terms and Conditions.
13.7 All of the parties' warranties and representations in respect of the subject matter of the
Agreement are expressly set out in these Terms and Conditions. To the maximum extent permitted by
applicable law, no other warranties or representations concerning the subject matter of the
Agreement will be implied into the Agreement or any related contract.
14. Acknowledgements and warranty limitations

14.1 The Customer acknowledges that complex software is never wholly free from defects, errors and
bugs; and subject to the other provisions of these Terms and Conditions, the Provider gives no
warranty or representation that the Hosted Services will be wholly free from defects, errors and
bugs.
14.2 The Customer acknowledges that complex software is never entirely free from security
vulnerabilities; and subject to the other provisions of these Terms and Conditions, the Provider
gives no warranty or representation that the Hosted Services will be entirely secure.
14.3 The Customer acknowledges that the Hosted Services are designed to be compatible only with
that software and those systems specified as compatible in the Hosted Services Specification; and
the Provider does not warrant or represent that the Hosted Services will be compatible with any
other software or systems.
14.4 The Customer acknowledges that the Provider will not provide any legal, financial,
accountancy or taxation advice under these Terms and Conditions or in relation to the Hosted
Services; and, except to the extent expressly provided otherwise in these Terms and Conditions, the
Provider does not warrant or represent that the Hosted Services or the use of the Hosted Services
by the Customer will not give rise to any legal liability on the part of the Customer or any other
person.
15. Limitations and exclusions of liability
15.1 Nothing in these Terms and Conditions will:
(a) limit or exclude any liability for death or personal injury resulting from negligence;
(b) limit or exclude any liability for fraud or fraudulent misrepresentation.
(c) limit any liabilities in any way that is not permitted under applicable law; or
(d) exclude any liabilities that may not be excluded under applicable law.
15.2 The limitations and exclusions of liability set out in this Clause 15 and elsewhere in these
Terms and Conditions:
(a) are subject to Clause 15.1; and
(b) govern all liabilities arising under these Terms and Conditions or relating to the subject
matter of these Terms and Conditions, including liabilities arising in contract, in tort (including
negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in
these Terms and Conditions.
15.3 The Provider shall not be liable to the Customer in respect of any losses arising out of a
Force Majeure Event.
15.4 Provider shall not be liable to the Customer in respect of any loss of profits or anticipated
savings.
15.5 The Provider shall not be liable to the Customer respect of any loss of revenue or income.
15.6 The Provider shall not be liable to the Customer in respect of any loss of use or production.

17. Termination
17.1 Either party may terminate the Agreement by giving the other party the required notification,
as laid out in the Service Order Terms & Conditions

18.2 Except to the extent expressly provided otherwise in these Terms and Conditions, the
termination of the Agreement shall not affect the accrued rights of either party.

10. Monitoring
10.1 You acknowledge that we do not actively monitor the Content or the use of the Services.