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Digital Food Safety 🌡
SECTION 3 –TERMS AND CONDITIONS
|Applicable Law||the laws of England and Wales and any other laws or regulations, regulatory policies, guidelines or industry codes which apply to this Agreement and the provision of the Hardware, Software, Services, Platform(s), Documentation and/or Deliverables;|
|Authorised Users||subject to any restrictions in Section 2A (Service Description) available at https://www.navitassafety.com/service-descriptions/, those employees, officers, contractors or agents of the Client who are authorised by the Client to use the Hardware, Software, Services, Platform(s), Documentation and/or Deliverables;|
|Business Day||a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;|
|Charges||the charges set out in Part 5 of Section 1 (Commercial Details);|
all confidential information (however recorded or preserved) disclosed by a party or its employees, officers, subcontractors or agents to the other party and that party’s employees, officers, subcontractors or agents whether before or after the date of this Agreement and in particular:
(a) information concerning the business, affairs, customers, clients or suppliers of the disclosing party or of any member of the group of companies to which the disclosing party belongs;
(b) details of the Hardware, Software, Services, Platform(s) and/or Documentation, and the results of any performance tests of the Services, is Navitas’ Confidential Information; and
(c) the Client Data, is the Client’s Confidential Information;
|Client Data||the data inputted by the Client, Authorised Users, or Navitas on the Client’s behalf, for the purpose of using the Platform Services or facilitating the Client’s use of the Platform Services;|
|Data Protection Legislation|
the Data Protection Act 2018 and:
(a) unless and until the General Data Protection Regulation ((EU) 2016/679) (“GDPR”) is no longer directly applicable in the UK, the GDPR; and then
(b) any other relevant aspect of Applicable Law;
|Deliverables||any output of the Services provided by Navitas to the Client, whether as specified in the Service Description or otherwise provided by Navitas to the Client in relation to the Services;|
the documentation made available to the Client by Navitas online via:
(a) the relevant Platform(s); or
(b) such other web address notified by Navitas to the Client from time to time,
which sets out a description of the Services and the user instructions for the Services;
|Intellectual Property Rights|
patents, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case:
(a) whether registered or unregistered; and
(b) including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
|Business Hours||9.00 am to 5.00 pm UK time, each Business Day;|
In respect of DFS Services:
(a) app.navitassafety.com; and
In respect of Compliance Services: compliance.navitassafety.com; and
In respect of Academy Services: academy.navitassafety.com,
or, in each case, such other website or platform notified to the Client by Navitas in writing from time to time.
|Renewal Period||the period described in Clause 13.1 (Term and Termination);|
the services provided by Navitas to the Client in respect of the Service Line(s) offered under this Agreement as described in Section 2A (Service Description) available at. https://www.navitassafety.com/service-descriptions/ , including:
(a) those elements of the Services provided via the DFS, Compliance and / or Academy Platform(s) (the “Platform Services”); and
(b) such other Services as may be agreed by Navitas and the Client in writing from time to time;
|Service Line(s)||the DFS Services, Compliance Services, Academy Services and Audit Services, provided by Navitas to the Client, as described in Section 2A (Service Description) available at https://www.navitassafety.com/service-descriptions/ ;|
|Site(s)||the Client sites described in the relevant part of Section 1 (Commercial Details) which unless stated otherwise will be the Sites for all Service Lines;|
|Site Subscriptions||the Site subscriptions purchased by the Client pursuant to this Agreement, which entitle the Client to use the Hardware, Software, Services, Platform(s), Documentation and/or Deliverables in relation to Client Data collected or created in respect of the relevant Site(s);|
|Software||the online software applications provided by Navitas as part of the Services (including the Platform(s));|
|Subscription Term||the Initial Term together with any subsequent Renewal Periods;|
|Support Services Policy||Navitas’ policy for providing support in relation to the Services as made available on the relevant Platform(s) or such other website address as may be notified to the Client from time to time;|
|User Subscriptions||the user subscriptions purchased by the Client pursuant to this Agreement which entitle an equivalent number of Authorised Users to access and use the Hardware, Software, Services, Platform(s), Documentation and/or Deliverables in accordance with this Agreement;|
|VAT||value added tax or any equivalent tax;|
|Virus||anything, software, code, or device which may: prevent, impair or otherwise adversely affect the operation of any computer software, data, hardware or network, any telecommunications service, equipment or network.|
2. USE OF THE SERVICES AND PLATFORMS
3. CLIENT DATA
TITLE AND RISK
5. THIRD PARTY PROVIDERS
6. NAVITAS’ OBLIGATIONS
The Client acknowledges that the Hardware, Software, Services, Platform(s), Documentation and Deliverables may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
Such correction or substitution constitutes the Client’s sole and exclusive remedy for any breach of the undertaking set out in Clause 6.1 above.
7. CLIENT’S OBLIGATIONS
as may be required by Navitas in order to provide the Services, including Client Data, security access information, configuration information, health and safety information and security requirements that apply at any of the Sites;
8. CHARGES AND PAYMENT
9. INTELLECTUAL PROPERTY RIGHTS
12. LIMITATION OF LIABILITY
13. TERM AND TERMINATION
may immediately be invoiced by Navitas and shall be payable by the Client in accordance with Clause 8 (Charges and Payment);
If the Client breaches Clause 14.1.1 above, it shall pay Navitas a sum equal to one year’s basic remuneration of that employee, officer, subcontractor, agent, consultant plus the costs reasonably incurred by Navitas in replacing such person.
This Clause 14.3 does not apply to the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
The occurrence of a Force Majeure Event shall not release the Client from its obligation to pay any sum due under the terms of this Agreement.