End User License Agreement
This End User Licence Agreement (“EULA”) is a legal agreement between:
TECHSHIFT LIMITED (trading as ‘SAFEPOINT’), a company incorporated in England and Wales under number 11652803 and whose registered office is at The Enterprise Centre University of East Anglia, Norwich Research Park, Norwich, United Kingdom, NR4 7TJ (“Safepoint”, “us” or “we”); and
you, a person authorised to use the Services (“End User” or “you”),
for use of the Safepoint lone worker app or website (“App”), which enables users and their supervising team to connect.
We license use of the App to you on the terms of this EULA. We do not sell the App to you and we remain the owners of the App at all times.
● BY USING THE APP YOU AGREE TO THE TERMS OF THE LICENCE WHICH WILL BIND YOU.
● IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE, WE WILL NOT LICENSE THE APP TO YOU AND YOUR RIGHTS TO ACCESS THE APP WILL IMMEDIATELY TERMINATE.
We recommend that you print a copy of this EULA for future reference.
1.1. The definitions and rules of interpretation in this clause apply in this EULA.
Business Day: a day other than a Saturday, Sunday or public holiday in England.
Client: means the business or organisation that you are engaged by (if applicable) who has contracted with Safepoint using an Enterprise Level Agreement.
Contract Month: has the meaning set out in clause 3.3.
Documentation: any documents and/or materials made available to you by Safepoint from time to time which sets out a description of the Services and/or any user instructions for the Services.
End User Materials: any data, content, materials or documents inputted by you, or Safepoint on your behalf, to the App for the purpose of using the Services or facilitating your use of the Services.
Initial Subscription Term: where applicable, any trial or initial period of the End User’s use of the App.
Intellectual Property Rights: any patents, trade marks, service marks, copyright, database rights, moral rights, design rights, unregistered design rights, domain names, rights in get-up, topography rights, know-how, confidential information and any other intellectual or industrial property rights whether or not registered or capable of registration and whether subsisting in England or any other part of the world together with any goodwill relating or attached to such rights.
Measured Services: has the meaning set out in clause 3.4.
Normal Business Hours: 9.00 am to 5.00 pm local UK time, each Business Day.
Service Data: any data provided through the App by Safepoint, including without limitation, reports relating to the usage of the Services.
Services: the services provided through the App during the Subscription Term, which may include, inactive worker alerts, manual emergency trigger and a task countdown timer.
Subscription Term: means the period from the beginning of the Initial Subscription Term until:
(1) the end of the Initial Subscription Term, if you are still within the Initial Subscription Term and have not purchased any extensions to the Licence (“Licence Extension”) in accordance with clause 3.1; or, if not applicable
(2) the end of the latest Licence Extension purchased, if you are still within the term of that Licence Extension; or, if not applicable
(3) the end of the then current Contract Month.
1.2. The terms of this EULA apply to the App or any of the Services accessible through the App (including, without limitation, the access of the Service Data).
1.3. We may update this EULA at any time by emailing you with details of the change or notifying you of a change when you next log into the App. The new terms may be displayed on-screen and you may be required to read and accept them to continue your use of the App and the Services.
1.4. From time to time updates to the App may be released. Depending on the update, you may not be able to use the App and the Services until you have accepted any new terms. Certain updates, upgrades and/or additional features may also be subject to additional payment.
1.5. You accept responsibility in accordance with the terms of this EULA for the use of the App on or in relation to any computer, mobile or other device, whether or not it is owned by you (“Device”).
1.6. The terms of our Privacy Notice (as updated from time to time), available at https://www.safepointapp.com/privacy-policy are incorporated into this EULA by reference. Additionally, by using the App, you acknowledge and agree that internet transmissions are never completely private or secure.
1.7. By accessing the App, you consent to us collecting and using technical information about any Device to help improve our products and to provide any Services to you.
1.8. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular. The terms ‘including’, ‘include’, ‘in particular’ or any similar expression shall be illustrative only and are not intended to limit the sense of the words preceding those terms.
1.9. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
1.10. Clause headings are for reference purposes only and shall not affect the interpretation of this EULA.
1.11. A reference to ‘writing’ or ‘written’ includes email unless stated otherwise, but not faxes.
1.12. Where applicable, in the event of a conflict between this EULA and any Enterprise Level Agreement in place between Safepoint and a Client from time to time (“Head Agreement”), the applicable Head Agreement will prevail. The parties acknowledge that multiple Head Agreements may apply. In the event of conflict between two or more Head Agreements, the relevant Head Agreement to which the relevant activity relates to will apply and prevail.
2. USING THE SOFTWARE
2.1. You must be over sixteen years of age to create an account to use the App.
2.2. You are responsible for maintaining the confidentiality of your account and password and you agree to accept responsibility for all activities that occur under your account or password.
2.3. You are responsible for ensuring that the details you provide us with are correct and complete, and for informing us of any changes to the information you have provided.
2.4. Please note that you are only entitled to use the App in a business context.
3. ORDER DETAILS
3.1. You may place an order for a licence to use some or all of the Services (“Licence”) through the Safepoint website (“Website”). The order will detail the applicable fees, the duration of the Licence and you will need to submit your payment details and make payment in accordance with clause 5. The Licence may be for full access to the App or for certain features only, as specified in the applicable order.
3.2. Where you have selected to obtain a free trial of the App (“Trial Period”) on the Website, you will be entitled to a trial for the period specified on the Website. You will be required to pay for any Measured Services used during the Trial Period. During any Trial Period you will only be entitled to use the App, the Services and the Data as a business tool for the ordinary day to day activities involved in the administration and running of your business.
3.3. Unless you have ordered a (further) Licence Extension, at the expiry of the Initial Subscription Period or any Licence Extension (as the case may be), you will automatically be subscribed to a rolling monthly Licence (each monthly period being a “Contract Month”) for continued use of the App.
3.4. You may also place an order for additional paid-for Services within the App, either (a) at the time of ordering the Licence or Trial Period, or (b) at any time during the Subscription Term (“Additional Services”). The order for Additional Services will detail the applicable fees payable. You will need to make payment for the Additional Services in accordance with the order and clause 5.
3.5. Certain Services, including Additional Services, will be charged for based on volume or frequency of usage (e.g. SMS alerts) (“Measured Services”), in which case the relevant order will specify the usage charges and frequency of charging. You will need to make payment for the Measured Services in accordance with the order and clause 5.
3.6. You may cancel Measured Services on the App at any time, in which case you will be invoiced for the use of such Measured Services used up to and including cancellation. You may cancel any other Additional Services on the App at any time but such cancellation will only take effect at the end of your Subscription Term.
3.7. Any orders placed by you will be treated as an offer to purchase a Licence or a Trial Period to use the App, to purchase a Support Upgrade or to take Additional Services. When you place an order, we will send you a message confirming receipt of your order and containing the details of your order (the “Order Notification”). The Order Notification is acknowledgement that we have received your order, and does not confirm acceptance of your offer to purchase a Licence or a Trial Period to use the App, to purchase a Support Upgrade or to take Additional Services.
3.8. We only accept your offer, and conclude the contract when we: (i) debit your credit, debit card or online payment provider account or (ii) send an e-mail confirming to you that we've accepted your order (the “Order Confirmation”). Notwithstanding, where a Head Agreement is in place, such charges may be paid by the Client on your behalf.
3.9. Where a Head Agreement is not in place with a Client in relation to your use of the App, by purchasing a Licence, Trial Period, Support Upgrade and/or Additional Services, you confirm that you have authority to bind any business on whose behalf you purchase a Licence, Trial Period, Support Upgrade and/or Additional Services for. In the unlikely event that the price shown on the Website is wrong, and we discover this before accepting your order in accordance with clause 3.6, we are not required to provide a Licence, Trial Period, Support Upgrade or Additional Services at the price shown. We always try and ensure that the prices shown on our Website are accurate, but occasionally genuine errors may occur. If we discover an error in the price of the Licence, Trial Period, Support Upgrade or Additional Services that you have ordered we will let you know as soon as possible and give you the option of re-confirming your order at the correct price or cancelling it.
3.10. All credit/debit cardholders are subject to validation checks and authorisation by the card issuer. If the issuer of your payment card refuses to or does not, for any reason, authorise payment to us we will not be liable to you for any delay.
3.11. If your credit or debit card payment is not processed successfully for any reason, we reserve the right to re-attempt to process payment up to a maximum of four times within a reasonable period.
3.12. Where a Head Agreement applies, it will set out the applicable fees, Initial Subscription Term and Subscription Term in relation to your use of the App. Where this is not the case, the fees stated on the Safepoint website shall apply on a per user, per month or per annum basis.
4. SERVICE LEVELS
4.1. Safepoint will provide the Client with customer support services in accordance with Schedule 1 (“Support Services”). Subject to clauses 4.2 and 4.3, the response times and service credits available to you pursuant to the Support Services are determined by which service level has been selected with your Licence or Trial Period.
4.2. You may also buy an upgrade to a higher level of Support Services within the App at any time during the Subscription Term (“Service Upgrade”). Any Service Upgrade will be treated as an additional order. Such additional order will detail the applicable additional fees. You will need to make payment for the additional fees in accordance with the order and clause 5.
4.3. You may choose to downgrade to a lower level of Support Services within the App at any time but such downgrade will only take effect at the end of your Subscription Term.
5. FEES AND PAYMENT
5.1. In consideration of the provision of the Licence, Trial Period, Support Services and/or Additional Services under this EULA, you must pay the charges as set out in the applicable order(s). Notwithstanding the fees specified in an order, we reserve the right to increase the fees at our sole discretion upon providing you with written notice.
5.2. All amounts payable must be made in pounds sterling (GBP) and are non-refundable.
5.3. All fees are exclusive of VAT, which shall be payable in addition to the fees (where applicable).
5.4. You will not be entitled to set-off, counterclaim, deduct or withhold payment under this EULA.
5.5. If you do not pay any fees by the relevant due date, we reserve the right to take the following actions:
(a) charge interest on any outstanding sums from the due date for payment in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment; and/or
(b) suspend the Services we provide to you. We will not be liable for any loss of data that may occur in relation to the suspension of the Services.
5.6. We may set-off any liability that you may have to us against any liability that we may have to you.
6. LICENCE RESTRICTIONS
6.1. Except as expressly set out in this EULA you agree:
(a) not to copy the App or any underlying source code;
(b) not to disclose your login information to the App to any other person;
(c) not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the App;
(d) not to make alterations to, or modifications of, the whole or any part of the App, or permit the App or any part of it to be combined with, or become incorporated in, any other programs;
(e) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
i. not to attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, display, transmit, or distribute all or any portion of the App in any form or media or by any means; or
ii. not to attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the App;
(f) not to access all or any part of the App, the Services or any Service Data in order to build a product or service which competes with the App;
(g) not to use the App, the Services or the Service Data to provide services to third parties;
(h) not to license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the App, any Service Data and/or the Services available to any third party, or
(i) not to attempt to obtain, or assist third parties in obtaining, access to the App, any Service Data and/or Services, other than as permitted by EULA; and
(j) to comply with all technology control or export laws and regulations that apply to the technology used or supported by the App,
together defined as “Licence Restrictions”.
7. ACCEPTABLE USE RESTRICTIONS AND OBLIGATIONS
7.1. You must:
(a) not use the App in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this EULA, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including 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, 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, into the App or any operating system;
(b) not infringe our Intellectual Property Rights or those of any third party in relation to your use of the App, Service or any Service Data including the submission of any infringing material by you to the App;
(c) not transmit any material that is defamatory, illegal, offensive or otherwise objectionable in relation to your use of the App;
(d) not use the Service Data for any illegal, misleading or unethical purpose or otherwise in any manner which may be detrimental to the reputation of Safepoint;
(e) not use the App in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; and
(f) not collect or harvest any information or data from any Service or our systems or attempt to decipher any transmissions to or from the servers running any Service,
together defined as “Acceptable Use Restrictions”.
7.2. You shall use your best endeavours to use adequate technological and security measures, including measures we may reasonably recommend (such as anti-virus and firewall protection on your Device), or that you and we may agree to, from time to time.
7.3. Without prejudice to the obligations undertaken in this clause 7, you must notify us immediately upon becoming aware or suspecting that any login information has been used, or may be known, by any third party so that we can re-set your login details.
7.4. You agree to provide us with all reasonably required information, co-operation and assistance as may be required by us under this EULA in a timely and efficient manner.
7.5. You acknowledge that you are solely responsible for procuring and maintaining your network connections and telecommunications links from your systems and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the Internet.
8. INTELLECTUAL PROPERTY RIGHTS
8.1. You shall own all right, title and interest in and to all of the End User Materials and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the End User Materials.
8.2. In the event of any loss or damage to End User Materials, your sole and exclusive remedy shall be for Safepoint to use reasonable commercial endeavours to restore the lost or damaged End User Materials from the latest back-up of such End User Materials maintained by us in accordance with our archiving procedure in effect from time to time. We shall not be responsible for any loss, destruction, alteration or disclosure of End User Materials caused by any third party (except those third parties sub-contracted by Safepoint to perform services related to End User Materials maintenance and back-up).
8.3. You hereby grant to Safepoint a non-exclusive, perpetual, irrevocable, transferable, royalty-free, worldwide licence to use the End User Materials in relation to any Safepoint services from time to time. You acknowledge that Safepoint and its personnel may use any non-confidential details of the Services and the Service Data (including sharing any analysis or metrics gained from any testing) for a number of purposes, including case studies, publications, exhibitions, competitions and other promotional purposes (such as use in print and on the Safepoint website).
8.4. You acknowledge and agree that Safepoint and/or its licensors own all Intellectual Property Rights in the App, the Services, the Service Data and the Documentation. Except as expressly stated herein, this EULA does not grant you any Intellectual Property Rights, or any other rights or licences in respect of the App, the Services or the Documentation.
8.5. We hereby grant to you a non-exclusive, non-transferable licence to use the Service Data solely for the Client's internal business operations until the end of the Subscription Term (howsoever arising). The Services Data may be exported from the App during the Licence period only, provided that the Client is not deemed to be in breach of this EULA (as determined in our sole discretion). The Services Data shall be deleted by us after a period of [X days / weeks / months] of the termination of this EULA (unless you: (i) are deemed to be in breach of this EULA (as determined in our sole discretion); or (ii) purchase a further Licence).
8.6. We warrant that we have all Intellectual Property Rights in relation to the App, the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this EULA.
8.7. You warrant that all information disclosed to Safepoint is accurate, complete and that any End User Materials supplied may be used within the App and for the provision of the Services without breach of any third party rights or Intellectual Property Rights. Consequently, you will therefore indemnify and keep Safepoint and its officers, employees, consultants, agents and sub-contractors indemnified, on demand, against all losses, costs and liabilities and all expenses, including reasonable legal or other professional expenses, suffered or incurred by Safepoint arising out of or in connection with any claim:
(a) in relation to the End User Materials infringing a third party’s Intellectual Property Rights;
(b) in relation to the End User Materials’ contents, accuracy or completeness; and/or
(c) for any defamatory, offensive or illegal content, information or materials provided by you either directly or indirectly to Safepoint.
9. CONFIDENTIALITY AND DATA PROTECTION
9.1. Our approach to the capture, storing, sharing and use of information and data (including data supplied by you) is set out in our Privacy Notice.
9.2. Please read our Privacy Notice carefully as it is binding on you in relation to the processing of your Personal Data pursuant to your use of the App. Please note that we may send users of the App service related information by email from time to time. For the avoidance of doubt, Safepoint may use anonymised customer data for the purposes of marketing and analysis.
9.3. A party (“Receiving Party”) will keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed (either orally, in writing or by demonstration) to the Receiving Party by the other party (“Disclosing Party”) or its employees, agents or sub-contractors and any other confidential information concerning the Disclosing Party’s business, its products and services which the Receiving Party may obtain (“Confidential Information”).
9.4. In relation to any Confidential Information received from the Disclosing Party or from a third party on behalf of the Disclosing Party, the Disclosing Party and the Receiving Party agree:
(a) to treat the Confidential Information in confidence and to use it only for the purpose of discharging the Receiving Party’s obligations under this EULA;
(b) not to disclose the Confidential Information to any third party without the express written permission of the Disclosing Party (except that the Receiving Party may disclose the Confidential Information to its officers, employees, consultants, agents and sub-contractors who need access to the Confidential Information in connection with discharging the Receiving Party’s obligations under this EULA and provided that such officers, employees, consultants, agents and sub-contractors are made aware of the confidential nature of the Confidential Information and are subject to confidentiality obligations at least as onerous as those set out in this EULA); and
(c) to treat the Confidential Information with the same degree of care and with sufficient protection from unauthorised disclosure as the Receiving Party uses to maintain its own confidential or proprietary information.
9.5. Nothing in this EULA will prevent the Receiving Party from using or disclosing any Confidential Information which:
(a) is in or comes into the public domain in any way without breach of this EULA by the Receiving Party or any person or entity to whom it makes disclosure;
(b) the Receiving Party can show was: (i) in its possession or known to it by being in its use or being recorded in its files prior to receipt from the Disclosing Party and was not acquired by the Receiving Party from the Disclosing Party under an obligation of confidence; or (ii) to have been independently developed by the Receiving Party without reference to the Confidential Information;
(c) the Receiving Party obtains or has available from a source other than the Disclosing Party without breach by the Receiving Party or such source of any obligation of confidentiality or non-use;
(d) is disclosed by the Receiving Party with the prior written approval of the Disclosing Party; or
(e) is required by law to be released (e.g. by a court order), provided that, when permitted by the applicable law, the Disclosing Party is given as much prior written notice as possible of such request.
9.6. This clause 9 shall survive termination of this EULA, however arising.
10. LIMITATION OF LIABILITY
10.1. You acknowledge that the App has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the App as described in the applicable documentation meet your requirements. We only supply the App for your internal business operations.
10.2. This clause 10 sets out the entire financial liability of Safepoint (including any liability for the acts or omissions of its employees, agents and sub-contractors) to you:
(a) arising under or in connection with this EULA;
(b) in respect of any use made by you of the App, the Services, the Documentation, the Service Data or any part of them; and
(c) in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this EULA.
10.3. Except as expressly and specifically provided in this EULA:
(a) you assume sole responsibility for results obtained from the use of the App, the Services, the Documentation and the Service Data by you, and for conclusions drawn from such use. Safepoint shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Safepoint by you in connection with the Services, or any actions taken by Safepoint at your direction;
(b) 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 EULA; and
(c) the App, the Services, the Documentation and the Service Data are provided to you on an “as is” basis.
10.4. Nothing in this EULA limits or excludes the liability of either party for death or personal injury resulting from negligence or for any damage or liability incurred by a party as a result of fraud or fraudulent misrepresentation by the other party.
10.5. You will indemnify and keep Safepoint and its officers, employees, consultants, agents and sub-contractors indemnified, on demand, against all losses, costs and liabilities and all expenses, including reasonable legal or other professional expenses, suffered or incurred by Safepoint arising out of or in connection with any breach of this EULA by the End User, or by any third party acting on the End User’s behalf.
10.6. Subject to clause 10.4 and excluding any provisions in this EULA where an indemnity is provided by either party:
(a) neither party will be liable to the other party for loss of profits, loss of business, depletion of goodwill and/or similar losses, loss of anticipated savings, loss of goods, loss of contract, loss of use, loss or corruption of data or information or any special, unforeseeable loss (i.e. indirect and consequential loss) or pure economic loss, costs, damages, charges or expenses. For the avoidance of doubt, loss or damage is unforeseeable if either it is not obvious that it will happen or if, at the time the contract was made, both we and you did not know that it might happen; and
(b) each party’s total liability to each other party in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising under or in connection with this EULA will be limited to:
(i) a sum of £1,000 during the Initial Subscription Term; and
(ii) the Subscription Fees paid or payable for the Services in the previous 12 months (to be calculated on a pro rata basis where the current Subscription Term is less than 12 months in order to obtain a 12 month figure for the Subscription Fees) giving rise to such liability during the then current Subscription Term.
11.1. Your rights to use the App will immediately terminate at the earlier of:
(a) at any time during the Initial Subscription Term if it is terminated by the Client;
(b) the termination or expiry of the Subscription Term;
(c) the end of the Trial Period; or
(d) the termination or expiry of a Head Agreement for any reason (where applicable) and provided that no other Head Agreement(s) apply.
11.2. This EULA may be terminated by you at any time with immediate effect by providing written notice of termination to Safepoint (which may be submitted via the App), provided that all fees due under this EULA (for the full Subscription Term) are paid in full and all other terms of this EULA are adhered to. Please note that by cancelling your account, you will be removing yourself from the Safepoint system entirely.
11.3. We may terminate or suspend (at our sole discretion) this EULA immediately by providing notice to you if you breach any of the Licence Restrictions or the Acceptable Use Restrictions.
11.4. Without limiting any other rights or remedies, either party (“Terminating Party”) may terminate this EULA with immediate effect by providing written notice to the other party (“Defaulting Party”) on or at any time after the occurrence of any of the events specified below:
(a) a breach by the Defaulting Party of its obligations under this EULA which (if the breach is capable of remedy) the Defaulting Party has failed to remedy within 14 days after receipt of notice in writing from the Terminating Party requiring the Defaulting Party to do so; or
(b) an event, including (or similar in nature to) the following:
i. the Defaulting Party is unable to pay its debts as they fall due;
ii. the Defaulting Party goes into liquidation either compulsorily (except for the purpose of reconstruction or amalgamation) or voluntarily;
iii. a receiver is appointed in respect of the whole or any part of the Defaulting Party;
iv. a provisional liquidator is appointed to the Defaulting Party or the Defaulting Party enters into a voluntary arrangement or any other composition or compromise with the majority by value of its creditors or has a winding-up order or passes a resolution for the voluntary winding-up or has an administrative receiver appointed or takes steps towards any such event; or
v. the Defaulting Party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.
11.5. On termination for any reason:
(a) all rights granted to you under this EULA shall cease;
(b) you must immediately cease all activities authorised by this EULA; and
(c) 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 EULA which existed at or before the date of termination shall not be affected or prejudiced.
11.6. If, for whatever reason, our relationship with a third party service or data provider is restricted, suspended or terminated which affects our ability to provide the App, the Services or the Service Data, we will notify you in writing and use reasonable endeavours to re-commence the App, the Services and the provision of the Service Data as soon as possible. However, we will have no liability to you for any interruptions or termination of the App or the Services hereunder.
11.7. The suspension or cancellation of your account and your right to use the App shall not affect either party's rights or liabilities.
11.8. Any provision of this EULA that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this EULA shall remain in full force and effect.
12. COMMUNICATION BETWEEN US
12.1. If you wish to contact us in writing, or if any condition in this EULA requires you to give us notice in writing, you can send this to us by e-mail to firstname.lastname@example.org. We will confirm receipt of this by return e-mail.
12.2. If we have to contact you or give you notice in writing, we will do so by e-mail to the address you provide to us in your request for the App.
13. EVENTS OUTSIDE OUR CONTROL (FORCE MAJEURE)
13.1. Neither party shall in any circumstances have any liability to the other party under this EULA if it is prevented from, or delayed in, performing its obligations under this EULA 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 or illness involving the workforce of Safepoint, failure of a utility service or transport 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 suppliers or sub-contractors. If the force majeure event continues for a period of four weeks or more, the unaffected party may terminate this EULA with immediate effect by providing the other party with written notice.
14. THIRD PARTY PROVIDERS
14.1. You hereby acknowledge that the Services may enable or assist you to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that if you do so, this is solely at your own risk.
14.2. Safepoint makes no representation, warranty 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 any transactions completed, and any contract entered into by you with any such third party. Any contract entered into and any transaction completed via any third-party website is between you and the relevant third party, and not Safepoint.
15.1. Subject to the terms of any applicable Head Agreement, this EULA constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into this EULA it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that are not set out in this EULA. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this EULA.
15.2. We reserve the right to make changes to this EULA at any time upon providing you with notice. If you continue to use the App then you will be deemed to have accepted the updated EULA.
15.3. Subject to clause 15.2, no variation of this EULA will be effective unless it is in writing and signed by the authorised representatives of the parties.
15.4. No failure or delay by a party to exercise any right or remedy provided under this EULA 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. The rights and remedies provided under this EULA are in addition to, and not exclusive of, any rights or remedies provided by law.
15.5. You shall not, without the prior written consent of Safepoint, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this EULA. Safepoint 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 EULA.
15.6. Nothing in this EULA is intended to or shall operate to create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including without limitation the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
15.7. No one other than a party to this EULA, their successors and permitted assignees, shall have any right to enforce any of its terms.
15.8. If any provision or part-provision of this EULA is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this EULA.
15.9. All notices must be in writing and are deemed given when mailed by registered or certified mail, return receipt requested, to the other party’s registered address (for the End User, this will be the Client’s registered address) (or such other address notified to the other party in writing from time to time). It is agreed that serving notice by email or fax will not be an effective method of providing notice of a claim under this EULA.
16. LAW AND JURISDICTION
16.1. This EULA and any disputes or claims arising out of or in connection with it or its subject matter or formation (including without limitation non-contractual disputes or claims) are governed by English law and the parties irrevocably submit to the exclusive jurisdiction of the English courts.
SCHEDULE 1: SERVICE LEVELS
1. SUPPORT SERVICE
1.1. Safepoint’s Support Services are available to the Client as follows (all times shown are local UK time) (“Support Service Hours”):
1.1.1. Basic: 9am - 5pm, Business Days
1.1.2. Standard: 8am - 8pm, Business Days
1.1.3. Professional: 8am - 8pm, Mon - Sun
1.1.4. Enterprise: 24/7/365
Whether the Client is entitled to Basic, Standard, Professional or Enterprise Support Services is specified in clause 4. If the Client has not selected or purchased a particular service level they shall be deemed to be entitled to the Basic level of Support Services.
1.2. The Support Services can be accessed via telephone, email or via a dedicated support website at https://support.safepointapp.com. A notification via any of these methods is a “Support Request”.
1.3. Safepoint shall use reasonable endeavours to provide the Services with 99% uptime (excluding planned maintenance where Safepoint has provided the Client with reasonable advance notice). Unplanned service incidents or outages are assessed and graded by severity using the following definitions:
1.4. For each severity of incident, Safepoint aims to resolve the incident within the following timescales (“Service Levels”). For each level, a time and point of escalation is identified:
For the purposes of this paragraph 1.4:
1.4.1. subject to paragraph 1.4.2, the stated response times are measured from the time a Support Request is submitted by the Client;
1.4.2. if a support request is submitted by the Client outside of the Support Service Hours it shall be deemed received when the Support Service opens again; and
1.4.3. references to hours or days are to hours and days within the Support Service Hours. By way of example:
a Support Request notifying a Level 1 severity incident reported at 3pm on a Business Day, requires a response within four hours, being:
11am on the next Business Day for Basic service level clients; and
7pm on the same Business Day for Standard, Professional and Enterprise service level clients;
a Support Request notifying a Level 2 severity incident reported at 5pm on a Friday which is a Business Day, requires a response within six hours, being:
2pm on the next Business Day for Basic service level clients;
11am on the next Business Day for Standard service level clients;
11am on the following day (i.e. Saturday) for Professional service level clients; and
11pm on the same day for Enterprise service level clients; and
a Support Request notifying a Level 3 severity incident reported at 9pm on a Saturday, requires a response within one day, being:
9am on the second Business Day for Basic service level clients;
8am on the second Business Day for Standard service level clients;
8am on the following Monday for Professional service level clients; and
9pm on the Sunday for Enterprise service level clients.
2. SERVICE CREDITS
2.1. Safepoint shall provide the Client with service credits in the event of any failure to meet the Level 1 and Level 2 Service Levels following notification of a Support Request. Safepoint shall provide service credits to the Client calculated on a points-based system as follows: (a) each Level 1 fault incident accumulates 5 points; and (b) each Level 2 fault incident accumulates 2 points.
2.2. The total number of points will be aggregated on a monthly basis and the following service credits will be applied to the Client’s account if the following level of points have been accumulated:
% figures are references to a reduction of the fees due in respect of that month under this Agreement.
2.3. The first month to be assessed in respect of the Service Levels will commence upon execution of this EULA. The points total will revert to zero at the start of each measured month.
2.4. The provision of service credits are intended to be a reduction in the fees payable by the Client to reflect the reduced value of the relevant Safepoint Services, they are not intended to compensate for any losses suffered. Notwithstanding, where service credits are provided by Safepoint to the Client, this shall be the Client’s and End User’s sole and exclusive remedy in respect of that fault incident.