Terms of service
This is a legal agreement between you and The Handbook Group Limited (“The Handbook Group”, “us”, or “we”). By agreeing to and accepting these Terms of Service (“Terms”) and signing an Order, you represent that you have the authority to bind to the Order, these Terms, and the applicable “Service Descriptions” (collectively the “Agreement”).
1. ACCESS AND USE OF THE SERVICES
1.1. Right to use services. You agree to use the Services in accordance with the use levels by which we measure, price and offer our Services as described on our website or your Order (“Use Levels”). You may use our Services only as permitted in these Terms, and you consent to our Privacy Policy, which is incorporated by reference. We grant you a limited right to use our Services only for business and professional purposes. If your affiliates use our Services, you warrant that you have the authority to bind those affiliates and you will be liable if your affiliates do not comply with the Agreement.
1.2. “Service(s)” means our software-as-a-service offering. You understand that your personal data may be processed in connection with your use of our Services, software, and websites which are provided via equipment and resources located in the United Kingdom. The “Service Descriptions” are:
- TDHConnect is The Handbook Group’s content management system. It is a web-based tool that enables Organisation and Department TDHConnect users to access, manage, edit, create and deploy content for The Handbook Group App providing track and trace reports of App user access.
- The Handbook Group App is an application designed for iOS, Android and web browser operating systems that enables users to access The Handbook Group content through mobile devices, handheld devices, desktop computers, and laptops.
- White Label Branding is a service where The Handbook Group App is redesigned into an Organisation’s branding, using its logo and colourways to make it appear to be their own.
- TDHConnect User Training is a service to provide TDHConnect Users with the knowledge and skills to competently utilise TDHConnect functionality. This may be provided either online or at your site, depending on the level of service provision.
1.3. Limitations on use. By using our Services, you agree on behalf of yourself and your users not to (i) modify, prepare derivative works of, or reverse engineer, our Services; (ii) knowingly or negligently use our Services in a way that abuses or disrupts our networks, user accounts, or the Services; (iii) transmit through the Services any harassing, indecent, obscene, fraudulent, or unlawful material; (iv) market, or resell the Services to any third party; (v) use the Services in violation of applicable laws, or regulations; (vi) use the Services to send unauthorised advertising, or spam; (vii) harvest, collect, or gather user data without their consent; or (viii) transmit through the Services any material that may infringe the intellectual property, privacy, or other rights of third parties.
1.4. Changes to services. We reserve the right to enhance, upgrade, improve, or modify features of our Services as we deem appropriate and in our discretion. We will not materially reduce the core functionality or discontinue any Services unless we provide you with prior written notice. We may offer additional functionality to our standard Services or premium feature improvements for an additional cost.
1.5. Proprietary rights. You acknowledge that we retain all proprietary right, title and interest in the Services, our name, logo or other marks (together, the “The Handbook Group Marks”), and any related intellectual property rights, including, without limitation, all modifications, enhancements, derivative works, and upgrades thereto. You agree that you will not use or register any trademark, service mark, business name, domain name or social media account name or handle which incorporates in whole or in part The Handbook Group Marks or is similar to any of these. You agree to comply with our Branding Guidelines.
2. ORDERS, FEES AND PAYMENT
2.1. Orders. You may order Services using our then-current ordering processes (“Order”). All Orders are effective on (i) the date you submit your Order, or (ii) the date on the signature block of the Order (“Effective Date”). Acceptance of your Order may be subject to our verification and credit approval process. Each Order shall be treated as a separate and independent Order.
2.2. Fees and payment. Invoices are generated as PDF documents using accounting software and sent to you either via your preferred email contact address or in accordance with purchase order instructions. You agree to pay all applicable, undisputed fees for the Services on the terms set forth on the invoice. Except as set forth in Section 3.3 below or in the Service Descriptions, any and all payments you make to us for access to the Services are final and non-refundable. You are responsible for providing accurate and current billing, contact and payment information to us. We will not agree to submit invoices via any customer procure-to-pay online portal or Electronic Data Interchange (EDI) portals.
2.3. Sales, promotional offers and pricing. Sales, promotions and other special discounted pricing offers are temporary, and upon the renewal of your subscription, any such discounted pricing offers may expire.
2.4. Disputes and delinquent accounts. You must notify us of any fee dispute within 15 days of the invoice date. If you dispute an invoice then both parties shall aim to resolve such dispute and upon resolution of the dispute, either: (a) if the original invoice issued by us is incorrect we shall reissue a new invoice to you to replace the disputed invoice; or (b) if the original invoice issued by us was correct, you shall pay the amounts set out in the original invoice within thirty (30) days, and you agree to pay those fees within 15 days following the date the dispute is resolved between the parties. We may, if you do not pay undisputed fees by the due date for payment set out in the invoice , charge interest on the overdue amount of the relevant undisputed invoice at the statutory rate of eight percent (8%) per annum above the Bank of England’s base rate from time to time, provided that (i) we have notified you of your failure to pay the relevant undisputed invoice by the relevant due date; and (ii) you have failed to remedy such non-payment within 15 days of receipt of such notice. Any such interest shall accrue on a daily basis from the due date of the relevant undisputed invoice until actual payment of the overdue amount of the relevant undisputed invoice.
3. TERM AND TERMINATION
3.1. Term. The initial term commitment for your purchase of Services will be as specified on an Order (“Initial Term”) and begins on the Effective Date. After the Initial Term, the Services will, automatically renew for additional 12-month periods (“Renewal Terms”), unless either party provides notice of non-renewal at least 30 days before the current term expires. You may provide notice of non-renewal for each Service you do not wish to renew at [email protected]. We may agree to align the invoicing under multiple Orders but this will not reduce the term of any Order. Terminating specific Services does not affect the term of any other Services still in effect. If we permit you to reinstate Services at any time after termination, you agree that you will be bound by the then-current Terms and the renewal date that was in effect as of the effective termination date.
3.2. Termination for cause. Either party may terminate the Agreement (i) if the other party breaches its material obligations and fails to cure within 30 days of receipt of written notice, (ii) if the other party becomes insolvent or bankrupt, liquidated or is dissolved, or ceases substantially all of its business; (iii) we are subject to a change of control or ownership; or (iv) if the other party is deemed by a court of competent jurisdiction to be in breach of applicable laws.
3.3. Effect of termination. If the Agreement or any Services are terminated, you will immediately discontinue all use of the terminated Services, except that upon request, we will provide you with limited access to the Services for a period not to exceed 30 days, solely to enable you to retrieve your Content from the Services. We have no obligation to maintain your Content after that period. Neither party will be liable for any damages resulting from termination of the Agreement, and termination will not affect any claim arising prior to the effective termination date. If we discontinue Services or materially reduce the core functionality in accordance with Section 1.3 above, the related Order will be terminated, and we will provide you with a pro rata refund of any prepaid, unused fees.
3.4 Survival. The provision of Sections 2 (Orders, Fees and Payment), 3.3 (Effect of Termination), 4 (Your Content and Accounts), 7 (Indemnification), 8 (Limitation on Liability), 9.5 (Security Emergencies), 9.9 (Notices), survive any termination of the Agreement.
4. YOUR CONTENT AND ACCOUNTS
4.1. Your content. You retain all rights to your Content (defined below) and we do not own or licence your Content. We may use, modify, reproduce and distribute your Content in order to provide and operate the Services. You warrant that (i) you have the right to upload or otherwise share Content with us, and (ii) your uploading or processing of your Content in the context of our Services does not infringe on any rights of any third party. Each party agrees to apply reasonable technical, organisational and administrative security measures to keep Content protected and in any event shall be in accordance with industry standards. We will not view, access or process any of your Content, except: (i) as authorised or instructed by you or your users in this Agreement or in any other agreement between the parties, or (ii) as required to comply with our policies, applicable law, or governmental request. You agree to comply with all legal duties applicable to you as a data controller by virtue of the submission of your Content within the Services. If your Content, including any personal data as defined under applicable law and is processed by us as a data processor acting on your behalf (in your capacity as data controller), we will use and process your Content in order to provide the Services and fulfil our obligations. “Content” means any text, images, files, documents, audio or video media, and similar data that we maintain on your or your users’ behalf, as well as any other information you or your users may upload to your Service account in connection with the Services.
4.2. Your accounts. You are solely responsible for (i) all use of the Services by you and your users, (ii) maintaining lawful basis for the collection, use, processing and transfer of Content, and (iii) providing notices or obtaining consent as legally required in connection with the Services. We do not send emails asking for your usernames or passwords, and to keep your accounts secure, you should keep all usernames and passwords confidential. We are not liable for any loss that you may incur if a third party uses your password or account. We may suspend the Services or terminate the Agreement if you, your users, or attendees are using the Services in a manner that could reasonably be considered to cause harm to us. You agree to notify us immediately and terminate any unauthorised access to the Services or other security breach.
5. COMPLIANCE WITH LAWS
5.1 In connection with the performance, access and use of the Services under the Agreement, each party agrees to comply with all applicable laws, rules and regulations including, but not limited to, privacy and data protection laws and regulations. If necessary and in accordance with applicable law, we will cooperate with national and international government authorities with respect to the Services.
5.2 Notwithstanding any other provision in these Terms, we may immediately terminate the Agreement for non-compliance with applicable laws.
6. WARRANTIES
- We do not represent or warrant that: (i) the use of our services will be timely, uninterrupted or error free, or operate in combination with any specific hardware, software, system or data, (ii) our Services will meet your requirements, or (iii) all errors or defects will be corrected. Use of the Services is at your sole risk. To the extent permitted by applicable law, we disclaim all other warranties and conditions, whether express, implied warranties of merchantability, satisfactory quality, title, fitness for a particular purpose and non-infringement.
- We warrant that: (i) the Services will conform to the Service Descriptions under normal use; (ii) the Services will be provided with all reasonable care and skill in accordance with industry best practice and applicable laws; (iii) the Services shall contain reasonable and appropriate technical and organisational security measures in accordance with good industry practice; (iv) we have and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement; (v) we will comply with all applicable laws and regulations with respect to its obligations under this Agreement; (vi) we will co-operate with you in all matters relating to the Services and comply with your instructions; and (vii) we will notify you in writing immediately upon the occurrence of a change of control of The Handbook Group.
- We will notify you in writing immediately upon becoming aware of any breach of clause 6.
- We will use our best endeavours to ensure that, but do not represent or warrant that, (i) the use of our services will be timely, uninterrupted and or error free, or operate in combination with any specific hardware, software, system or data, (ii) our Services will meet your requirements, or (iii) all errors or defects will be corrected. Use of the Services is at your sole risk. To the extent permitted by applicable law, we disclaim all other warranties and conditions, whether express, implied warranties of merchantability, satisfactory quality, title, fitness for a particular purpose and non-infringement.
7. INDEMNIFICATION
7.1 You will indemnify and defend us against any third party claim resulting from a breach of Section 1.2 or 4, or alleging that any of your Content infringes upon any patent or copyright, or violates a trade secret of any party, and you agree to pay reasonable attorney fees, court costs, damages finally awarded, or reasonable settlement costs with respect to any such claim.
7.2 We will promptly notify you of any claim and cooperate with you in defending the claim. You will reimburse us for reasonable expenses incurred in providing any cooperation or assistance. You will have full control and authority over the defence and settlement of any claim, except that: (i) any settlement requiring us to admit liability requires prior written consent, not to be unreasonably withheld or delayed, and (ii) we may join in the defence with our own counsel at our own expense.
8. LIMITATION ON LIABILITY
8.1. Limitation on indirect liability. Neither party will be liable to the other party or to any other person for any indirect, special, consequential or incidental loss, exemplary or other such damages, including, without limitation, damage arising out of or relating to: (i) loss of data, (ii) loss of income, (iii) loss of opportunity, (iv) lost profits, or (v) costs of recovery, however caused and based on any theory of liability, including, but not limited to, breach of contract, tort (including negligence), or violation of statute, whether or not such party has been advised of the possibility of such damages.
8.2. Limitation on amount of liability. Except for your breach of Section 4 and your indemnification obligations, and the extent permitted by applicable law, the total cumulative liability of either party and their respective licensors and suppliers arising out of this agreement is limited to the sum of the amounts paid for the applicable Service during the 12 months immediately preceding the incident giving rise to the liability. The foregoing does not limit your obligations to pay any undisputed fees and any other amounts under any order.
9. ADDITIONAL TERMS
9.1. Third party features. Services may provide the capability for you to link to or integrate with third party sites or applications (“Third Party Services”). We are not responsible for and do not endorse Third Party Services. You have sole discretion whether to purchase or connect to any Third Party Services and your use is governed solely by the terms for those Third Party Services.
9.2. Beta services. We may offer you access to beta services that are being provided prior to general release, but we do not make any guarantees that these services will be made generally available (“Beta Services”). You understand and agree that the Beta Services may contain bugs, errors and other defects, and use of the Beta Services is at your sole risk. You acknowledge that your use of Beta Services is on a voluntary and optional basis, and we have no obligation to provide technical support and may discontinue provision of Beta Services at any time in our sole discretion and without prior notice to you. These Beta Services are offered “AS-IS”, and to the extent permitted by applicable law, we disclaim any liability, warranties, indemnities, and conditions, whether express, implied, statutory or otherwise. If you are using Beta Services, you agree to receive related correspondence and updates from us and acknowledge that opting out may result in cancellation of your access to the Beta Services. If you provide feedback (“Feedback”) about the Beta Service, you agree that we own any Feedback that you share with us. For the Beta Services only, these Terms supersede any conflicting terms and conditions in the Agreement, but only to the extent necessary to resolve conflict.
9.3. Copyright. If you believe that our Services have been used in a way that constitutes copyright infringement, you should inform us at [email protected].
9.4. Security emergencies. If we reasonably determine that the security of our Services or infrastructure may be compromised due to hacking attempts, denial of service attacks, or other malicious activities, we may temporarily suspend the Services and we will take action to promptly resolve any security issues. We will notify you as soon as reasonably practicable (and in any event within 24 hours of becoming aware of such incident or near miss) of any suspension or other action taken for security reasons together with details of the incident and whether your Content is compromised.
9.5. High-risk use. You understand that the Services are not designed or intended for use during high-risk activities which include, but are not limited to use in hazardous environments requiring fail-safe controls, weapons systems, aircraft navigation, control, or communications systems, and/or life support systems.
9.6. Assignment. Neither party may assign its rights or delegate its duties under the Agreement either in whole or in part without the other party’s prior written consent, which shall not be unreasonably withheld, except that either party may assign the Agreement to an affiliated entity, or as part of a corporate reorganisation, consolidation, merger, acquisition, or sale of all or substantially all of its business or assets to which this Agreement relates provided that written notice is provided to the other party. Any attempted assignment without consent will be void. The Agreement will bind and inure to the benefit of each party’s successors or assigns.
9.7. Notices. Notices must be sent by personal delivery, overnight courier or registered or certified mail. We may also provide notice to the email last designated on your account, electronically via postings on our website, in-product notices, or TDHConnect. Unless specified elsewhere in this Agreement, notices should be sent to us at the address for your applicable contracting entity, with a copy to our business address at Chandos House, School Lane, Buckingham, MK18 1HD, United Kingdom and we will send notices to the address last designated on your account. Notice is given (a) upon personal delivery; (b) for overnight courier, on the second business day after notice is sent, (c) for registered or certified mail, on the fifth business day after notice is sent, (d) for email, when the email is sent, or (e) if posted electronically, upon posting.
9.8. Entire agreement; order of precedence. This Agreement, including any applicable Data Protection Act (DPA), sets forth the entire agreement between us relating to the Services and supersedes all prior and contemporaneous oral and written agreements, except as otherwise permitted. If there is a conflict between an executed Order, these Terms, the DPA if applicable, and the Service Descriptions, the conflict will be resolved in that order, but only for the specific Services described in the applicable Order. Nothing contained in any document submitted by you will add to or otherwise modify this Agreement. Any variation to these terms and conditions shall only apply if agreed in writing and signed by authorised representatives of both parties.
9.9. General terms. If any term of this Agreement is not enforceable, this will not affect any other terms. Both parties are independent contractors and nothing in this Agreement creates a partnership, agency, fiduciary or employment relationship between the parties. No person or entity not a party to the Agreement will be a third-party beneficiary. Our authorised distributors do not have the right to modify the Agreement or to make commitments binding on us. Failure to enforce any right under the Agreement will not waive that right. Unless otherwise specified, remedies are cumulative. This Agreement may be agreed to online or executed by electronic signature and in one or more counterparts. No party will be responsible for any delay or failure to perform under this Agreement due to force majeure events (e.g. natural disasters; terrorist activities, activities of third party service providers, labour disputes; and acts of government) and acts beyond a party’s reasonable control, but only for so long as those conditions persist.
10. TRIALS
10.1. Free services. Your right to access and use any free Services is not guaranteed for any period of time and we reserve the right, in our sole discretion, to limit or terminate your use of any free versions of any Services by any individual or entity. If you are using the Services on a trial or promotional basis (“Trial Period” meaning an agreed period during which you can access the Services without placing an Order), your Trial Period and access to the Services will terminate (i) at the end of the Trial Period stated in your Order, or (ii) if no date is specified, 14 days after your initial access to the Services, (iii) or upon your conversion to a subscription. During the Trial Period, to the extent permitted by law, we provide the Services “AS IS” and without warranty or indemnity, and all other terms otherwise apply. We may modify or discontinue any trials or promotions at any time without notice.
10.2. Trial scope. This may be full or part of the Services as determined by us. During the Trial Period, we will provide your users access to and use of the Services as described in these Terms of Service. Support and training for the use of the Services is only provided with an Order. Therefore, the full use of the Services during the Trial Period may be limited.
10.3. Trial completion. On completion of the Trial Period you will immediately discontinue all use of the Services which will be terminated. All of your content and data in the Services may be permanently deleted at the end of the Trial, and may not be recoverable.
11. MANAGING CONSULTANTS
11.1 The right to use our Services may be granted to a third-party organisation (Managing Consultant). This is where TDHConnect is operated by the Managing Consultant on behalf of their customers and The Handbook Group App is distributed to the customer’s end users through the Managing Consultant’s TDHConnect account.
11.2 Where right to use our Services is granted in this way, the Managing Consultant expressly agrees to (i) operate TDHConnect on behalf of their customers; (ii) regularly check whether The Handbook Group App users are logged in; (iii) regularly check The Handbook Group App users’ progress; (iii) provide regular TDHConnect reports to their customers; (iv) distribute monthly toolbox talks and other article updates via the notification feature; (v) communicate content updates to customers via email and to The Handbook Group App users via the notification feature; (vi) comply with applicable law, which includes, but is not limited to, the General Data Protection Regulation EU 2016/679. These are material obligations.
12. CONTENT DISCLAIMER
12.1 Every possible effort has been made to ensure that the content contained in TDHConnect and The Handbook Group App is accurate at the time of its review and update. We cannot accept responsibility for any errors or omissions, however caused.
12.2 No responsibility for loss or damage occasioned to any person acting, or refraining from action, as a result of the content contained in TDHConnect or The Handbook Group App can be accepted by us.