Terms & Conditions

Background

These terms and conditions apply as between you, the User of Cloud Services provided there in and ADW Safety Cloud Limited (“ ADW ”) the owner (s) of the Cloud Services and this Website. Your agreement to comply with and be bound by these terms and conditions and to grant any and all licences required is deemed to occur upon your acceptance of these terms and conditions prior to your first use of the Cloud Services . Access to the Cloud Services are also contingent on and subject to your separate agreement to the terms of any other Consultancy Services provided.

1. Definitions and Interpretation

1.1) In these terms and conditions , unless the context otherwise requires, the following expressions have the following meanings:
"Account" means collectively the personal information and credentials used by Users to access the Cloud Services through the Web Site ;
"Agreement" means the binding agreement that shall come into effect between the User and ADW Safety Cloud Limited following the User’s acceptance of these terms and conditions and which shall incorporate these terms and conditions ;
"Content" means any text, graphics, images, audio, video , software, data compilations and any other form of information capable of being stored in a computer that appears on or forms part of the Website;
"Cloud Services" means collectively the “ ADW Safety Cloud” online facilities, tools, Cloud Services or information that ADW Safety Cloud Limited makes available through the Webs ite either now or in the future ;
"User/Users" means any third party that accesses the Website and the Cloud Services that is not employed by ADW Safety Cloud Limited and acting in the course of their employment ; and
"Website" means the website on which these terms and conditions appear www.adwsafetycloud.com and any sub - domains of that web site unless expressly excluded by their own terms and conditions.
1.2) Unless the context otherwise requires, each reference in these terms and conditions to:
1.2.1) “Writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;
1.2.2) “Writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;
1.2.3) A Clause or paragraph is a reference to a Clause of these terms and conditions .
1.3) The headings used in these terms and conditions are for convenience only and shall have no effect upon the interpretation of these terms and conditions .
1.4) Words imparting the singular number shall include the plural and vice versa.
1.5) References to any gender shall include the other gender.

2. Provision of Cloud Services

2.1) ADW shall use its best and reasonable endeavours to provide the Cloud Services on an error - free basis and without interruption.
2.2 ) Notwithstanding sub - Clause 2.1, ADW does not provide any guarantee that provision of the Cloud Services shall be error - free or without interruption and reserves the right to alter or suspend provision of the Cloud Services without prior notice to Users. By accepting these terms and conditions the User acknowledge s that the Cloud Services may change in form or nature at any time.
2.3) ADW shall have the right, exercisable at its sole discretion, subject to the terms of the Consultancy Services, to terminate provision of the Cloud Services without prior notice to Users.
2.4) Notwithstanding ADW ’s right to perform a ny of the actions detailed in this Clause without prior notice, ADW shall use its best and reasonable endeavours to provide such notice whenever possible.

3. Access to Cloud Services

3.1) The User represents and warrants that they have the authority to enter into the Agreement, to use the Cloud Services , and to perform any and all acts as may be necessary under these terms and conditions.
3.2) If the User is unable to comply with the requirements of sub - Clause 3.1 they shall be prohibited from using the Cloud Services and must not accept these terms and conditions.
3.3) In order to use the Cloud Services Users are required to create an Account and to submit certain personal details. By accepting these terms and conditions the User represents and warrants that:
3.3.1) Any information that is submitted is accurate and truthful
3.3.2) All such information will be kept accurate and up - to - date ; and
3.3.3) The means by which they identify themselves does not violate any part of these terms and conditions or any applicable laws.
3.4) If the User has reason to believe that their Account details have been obtained by another without consent, the User should contact ADW immediately who will have the right to suspend their Account as necessary.

4. Fees

Access to and use of the Cloud Services are subject to prompt and full payment of the appropriate fee for the same as specified in your agreement.

5. Use of Cloud Services

5.1 ) The Cloud Services are for use as part of the Consultancy Services only
5.2 ) Users are permitted to use the Cloud Services only in accordance with:
5.3 5.3.1) The terms of the Consultancy Services
5.3.2) These terms and conditions; and
5.3.3) Any relevant law , regulation or other applicable instrument in their particular jurisdiction.
5.4) Subject to any express agreement to the contrary, Users may only access the Cloud Services through the normal means provided by ADW Safety Cloud Limited. Users shall not attempt to download, convert or otherwise reverse - engineer any part of the Cloud Services .
5.5 ) Users may not engage in any conduct that may disrupt provision of the Cloud Services by ADW.
5.6 ) Subject to any express agreement to the contrary, Users may not reproduce, copy, duplicate, trade or resell the Cloud Services.
5.7 ) Users’ rights to use the Cloud Services a re non - exclusive, non - transferrable and fully revocable at ADW ’s discretion.

6. Intellectual Property

6.1 )Subject to the exceptions in Clause 7 of these terms and conditions, all Content included on the Webs ite, unless submitted or created by Users , including, but not limited to, text, graphics, logos, icons, images, sound clips, video clips, data compilations , page layout, underlying code and software is the property of ADW , our affiliates or other relevant third parties. By accepting these terms and conditions the User acknowledges that such material is protected by applicable United Kingdom and International intellectual property and other laws.
6.2 )Subject to Clause 9 Users may not reproduce, copy, distribute, store or in any other fashion re - use material from the Webs ite unless otherwise indicated on the Webs ite or unless given express written permission to do so by ADW .

7. Third Party Intellectual Property

Where expressly indicated, certain Content, such as advertising material, and the Intellectual Property Rights subsisting therein belongs to other parties. This Content, unless expressly stated to be so, is not covered by any permission granted by Clause 6 of these Terms and Conditions to use Content from the Web Site. The exceptions in Clause 9 continue to apply.

Any such Content will be accompanied by a notice providing the contact details of the owner and any separate use policy that may be relevant.

8.User Content and Intellectual Property

8.1 ) When using the ADW Safety Cloud Services to create Content, Users should do so in accordance with the following rules:
8.1.1 ) Users must not submit Content that is unlawful or otherwise objectionable. This includes, but is not limited to, Content that is abusive, threatening, harassing, defamatory or fraudulent;
8.1.2 )Users must not submit Content that is intended to promote or incite violence.
8.1.3 )Users must not submit Content that may contain viruses or any other software or instructions that may damage or disrupt other software, computer hardware or communications networks.
8.1.4 )Users must not post links to other web sites containing an y of the above types of Content;
8.1.5 )Users must not engage in any form of commercial advertising. This does not prohibit references to businesses for non - promotional purposes including references where advertising may be incidental.
8.1.6 )Users must not impersonate other people, particularly employees and representatives of ADW or our affiliates.
8.1.7 )Users must not use the Cloud Services for unauthorised mass - communication such as “spam” or “junk mail".
8.2 )ADW has the right, but not the obligation to pre or post - screen Content submitted or created by Users and may flag or filter any Content that it deems appropriate.
8.3 )If any Content is found to be in breach of these terms and conditions, ADW reserves the right to remove it without notice and may, at its sole discretion, terminate the responsible User’s access to the Cloud Services.
8.4 )Users acknowledge that they may be exposed to Content that they may find offensive. If a User believes that such Content is in violation of these terms and conditions, it should be reported to ADW by contacting: email: info@ adwsafetycloud.com.
8.5 )Users are solely responsible for any and all Content that they submit or create. ADW does not endorse, support, represent or otherwise guarantee the accuracy or reliability of such Content.
8.6 )Subject to sub - Clause 8 .4, Users use the Cloud Services at their own risk.
8.7 )By submitting or creating Content Users warrant and represent that they are the author of such Content and / or that they have acquired all of the appropriate rights and / or permissions to use the Content in this fashion. ADW accepts no responsibility or liability for any infringement of third party rights by such Content. Further, Users waive all moral rights in any and all Content that they submit or create to be named as its author. ADW accepts no responsibility or liability for any infringement of third party rights by such Content.
8.8 )By accepting these terms and conditions, the User grant s a non - exclusive, worldwide, perpetual licence to ADW to copy, distribute, transmit, publicly display, publicly perform, transmit and reformat all Content for the purpose of providing the Cloud Services.
8.9 )The User represent s and warrant s that they have all necessary rights, power and authority to grant the licence described in sub - Clause 8.8.

9. Fair Use of Intellectual Property

Content may be copied, transmitted, per formed, adapted or otherwise re - used without written permission where any of the exceptions detailed in Chapter III of the Copyright Designs and Patents Act 1988 or other relevant legislation apply.

10. Links to Other Websites

This Website may provide links t o other websites as part of the Cloud Services . Unless expressly stated, such web sites are not under the control of ADW or that of our affiliates. ADW assumes no responsibility for the content of the web sites and disclaims liability for any and all forms of loss or damage arising out of the use of them. The inclusion of a link to another website on this Website does not imply any endorsement of that website or of those in control of it.

11. Links to this Website

Users wishing to place a link to this Website on another website may do so only to our home page in the absence of any prior permission. Deep linking (i.e. links to specific pages within the Web site) requires the express permission of ADW. To find out more users should contact ADW at info@adwsafetycloud.com

12. Privacy

Use of the Webs ite and the Cloud Services is also governed by ADW ’s Privacy Policy which is incorporated into these terms and conditions by this reference , www.adwsafetycloud.com

13.Disclaimer of Warranties

13.1) ADW makes no warranty or representation that the Web site or the Cloud Services will meet Users’ requirements, that they will be of satisfactory quality, that they will be fit for a particular purpose, that they will not infringe the rights of third parties, that they will be compatible with all systems, or that they will be secure.
13.2 ) ADW shall use its best and reasonable endeavours to ensure that all information provide d on the Website and the Cloud Services is accurate and up to date, however ADW makes no warranty or representation that this will always be the case. ADW makes no guarantee of any specific results from the use of the Website or the Cloud Services.
13.3 ) No part of the Website or the Cloud Services is intended to constitute advice and the Content of the Website and the Cloud Services should not be relied upon when making any decisions or taking any action of any kind.
13.4 ) Whilst every effort has been made to ensure that all descriptions of Cloud Services available from ADW correspond to the actual Cloud Services available, ADW is not responsible for any variations from these descriptions.

14. Availability of the Website and the Cloud Services

14.1 ) The Website and the Cloud Services are provided “as is” and on an “as available” basis. ADW gives no warranty that the Website or the Cloud Services will be free of defects and / or faults. To the maximum extent permitted by law ADW provide s no warranties (express or implied) of fitness for a particular purpose, accuracy of information, compatibility and satisfactory quality.
14.2 ) ADW accepts no liability for any disruption or non - availability of the Web site or the Cloud Services resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, power failure, natural events, acts of war or legal restrictions and censorship

15. Limitation of Liability

15.1) ADW ’s liability for any direct or indirect loss or damage, foreseeable or otherwise, including any indirect, consequential, special or exemplary damages arising out of our breach of these terms and conditions shall be limited to the value of the User’s subscription prevailing at the relevant time. For all other direct or indirect loss or damage, foreseeable or otherwise, including any indirect, consequential, special or exemplary damages arising from the use of the Website , the Cloud Services or any information contained therein , to the maximum extent permitted by law, ADW accepts no liability. Users should be aware that they use the Website, the Cloud Services and all relevant Content at their own risk.
15.2) Nothing in these terms and conditions excludes or restricts ADW ’s liability for death or personal injury resulting from any negligence or fraud on the part of ADW .

16. Term and Termination

16.1) The term of the Agreement shall commence upon the User’s acceptance of these terms and conditions and shall continue until terminated either by the User or by ADW in accordance with this Clause 16 or upon expiration or termination of the Consultancy Services .
16.2) ADW reserves the right to terminate the Agreement, a User’s Account and a User’s access to the Cloud Services at any time for the following reasons:
16.2.1) The User has committed a material breach of these terms and conditions or those of the Consultancy Services , unless such br each is capable of remedy, in which case the right to terminate immediately will be exercisable if the User fails to remedy the breach within 7 days after a written notice to do so;
16.2.2) The User has indicated, expressly or impliedly, that they do not intend to or are unable to comply with these terms and conditions;
16.2.3) ADW is required to do so by law;
16.2.4) It has become, in the opinion of ADW , its affiliates or advisers, no longer commercially viable to continue providing the Cloud Services ;
16.2.5) ADW is no longer providing the Cloud Services in the User’s country of residence;
16.3) If ADW terminates a User’s Account as a result of the User’s breach of these terms and conditions the User will not be entitled to any refund.
16.4) If ADW terminates a User’s Account or subscription for any other reason, the User will be refunded any remaining balance of any fee relating to the Cloud Services on a pro - rata time basis.
16.5) If ADW terminates a User’s Account or subscription for any other reason, the User will be refunded any remaining balance of any fee relating to the Cloud Services on a pro - rata time basis.
16.6) In the event that the Agreement is terminated, the User’s Account will be closed and their access to the Cloud Services suspended in accordance with sub - Clauses 16. 5 and 1 6. 6 . Any Content that the User has submitted or created will become inaccessible to all Users from the date on which the Cloud Services become inaccessible , however copies may be retained by ADW as part of standard backup procedures.
16.7) Upon termination of the Agreement, the User shall cease to be bound by all obligations set out in these terms and conditions with the exception of those expressly stated to survive the termination of the Agreement.

17. No Waiver

In the event that either the User or ADW fails to exercise any right or remedy contained in these terms and conditions, this shall not be construed as a waiver of that right or remedy.

18. Assignment

Users may not assign, transfer, sub - contract, or in any other manner make over to any third party the benefit and/or burden of this Agreement (“Assignment”) without the prior written consent of ADW, such consent not to be unreasonably withheld. ADW may make such Assignment in its favour upon written notice.

19. Severance

In t he event that any of these terms are found to be unlawful, invalid or otherwise unenforceable, that term is to be deemed severed from these terms and conditions and shall not affect the validity and enforceability of the remaining terms and conditions . This term shall apply only within jurisdictions where a particular term is illegal.

20. Entire Agreement

These terms and conditions embody and set forth the entire Agreement and understanding between the Parties and supersede all prior oral or written agreements, understandings or arrangements relating to the subject matter of the Agreement. Neither the User nor ADW shall be entitled to rely on any agreement, understanding or arrangement not expressly set forth in these terms and conditions, save for any representation made fraudulently.

21. Notices

All notices / communications shall be sent to and by ADW either by post to ADW Safety Cloud Ltd ,15 Almond Close, Wokingham, Berkshire RG 41 4UU. Such notice will be deemed received 3 days after posting if sent by first class post, the day of sending if the email is received in full on a business day and on the next business day if the email is sent on a weekend or public holiday.

22. Law and Jurisdiction

22.1) These terms and conditions, the Agreement and all other aspects of the relationship between the User and ADW shall be governed by and construed in accordance with the Laws of England and Wales.
22.2) Any dispute between the User and ADW relating to these terms and conditions, the Agreement and all other aspects of the relationship shall fall within the exclusive jurisdiction of the courts of England and Wales.