Terms & Conditions for ISO Lite

ISO Lite Terms & Conditions

  1. Definitions & Interpretation
    • In these Terms & Conditions the following terms shall have the following meanings: 
1.1.1“Additional Period”Means a period of 3 months beginning on the expiry of the Initial Period or beginning on the expiry of any previous Additional Period;
1.1.2“Client”Means the company that purchases the subscription to the ISO Documents in accordance with these Terms & Conditions;
1.1.3“Client Users”Means employees, agents and sub-contractors of the Client authorised by the Client to make use of the ISO Documents and as set out in the Order Form;
1.1.4“Commencement Date”Means the date the client is given by ISOQL log in details to access the ISO Documents;
1.1.5“Initial Period”Means the term of 3 months from the Commencement Date;
1.1.6“Intellectual Property Rights”Means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;
1.1.7“ISO Lite Contract”Means the contract for the supply of the ISO Documents brought into force between ISOQSL and the Client in accordance with these Terms & Conditions;
1.1.8“ISOQSL”Means ISO Quality Services Limited, a company registered in England and Wales at Quality Suite, Oak House, Everoak Industrial Estate, Bromyard Road, Worcester, WR2 5HP with company registration number 03926733;
1.1.9“ISO Documents”Means the original ISOQL template documents (in Word or Excel formats) made available by ISOQSL to the Client, including updates to such documentation which may be implemented from time to time during the Initial Period or Additional Period.
1.1.11“Fee”Means the fee payable to ISOQSL by the Client for the supply of the ISO Documents during the Initial Period or Additional Period;
1.1.12“Term”Means the Initial Period and any Additional Period;
1.1.13“Terms & Conditions”Means these terms & conditions as amended by ISOQSL from time to time; and
1.1.14“Website” Means the ISOQSL website with the URL www.isoqltd.com

 

  1. ISO Document Licence
    • ISOQSL hereby grants to the Client a non-exclusive, non-transferable, revocable, licence to permit the Client Users to gain access to and to use the ISO Documents during the Initial Period in accordance with these Terms & Conditions and the ISO Lite Contract. The licence permits the client to download the ISO Documents and thereby amend and/or otherwise adapt the ISO Documents to meet the client’s own business needs and purposes and brand the ISO Documents accordingly.
    • The Initial Period may be extended in accordance with these Terms & Conditions.
    • The Client acknowledges that the ISO Documents and any and all Intellectual Property Rights arising out of or in connection with the ISO Documents remain wholly owned by ISOQSL.
  1. ISO Document Restrictions
    • The Client acknowledges that Intellectual Property Rights, including copyright and related rights, arise out of or in connection with the ISO Documents.
    • The Client acknowledges and understands that the ISO Documents are templates created in Microsoft Office Suite primarily as Word, Excel or PowerPoint applications and will not be provided in any other software format or other operating system. ISOQL will not be responsible to the Client should the Client not have compatible software or hardware and unable to download, use, edit, save or otherwise use the ISO Documents.
    • The Client agrees that it shall use its best endeavours to prevent any unauthorised access to, and/or use of, the ISO Documents and, in the event of any such unauthorised access and/or use, the Client agrees to immediately notify ISOQSL;
    • The Client agrees that it shall procure that Client Users shall not distribute or transmit the ISO Documents electronically, or by any other means and in any form, to any party or individual that is not a Client User;

3.5       For the avoidance of doubt, the Client agrees that ISOQSL may take any security measures it reasonably deems necessary to confirm the Client’s compliance with the provisions of these Terms & Conditions,

3.6.      For the avoidance of doubt, the Client agrees that any attempt to circumvent any security measures implemented under clause 3.4 shall be considered by ISOQSL as a material breach of these Terms & Conditions;

3.7       The Client agrees, warrants and undertakes that it shall not sell, copy, transfer, distribute, licence, assign, transmit, publish, or otherwise reproduce, disclose or make available to others or create derivative works from, the ISO Documents or any portion thereof, except as set out in these Terms & Conditions.

3.8       The Client agrees, warrants and undertakes that it shall not sell, copy, transfer, distribute, licence, assign, transmit, publish, or otherwise reproduce, disclose or make available to others or create derivative works from, the Intellectual Property Rights arising out of or in connection with the ISO Documents or any portion thereof, except as set out in these Terms & Conditions.

3.9       The Client agrees that it shall once the ISO Documents have been amended and/or adapted for the client’s business needs in accordance with clause 2.1 it shall remove any markings or notices attached to, or incorporated into, the ISO Documents by ISOQSL, including any copyright notices, electronically encoded information, and watermarks;

 

  1. Subscription Fee & Payment
    • The Client agrees to pay to ISOQSL the Fee for the supply of the ISO Documents during the Initial Period. Unless the client pays the Fee online via ISOQL’s website at the time of purchase of the licence, the Client will receive an invoice in respect of the Fee for the Initial Period upon the Client’s request via telephone or by email.
    • The Client agrees to pay to ISOQSL the Fee for the supply of the ISO Documents during any Additional Period. Unless the client pays the Fee online via the ISOQL’s website at the time of purchase of a licence for an Additional Period, the Client will receive an invoice in respect of the Subscription Fee for the Additional Period upon the Client’s request via telephone or by email.
    • The Fee is non-refundable. If the client pays the Fee online, access to the ISO Documents will be granted to the Client within 24 hours of receipt of payment. If the client pays the Fee upon provision of an invoice, access to the ISO Documents will be granted within 24 hours of receipt of cleared funds.

4.4       The Subscription Fee does not include any support from ISOQL in relation to the use and application of the ISO Documents save any technical support only in relation to the download of the ISO Documents.

  1. Warranties
    • Each party warrants that it is authorised to enter into the ISO Lite Contract and agrees to be bound by the Terms & Conditions.
    • Subject to clause 5.3 and in accordance with these Terms & Conditions, ISOQSL shall supply to the Client with access to the ISO Documents.
    • In respect of the ISO Documents:
      • The ISO Documents are compiled by ISOQSL from materials originating from ISOQSL and from materials originating from third party sources;

5.3.2  ISOQSL does not make any warranty as to the accuracy of the ISO Documents;

5.4.      ISOQSL does not make any warranty as to the ISO Documents satisfying any particular Client requirements or that the client is able to download and edit the ISO Documents;

5.5       ISOQSL makes no warranties, representations or agreements, express or implied, either in fact or by operation of law, statutory or otherwise, including warranties of merchantability or fitness for a particular purpose.

5.6       ISOQSL will use reasonable endeavours to supply the Client with any updates relating to the ISO Documents from time to time during the Initial and Additional Term, subject to the Client’s payment of the Fee for the Initial and any Additional Period.

  1. Termination
    • Subject to this clause 6, the ISO Lite Contract shall commence on the Commencement Date.
    • The ISO Lite Contract shall continue until the expiry of the Initial or any Additional Period.
    • ISOQSL may terminate the ISO Lite Contract or suspend the Service with 7 days’ written notice and without further liability, upon:
      • The Client’s failure to pay any sum owed to ISOQSL or the Subscription Fee;
      • The Client’s breach of any provision of the ISO Lite Contract;
      • The Client’s breach of any law, rule or regulation in respect of the ISO Documents;
      • Any insolvency, bankruptcy or assignment for the benefit of creditors, appointment of trustee or receiver or similar event in respect of the Client; or
      • Any required alteration to the ISO Documents arising as a result of amendments to legislation.
    • The Client may terminate the ISO Lite Contract, with 14 days’ written notice upon:
      • ISOQSL’s material breach of any provision of the ISO Lite Contract;
      • ISOQSL’s material breach of any law, rule or regulation in respect of the ISO Documents;
      • Any insolvency, bankruptcy or assignment for the benefit of creditors, appointment of trustee or receiver or similar event in respect of ISOQSL; or
    • ISOQSL may immediately terminate the ISO Lite Contract without notice in the event that:
      • Such termination is necessary to limit ISOQSL’s legal liability to any third-party service providers;
      • ISOQSL obtains reasonable evidence that the Client’s is making use of the ISO Documents fraudulently or illegally or in breach of clause 3.4.6 and/or 3.4.7; or
      • Such termination is required by law.
    • For the avoidance of doubt, the Client shall not be relieved from any liability incurred prior to termination or suspension of the ISO Lite Contract, or from payment of any Fee for any ISO Documents used by the Client.
    • ISOQSL retains the right not to extend the Initial Period, or any Additional Period, of the ISO Lite Contract and ISOQSL will notify the Client immediately in the event that ISOQSL exercises the rights afforded to it under this clause 6.8.
    • ISOQSL will not be liable to the Client for any damages, indemnities, compensation, or any other payment of any kind arising out of or in connection with the expiration, termination or suspension of the ISO Lite Contract.
  1. Consequences of Termination
    • The accrued rights, remedies, obligations and liabilities of the Parties as at termination shall not be affected, including the right to claim damages in respect of any breach of these Terms & Conditions which existed at or before the date of termination; and
    • Clauses which expressly or by implication have effect after termination shall continue in full force and effect.
  1. Limitation Of Liability
    • Nothing in these Terms & Conditions shall limit or exclude ISOQSL’s liability for:
      • Death or personal injury caused by its negligence, or the negligence of its employees, agents or sub-contractors; or
      • Fraud or fraudulent misrepresentation.
    • Subject to Clause 8.1 above:
      • ISOQSL shall under no circumstances whatsoever be liable to the Client, whether in contract or in tort, including whether caused by the negligence of ISOQSL, its employees, agents or otherwise, or whether in breach of statutory duty or common law duty or otherwise, for any loss of profit, loss of data, or any indirect or consequential loss or damage of whatsoever nature, arising under, out of or in connection with these Terms & Conditions or the Client’s use, or inability to use, the ISO Documents; and
      • ISOQSL’s total liability to the Client in respect of all other losses arising under, out of or in connection with these Terms & Conditions, whether in contract or in tort, including whether caused by the negligence of ISOQSL, its employees, agents or otherwise, or whether in breach of statutory duty or common law duty or otherwise, shall in no circumstances exceed the value of the ISO Lite Contract.
    • For the avoidance of doubt, the Client agrees that the Client assumes sole responsibility for the Client’s use of the ISO Documents.
    • Neither party shall be liable to the other for any failure to meet its obligations to the other where the failure is due to a Force Majeure Event.
    • ISOQSL is not aware of any inherent risk of viruses or malware contained in the ISO Documents stored on the ISOQSL servers. For the avoidance of doubt, ISOQSL has exercised reasonable due diligence in ensuring, so far as is reasonably practicable, that the ISO Documents do not contain viruses or malware. The Client accepts that the operation and use of the ISO Documents is at the Client’s own risk and the Client agrees that ISOQSL is not liable for any loss or damage incurred by the Client as a result of the Client’s operation or use of the ISO Documents.

 

  1. Intellectual Property Rights
    • All Intellectual Property Rights arising out of or in connection with the ISO Documents are owned by ISOQSL.
    • All ISO Documents are the exclusive property of ISOQSL.
    • The Client may use the ISO Documents solely for the development of the Client’s systems and procedures solely for their own business needs and purposes. The Client is not permitted to disclose the ISO Documents to any third party and strictly in accordance with clause 3.
    • The Client acknowledges and agrees that the ISO Lite Contract does not assign any ownership rights whatsoever in the ISO Documents or to the Intellectual Property Rights arising out of or in connection with the ISO Documents.
    • The Client acknowledges and agrees that the Client will take any and all action that may reasonably be required by ISOQSL in order for ISOQSL to protect its ownership of the ISO Documents and the Intellectual Property Rights arising out of or in connection with the ISO Documents.
  1. Indemnification
    • The Client will fully indemnify, defend and hold ISOQSL harmless from any claim, demand, liability, or expense of any kind arising out of the Client’s breach of the ISO Lite Contract.
  1. Assignment & Sub-Contracting
    • ISOQSL may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights under these Terms & Conditions and may sub-contract or delegate in any manner any or all of its obligations under these Terms & Conditions to any third party or agent. For the avoidance of doubt, ISOQSL may exercise its rights under this Clause 11.1 provided that the ISO Documents supplied to the Client are not materially affected.
    • ISOQSL may seek advice from any third party who in the opinion of ISOQSL is competent for the purpose.
    • The Client shall not, without the prior written consent of ISOQSL, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms & Conditions.
  1. Miscellaneous
    • Force Majeure: In respect of Force Majeure Events:
      • For the purposes of these Terms & Conditions, “Force Majeure Event” means an event beyond the reasonable control of either party including but not limited to strikes, lock-outs or other industrial disputes, 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 prevents either party from adhering to its obligations under these Terms & Conditions for more than 1 month , each party shall, without limiting its other rights or remedies, have the right to terminate the ISO Lite Contract immediately by giving written notice to the other party.
    • Entire Agreement: The ISO Lite Contract sets forth the entire agreement between the parties with respect to the subject matter hereof, and supersedes any prior agreements, representations, and understandings between the parties, including terms and conditions on any purchase order issued by the Client.
    • No Partnership: Nothing in these Terms & Conditions is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
    • Notices:
      • Any notice or other communication required to be given to a party under or in connection with these Terms & Conditions shall be in writing and shall be:
        • Delivered to the other party personally to its registered or trading office; or
        • Sent by prepaid first-class post, recorded delivery or by commercial courier to its registered office; or
        • Sent by e-mail to the other party’s main e-mail address.
      • Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at the address referred to above or, if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second business day after posting, or if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed, or if sent by fax, on the next business day after transmission, or if sent by e-mail, on the date and at the time the e-mail is acknowledged by the receiving party.
      • This Clause 12.4 shall not apply to the service of any proceedings or other documents in any legal action. 
  • Waiver:
    • A waiver of any right under these Terms & Conditions is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under these Terms & Conditions or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
    • Unless specifically provided otherwise, rights arising under these Terms & Conditions are cumulative and do not exclude rights provided by law.
  • Severance:
    • If a court or any other competent authority finds that any provision of these Terms & Conditions (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of these Terms & Conditions shall not be affected.
    • If any invalid, unenforceable or illegal provision of these Terms & Conditions would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
  • Third Parties: A person who is not a Party to these Terms & Conditions shall not have any rights under or in connection with them.
  • Variation: Except as set out in these Terms & Conditions, any variation, including the introduction of any additional terms and conditions, to these Terms & Conditions or to the Agreement, shall only be binding when notified by ISOQSL to the Client.
  • Governing Law & Jurisdiction: These Terms & Conditions, and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.