Snapshot Audit Terms & Conditions
These Snapshot Audit Terms & Conditions were updated on 15 May 2020
Your attention is particularly drawn to the provisions of Clause 9 (Limitation of Liability)
Important notice: Please read carefully before buying Snapshot Audits.
Hassell Inclusion Limited provides its Snapshot Audits to business customers only and not to individual consumers for personal purposes (that is, not in connection with, or for use in, their trade, business, craft, or profession). If you are a consumer, please do contact us directly at email@example.com to discuss your requirements.
This is a legal agreement between you (the “Customer” or “you”) and Hassell Inclusion Limited (the “Hassell Inclusion”, “us” or “we”) for your purchase of Hassell Inclusion Limited Snapshot Audits (“Audits“), which may include printed materials, video recording and online documentation (“Documentation”). These Conditions (as defined below) apply to the provision of Audits to you by us.
If you are booking through the On-line Booking Process, by clicking on the “place order” button, you agree to these Conditions which will bind you and (if you are an employer) your employees or Delegates (as defined below). If you do not agree to these terms, we shall not provide Training or Documentation to you and you must discontinue the purchasing process now.
1. Definitions & Interpretation
Audit means the Snapshot Audit, including without limitation any Documentation and video recording, to be provided by Hassell Inclusion to the Customer as described in the On-line Booking Process.
Business Day means a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Charges means the charges payable by the Customer for the supply of the Training by Hassell Inclusion in accordance with these Conditions and as detailed in the On-line Booking Process.
Conditions means these terms and conditions.
Contract means the contract between you and Hassell Inclusion for the supply of the Training in accordance with these Conditions and the On-line Booking Process.
Control has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.
Customer Materials means all documents, information, data, items and materials in any form (whether owned by the Customer or a third party), which are provided by or on behalf of the Customer to Hassell Inclusion in connection with the Audit.
Data Protection Legislation means all legislation and regulatory requirements in force from time to time relating to the use of personal data and the privacy of electronic communications, including, without limitation (i) any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 or any successor legislation, as well as (ii) the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable European Union regulation relating to data protection and privacy (for so long as and to the extent that the law of the European Union has legal effect in the UK).
Delegate means an individual or representative scheduled by you to attend the Audit.
Documentation means all documents, products, video recording and materials developed by Hassell Inclusion or its agents, subcontractors and personnel as part of or in relation to the Audit in any form.
Group means, in relation to a party, that party, any subsidiary or holding company from time to time of that party, and any subsidiary from time to time of a holding company of that party.
Hassell Inclusion means Hassell Inclusion Limited (Company Number: 07669087) a company incorporated and registered in England & Wales whose registered office is situated at 205 Wrotham Road, Gravesend, Kent, DA11 7LE (VAT No: GB128382604)
Intellectual Property Rights means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
On-line Booking Process means the booking process for the Audit available through Eventbrite.
Pre-Audit Information means (if any) the registration questions on Eventbrite issued by Hassell Inclusion and pre-audit scoping call, to determine the key customer journey to be reviewed in the audit and any details necessary to access the site, app or internal tool to be audited.
Supplier IPR means all Intellectual Property Rights in or arising out of or in connection with the Audit, including all Intellectual Property Rights subsisting in the Documentation.
1.2.1: Clause headings shall not affect the interpretation of this agreement.
1.2.2: A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.2.3: A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.2.4: Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.2.5: Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
1.2.6: This agreement shall be binding on, and enure to the benefit of, the parties to this agreement and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party’s personal representatives, successors and permitted assigns.
1.2.7: A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
1.2.8: A reference to a statute or statutory provision includes any subordinate legislation made from time to time under that statute or statutory provision.
1.2.9: Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.2.10: Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
1.2.11: A reference to this agreement or to any other agreement or document referred to in this agreement is a reference of this agreement or such other agreement or document as varied or novated (in each case, other than in breach of the provisions of this agreement) from time to time.
1.2.12: A reference to writing or written includes email.
2. Basis of contract
2.1: These Conditions shall come into effect when you complete the On-line Booking Process.
2.2: Any descriptive matter or advertising issued by Hassell Inclusion or on its website are issued or published for the sole purpose of giving an approximate idea of the Audit described in them. They shall not form part of the Contract or have any contractual force.
2.3: These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of deadline.
3. Supply of Snapshot Audit
3.1: Hassell Inclusion shall use reasonable endeavours to supply the Audit to the Customer on the specified date, however any such dates shall be anticipated dates only and may be subject to alteration in accordance with these Conditions.
3.2: In supplying the Audit, Hassell Inclusion shall:
3.2.1: provide the Audit with reasonable care and skill;
3.2.2: use reasonable endeavours to provide the Audit in all material respects in accordance with the description provided, however Hassell Inclusion reserves the right to change the content/scope of any Audit at any time and without notice;
3.2.3: ensure that the Documentation is of satisfactory quality and is fit for purpose; and
3.2.4: comply with all applicable laws, statutes, regulations from time to time in force, provided that Hassell Inclusion shall not be liable under the Contract if, as a result of such compliance, it is in breach of any of its obligations under the Contract.
4. Customer’s obligations
4.1: The Customer shall:
4.1.1: co-operate with Hassell Inclusion in all matters relating to the Audit and with any reasonable security and health and safety requirements notified to the Customer or its Delegates by us;
4.1.2: provide, in a timely manner, such information as Hassell Inclusion may require, and ensure that it is accurate and complete in all material respects;
4.1.3: complete any required Pre-Course Information at least 10 working days prior to the scheduled date of the Audit (unless otherwise agreed with Hassell Inclusion); and
4.1.4: attend or procure the attendance by their Delegates at the whole of the Audit;
4.2: If Hassell Inclusion’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer, its Delegates, its agents, subcontractors, consultants or employees, Hassell Inclusion shall:
4.2.1: not be liable for any costs, charges or losses sustained or incurred by the Customer or any Delegate that arise directly or indirectly from such prevention or delay;
4.2.2: be entitled to payment of the Charges despite any such prevention or delay; and
4.2.3: be entitled to recover any additional costs, charges or losses Hassell Inclusion sustains or incurs that arise directly or indirectly from such prevention or delay from the Customer.
5. Pre-Audit Information
5.1: To the extent that the Customer fails to complete any required Pre-Course Information at least 10 working days prior to the scheduled date of the Audit, Hassell Inclusion may, at their absolute discretion, cancel the Customer’s Audit.
5.2: In the event of cancellation in accordance with clause 5.1, no Charges paid will be refunded by Hassell Inclusion.
6. Intellectual property
6.1: Hassell Inclusion and its licensors shall retain ownership of all Supplier IPR. The Customer and its licensors shall retain ownership of all Intellectual Property Rights in the Customer Materials.
6.2: Hassell Inclusion grants to the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free licence to copy the for the purpose of receiving and using the Training and the Documentation in the Customer’s business.
6.3: The Customer shall not sub-license, assign or otherwise transfer the rights granted in clause 6.2.
6.4: The Customer grants to Hassell Inclusion a fully paid-up, worldwide, non-exclusive, royalty-free, non-transferable licence to copy and modify the Customer Materials for the term of the Contract for the purpose of providing the Training to the Customer in accordance with the Contract.
6.5: The Customer shall indemnify, and shall keep indemnified, Hassell Inclusion in full against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by Hassell Inclusion arising out of or in connection with any claim brought against Hassell Inclusion for actual or alleged infringement of a third party’s rights (including any Intellectual Property Rights) arising out of, or in connection with, the receipt or use of the Customer Materials by Hassell Inclusion.
7. Charges and payment
7.1: The Charges for the Training shall be calculated on a per session per Delegate basis.
7.2: The Customer shall pay Hassell Inclusion as and when required through the On-line Booking Process or immediately upon the issuing of the relevant invoice and in any event at least 10 Business Days in advance of the Training being provided, whichever is earlier, to the bank account shown on the invoice.
7.3: All amounts payable by the Customer exclude amounts in respect of value added tax (“VAT”), which the Customer shall additionally be liable to pay to Hassell Inclusion at the prevailing rate (if applicable), subject to receipt of a valid VAT invoice.
7.4: If the Customer fails to make any payment due to Hassell Inclusion by the due date for payment, then, without limiting Hassell Inclusion’s remedies under clause 11 (Termination), Hassell Inclusion will cancel the Audit.
7.5: All amounts due under the Contract from the Customer to Hassell Inclusion shall be paid by in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
8. Cancellation & Changes
8.1: You may not cancel any Audit booked with us.
8.2: You may reschedule your Audit date, by giving us not less than 20 Business Days’ notice in writing (by email to firstname.lastname@example.org).
8.3: If a Customer fails to attend a scheduled Audit, the full amount of the Charges shall be deemed payable and accordingly no refund or credit will be provided.
8.4: On occasion, it may be necessary for Hassell Inclusion to change the date and time of the Audit, or in certain instances cancel or postpone an Audit. In such cases Hassell inclusion will endeavour to provide the Customer as much notice as possible of any such change.
8.5: If Hassell inclusion cancel the Audit and the Customer is unable to attend the re-scheduled Audit, we will give a full refund or will credit any prepaid Charges against a future Audit. The credit must be used within 12 months or it will be forfeited.
8.6: Hassell Inclusion Limited will not be liable for any other costs incurred including (for example) any consequential damages, even if we were advised of them.
9. Limitation of liability
9.1: Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:
9.1.1: death or personal injury caused by negligence;
9.1.2: fraud or fraudulent misrepresentation; and
9.1.3: breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
9.2: Subject to clause 9.1, Hassell Inclusion’s total liability to the Customer shall not exceed one hundred per cent (100%) of the Charges payable under this Contract. Hassell Inclusion’s total liability includes liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract.
9.3: The following types of loss are wholly excluded:
9.3.1: Loss of profits;
9.3.2: Loss of sales or business;
9.3.3: Loss of agreements or contracts;
9.3.4: Loss of anticipated savings;
9.3.5: Loss of use or corruption of software, data or information; and
9.3.6: Indirect or consequential loss.
9.4: Hassell Inclusion has given commitments as to compliance of the Audit with relevant specifications in clause 3. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract
9.5: The rights of the Customer under the Contract are in addition to, and not exclusive of, any rights or remedies provided by common law.
10. Data protection and data processing
10.1: Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 10 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.
10.2: Without prejudice to the generality of clause 10.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of any Personal Data (as such term is defined in the Data Protection Legislation) to Hassell Inclusion for the duration and purposes of this agreement.
10.3: Without prejudice to the generality of clause 10, Hassell Inclusion shall, in relation to any Personal Data processed in connection with the performance by Hassell Inclusion of its obligations under this agreement:
10.3.1: process that Personal Data only on the written instructions of the Customer unless Hassell Inclusion is required by Applicable Laws to otherwise process that Personal Data. Where Hassell Inclusion is relying on the laws of a member of the European Union or European Union Law as the basis for processing Personal Data, Hassell Inclusion shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit Hassell Inclusion from so notifying the Customer;
10.3.2: ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
10.3.3: ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
10.3.4: not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:
10.3.4.a: the Customer or Hassell Inclusion has provided appropriate safeguards in relation to the transfer;
10.3.4.b: the data subject has enforceable rights and effective legal remedies;
10.3.4.c: Hassell Inclusion complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
10.3.4.d: Hassell Inclusion complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;
10.3.5: assist the Customer, at the Customer’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
10.3.6: notify the Customer without undue delay on becoming aware of a Personal Data breach;
10.3.7: at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the agreement unless required by Applicable Law to store the Personal Data; and
10.3.8: maintain complete and accurate records and information to demonstrate its compliance with this clause 10; and
10.3.9: indemnify the Customer against any loss or damage suffered by the Customer in relation to any breach by Hassell Inclusion of its obligations under this clause 10.
10.4 Either party may, at any time on not less than 30 days’ notice, revise this clause 10 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to this agreement).
11.1: Without affecting any other right or remedy available to it, either party to the Contract may terminate it with immediate effect by giving written notice to the other party if:
11.1.1: the other party commits a material breach of any term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
11.1.2: the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
11.1.3: the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
11.1.4: the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
11.2: Without affecting any other right or remedy available to it, Hassell Inclusion may terminate the Contract with immediate effect by giving written notice to the Customer if:
11.2.1: the Customer fails to pay any amount due under the Contract on the due date for payment; or
11.2.2: there is a change of control of the Customer.
11.3: On termination of the Contract for whatever reason:
11.3.1: the Customer shall immediately pay to Hassell Inclusion all of Hassell Inclusion’s outstanding unpaid invoices and interest and, in respect of Training supplied but for which no invoice has been submitted, Hassell Inclusion may submit an invoice, which shall be payable immediately on receipt;
11.3.2: the Customer shall return all of the Documentation which have not been fully paid for. If the Customer fails to do so, then Hassell Inclusion may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract;
11.3.3: any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect; and
11.3.4: termination or expiry of the Contract shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
12.1: Consideration for Customers or Delegates with an impairment or disability. Hassell Inclusion are committed to supporting audit participants who may have a temporary or permanent impairment. In order to facilitate this effectively a written request must be received from the Customer when the Audit is booked; or at least 15 Business Days’ prior to the scheduled Audit date. We will use our reasonable endeavours to make suitable arrangements. The Customer will be responsible for all other costs associated with any necessary accommodation, including auxiliary aides.
12.2: Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
12.3: Assignment and other dealings
12.3.1: The Customer shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract without Hassell Inclusion’s prior written consent.
12.3.2: Hassell Inclusion may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights under the Contract.
12.4.1: Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of its Group, except as permitted by clause 12.3. Each party may disclose the other party’s confidential information:
12.4.1.a: to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 12.3; and
12.4.1.b: as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
12.4.2: Neither party shall use any other party’s confidential information for any purpose other than to perform its obligations under the Contract.
12.5: Entire agreement
12.5.1: The Contract 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.
12.5.2: Each party acknowledges that in entering into the Contract 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 is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
12.6: Variation. No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
12.7.1: A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
12.7.2: A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
12.8: Severance. If any provision or part-provision of the Contract 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 the Contract.
12.9.1: Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be:
12.9.1.a: delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
12.9.1.b: sent by email to the address specified in the Contract Details for the Customer’s Representative or Hassell Inclusion’s Representative.
12.9.2: Any notice or communication shall be deemed to have been received:
12.9.2.a: if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; and
12.9.2.b: if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; and
12.9.2.c: if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause (c), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
12.9.3: This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
12.10: Third party rights.
12.10.1: Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
12.10.2: The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
12.11: Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with the law of England and Wales.
12.12: Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.