Updated: June 2020
(1) Application and entire agreement
1.1 These Terms and Conditions apply to the provision of the services detailed in our quotation (Services)by (we or us) to the person buying the services (you).
1.2 You are deemed to have accepted these Terms and Conditions when you accept our quotation or from the date of any performance of the Services (whichever happens earlier) and these Terms and Conditions, and our quotation (the Contract) are the entire agreement between us.
1.3 You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf. These conditions apply to the Contract to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
(2) Interpretation
2.1 A ‘business day’ means any day other than a Saturday, Sunday or Bank Holiday in England and Wales.
2.2 The headings in these Terms or Conditions are for convenience only and do not affect their interpretation.
2.3 Words imparting the singular number shall include the plural and vice-versa.
(3) Services
3.1 We warrant that we will use reasonable care and skill in our performance of the Services which will comply with the quotation, including any specification in all material respects. We can make any changes to the Services which are necessary to comply with any applicable law or safety requirement, and we will notify you if this is necessary.
3.2 We will use our reasonable endeavours to complete the performance of the Services within the time agreed or as set out in the quotation; however, time shall not be of the essence in the performance of our obligations.
3.3 All of these Terms and Conditions apply to the supply of any goods as well as Services unless we specify otherwise.
(4) Your obligations
4.1 You must obtain any permissions, consents, licences or otherwise that we need and must give us with access to any and all relevant information, materials, properties and any other matters which we need to provide the Services.
4.2 It is your responsibility to ensure company information stored on the System is accurate. You are required to inform us via email if there are changes to the team and therefore those that have permission to utilise the Service.
4.2 If you do not comply with Clause 8 we can terminate the services.
4.3 We are not liable for any delay or failure to provide the Services if this is caused by your failure to comply with the provisions of this section (Your obligations).
(5) Fees
5.1 The fees (Fees) for the services are set out in the quotation and are on a time and materials basis.
5.2 In addition to the Fees, we can recover from you a) reasonable incidental expenses including, but not limited to, travelling expenses, hotel costs, subsistence and any other associated expenses, b) the cost of services provided by third parties and required by us for the performance of the Services, c) the cost of any materials required for the provision of the services.
5.3 You must pay for any additional services provided by us that are not specified in the quotation in accordance with our then current, applicable rate in effect at the time of performance or such other rate as may be agreed between us. The provisions of Clause 7 also apply to these additional services.
5.4 The Fees are of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.
(6) Commitment
6.1 Membership is agreed on an annual basis for a minimum term of 12-Months. This membership will commence once your initial payment is processed. Your membership will automatically renew after 12-Months.
6.2 You can request to change your payment frequency to annually or monthly at renewal. We will notify you 28 days prior to renewal of any increase in your membership fee. If you have opted to pay monthly or annually by Direct Debit, your payments will be taken in accordance with the schedule set out by GoCardless. If you opted to pay your annual membership by card or bank transfer, we will send your renewal invoice to your organisation’s primary member for payment.
6.3 For monthly payments by direct debit, following the completion of your initial 12-Month term, your membership can be cancelled at any time prior to the authorisation of your next payment. No further payments will be authorised, and your subscription will cease at the end of the current billing period.
(7) Payment
7.1 We will invoice you for payment of Fees either:
- When we have completed the Services; or
- On the invoice dates set out in the quotation.
7.2 You must pay the Fees due within 20 days of the date of our invoice or otherwise in accordance with any credit terms agreed between us.
7.3 Time for payment shall be of the essence of the contract.
7.4 All payments due under these Terms and Conditions must be made in full without any deduction or withholding except as required by law and neither of us can assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
7.5 If you do not pay within the period set out above, we can suspend any further provision of the Services and cancel any future Services which have been ordered by, or otherwise arranged with you.
7.6 Receipts for payment will be issued by us only at your request.
7.7 All sums payable under this Agreement are expressed exclusive of any applicable VAT which, if applicable, will be payable by the Buyer. All sums shall be paid in relevant currency to country of service.
7.8 VAT is charged on all fees; the rate of VAT applied will be the rate set by HMRC on the date each invoice is raised, therefore is subject to change throughout your membership.
7.9 All invoices raised in relation to your membership and additional services requested are saved in ‘My Account’ within your members area.
(8) Intellectual Property
8.1 The resources included as part of your membership are for the use of FIN members only and should not be distributed outside of your organisation. You may download and print these resources to meet the commercial objectives of your organisation only, and these remain the property of Fellowship of Inspection Nominees Ltd.
8.2 You are required delete and destroy any resources obtained as part of your membership on termination of your subscription. If you do not delete or destroy the resources obtained and are found to be continuing to use the intellectual property of FIN, you will be required to pay the annual fee covering your extended use of the service.
(9) Limitations
9.1 In order to protect the intellectual property of FIN, limitations on the resources provided have been placed on the System to ensure correct use of the Service. You will be notified of these limitation as and when they impact you as an individual user or your organisation.
9.2 FIN has the right to freeze access to the System if there is a concern that limitations are being breached. If limitations are breached, we have the right to implement Clause 12.
9.3 To track limitations and ensure correct use of the system, individual usage is monitored, details of this can be found in our Privacy and Data Protection Policy.
(10) Data Protection
10.1 When supplying the Services to the Customer, the Service provider may gain access to and/or acquire the ability to transfer, store or process personal data of employees of the customer.
10.2 The parties agree that where such processing of personal data takes place, the Customer shall be the ‘data controller’ and the Service Provider shall be the ‘data processor’ as defined in the General Data Protection Regulation (GDPR) as may be amended, extended and/or re-enacted from time to time.
10.3 For the avoidance of doubt. ‘Personal Data’, ‘Processing’, ‘Data Controller’, ‘Data Processor’, ‘Data Subject’ shall have the same meaning as in GDPR.
10.4 The Service Provider shall only Process Personal Data to the extent reasonably required to enable it to supply the Services as mentioned in these Terms and Conditions or as requested by and agreed with the Customer, shall not retain any Personal Data longer than necessary for the Processing and refrain from Processing any Personal Data for its own or for any third party purposes.
10.5 The Service Provider shall not disclose Personal Data to any third parties other than employees, directors, agents, sub-contractors or advisors on a strict ‘need-to-know’ basis and only under the same (or more extensive) conditions as set out in these Terms and Conditions or to the extent required by applicable legislation and/or regulations.
10.6 The Service Provider shall implement and maintain technical and organisational security measures as are required to protect ‘Personal Data’ Processed by the Service Provider on behalf of the customer.
10.7 Further information about the Service Provider’s approach to data protection are specified in its Privacy and Data Protection Policy, which can be provided on request.
(11) Sub-contracting and assignment
11.1 We can at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under these Terms and Conditions and can subcontract or delegate in any manner any or all of our obligations to any third party.
11.2 You must not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under these Terms and Conditions.
(12) Cancellation or amendment
12.1 We can withdraw, cancel or amend a quotation if it has not been accepted by you, or if the Services have not started, within a period of 10 days from the date of the quotation, (unless the quotation has been withdrawn).
12.2 Either we or you can cancel an order for any reason prior to your acceptance (or rejection) of the quotation.
12.3 If you want to amend any details of the Services, you must tell us in writing as soon as possible. We will use reasonable endeavours to make any required changes and additional costs will be included in the fees and invoiced to you.
12.4 If, due to circumstances beyond our control, including those set out in the Clause 14 (Circumstances beyond party’s control), we have to make any changes in the Services or how they are provided, we will notify you immediately. We will use reasonable endeavours to keep any such changes to a minimum.
(13) Termination
13.1 We can terminate the provision of the services immediately if you:
- Commit a material breach of your obligations under these Terms and Conditions; or
- Fail to pay any amount due under the contract on the due date for payment; or
- Are or become or, in our reasonable opinion, are about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor; or
- Enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or
- Convene any meeting of your creditors, enter into a voluntary or compulsory liquidation, have a receiver appointed in respect of you assets or undertakings or any part of them, any documents are filed with the court for the appointment of an administrator in respect of you, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para14 of schedule B1 of the Insolvency Act 1986), a resolution is passed or
- petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency.
(14) Liability and Indemnity
14.1 Our liability under these Terms and Conditions, and in breach of statutory duty, and in tort or misrepresentation or otherwise, shall be limited as set out in this clause.
14.2 The total amount of our liability is limited to the total amount of Fees payable by you under the contract.
14.3 We are not liable (whether caused by our employees, agents or otherwise) in connection with our provision of the Services or the performance of any of our other obligations under these Terms and Conditions or the quotation for:
- Any indirect, special or consequential loss, damage, costs or expenses or;
- Any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or other third-party claims, or;
- Any failure to perform any of our obligations is such delay or failure is due to any cause beyond our reasonable control; or
- Any losses caused directly or indirectly by any failure of your breach in relation to your obligations; or
- Any losses arising directly or indirectly from the choice of Services and how they will meet your requirements or your use of the Services or any goods supplied in connection with the Services.
14.4 You must indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or damage to any equipment (including that belonging to third parties) caused by you or your agents or employees.
14.5 Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.
(15) Circumstances beyond a party’s control.
15.1 Neither of us is liable for any failure or delay in performing our obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: power failure, Internet Service Provider Failure, Industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question. If the delay continues for a period of 90 days, either of us may terminate or cancel the Services to be carried out under these Terms and Conditions.
(16) Communications
16.1 All notices under these terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised office of that party).
16.2 Notices shall be deemed to have been duly given:
- When delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
- When sent, if transmitted by fax or email and a successful transmission report or return receipt is generated
- On the fifth business day following mailing, if mailed by national ordinary mail; or
- On the tenth business day following mailing, if mailed by Air Mail.
16.3 All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.
(17) Visitors
17.1 Individuals accessing our Services, including resources or training webinars, without having an active membership with FIN agree that FIN may use personal data provided to be contacted in the future for marketing purposes only.
17.2 Personal details will never be shared with third parties, and visitors are able to unsubscribe to marketing emails at any time.
17.3 By accessing the Service via the download of resources or attendance of training you agree to the Terms outlined in Clause 4, 8, 10 and 17. On that basis, any content provided to you must not be used or shared outside of your organisation, otherwise you will be liable to pay the relevant Membership Fees.
(18) No Waiver
18.1 No delay, act or omission, by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy nor stop further exercise of any right, or remedy.
(19) Severance
19.1 If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that/those provisions will be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).
(20) Law and jurisdiction
20.1 The agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.
(21) Non-disclosure
21.1 Any resources provided by fin may NOT be shared with any other organisation without the express permission of fin in writing.
(22) Disputes
22.1 Where members have a dispute with another member, over a non fin related issue, fin cannot be involved in dispute resolution or mediation.