Terms and Conditions

RiskWise COVID-19 Self-Assessment Agreement

THIS AGREEMENT IS DATED 2020

PARTIES:

(1) incorporated and registered in England and Wales with company number whose registered office is at 23 Station Road, Sheringham, Norfolk, NR26 8RF (“S2

Partnership”); and
(2) The “Client”, as defined in 1.1.

BACKGROUND:

  1. (A)  S2 Partnership has developed RiskWise, a web-based property management software application
  2. (B)  The Client would like the right to use RiskWise to assist in managing its COVID-19 self-assessment programme and S2 Partnership has agreed to grant it such right on the terms and conditions of this Agreement.

AGREEMENT:

1. DEFINITIONS AND INTERPRETATION

S2 Partnership Limited

03706897

1.1 In this Agreement:

“Affiliate” “Agreement” “Authorised Users” “Business Day” “Business Hours”

“Change” “Client”

means an entity that Controls, is Controlled by, or is under common Control with the relevant entity;

means this software licence agreement (including the Schedules) and any amendments to it from time to time;

means the employees, agents and sub-contractors of the Client;

means a day (other than a Saturday or Sunday) on which clearing banks are open for business in the City of London;

means between 08.30 and 17.30 London time on a Business Day;

means any change to the terms of this Agreement;

means the party purchasing access to the self-assessment checklist, via RiskWise;

“Client Confidential Information”

“Client Indemnity Event”

“Client Materials”

“Client Representatives”

“Confidential Information”

“Control”

“Data Protection Legislation”

“Development” “Documentation”

“Effective Date” “Fees”

“Force Majeure Event”

(a) any information disclosed (whether disclosed in writing, orally or otherwise) by the Client to S2 Partnership during the Term that is marked as “confidential”, described as “confidential” or should have been understood by S2 Partnership at the time of disclosure to be confidential;

(b) the terms and conditions of this Agreement; and (c) theClientMaterials

has the meaning given to it in Clause 11.1;

means all works and materials:

  1. (a)  uploadedto,storedon,processedusingortransmittedvia RiskWise by or on behalf of the Client; and
  2. (b)  otherwise provided by the Client to S2 Partnership in connection with this Agreement.

means the person or persons identified as such in Schedule 1;

means the Client Confidential Information and S2 Partnership Confidential Information;

means the legal power to control (directly or indirectly) the management of an entity (and Controlled will be construed accordingly);

means the UK Data Protection Legislation and (for so long as and to the extent that the law of the European Union has legal effect in the UK) the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable European Union regulation relating to privacy;

means customisations to RiskWise that S2 Partnership may produce.

means the documentation produced by S2 Partnership and supplied or made available to the Client specifying how RiskWise should be used;

means the date of execution of this Agreement;

means the fees payable by the Client to S2 Partnership under or in relation to this Agreement as set out in Schedule 2;

means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of or problems with the internet or a part of the internet, hacker attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, natural disasters, explosions, fires, floods, riots, terrorist attacks and wars);

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“Intellectual Property Rights”

“Licensed Properties” “Live Environment”

“Permitted Purpose” “Personal Data” “Properties”

“Representatives”

“Risk Assessment Templates”

“RiskWise”

“S2 Partnership Confidential Information”

“S2 Indemnity Event” “Schedule” “Services”

“Support Services”

“Term”

means all intellectual property rights wherever in the world, whether registered or unregistered, including any application or right of application for such rights (and the “intellectual property rights” referred to above include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models and rights in designs);

means the Initial Licensed Properties and the Further Licensed Properties, and each is a Licensed Property;

a live environment in which RiskWise is intended to operate when in use;

means the management of the Licensed Properties;

has the meaning given to it in the Data Protection Legislation;

means logically or physically distinct structures occupying identifiable geographic sites or logically distinct business entities or divisions, and each is a Property;

means the Client Representatives and S2 Partnership Representatives;

the self-assessment checklists built in to RiskWise, which the Client can utilise on their Licensed Properties.

S2 Partnership’s proprietary web-based property management software application, access to which will be provided to the Client pursuant to this agreement, the ability to complete self-assessment checklists. For the purposes of this agreement, “RiskWise” shall also include any Client- specific and/or Client-branded solution provided in lieu of RiskWise and all associated products including the RiskWise App;

means:

  1. (a)  any information disclosed (whether disclosed in writing, orally or otherwise) by S2 Partnership to the Client during the Term that is marked as “confidential”, described as “confidential” or should have been understood by the Client at the time of disclosure to be confidential; and
  2. (b)  the terms and conditions of this Agreement;

has the meaning given to it in Clause 11.3;

means a schedule attached to this Agreement;

means all the services provided or to be provided by S2 Partnership to the Client under this Agreement;

means support and maintenance services provided or to be provided by S2 Partnership to the Client in accordance with Schedule 1;

means the term of this Agreement as set out in clause 2.1;

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“UK Data Protection Legislation”

“Upgrades” “VAT”

means any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 or any successor legislation;

means S2 Partnership’s regular introduction of enhancements and improvements to RiskWise; and

means Value Added Tax.

  1. 1.2  In this Agreement, a reference to a statute or statutory provision includes a reference to:
    (a) thatstatuteorstatutoryprovisionasmodified,consolidatedand/orre-enactedfromtimetotime;and (b) any subordinate legislation made under that statute or statutory provision.
  2. 1.3  The Clause headings do not affect the interpretation of this Agreement.

2. TERM

2.1 This Agreement shall, unless otherwise terminated, commence on the Effective Date and continue for a maximum of 60 days, or up to 24 Business Hours after the self-assessment has been completed. Thereafter, this Agreement shall be terminated. This shall constitute the Term.

3. RISKWISE

  1. 3.1  Subject to the limitations set out in Clause 3.2 and the prohibitions set out in Clause 3.3, S2 Partnership hereby grants to the Client a non-exclusive licence to use RiskWise for the Permitted Purpose in accordance with the Documentation during the Term.
  2. 3.2  The licence granted by S2 Partnership to the Client under Clause 3.1 is subject to the following limitations:
    1. (a)  RiskWise may only be used by Authorised Users; and
    2. (b)  the Client must ensure that all Authorised Users agree to the terms of the acceptable use policy set out in Schedule 3; and
  3. 3.3  Except to the extent mandated by applicable law or expressly permitted in this Agreement, the licence granted by S2 Partnership to the Client under this Clause 3 is subject to the following prohibitions:
    1. (a)  the Client must not sub-license its right to use RiskWise or allow anyone other than Authorised Users to access or use RiskWise;
    2. (b)  the Client must not frame or otherwise re-publish or re-distribute RiskWise; and
    3. (c)  the Client must not alter or adapt or edit RiskWise save as expressly permitted by the Documentation.
  4. 3.4  For the avoidance of doubt, the Client has no right to access the object code or source code of RiskWise either during or after the Term.
  5. 3.5  All Intellectual Property Rights in RiskWise shall, as between the parties, be the exclusive property of S2 Partnership.

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  1. 3.6  The Client shall use reasonable endeavours to ensure that no persons other than Authorised Users will or could access RiskWise using the Client’s RiskWise system.
  2. 3.7  The Client must not use RiskWise in any way that causes, or may cause, damage to RiskWise or impairment of the availability or accessibility of RiskWise, or any of the areas of, or services on, RiskWise.
  3. 3.8  The Client must not use RiskWise:
    1. (a)  in any way that is unlawful, illegal, fraudulent or harmful; or
    2. (b)  in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

4. SUPPORT SERVICES AND UPGRADES

  1. 4.1  During the Term S2 Partnership will provide the Support Services to the Client, and will apply Upgrades to RiskWise, in accordance with the service level agreement set out in Schedule 1.
  2. 4.2  S2 Partnership may sub-contract the provision of any of the Support Services without obtaining the consent of the Client.

5. DEVELOPMENT

  1. 5.1  From the date when a Development is first made available to the Client, the Development shall form part of RiskWise under the Agreement, and accordingly from that date the Client’s rights to use the Development shall be governed by Clause 3.
  2. 5.2  The Client acknowledges that S2 Partnership may make Developments available to its other clients at any time.
  3. 5.3  All Intellectual Property Rights in Developments shall be the exclusive property of S2 Partnership.

6. TRAINING

6.1 Any bespoke training required by the Client shall be provided by S2 Partnership at S2 Partnership’s standard rates then in force.

7. CLIENT MATERIALS

  1. 7.1  The Client grants to S2 Partnership during the Term a non-exclusive licence to store, copy and otherwise use the Client Materials on RiskWise for the purposes of operating RiskWise, providing the Services, fulfilling its other obligations under this Agreement, and exercising its rights under this Agreement.
  2. 7.2  The Client grants to S2 Partnership the right during the Term to reference the Client as being a client of S2 Partnership in any printed or electronic media (including using its name and/or logo), unless the Client specifically requests otherwise by notice in writing to S2 Partnership’s Head Office address, marked for the attention of the Business Development Director.
  3. 7.3  Subject to Clause 7.1, all Intellectual Property Rights in the Client Materials will remain, as between the parties, the property of the Client.

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  1. 7.4  The Client warrants and represents to S2 Partnership that the Client Materials, and their use by S2 Partnership in accordance with the terms of this Agreement, will not:
    1. (a)  breach any laws, statutes, regulations or legally-binding codes;
    2. (b)  infringe any person’s Intellectual Property Rights or other legal rights; or
    3. (c)  give rise to any cause of action against S2 Partnership or the Client or any third party,
    in each case in England and Wales and under English law.
  2. 7.5  Where S2 Partnership reasonably suspects that there has been a breach by the Client of the provisions of this Clause 7, S2 Partnership may:
    1. (a)  delete or amend the relevant Client Materials; and/or
    2. (b)  suspend any or all of the Services and/or the Client’s access to RiskWise while it investigates the matter.
  3. 7.6  Any breach by the Client of this Clause 7 will be deemed to be a material breach of this Agreement for the purposes of Clause 16.
  1. FAIR USE POLICY S2 Partnership retains the right to limit or halt service to any user imposing excessive load on the RiskWise system that would compromise the system performance for the majority. The S2 Partnership retains the right to limit or halt service to any user, in the rare event that we are not able to keep up with the overall storage growth. S2 Partnership regularly runs usage statistics on its storage infrastructure; we use the 97th percentile to benchmark excessive storage consumption. Whilst RiskWise is designed with the ability to store documentation, it is not intended as a replacement for dedicated offline or online storage repositories. Such users, that are beyond par, might be contacted by our Business Development team with a tailored commercial proposal. S2 Partnership wishes to keep its customers satisfied, even those who are in violation of the Fair Use Policy, because we acknowledge that this might not be intentional. Therefore, when we invoke the Fair Use Policy, by limiting or halting the service, we will get in touch with the impacted users to find a mutually agreeable solution.
  2. FEES
  1. 9.1  S2 Partnership will take payment in advance for the Fees to the Client.
  2. 9.2  All Fees stated in or in relation to this Agreement are stated exclusive of VAT, unless the context requires otherwise. VAT will be payable by the Client to S2 Partnership in addition to the principal amounts.
  3. 9.3  Fees must be paid by bank transfer (using such payment details as are notified by S2 Partnership to the Client from time to time) or via the S2 Partnership website, via SagePay.
  4. 9.4  Fees paid are for an online service and you are consenting to us to supply the digital content from the time of your order. In doing so, you acknowledge that you will lose any such cancellation and refund rights.

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9.5 Once fees have been paid, there is no cooling off period.

10. WARRANTIES

  1. 10.1  The Client warrants to S2 Partnership that it has the legal right and authority to enter into and perform its obligations under this Agreement.
  2. 10.2  S2 Partnership warrants to the Client:
    1. (a)  that it has the legal right and authority to enter into and perform its obligations under this Agreement;
    2. (b)  that it will perform its obligations under this Agreement with reasonable care and skill;
    3. (c)  that RiskWise will perform substantially in accordance with the Documentation (subject to any Upgrades and Developments);
    4. (d)  that RiskWise will be hosted in accordance with the requirements set out in Schedule 1, and will be available to the Client in accordance with the uptime commitments given in Schedule 2; and
    5. (e)  that RiskWise (excluding for the avoidance of doubt the Client Materials) will not infringe any person’s Intellectual Property Rights in England and Wales and under English law.
  3. 10.3  The Client acknowledges that:
    1. (a)  complex software is never wholly free from defects, errors and bugs, and S2 Partnership gives no warranty or representation that RiskWise will be wholly free from such defects, errors and bugs;
    2. (b)  S2 Partnership does not warrant or represent that RiskWise will be compatible with any other application, program or software; and
    3. (c)  S2 Partnership will not and does not purport to provide any legal, taxation or accountancy advice under this Agreement or in relation to RiskWise.
    4. (d)  COVID-19 is a new virus, and that as such knowledge about it is incomplete at the present time. Guidance and best practice is therefore subject to change and is evolving quickly at the present time.
  4. 10.4  The Client acknowledges the following limitations apply to the Risk Assessment Templates:
    1. (a)  The report is based upon guidance published on the date of production. If guidance has only just been released on the date of report, or shortly before, it may not yet have been updated in the self-assessment template
    2. (b)  As there is specific guidance relating to many items included within this risk assessment, the considerations within this report should not be considered exhaustive and additional considerations may need to be applied to risk elements associated with specific working environments
    3. (c)  Document is based upon information inputted by the person completing the form. S2 Partnership does not accept any responsibility for the accuracy of this information or that measures that have been identified within this risk assessment as being in place are being actively controlled

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(d)

(e)

(f)

(g)

(h) (i)

(j)

Restricted to areas under the control of the client. This assessment does not extend to areas outside of the control of the client unless there are specific requirements to co-operate and co- ordinate with third parties and other relevant stakeholders

It is the responsibility of the client to implement control measures associated within this document and S2 Partnership does not accept responsibility for the implementation of such measures

The survey covers areas under the responsibility of the client and as based upon relevant guidance provided by Public Health England at the time of the survey.

This risk assessment does not cover off specific guidelines identified by the Public Health bodies within Scotland, Wales, Northern Ireland or any other country other than England.

S2 Partnership is not responsible for the ongoing management of risks relating to COVID-19

Actions within the report have been assigned priority levels based upon the risk of transmission of COVID-19 and are meant to act as guides relating to how quickly action will need to be taken. S2 Partnership cannot be held accountable if actions are not addressed in line with the recommended timescales

They are based upon general principles of risk management and do not identify actual risk within a workplace, which may vary dependent on number of persons accessing the area.

  1. 10.5  All of the
    expressly set out in the terms of this Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this Agreement will be implied into this Agreement.
  2. 10.6  Notwithstanding anything to the contrary contained in this Agreement, S2 Partnership shall not be construed as owing any greater duty than the use of reasonable skill and care in accordance with the normal standards of its profession.

11. INDEMNITIES

  1. 11.1  Subject to S2 Partnership’s compliance with Clause 11.2, the Client will indemnify and will keep indemnified S2 Partnership against all liabilities, damages, losses, costs and expenses (including legal expenses and amounts paid upon legal advice in settlement of any disputes) suffered or incurred by S2 Partnership and arising as a result of any breach by the Client of Clause 7.4 (a Client Indemnity Event).
  2. 11.2  S2 Partnership will:
    1. (a)  upon becoming aware of an actual or potential Client Indemnity Event, notify the Client;
    2. (b)  provide to the Client all reasonable assistance in relation to the Client Indemnity Event;
    3. (c)  allow the Client the exclusive conduct of all disputes, proceedings, negotiations and settlements relating to the Client Indemnity Event; and
    4. (d)  not admit liability in connection with the Client Indemnity Event or settle the Client Indemnity Event without the prior written consent of the Client.
  3. 11.3  Subject to the Client’s compliance with Clause 11.4, S2 Partnership will indemnify and will keep indemnified the Client against all liabilities, damages, losses, costs and expenses (including legal expenses and amounts paid upon legal advice in settlement of any disputes) suffered or incurred by the

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Client and arising as a result of any breach by S2 Partnership of Clause 10.2(e) (an S2 Indemnity Event).

11.4 The Client will:

  1. (a)  upon becoming aware of an actual or potential S2 Indemnity Event, notify S2 Partnership;
  2. (b)  provide to S2 Partnership reasonable assistance in relation to S2 Indemnity Event;
  3. (c)  allow S2 Partnership the exclusive conduct of all disputes, proceedings, negotiations and settlements relating to S2 Indemnity Event; and
  4. (d)  not admit liability in connection with S2 Indemnity Event or settle S2 Indemnity Event without the prior written consent of S2 Partnership.

12. LIMITATIONS AND EXCLUSIONS OF LIABILITY

  1. 12.1  Nothing in the Agreement will:
    1. (a)  limit or exclude the liability of a party for death or personal injury resulting from negligence;
    2. (b)  limit or exclude the liability of a party for fraud or fraudulent misrepresentation by that party;
    3. (c)  limit any liability of a party in any way that is not permitted under applicable law; or
    4. (d)  exclude any liability of a party that may not be excluded under applicable law.
  2. 12.2  The limitations and exclusions of liability set out in this Clause 12 and elsewhere in the Agreement:
    1. (a)  are subject to Clause 12.1;
    2. (b)  govern all liabilities arising under the Agreement or in relation to the subject matter of the Agreement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty; and
    3. (c)  will not limit or exclude the liability of the parties under the express indemnities set out in the Agreement.
  3. 12.3  Neither party will be liable in respect of any loss of profits, income, revenue, use, production or anticipated savings.
  4. 12.4  Neither party will be liable for any loss of business, contracts or commercial opportunities.
  5. 12.5  Neither party will be liable for any loss of or damage to goodwill or reputation.
  6. 12.6  Neither party will be liable in respect of any loss or corruption of any data, database or software.
  7. 12.7  Neither party will be liable in respect of any special, indirect or consequential loss or damage.
  8. 12.8  Neither party will be liable for any losses arising out of a Force Majeure Event.
  9. 12.9  Neither party’s liability under the Agreement arising from any event or series of related events will exceed a multiple of 5 times the total amount paid by the Client to S2 Partnership under the Agreement during the 12 month period immediately preceding the event or events giving rise to the claim.

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13. DATA PROTECTION

  1. 13.1  Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation. In this clause 15.1, Applicable Laws means (for so long as and to the extent that they apply to S2 Partnership) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK.
  2. 13.2  The parties acknowledge that for the purposes of the Data Protection Legislation, the Client is the data controller and S2 Partnership is the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation). Schedule 5 sets out the scope, nature and purpose of processing by S2 Partnership, the duration of the processing and the types of personal data (as defined in the Data Protection Legislation, Personal Data) and categories of Data Subject.
  3. 13.3  Without prejudice to the generality of clause 15.1, the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to S2 Partnership for the duration and purposes of this Agreement and the provision of the Services by S2 Partnership.
  4. 13.4  Without prejudice to the generality of clause 15.1, S2 Partnership shall, in relation to any Personal Data processed in connection with the performance by S2 Partnership of its obligations under this Agreement:
    1. (a)  process that Personal Data only on the written instructions of the Client in relation to the delivery of the Services provided unless S2 Partnership is required by Applicable Laws to otherwise process that Personal Data. Where S2 Partnership is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, S2 Partnership shall promptly notify the Client of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit S2 Partnership from so notifying the Client;
    2. (b)  ensure that it has in place appropriate technical and organisational measures 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);
    3. (c)  ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
    4. (d)  not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Client has been obtained and the following conditions are fulfilled:
      1. (i)  the Client or S2 Partnership has provided appropriate safeguards in relation to the transfer;
      2. (ii)  the data subject has enforceable rights and effective legal remedies;

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  1. (iii)  S2 Partnership complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
  2. (iv)  S2 Partnership complies with reasonable instructions notified to it in advance by the Client with respect to the processing of the Personal Data;
  1. (e)  assist the Client, at the Client’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, save that S2 Partnership shall not be obliged by reason of this sub- clause to modify any goods or Services provided in any way;
  2. (f)  notify the Client without undue delay on becoming aware of a Personal Data breach;
  3. (g)  at the written direction of the Client, at the Client’s cost, delete or return Personal Data and copies thereof to the Client on termination of the Agreement unless required by Applicable Law to store the Personal Data; and
  4. (h)  maintain complete and accurate records and information to demonstrate its compliance with this clause 15 and allow for audits by the Client or the Client’s designated auditor.
  1. 13.5  Where the Client processes any Personal Data belonging to S2 Partnership or its personnel, it shall notify S2 Partnership without undue delay on becoming aware of a Personal Data breach.
  2. 13.6  The Client consents to S2 Partnership appointing third-party processors of Personal Data under this Agreement. S2 Partnership confirms that it has entered or (as the case may be) will enter with the third- party processor into a written agreement substantially on that third party’s standard terms of business. S2 Partnership shall inform the Client of any intended changes concerning the addition or replacement of any sub-contractors so that the Client shall have the opportunity to object to any such proposed changes.
  3. 13.7  As between the Client and S2 Partnership, S2 Partnership shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 15.
  4. 13.8  Either party may, at any time on not less than 30 days’ notice, revise this clause 15 by replacing it with any applicable controller to processor standard clauses or similar terms forming party of an applicable certification scheme (which shall apply when replaced by attachment to this Agreement).

14. CONFIDENTIALITY AND PUBLICITY

  1. 14.1  S2 Partnership will:
    1. (a)  keep confidential and not disclose the Client Confidential Information to any person save as expressly permitted by this Clause 13.1;
    2. (b)  protect the Client Confidential Information against unauthorised disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care; and
    3. (c)  without prejudice to the generality of Clause 15.1(b), deploy and maintain the security systems and technologies detailed in relation to the Client Confidential Information held on RiskWise.
  2. 14.2  The Client will:

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  1. (a)  keep confidential and not disclose S2 Partnership Confidential Information to any person save as expressly permitted by this Clause 13.1;
  2. (b)  protect S2 Partnership Confidential Information against unauthorised disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care.
  1. 14.3  Confidential Information of a party may be disclosed by the other party to that other party’s officers, employees, agents, insurers and professional advisers, provided that the recipient is bound in writing to maintain the confidentiality of the Confidential Information disclosed.
  2. 14.4  The obligations set out in this Clause 13.1 shall not apply to:
    1. (a)  Confidential Information that is publicly known (other than through a breach of an obligation of confidence);
    2. (b)  Client Confidential Information that is in possession of S2 Partnership prior to disclosure by the Client, and S2 Partnership Confidential Information that is in possession of the Client prior to disclosure by S2 Partnership;
    3. (c)  Client Confidential Information that is received by S2 Partnership, and S2 Partnership Confidential Information that is received by the Client, from an independent third party who has a right to disclose the relevant Confidential Information; or
    4. (d)  Confidential Information that is required to be disclosed by law, or by a governmental authority, stock exchange or regulatory body, provided that the party subject to such disclosure requirement must where permitted by law give to the other party prompt written notice of the disclosure requirement.
  3. 14.5  Neither party make any public disclosure relating to this Agreement (including press releases, public announcements and marketing materials) without the prior written consent of the other party.

15. ANTI-BRIBERY

  1. 15.1  The Client shall:
    1. (a)  comply with all applicable laws and regulations relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (Relevant Requirements);
    2. (b)  have and shall maintain in place throughout the term of this agreement its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and will enforce them where appropriate;
    3. (c)  promptly report to S2 Partnership any request or demand for any undue financial or other advantage of any kind received by the Client in connection with the performance of this agreement; and
    4. (d)  immediately notify S2 Partnership (in writing) if a foreign public official becomes an officer or employee of the Client or acquires a direct or indirect interest in the Client (and the Client warrants that it has no foreign public officials as officers or employees or direct or indirect owners at the date of this agreement).
  2. 15.2  For the purpose of this Clause 15, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2)

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of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively. For the purposes of this Clause 15 a person associated with the Client includes but is not limited to any subcontractor of the Client.

16. TERMINATION

  1. 16.1  Either party may terminate this Agreement immediately by giving written notice to the other party if the other party:
    1. (a)  commits any material breach of any term of this Agreement, and:
      1. (i)  the breach is not remediable; or
      2. (ii)  the breach is remediable, but the other party fails to remedy the breach within 30 days of receipt of a written notice requiring it to do so; or
    2. (b)  persistently breaches the terms of this Agreement (irrespective of whether such breaches collectively constitute a material breach).
  2. 16.2  Either party may terminate this Agreement immediately by giving written notice to the other party if:
    1. (a)  the other party:
      1. (i)  is dissolved;
      2. (ii)  ceases to conduct all (or substantially all) of its business;
      3. (iii)  is or becomes unable to pay its debts as they fall due;
      4. (iv)  is or becomes insolvent or is declared insolvent; or
      5. (v)  convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
    2. (b)  an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party; or
    3. (c)  an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under this Agreement).
  3. 16.3  S2 Partnership holds the right to terminate this agreement immediately to any client, refusing access to RiskWise. In this instance, a full refund will be made to the Client.

17. EFFECTS OF TERMINATION

  1. 17.1  Upon termination of this Agreement, all the provisions of this Agreement will cease to have effect.
  2. 17.2  Termination of this Agreement will not affect either party’s accrued liabilities and rights as at the date of termination.
  3. 17.3  Subject to Clause 17.4, within 30 days following the termination of the Agreement, S2 Partnership may:

(a) irrevocably delete from RiskWise all Client Confidential Information; and

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(b) irrevocably delete from its other computer systems all Client Confidential Information, and return to the Client or dispose of as the Client may instruct all documents and materials containing Client Confidential Information.

17.4 A party may retain any document (including any electronic document) containing the Confidential Information of the other party after the termination of this Agreement if:

  1. (a)  that party is obliged to retain such document by any law or regulation or other rule enforceable against that party; or
  2. (b)  the document in question is a letter, fax, email, order confirmation, invoice, receipt or similar document addressed to the party retaining the document.

18. NOTICES

  1. 18.1  Any notice to a party under this Agreement shall be in writing signed by or on behalf of the party giving it and shall unless delivered to a party personally be left at or sent by prepaid first class recorded delivery or facsimile to the address of the party as set out on page 2 of this Agreement or as otherwise notified in writing from time to time.
  2. 18.2  A notice will be deemed to have been received at the relevant time set out below (or where such time is not within Business Hours, when Business Hours next begin after the relevant time set out below):
    1. (a)  where the notice is delivered personally, at the time of delivery;
    2. (b)  where the notice is sent by recorded signed-for post, 48 hours after posting; and
    3. (c)  where the notice is sent by fax or email, at the time of the transmission (providing the sending party retains written evidence of the transmission).

19. FORCE MAJEURE EVENT

  1. 19.1  Where a Force Majeure Event gives rise to a failure or delay in either party performing its obligations under this Agreement (other than obligations to make payment), those obligations will be suspended for the duration of the Force Majeure Event.
  2. 19.2  A party who becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in performing its obligations under this Agreement, will:
    1. (a)  forthwith notify the other; and
    2. (b)  will inform the other of the period for which it is estimated that such failure or delay will continue.
  3. 19.3  The affected party will take reasonable steps to mitigate the effects of the Force Majeure Event.

20. GENERAL

  1. 20.1  No breach of any provision of this Agreement will be waived except with the express written consent of the party not in breach.
  2. 20.2  If a Clause of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other Clauses of this Agreement will continue in effect. If any unlawful and/or unenforceable Clause would be lawful or enforceable if part of it were deleted, that part will be deemed

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to be deleted, and the rest of the Clause will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant Clause will be deemed to be deleted).

  1. 20.3  Nothing in this Agreement will constitute a partnership, agency relationship or contract of employment between the parties.
  2. 20.4  Each party hereby agrees that the other party may freely assign any or all of its contractual rights and/or obligations (other than any obligation to pay monies) under this Agreement to any Affiliate of the assigning party or any successor to all or a substantial part of the business of the assigning party from time to time. Save as expressly provided in this Clause or elsewhere in this Agreement, neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise dispose of or deal in this Agreement or any contractual rights or obligations under this Agreement.
  3. 20.5  Neither party will, without the other party’s prior written consent, either during the term of this Agreement or within 6 months after the date of effective termination of this Agreement, engage, employ or otherwise solicit for employment any employee, agent or contractor of the other party who has been involved in the performance of this Agreement.
  4. 20.6  Each party agrees to execute (and arrange for the execution of) any documents and do (and arrange for the doing of) any things reasonably within that party’s power, which are necessary to enable the parties to exercise their rights and fulfil their obligations under this Agreement.
  5. 20.7  This Agreement is made for the benefit of the parties, and is not intended to be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to this Agreement are not subject to the consent of any third party.
  6. 20.8  Subject to Clause 10.1:
    1. (a)  this Agreement constitutes the entire agreement between the parties in relation to the subject matter of this Agreement, and supersedes all previous agreements, arrangements and understandings between the parties in respect of that subject matter; and
    2. (b)  neither party will have any remedy in respect of any misrepresentation (whether written or oral) made to it upon which it relied in entering into this Agreement.
  7. 20.9  This Agreement will be governed by and construed in accordance with the laws of England and Wales; and the courts of England will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement.

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1. Helpdesk

Schedule 1 Service Level Agreement

1.1 General support is made available to the Client in self-service form, through web articles and videos.

S2 Partnership will make available to the Client’s Nominated Contacts during Business Hours the agreed Support Services for the purposes of:

(a) determining the causes of errors and fixing errors in RiskWise.

1.2 The Client must make all requests for Support Services via its Nominated Contact allocated to the property in RiskWise.

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2. Response and resolution times

  1. 2.1  S2 Partnership will:
    1. (a)  use reasonable endeavours to respond to requests for Support Services made via Nominated Contacts through the helpdesk; and
    2. (b)  use reasonable endeavours to resolve issues raised by the Client,
  2. 2.2  S2 Partnership will determine, acting reasonably, in to which severity category an issue raised through the Support Services falls. ‘Bug’ tickets are excluded from any ‘Solved Within’ SLA, as development work is likely required to resolve any coding issues. Bugs are prioritised in the roadmap based on their severity.
  3. 2.3  S2 Partnership will determine, acting reasonably, in to which severity a bug is, and therefore the remediation timeframe, in accordance with the following matrix:

Colour Severity Fix Schedule

1

Critical Immediate – Current Sprint
High Fast – No later than the next Sprint

Medium Timely – Within 2-4 Sprints Low Flexible – As time allows

Emergency Patch
Within the current Milestone

Within the next Milestone Flexible – As time allows

Delivery Schedule

2

3

4

2.4 All Support Services will be provided remotely unless expressly agreed otherwise by S2 Partnership.

  1. Limits on Support Services S2 Partnership shall have no obligation under this Agreement to provide Support Services in respect of any fault or error caused by:
    1. (a)  the improper use of RiskWise; or
    2. (b)  the use of RiskWise otherwise than in accordance with the Documentation and any other instructions provided to the Client by S2 Partnership from time to time.
  2. Upgrades
  1. 4.1  During the Term S2 Partnership will carry out the Upgrades.
  2. 4.2  The Client acknowledges that Upgrades may result in changes to the appearance and/or functionality of RiskWise.
  3. 4.3  S2 Partnership will give the Client notification of the application of any significant Upgrade. Such notice shall include details of the specific changes to the functionality of RiskWise resulting from the application of the Upgrade.
  1. Uptime Commitment S2 Partnership shall use its reasonable endeavours to ensure that RiskWise is available 99% of the time during each calendar month, subject to Paragraph 8.
  2. Back-up and Restoration S2 Partnership shall back up RiskWise as described in its back up policy held and detailed under ISO 27001.
  3. Scheduled Maintenance

7.1 S2 Partnership may suspend access to RiskWise in order to carry out Upgrades, such Upgrades to be carried out outside Business Hours.

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7.2 Downtime during Upgrades carried out by S2 Partnership in accordance with this Paragraph 8 shall not be counted as downtime for the purposes of Paragraph 6.

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  1. Set-Up Fees There are no initial set up fees.
  2. Licence Fees

Schedule 2 Fees

Licence fees of £195.00 plus VAT per self-assessment checklist to be payable in advance by the Client.

  1. Discount Codes Where a validated discount code is provided at the initial order point, the License Fee will be reduced to £175.00 plus VAT per self-assessment checklist to be payable in advance by the Client. The Discount code can only be used at the point of sale, and will not be accepted at a later date.
  2. Support Fees Support for the purposes of determining the causes of errors and fixing errors in RiskWise is free of charge. Online support materials for self-service support are included in the license fee.

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Schedule 3 Acceptable Use Policy

  1. This Policy
    This Acceptable Use Policy (the Policy) sets out the rules governing the use of RiskWise and any content that you may submit to RiskWise (Content). By using RiskWise, you agree to the rules set out in this Policy.
  2. General Restrictions You must not use RiskWise in any way that causes, or may cause, damage to RiskWise or impairment of the availability or accessibility of RiskWise, or any of the areas of, or services on, RiskWise. You must not use RiskWise:
    1. (a)  in any way that is unlawful, illegal, fraudulent or harmful; or
    2. (b)  in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
  3. Licence You grant to us a worldwide, irrevocable, non-exclusive, royalty-free licence to use, reproduce, publish, and distribute your Content on and in relation to RiskWise.
  4. Unlawful and Illegal Material You must not use RiskWise to store, host, copy, distribute, display, publish, transmit or send Content that is illegal or unlawful, or that will or may infringe a third party’s legal rights, or that could give rise to legal action whether against you or us or a third party (in each case in any jurisdiction and under any applicable law). Content (and its publication on RiskWise) must not:
    1. (a)  be libellous or maliciously false;
    2. (b)  be obscene or indecent;
    3. (c)  infringe any copyright, moral rights, database rights, trade mark rights, design rights, rights in passing off, or other intellectual property rights;
    4. (d)  infringe any rights of confidence, rights of privacy, or rights under data protection legislation;
    5. (e)  constitute negligent advice or contain any negligent statement;
    6. (f)  constitute an incitement to commit a crime;
    7. (g)  be in contempt of any court, or in breach of any court order;
    8. (h)  be in breach of racial or religious hatred or discrimination legislation;
      1. (i)  be blasphemous;
      2. (j)  be in breach of official secrets legislation; or

(k) be in breach of any contractual obligation owed to any person.

You must not submit any Content that is or has ever been the subject of any threatened or actual legal proceedings or other similar complaint.

7. Harmful Software

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You must not use RiskWise to promote or distribute any viruses, Trojans, worms, root kits, spyware, or any other harmful software, programs, routines, applications or technologies.

You must not use RiskWise to promote or distribute any software, programs, routines, applications or technologies that will or may negatively affect the performance of a computer or introduce significant security risks to a computer.

  1. Factual Accuracy Content must not be untrue, false, inaccurate or misleading. Statements of fact contained in the Content must be true; and statements of opinion contained on the Content must be truly held and where possible based upon facts that are true.
  2. Negligent Advice Content must not consist of or contain any instructions, advice or other information that may be acted upon and could, if acted upon, cause:
    1. (a)  illness, injury or death; or
    2. (b)  any other loss or damage.

15. Breaches of this Policy

Without prejudice to this general right and our other legal rights, if you breach this Policy in any way, or if we reasonably suspect that you have breached this Policy in any way, we may:

  1. (a)  temporarily suspend your access to a part or all of RiskWise; and/or
  2. (b)  permanently prohibit you from using a part or all of RiskWise.

18. Report Abuse

If you become aware of any material on RiskWise that contravenes this Policy, you must notify us by email to riskwise@s2partnership.co.uk.

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1.

2.

a)

b)

Schedule 4 – Setting up RiskWise Phase 1 – Confirmation of Order

Upon agreement of the terms, and successful payment of the Fees, the Client shall select the self- assessment required for each location. This will act as the scope of the system.

Phase 2 – Configuration

The Client shall supply S2 Partnership with the data (Data) that the Client requires to be imported into RiskWise in respect of each of the Licenced Properties when it is first put into the Live Environment in the time and form requested by S2 Partnership; and

S2 Partnership shall configure RiskWise in respect of each of the Licensed Properties in accordance with the Documentation and the information contained in relevant completed template documents and incorporating the relevant Data.

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Data Processing

Subject-matter of the processing The performance of the Services

Duration of the processing The length of time S2 Partnership shall provide the Services and for such further time as the parties shall agree in writing.
Nature and purpose of the processing RiskWise will be accessed by S2 Partnership in order to provide the Services to the Client. The main purpose of the Services is logging client and management information into RiskWise. Other typical access reasons include: providing support to the Client, providing monthly reporting statistics to the Client and so forth. Other Processing activities will be Controlled by and the responsibility of the Client.
Type(s) of personal data User login details
Any other personal or sensitive personal data the Client defines and chooses to store in RiskWise – this is Controlled by the Client
Categories of data subjects Client employees
Client contractors
Visitors to the sites
Occupiers and their visitors at the sites Other as defined by the Client.
Insert data processing instructions To record, store, delete and undertake such actions are required in the performance of the Services in accordance with the Agreement