Registration Terms and Conditions TERMS OF USE Your use of this system is governed by the terms and conditions in this Agreement. If you do not accept the terms of this Agreement by clicking the box on the Registration Form, you will not be permitted access to this system and cannot use the Services. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to this Agreement in which case the terms “you” or “your” shall refer to such entity. If you do not have such authority or if you do not agree with these terms you must not accept this Agreement and you may not use this system or the Services. DEFINITIONS The following definitions apply in this Agreement: (a) Agreement means this agreement; (b) Applicable Laws means the laws of any member of the European Union or the laws of the European Union applicable to us; (c) Authorised User means an employee (permanent or temporary) or agent of a Registrant who accesses the Services and/or this system on behalf of the Registrant; (d) Card means an identification token comprising either a physical card or a virtual card which contains data linked within this system for the purposes of identification and information checks; (e) Cardholder means a person who has a Card in their name; (f) Confidential Information means any and all information to which you are given access or receive regarding: (i) any Worker; and (ii) any other Registrant; (g) Content means all information, data, records, text, software, graphics, messages, tags, or other materials posted on the Website and/or contained within this system; (h) Data Protection Legislation means the General Data Protection Regulation (GDPR) ((EU) 2016/679), the Data Protection Act 2018 and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then any successor legislation thereto; (i) Data Subject has the meaning given in the Data Protection Legislation; (j) Services means the services described in clause 5; (k) Worker means any individual who applies for or is issued a Card for the purposes of working on a relevant site or location; (l) personal data has the meaning set out in the Data Protection Legislation; (m) Process has the meaning set out in the Data Protection Legislation (and Processed, Processing and Processes shall be construed accordingly); (n) Registrant means a company, business entity or other person which seeks to engage, employ or contract workers who are qualified and experienced to perform services that meet its employment requirements; (o) Record means the data relating to an individual Cardholder held on a Card and/or within this system from time to time; (p) this system means the proprietary web-based software (including any error corrections, updates, upgrades, modifications and enhancements provided to you under this Agreement), apps and database described in clause 6; (q) You and your refers to you as Registrant and as an Authorised User of a Registrant; and (r) Your Authorised Users means any of your employees (permanent or temporary) or agents who access the Services and/or this system on your behalf. VARIATION We reserve the right at our sole discretion, to change, modify, add, or delete portions of this Agreement at any time with 30 days’ prior notice. If we change the terms of this Agreement, we will notify you thirty (30) days prior to their effective date. Should the terms of this Agreement be varied, you will have the opportunity to review the revised terms. Unless you take steps to opt out of using this system by terminating this Agreement, your continued use of the Services and this system after the effective date of any such changes, constitutes your acceptance of the terms of this Agreement as varied. If you choose not to accept the varied terms, you can opt out of using this system by confirming this to us prior to their effective date. PAYMENT Any consideration due for your use of the Services has been or will be communicated to you separately and you agree that you will pay any such charges. SERVICES Payment of the relevant charges as set out at Clause 4 shall entitle you to receive the following services in respect of this system: (a) Processing and verifying individual competency certificates; (b) Processing, producing and distributing initial Cards; (c) Facilitating access to this system user training packages; (d) Third line support; (e) Providing system reporting; and (f) Ongoing access to this system. We reserve the right to change, modify, suspend or discontinue all or any portion of this system or any of the Services, in our sole discretion, with 30 days’ prior notice. We may also impose limits on certain features or restrict your access to parts of or the entirety of this system or the Services in our sole discretion without notice or liability. We may increase any fees payable by you beyond the then current pricing for the Services with 30 days’ prior written notice whereupon this Agreement will remain in effect (including the increased pricing) unless you deliver written notice of termination to us within 30 days following such notice. USER LICENCE In consideration of the fees you pay us, if any, you are granted a non-exclusive, non-transferable, revocable licence to access and use this system (“User Licence”) in the United Kingdom. You shall ensure that you and Your Authorised Users comply with the terms and conditions they sign up to when logging into this system for the first time. Your User Licence extends to the use of this system by Your Authorised Users on the condition that they accept and comply with the terms and conditions they are required to sign up to when logging into this system for the first time. You are responsible for the use, or misuse of your login credentials by any party, whether or not that user is authorised by you to use them. You may not use login credentials to access this system from outside the United Kingdom. Your User Licence is subject to your compliance with this Agreement. Unless expressly stated herein, nothing in this Agreement shall be construed as conferring any licence, right or ownership of intellectual property rights in the Website, this system or the Services, whether by estoppel, implication or otherwise. Your User Licence is revocable at any time without notice and with or without cause. CONTENT Under no circumstances will we be liable in any way for the Content, including but not limited to any errors or omissions in any Content or any loss or damage of any kind incurred because of the use of any Content posted, accessed, downloaded, used, transmitted or otherwise made available on the this system or through the Services. You acknowledge that we may not pre-screen Content but you agree that we and our designees shall have the right (but not the obligation) in our sole discretion to pre-screen, refuse, or remove any Content that is available through this system. Without limiting the foregoing, we and our designees shall have the right (at our sole discretion) to remove any Content that violates the terms of this Agreement or terms of use of this system or is otherwise objectionable or inaccurate. You acknowledge, consent and agree that we and the partners we use to deliver this system may access, preserve and disclose your account information and Content if required to do so by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary to: (a) Comply with legal process; (b) Enforce this Agreement; (c) Respond to claims that any Content violates the rights of third parties; (d) Respond to your requests for customer service; (e) Protect the rights, property or personal safety of this system users and the public; or (f) Investigate complaints or reported violations of this Agreement and to take any action we deem appropriate, including but not limited to reporting any suspected unlawful activity to law enforcement officials, regulators or other third parties and disclose any information necessary or appropriate to such persons or entities. You are responsible for all Content that you or Your Authorised Users upload, post, e-mail, transmit or otherwise make available through the Website or the Services (Your User Content). This includes Content that is uploaded, posted, e-mailed transmitted or otherwise made available on your or their behalf. You grant us and the partners we use to deliver this system a non-exclusive, transferable, royalty free, perpetual, irrevocable licence and right to use, modify, copy, reproduce, transmit, sub-license, index, model, aggregate, publish, display and distribute Your User Content to provide the Services to you and other Registrants. 8 NOT USED 9 YOUR REPRESENTATIONS AND WARRANTIES 9.1 You represent, warrant and covenant that: (a) You have the legal capacity to enter into this Agreement and to comply with its terms; (b) You will use this system for lawful purposes only and in accordance with this Agreement and all applicable laws, regulations, policies, notices and safeguarding measures including but not limited to appropriate policy documents; and (c) You have taken reasonable steps to confirm that Your User Content is truthful and accurate and you have the right to provide such information. 10 YOUR CONFIDENTIALITY OBLIGATIONS 10.1 You agree that any personal data that you obtain through the Services or use of this system and Confidential Information will be treated in strict confidence and with the same degree of care that you use to protect your own confidential information and you shall procure that Your Authorised Users do so. 10.2 You will limit access to Confidential Information to those employees and personnel who need that access in order for you to receive the benefits of the Services and use this system and you will ensure access is revoked from such employees when appropriate (e.g. when someone resigns or changes role). 10.3 You shall not disclose our Confidential Information for any purpose other than for your legitimate internal business purposes as necessary to realise the benefits of the Services. 11 DATA PROTECTION AND DATA PROCESSING AGREEMENT 11.1 Both you and we will comply with all applicable requirements of the Data Protection Legislation. You shall procure that Your Authorised Users comply with all applicable requirements of the Data Protection Legislation. This clause 12 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation. 11.2 Without prejudice to the generality of clause 11.1, we will in relation to any of your personal data processed by us in connection with our performance of our obligations under this Agreement process that personal data only on your written instructions unless we are required to process the data by Applicable Laws. Where we are relying on Applicable Laws as the basis for processing personal data, we will promptly notify you of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit us from so notifying you. We will inform you if, in our opinion, an instruction infringes the Data Protection Legislation. 11.3 The scope, nature and purpose of processing by us, the duration of the processing and the types of personal data (as defined in the Data Protection Legislation) and categories of Data Subject are set out at Schedule 1, as amended from time to time by us at our sole discretion. For the avoidance of doubt, you agree that this Agreement comprises your documented instructions to us (in accordance with Article 28.3(a) of the relevant Data Protection Legislation) to process any personal data that forms part of Your User Content. 11.4 We will not transfer any of Your User Content that constitutes personal data out of the UK unless the following conditions are fulfilled: 11.4.1 there are appropriate safeguards or an adequacy decision in relation to the transfer as set out in the Data Protection Legislation; and 11.4.2 the Data Subject has enforceable rights and effective legal remedies; and 11.4.3 the transfer otherwise complies with the Data Protection Legislation. 11.5 If we process any personal data on your behalf when performing our obligations under this Agreement, you and we record our intention that you shall be the data controller and we shall be a data processor in accordance with the Data Protection Legislation and in any such case and without prejudice to the generality of clause 11.1: 11.5.1 you shall ensure that you have all necessary appropriate consents, notices (including privacy notices / policies) and safeguarding measures (including appropriate policy documents) in place to enable lawful transfer of the relevant personal data (meaning any personal data that forms part of Your User Content) to us for the duration and purposes of this Agreement so that we and the partners we use to deliver this system may lawfully use, process and transfer the personal data in accordance with this Agreement on your behalf including but not limited to enabling us lawfully to view Your User Content for the purposes of support, investigation of potential abuse, monitoring of system performance and account management. You acknowledge and agree that we are relying on you to obtain and maintain the same and you shall fully indemnify us and the partners we use to deliver this system and the Services in respect of any claim, loss or liability suffered or incurred by us as a result of you failing to comply with this clause 11.5.1; 11.5.2 both you and we shall have in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of the personal data and against its accidental loss, destruction or damage 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 such measures (those measures may include, where appropriate, pseudonymising and encrypting the personal data, ensuring confidentiality, integrity, availability and resilience of our 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); 11.5.3 we will ensure that all persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality; 11.5.4 we will notify you without undue delay on becoming aware of any personal data breach; 11.5.5 we will provide you with all reasonable assistance in responding to any request from a Data Subject that you or we receive in connection with Your User Content; 11.5.6 you will indemnify us and the partners we use to deliver this system in respect of any loss or liability which we reasonably incur in connection with any request from a Data Subject that you or we receive in connection with Your User Content that constitutes personal data; 11.5.7 we will assist you in ensuring compliance with your obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators; 11.5.8 we will make available to you all information necessary to demonstrate compliance with the obligations set out at Article 28 of the relevant Data Protection Legislation and permit and contribute to audits, including inspections, conducted by you or another auditor of your choice for the purpose of ensuring such compliance; 11.5.9 you and we will maintain complete and accurate records and information to demonstrate compliance with these clauses 11.1 to 11.5. 11.6 You consent to us appointing third party processors (collectively, “the partners we use to deliver this system”) to process Your User Content that comprises personal data on our behalf. We confirm that: 11.6.1 we will enter into with each third-party processor a written agreement incorporating terms substantially similar to clauses 11.1 to 11.5 and clause 12.2 of this Agreement; 11.6.2 as between you and us, we will remain liable for all acts or omissions of any third-party processor appointed by us pursuant to this clause 11.6; 11.6.3 should you object to the appointment of any new third party processor on reasonable grounds relating to the processing of personal data, we shall discuss with you reasonable alternative solutions in good faith. If no resolution can be reached, we will, at our sole discretion, either not appoint the new third party processor, or permit you to terminate the Service in accordance with the termination provisions of this Agreement. 11.7 You agree that we and the partners we use to deliver this system may view Your User Content including any personal data that forms part of it for the purposes of support, investigation of potential abuse, monitoring of system performance and account management. 11.8 You must securely destroy or anonymise any Worker personal data held outside this system and the Services that is no longer needed for a purpose permitted by (i) the privacy notice provided to the Worker; and (ii) Applicable Laws including without limitation the Data Protection Legislation. 11.9 You acknowledge and agree that: 11.9.1 the Services and this system contain functionality that may permit a Worker to be “associated” with Sponsors/Employers other than the Worker’s original Sponsor/Employer and that this allows the associated Registrant to view the Record of that Worker, download it and print reports of the same; 11.9.2 the data relating to a Cardholder included on a Card will be visible to anyone reading the Card using compatible Card-reading software and hardware and is also capable of being saved, printed and transmitted to third parties; 11.9.3 should the relevant functionality be switched on in this system, personal data in respect of Worker swipe in / swipe out at sites may be shared with third parties for Worker and site safety purposes; and 11.9.3 all data insertions, changes and deletions to a Record will be logged in an audit trail attached to the Record. 11.10 You agree that you will take or have taken account of the matters set out in clause 11.9 in any documentation you provide to a Worker in accordance with clause 11.5.1. 11.11 You agree that in the event of any loss of or damage to Your User Content, your sole and exclusive remedy shall be for us to use reasonable commercial endeavours to restore the lost or damaged data from the latest back-up of such data maintained by us in accordance with our, or our relevant partner’s, normal back-up procedures. We shall not be responsible for any loss, destruction, alteration or disclosure of Your User Content caused by any third party (except those third parties sub-contracted by us to perform services related to Your User Content maintenance and back-up). 12 DEACTIVATION, TERMINATION AND CONSEQUENCES 12.1 We reserve the right to deactivate any Card so that it will no longer work with this system and the Services and/or terminate this Agreement at any time and without compensation to you if we consider (acting reasonably) that you or the Cardholder are in material breach of this Agreement or any data on the card is untrue, incorrect or misleading or if any Cardholder requests that we deactivate their Card. 12.2 On the termination of this Agreement for any reason, unless required by Applicable Laws to store any of Your User Content comprising personal data, we will within a reasonable period after receipt of your written direction to do so, delete or return Your User Content and copies thereof. Should you fail to provide such written direction within 90 days of termination of this Agreement, we will permanently delete Your User Content from this system. Encrypted back-ups of Your User Content will be kept for a maximum of 3 years after termination of this Agreement or of such deletion. You shall pay all reasonable expenses incurred by us in returning or deleting Your User Content. 13 THIRD PARTY WEBSITES 13.1 You acknowledge that the Services may enable or assist you to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and you do so solely at your own risk. We make no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and/or any contract entered into by you with any such third party. Any contract entered into and/or transaction completed via any third-party website is between you and the relevant third party and not us. We recommend that you refer to the third party’s terms and conditions and privacy notice prior to using the relevant third-party website or concluding any contract. We do not endorse or approve any third-party website nor the content of any of the third-party website made available through the Services. 14 INDEMNITY 14.1 In addition to any other remedy available to us, you agree to defend, indemnify and hold harmless us and the partners we use to deliver this system and our/their officers, directors, employees, agents, successors and assigns in full and on demand (with no duty to mitigate their loss) from and against any and all direct or indirect liabilities, claims, demands, losses, damages, actions, judgments, interest, awards, penalties, costs or expenses of whatever kind, including without limitation any court costs, reasonable legal and other professional adviser’s fees and disbursements and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (“Loss”) arising whether in wholly or in part resulting directly or indirectly from the matters listed below whether or not such Loss or the consequences of the matters listed below were foreseeable at the date of this Agreement: 14.1.1 your use of the Services, the apps or this system; 14.1.2 your use of any Content obtained from this system; 14.1.3 any third party accessing the Services, this system or any Content in connection with your use of the same under this Agreement. 15 LIMITATION OF LIABILITY 15.1 To the maximum extent permitted by law, in no event shall we be liable to you for any loss of use, revenue or profit, indirect or consequential loss, any exemplary, special or punitive damages whether arising out of breach of contract, tort (including negligence) or otherwise, regardless of whether such damage was foreseeable and whether or not we have been advised of the possibility of such damages. 15.2 To the maximum extent permitted by law, our entire financial liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution, debt or otherwise arising in connection with the performance or contemplated performance of this Agreement shall in all circumstances be limited to the fees paid by or due from you in the twelve (12) month period immediately preceding the event giving rise to such liability. 15.3 Nothing in this Agreement limits or excludes either party’s liability: 15.3.1 for death or personal injury caused by such party’s (or its agent’s or sub-contractor’s) negligence; or 15.3.2 for intentional repudiatory breach, fraud or fraudulent misrepresentation; or 15.3.3 for any other type of liability which cannot be limited or excluded by law. 15.4 Notwithstanding anything to the contrary herein, we shall not be deemed to be in default of any provision of this Agreement, or be liable to you or to any third party for any delay, error, failure in performance or interruption of performance due to or as a result of any events, circumstances or causes beyond its reasonable control including without limitation any act of God, flood, drought, earthquake or other natural disaster, epidemic or pandemic, terrorist attack, civil war, civil commotion or riots, boycott, strikes, interruption of power service, interruption of internet or communications service, interruption or failure utility service, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, any law or any action taken by a government or public authority including without limitation imposing an export or import restriction, quota or prohibitions, acts of any other person not under our control or other similar causes. 16 NO WARRANTIES 16.1 All Services provided under this Agreement are performed on an “as is” and “as available” basis exclusive of any warranty whatsoever. To the extent permitted by law, all conditions and warranties, statutory or otherwise and whether express or implied that relate to the provision of the Services or the operation of this system, are hereby excluded. 17 NOTICES 17.1 All notices issued by you under this Agreement shall be in writing and shall be delivered by recorded delivery post to our registered company address, if applicable, and, if not applicable, to our last address notified to you by us in writing. 17.2 Your notice address for such purposes shall be those addresses you provided to us in your user account. 18 GOVERNING LAW, JURSIDICTION AND OTHER MATTERS 18.1 Each party irrevocably agrees this Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non contractual disputes or claims) shall be governed by the laws of England. 18.2 Each party irrevocably agrees that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims). 18.3 You and we are independent contractors to each other. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between us. 18.4 You may not assign or delegate your rights or obligations under this Agreement without our prior written consent. 18.6 We may perform the Services through third party contractors. 18.7 Any provisions of this Agreement which are intended by their nature to survive the termination or expiration of this Agreement and/or your use of the Services shall so survive, including without limitation, your obligations to indemnify us, the limitations on our liability, the confidentiality obligations herein, the obligation under clause 11.14 of the data processing terms herein and the governing law and jurisdiction provisions. 18.8 Headings used in this Agreement are for convenience only and will not be used to construe or interpret any provision hereof. 18.9 This Agreement is the entire agreement between you and us regarding your use of the Services, this system and the apps and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. 18.10 Each party acknowledges that in entering into this Agreement 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 this Agreement. Nothing in this clause shall limit or exclude any liability for fraud. 18.11 Any provision of this Agreement that is held to be wholly or partially invalid, illegal or unenforceable will be deleted from this Agreement to the extent that it is invalid, illegal or unenforceable and the remaining provisions will continue in full force and effect. 18.12 This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and (where applicable) their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999 save for the clauses in which the partners we use to deliver this system are expressly referenced. 18.13 A waiver of any right under this Agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.