Terms & Conditions
THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF
Clause 8 (LIMITATION OF LIABILITY).
1. Definitions and interpretation
The following definitions and rules of interpretation apply in these Conditions.
1.1 Definitions:
Business Day: a day, other than a Saturday or Sunday, when banks in Dublin are open
for business.
Charges: the charges payable by the Customer for the supply of the Services in
accordance with clause 5.
Commencement Date: has the meaning given in clause 2.2.
Conditions: these terms and conditions as amended from time to time in accordance
with clause 12.5.
Contract: the contract between the Supplier and the Customer for the supply of
Services in accordance with these Conditions.
Customer: the person or firm who purchases Services from the Supplier.
Customer Default: has the meaning set out in clause 4.2.
Deliverables: the deliverables set out in the Order produced by the Supplier for the
Customer.
Intellectual Property Rights: training materials, course material, copyright and neighboring and related rights, moral rights, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted,
renewals or extensions of, and rights to claim priority from, such rights and all similar or
equivalent rights or forms of protection which subsist or will subsist now or in the future
in any part of the world.
Order: the Customer's order for Services as set out in the Customer's written acceptance of a quotation by the Supplier.
Services: the services, including the Deliverables, supplied by the Supplier to the
Customer as set out in the Specification.
2 Specification: the description or specification of the Services provided in writing by the
Supplier to the Customer.
Supplier: Tony Walsh, t/a Secusafe, 10 Meadow Court, Ballybrack, Co. Dublin
registered in Ireland with the number 660652.
Supplier Materials: has the meaning set out in clause 4.1(h).
1.2 Interpretation:
(a) References to clauses and the Schedule are to the clauses of and the Schedule
to these Conditions.
(b) The Schedule forms part of these Conditions and any reference to these
Conditions include the Schedule.
(c) A reference to a statute or statutory provision is a reference to it as amended or
re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
(d) Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
(e) A reference to writing or written includes email.
2. Basis of contract
2.1 The Order constitutes an offer by the Customer to purchase Services in accordance with
these Conditions.
2.2 The Order shall only be deemed to be accepted when the Supplier issues written
acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).
2.3 Any samples, drawings, descriptive matter or advertising issued by the Supplier, and any
descriptions or illustrations contained in the Supplier's website, catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any
contractual force.
2.4 These Conditions apply to the Contract to the exclusion of any other terms that the customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.5 Any quotation given by the Supplier shall not constitute an offer. A quotation is only valid
for a period of 30 Business Days from its date of issue.
3. Supply of Services
3.1 The Supplier shall supply the Services to the Customer in accordance with the specification in all material respects.
3.2 The Supplier shall use all reasonable endeavors to meet any performance dates specified in your order confirmation, promotional material, and on the http://www.secusafe.ie/ website, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
3.3 The Supplier reserves the right to amend the Specification if necessary to comply with
any applicable law or regulatory requirement, or if the amendment will not materially
affect the nature or quality of the Services, and the Supplier shall notify the Customer in
any such event.
3.4 The Supplier warrants to the Customer that the Services will be provided using
reasonable care and skill.
4. Customer's obligations
4.1 The Customer shall:
(a) ensure that the terms of the Order and any information it provides in the Specifications are complete and accurate;
(b) co-operate with the Supplier in all matters relating to the Services;
(c) provide the Supplier, its employees, agents, consultants, and subcontractors,
with access to the Customer's premises, office accommodation, and other facilities as reasonably required by the Supplier, where the Services are to be provided at the site of the Customer;
(d) provide the Supplier with such information, including personally identifiable
information, and materials as the Supplier may reasonably require to supply the
Services, and ensure that such information is complete and accurate in all
material respects;
(e) prepare the Customer's premises for the supply of the Services;
(f) obtain and maintain all necessary licenses, permissions, and consents which
may be required for the Services before the date on which the Services are to
start;
(g) comply with all applicable laws, including health and safety laws; and
(h) keep all materials, equipment, documents, and other property of the Supplier (Supplier Materials) at the Customer's premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with
the Supplier's written instructions or authorisation.
4.2 If the Supplier's performance of any of its obligations under the Contract is prevented or
delayed by any act or omission by the Customer or failure by the Customer to perform
any relevant obligation (Customer Default):
(a) without limiting or affecting any other right or remedy available to it, the Supplier
shall have the right to suspend the performance of the Services until the Customer
remedies the Customer Default, and relies on the Customer Default to relieve it
from the performance of any of its obligations in each case to the extent the
Customer Default prevents or delays the Supplier's performance of any of its
obligations;
(b) the Supplier shall not be liable for any costs or losses sustained or incurred by
the Customer arising directly or indirectly from the Supplier's failure or delay to
perform any of its obligations as set out in this clause 4.2; and
(c) the Customer shall reimburse the Supplier on written demand for any costs or
losses sustained or incurred by the Supplier arising directly or indirectly from the
Customer Default.
5. Charges and payment
5.1 The Charges for the Services shall be as provided for in the quotation provided by the
Supplier to the Customer. Any change request, including such work which may involve
additional work and/or outlay shall be quoted separately and shall be separately
chargeable
5.2 The Supplier shall be entitled to charge the Customer for any expenses reasonably
incurred by the individuals whom the Supplier engages in connection with the Services
including traveling expenses, hotel costs, subsistence, and any associated expenses,
and for the cost of services provided by third parties and required by the Supplier for the
performance of the Services, and for the cost of any materials.
5.3 The Supplier shall invoice the Customer on completion of the Services.
5.4 The Customer shall pay each invoice submitted by the Supplier:
(a) within 30 days of the date of the invoice; and
(b) in full and in cleared funds to a bank account nominated in writing by the
Supplier, and time for payment shall be of the essence of the Contract.
5.5 All amounts payable by the Customer under the Contract are exclusive of amounts in
respect of value-added tax chargeable from time to time (VAT). Where any taxable
supply for VAT purposes is made under the Contract by the Supplier to the Customer,
the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the
Supplier such additional amounts in respect of VAT as are chargeable on the supply of
the Services at the same time as payment is due for the supply of the Services.
5.6 If the Customer fails to make a payment due to the Supplier under the Contract by the
due date, then, without limiting the Supplier's remedies under clause 9, the Customer
shall pay interest on the overdue sum from the due date until payment of the overdue
sum, whether before or after judgment. Interest under this clause 5.6 will accrue each
day at 4% a year above the EURIBOR base rate from time to time, but at 4% a year for any
the period when that base rate is below 0%.
5.7 All amounts due under the Contract shall be paid in full without any set-off, counterclaim,
deduction or withholding (other than any deduction or withholding of tax as required by
law).
5.8 Any refund request shall be made in writing to info@secusafe.ie
5.9 All amounts due under the Contract shall be paid in full before the Supplier shall issue
any certification or documentation.
6. Intellectual property rights
6.1 All Intellectual Property Rights in or arising out of or in connection with the Services
(other than Intellectual Property Rights in any materials provided by the Customer) shall
be owned by the Supplier.
6.2 The Supplier grants to the Customer, or shall procure the direct grant to the Customer
of, a fully paid-up, worldwide, non-exclusive, royalty-free license during the term of the
Contract to copy the Deliverables (excluding materials provided by the Customer) for the
purpose of receiving and using the Services and the Deliverables.
6.3 The Customer shall not sub-license, assign or otherwise transfer the rights granted in
clause 6.2.
6.4 The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free, non-
transferable license to copy and modify any materials provided by the Customer to the
Supplier for the term of the Contract for the purpose of providing the Services to the
Customer.
7. Data Protection:
The parties shall comply with their data protection obligations as set out in the Schedule.
8. Limitation of liability:
8.1 The Supplier has obtained insurance cover in respect of its own legal liability for
individual claims not exceeding €500,000 per claim. The limits and exclusions in this
clause reflect the insurance cover the Supplier has been able to arrange and the customer is responsible for making its own arrangements for the insurance of any excess loss.
8.2 Restrictions on liability in this clause 8 include every kind of liability arising under or in
connection with the Contract including liability in contract, under statute or otherwise
(including liability arising from negligence).
8.3 Nothing in the Contract limits any liability which cannot legally be limited, including
liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; and
(c) breach of the terms implied by the Supply of Goods and Services Act.
8.4 Subject to clause 8.3 (Liabilities which cannot legally be limited), the Supplier's total
liability to the Customer:
(a) for damage to property caused by the negligence of its employees and agents
in connection with this agreement shall not exceed €50,000 for any one event or
series of connected events;
(b) for loss arising from the Supplier's failure to comply with its data processing
obligations under clause 7 shall not exceed €10,000; and
(c) for all other loss or damage shall not exceed €10,000.
8.5 The caps on the Supplier's liabilities shall be reduced by:
(a) payments of an uncapped liability;
(b) amounts awarded or agreed to be paid under any other clause of this
Agreement;
(c) amounts awarded by a court, using its procedural or statutory powers in
respect of costs of proceedings or interest for late payment.
8.6 Subject to clause 8.3 (Liabilities which cannot legally be limited), the Supplier is not
liable to the Customer for any:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of or damage to goodwill; and
(g) indirect or consequential loss.
8.7 This clause 8 shall survive termination of the Contract.
9. Termination
9.1 Without affecting any other right or remedy available to it, either party may terminate the
Contract by giving the other party 1 month's written notice.
9.2 Without affecting any other right or remedy available to it, either party may terminate the
Contract with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of any term of the Contract and (if
such a breach is remediable) fails to remedy that breach within 7 days of that
party being notified in writing to do so;
(b) the other party takes any step or action in connection with its entering
administration, provisional liquidation or any composition or arrangement with its
creditors (other than in relation to a solvent restructuring), being wound up
(whether voluntarily or by order of the court, unless for the purpose of a solvent
restructuring), having a receiver appointed to any of its assets or ceasing to
carry on business;
(c) the other party suspends, or threatens to suspend, or ceases or threatens to
cease to carry on all or a substantial part of its business; or
(d) the other party's financial position deteriorates to such an extent that in the
terminating party's opinion the other party's capability to adequately fulfil its
obligations under the Contract has been placed in jeopardy.
9.3 Without affecting any other right or remedy available to it, the Supplier may terminate the
Contract with immediate effect by giving written notice to the Customer.
9.4 If the provision of the Services is canceled by the Supplier, the Supplier will make
contact with the Customer and rebook the date for the provision of the Services. If the
dates of the rebooked Service do not suit the Customer the Service fee will be fully
refunded to the Customer.
9.5 Without affecting any other right or remedy available to it, the Supplier may suspend the
supply of Services under the Contract or any other contract between the Customer and
the Supplier if:
(a) the Customer fails to pay any amount due under the Contract on the due date
for payment;
(b) the Customer becomes subject to any of the events listed in clause 9.2(c) or
clause 9.2(d), or the Supplier reasonably believes that the Customer is about to
become subject to any of them; and
(c) the Supplier reasonably believes that the Customer is about to become subject
to any of the events listed in clause 9.2(b).
10. Your Right to Cancel
10.1 Cancellations must be made in writing and reach Secusafe prior to the start of the
provision of the Services subject to the following:
(a) 10% of the Service fee will be charged on cancellations received from date of
booking up to 30 calendar days of the service provision date.
(b) 50% of the Service fee will be charged on cancellations received between 14
and 6 calendar days of the service provision date.
(c) No cancellations can be made within 3 days before the start date of the course;
you can however transfer to another date provided you contact Secusafe in
writing at least 48 hours prior to course start date, excluding bank holiday,
Saturday and Sunday.
10.2 If you cancel your course in accordance with these terms, a refund will be made to you,
using the same method as you made your original payment.
10.3 Refund credits may take up to 30 days from date of written request and accepted refund.
All Service fees are non-refundable once the original Services provision date
commences.
10.4 No fee will be returned to the client in the event that Customer does not attend on the
day of the Services provision and has not notified Secusafe.
10.5 Participants should be in the training venue at least 15 minutes before the notified
course start time. Participants who are late for a course by more than 15 minutes will not
be permitted on the course.
10.6 All course materials and exam fees (if applicable) are included in course fees. If
participants are required to bring any further course materials they will be informed in
advance of the course.
11. Consequences of termination
11.1 On termination of the Contract:
(a) the Customer shall immediately pay to the Supplier all of the Supplier's
outstanding unpaid invoices and interest and, in respect of Services supplied
but for which no invoice has been submitted, the Supplier shall submit an
invoice, which shall be payable by the Customer immediately on receipt; and
(b) the Customer shall return all of the Supplier Materials and any Deliverables
which have not been fully paid for. If the Customer fails to do so, then the
Supplier may enter the Customer's premises and take possession of them. Until
they have been returned, the Customer shall be solely responsible for their safe
keeping and will not use them for any purpose not connected with the Contract.
11.2 Termination of the Contract shall not affect any rights, remedies, obligations or liabilities
of the parties that have accrued up to the date of termination, including the right to claim
damages in respect of any breach of the Contract which existed at or before the date of
termination.
11.3 Any provision of the Contract that expressly or by implication is intended to come into or
continue in force on or after termination of the Contract shall remain in full force and
effect.
12. General
12.1 Force majeure. Neither party shall be in breach of the Contract nor liable for delay in
performing, or failure to perform, any of its obligations under the Contract if such delay or
failure result from events, circumstances or causes beyond its reasonable control.
12.2 Assignation and other dealings
(a) The Supplier may at any time assign, charge, subcontract, declare a trust over
or deal in any other manner with any or all of its rights and obligations under the
Contract.
(b) The Customer shall not assign, transfer, charge, subcontract, declare a trust
over or deal in any other manner with any of its rights and obligations under the
Contract without the prior written consent of the Supplier.
12.3 Confidentiality
(a) Each party undertakes that it shall not at any time during the Contract, and for a
period of two years after termination of the Contract, disclose to any person any
confidential information concerning the training materials or training methods of the Supplier, Customer’s intentions, operational methods, and business organisation except as permitted by clause 12.3(b).
(b) Each party may disclose the other party's confidential information:
(i) to its employees, officers, representatives, subcontractors or advisers
who need to know such information for the purposes of carrying out the
party's obligations under the Contract. Each party shall ensure that its
employees, officers, representatives, subcontractors or advisers to
whom it discloses the other party's confidential information comply with
this clause 12.3; and
(ii) as may be required by law, a court of competent jurisdiction or any
governmental or regulatory authority.
(c) Neither party shall use the other party's confidential information for any purpose
other than to perform its obligations under the Contract.
12.4 Entire agreement
(a) The Contract constitutes the entire agreement between the parties and
supersedes and extinguishes all previous agreements, promises, assurances,
warranties, representations and understandings between them, whether written
or oral, relating to its subject matter.
(b) Each party acknowledges that in entering into the Contract it does not rely on
and shall have no remedies in respect of any statement, representation,
assurance or warranty (whether made innocently or negligently) that is not set
out in the Contract. Each party agrees that it shall have no claim for innocent or
negligent misrepresentation based on any statement in the Contract.
12.5 Variation. Except as set out in these Conditions, no variation of the Contract shall be
effective unless it is in writing and signed by the parties (or their authorised
representatives).
12.6 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if
given in writing and shall not be deemed a waiver of any subsequent right or remedy. A
failure or delay by a party to exercise any right or remedy provided under the Contract or
by law shall not constitute a waiver of that or any other right or remedy, nor shall it
prevent or restrict any further exercise of that or any other right or remedy. No single or
partial exercise of any right or remedy provided under the Contract or by law shall
prevent or restrict the further exercise of that or any other right or remedy.
12.7 Severance. If any provision or part-provision of the Contract is or becomes invalid,
illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity
and enforceability of the rest of this agreement. If any provision or part-provision of this contract is deleted under clause 12.7 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the
intended commercial result of the original provision.
12.8 Notices
(a) Any notice or other communication given to a party under or in connection with the Contract shall be sent by email to the address info@secusafe.ie
(b) Any notice or communication shall be deemed to have been received at the
time of transmission.
(c) This clause 12.8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
12.9 Governing law. The Contract, and any dispute or claim (including non-contractual
disputes or claims) arising out of or in connection with it or its subject matter or
formation shall be governed by and construed in accordance with the law of Ireland.
12.10 Jurisdiction. Each party irrevocably agrees that the Irish courts shall have exclusive
jurisdiction to settle any dispute or claim (including non-contractual disputes or claims)
arising out of or in connection with the Contract or its subject matter or formation.
This is the Schedule referred to in the foregoing terms and conditions
1. DATA PROTECTION
a. Both parties will comply with all applicable requirements of the Data Protection
Legislation. This clause 1 is in addition to, and does not relieve, remove or replace, a party's
obligations or rights under the Data Protection Legislation. In this clause 1.a, Applicable Laws
means the law of the European Union, the law of any member state of the European Union
and/or Domestic Irish Law; and Domestic Irish Law means the Data Protection Legislation and
any other law that applies in Ireland.
b. The parties acknowledge that for the purposes of the Data Protection Legislation, the customer is the Controller and the Supplier is the Processor.
c. Without prejudice to the generality of clause 1.a, the Customer will ensure that it has all
necessary appropriate consents and notices in place to enable lawful transfer of the Personal
Data to the Supplier for the duration and purposes of this agreement.
d. Without prejudice to the generality of clause 1.a, the Supplier shall, in relation to any
Personal Data processed in connection with the performance by the Supplier of its obligations
under this agreement:
i. process that Personal Data only on the documented written instructions of the
Customer unless the Supplier is required by Applicable Laws to otherwise process that
Personal Data. Where the Supplier is relying on Applicable Laws as the basis for
processing Personal Data, the Supplier shall promptly notify the Customer of this before
performing the processing required by the Applicable Laws unless those Applicable
Laws prohibit the Supplier from so notifying the Customer;
ii. 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);
iii. ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
iv. not transfer any Personal Data outside of the European Economic Area unless
the prior written consent of the Customer has been obtained and the following conditions
are fulfilled:
1. the Customer or the Supplier has provided appropriate safeguards in
relation to the transfer;
2. the data subject has enforceable rights and effective legal remedies;
3. the Supplier complies with its obligations under the Data Protection
Legislation by providing an adequate level of protection to any Personal Data that
is transferred; and
4. the Supplier complies with reasonable instructions notified to it in advance
by the Customer with respect to the processing of the Personal Data;
v. assist the Customer, at the Customer's cost, in responding to any request from a
Data Subject and in ensuring compliance with its obligations under the Data Protection
Legislation with respect to security, breach notifications, impact assessments and
consultations with supervisory authorities or regulators;
vi. notify the Customer without undue delay on becoming aware of a Personal Data
Breach;
vii. at the written direction of the Customer, delete, remediate or return Personal
Data and copies thereof to the Customer on termination of the agreement unless
required by Applicable Law, or another legitimate basis, to store the Personal Data; and
viii. maintain complete and accurate records and information to demonstrate its
compliance with this clause 1.d.
e. The Customer consents to the Supplier appointing the Pre-Hospital Emergency Care
Council and Security Institute of Ireland as third-party processors of Personal Data under this
agreement. The Supplier 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 and in either case the Supplier continues to reflect the requirements of the
Data Protection Legislation. As between the Customer and the Supplier, the Supplier shall
remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant
to this clause 1.