TERMS AND CONDITIONS

• Introduction

In these Terms references to: “We”, “Our” or “Us” means Building a Safer Future Limited, whose registered office is at The Building Centre, 26 Store Street, London, WC1E 7BT (Company Registration Number: 12549244), incorporated in England Wales (VAT Registration number: 347 0626 03); “You, Your, The Company” means the person(s) or body (incorporated or non-incorporated) who wishes to engage with the “Building a Safer Future Charter” (BSFC) and/or the “BSF Learning and Excellence Hub” services as described in the Schedule (Services); and “Website” shall mean www.buildingasaferfuture.org.uk and www.bsflearninghub.org and all associated websites and web pages. ​​ 

• Commencement and duration

  • Prior to the formation of an agreement for the Services, You will complete and submit to us the ‘Registered Signatory’ registration form via our Website.

  • As part of the completion of the ‘Registered Signatory’ registration form you will be asked to read and accept these Terms and Conditions. Once We have received Your completed ‘Registered Signatory’ registration form, we will confirm to You in writing that your Application is accepted, and an agreement will be formed between You and Us on these Terms (“Agreement”).

  • The Agreement will commence on the date of Our acceptance under clause 2.1 and will automatically ‘roll-over’ on an annual basis as Registered Signatory status is renewable annually through payment of an annual ‘subscription’ unless terminated sooner by either party in accordance with clause 6.

  • If you register as a ‘Student Supporter’ then you are liable to pay a one-off fee for ‘Student Membership’ for up to three years from the commencement of your programme of study.

• Fees

  • The fees payable by You for the Services are set out the relevant Registered Signatory section on Our Website (“Fees”).

  • You will pay the Fees:

    • Via credit or debit card;

    • On receipt of an invoice from us, if you request this payment method, or;

    • in full and cleared funds by annual direct debit to the bank account nominated in writing by Us. ​​ 

  • You acknowledge and agree that in order to ensure that your payment falls within the correct payment band that we may undertake checks to ensure that the correct annual turnover banding, as reported in your annual accounts, has been selected for your company for the preceding financial year for which you make your submission for Registered Signatory status.

• Obligations in respect of the Services

  • We will provide the Services:

    • with reasonable care, skill and ability; and

    • in accordance with latest industry, regulatory and/or government advice

    • in accordance with all applicable laws and regulations in force. ​​ 

• Your Responsibilities, Warranties and Entitlements

  • For the duration of any Agreement with us in relation to our Services, You will:

    • co-operate with Us at all times and comply with Our reasonable instructions and requests relating to the Services;

    • treat Us, and our employees, agents and representatives in accordance with all applicable anti-discrimination and equal opportunities laws;  ​​​​ 

  • You acknowledge and accept that:

    • We are not responsible or liable to You (including by way of any refund) ​​ for any failure or delay in providing the Services owing to Your failure to comply with Your obligations under clause 5.1;

    • Information collected by us during the course of conducting the Service will be used and accessible to Building a Safer Future Charter personnel and third-party sub-contractors engaged in the delivery of the Service such as software, technology and call-centre providers (Please see our published Privacy Policy for further information);

    • Information that we collect will be used for the purposes of providing the Service;

    • Anonymised company data may be aggregated with data from other companies for data analysis purposes to produce trend, statistical and other data reports for use by BSFC to report on and improve and develop the service.

  • You warrant, represent and undertake to us:

    • that any information provided by You, Your agents or representatives to Us in relation to or in connection with the Company as part of the Services is accurate and that You will notify Us promptly of any changes to such information; and

    • that You are fully entitled and authorised to enter into this Agreement with Us in accordance with these Terms.

  • You acknowledge that we retain all intellectual property rights, including, without limitation, copyright and related rights, trade marks, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, rights in confidential information and all similar or equivalent rights or forms of protection (“IPR”) in and in respect of any texts or materials that We, or Our representatives produce or make available to you as part of the Services, otherwise under these Terms (together “Materials”).

  • We grant You for the duration of the Agreement:

    • a right to state publicly that your company is a ‘Registered Signatory to the Building a Safer Future Charter’

    • a non-exclusive, terminable licence to use any Materials explicitly provided by us which confirms and promotes your status as a Registered Signatory – this does not include unauthorised use of the Building a Safer Future logo or other associated design elements.

  • You hereby grant to Us and Our assignees or licensees an irrevocable non-exclusive, royalty free, transferable, free of charge licence to:

    • use Your Company name and logo for the purpose of advertising or promoting your status as a Registered Signatory; and

    • store, use, merge, modify, publish and reproduce in any and all media any details, data, information provided by or on behalf of You for Our internal business purposes.

  • You warrant, represent and undertake to us that any IPR you licence or grant to Us does not infringe any third party IPR or other rights. You indemnify Us against all losses, costs, expenses, damages or claims we incur resulting from Your breach of these Terms or of any warranty given by You in these Terms.

  • Throughout the duration of the Agreement You shall advise Us of any change of ownership or control of Your Company whether this is of the immediate owner or of a parent organisation.

• Limitations of Liability

Clause 5 sets out the limitations of Our liability to You and:

• • in no circumstances shall We be liable for any loss or damage suffered by You, Your employees, agents or representatives, whether suffered directly or indirectly, whether immediate or consequential, and whether arising in contract, tort (including negligence or breach of statutory duty) or otherwise, which falls within any of the following categories:

    • loss of profit (whether considered as a direct or indirect loss);

    • loss of goodwill or damage to reputation;

    • loss of business or business opportunity;

    • loss of contracts;

    • loss of revenues;

    • loss of anticipated savings;

    • loss or corruption of data or information;

    • loss or liability which arises following any industry or regulatory sanction or penalty (it being acknowledged and agreed that We will, despite the provision of the Services, not be responsible for regulatory sanction or enforcement imposed on the Company); or

    • loss for any special, indirect or consequential damage of any nature whatsoever (even if We were aware of the circumstances in which such damage could arise);

  • without prejudice to clause 5.1 and subject to clauses 5.2 and 5.4, Our aggregate liability to You with regard to any claim or series of connected claims, whether in connection with this Agreement or any collateral contract, whether in contract, tort (including negligence or breach of statutory duty) or otherwise, shall be limited to the amount of the Fees paid or payable by You to Us in respect of the Services in the six months preceding the claim; and

  • whilst We will use all reasonable endeavours to ensure the accuracy of any information or advice (“Advice”) we provide as part of the Services You agree that We shall not be responsible for any errors or omissions in the Advice, and that We shall not be liable for any loss, damage, cost or expense incurred by You as a result of any such error or the reliance of any third party on the contents of the Advice. We shall, as a matter of goodwill, take all reasonable steps to rectify any errors made.

• Termination

  • We may suspend or terminate this Agreement with immediate effect at any time by notice in writing to You if:

    • You fail to pay any amount due under this Agreement within five days of the due date;

    • You are in material or persistent breach of any other provisions of this Agreement and the breach, if capable of remedy, has not been remedied within five working days of receipt by You of notice requiring the breach to be remedied;

    • in Our reasonable opinion, you bring Us or the Building a Safer Future Charter into disrepute;

    • Your Company goes into liquidation other than a voluntary liquidation for purposes of reconstruction or if a manager, receiver, administrator or encumbrancer takes possession of or is appointed over the whole or a substantial part of the Company’s assets or if You enter into an arrangement or composition with or for the benefit of Your creditors (including any voluntary arrangement) or a petition is presented or a meeting is convened for the purpose of making an administration order or if You cease to carry out Your business or if You become insolvent (these instances constituting an “Insolvency Event”); or

    • there is any change in ownership or control of Your Company, whether this is in relation to the immediate owner or any parent organisation.

  • You may terminate this agreement with immediate effect at any time by notice in writing to Us if:

    • We are in material or persistent breach of any other provisions of this Agreement and the breach, if capable of remedy, has not been remedied within 30 days of receipt by Us of notice requiring the breach to be remedied; or

    • We are subject to an Insolvency Event.

  • Any termination of this Agreement, howsoever occasioned, is without prejudice to any right or liabilities then accrued, including, without limitation, Our rights to any Fees (or part thereof) which has been invoiced and in relation to which payment has not been received. All Fees paid to Us are non-refundable.

  • On termination of the Agreement, howsoever caused, You shall immediately:

    • at your own expense:

      • remove from your Company and return and make no further use of any equipment, property, documentation, passwords and user IDs (including in respect of the Learning and Excellence Hub) and other items (and all copies of them) provided by Us under the Agreement;

      • return any confidential information which is in hard copy form and delete electronic information comprising the same from its systems to the extent technically and legally practicable and, if requested by Us certify in writing that it has done so within 30 days of the date of termination.

  • The following clauses will survive termination: 3, 4.5, 5, 6, 7, 8, 9, 10.

• Confidentiality

  • You and We undertake to treat as strictly confidential information and refrain from using any information obtained as a result of entering into or performing this Agreement which relates to the other party’s business, affairs, customers, clients or suppliers, except as permitted by paragraph 7.2.

  • You and We may disclose or use information which would otherwise be confidential if and to the extent that:

    • it is required by a court of competent jurisdiction, the law of any relevant jurisdiction or by any securities exchange or regulatory or governmental body to which either party is subject provided that, where permitted, the disclosing party provides as much notice as possible of the intended disclosure to the other party and the basis for it and assists the other party in taking steps to avoid or reduce the disclosure required;

    • such information was at the time of disclosure or has subsequently become public knowledge other than by reason of the disclosing party’s neglect or breach of the restrictions set out in this or any other agreement; or

    • the non-disclosing party has given prior written approval to the disclosure.

• Miscellaneous

  • We will have no liability to You under this Agreement if We are prevented from or delayed in performing the Services, or from carrying on Our business, by acts, events, omissions or accidents beyond Our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving Our workforce or that of any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, terrorism, malicious damage, unforeseeable disease, epidemics or pandemics (including any unforeseeable escalation of the existing Covid-19 disease or other pandemics), compliance with any new or amended law or governmental order, rule, regulation, direction or advice, accident, breakdown of plant or machinery, fire, flood, storm, or default or non-performance of suppliers or sub-contractors, provided that You are notified of such an event and its expected duration.

  • No variation of this Agreement will be valid unless it is in writing and signed by each of You and Us.

  • A waiver of any right under this is only effective if it is in writing. ​​ No failure or delay by a party in exercising any right or remedy under this Agreement or by law will constitute a waiver of that (or any other) right or remedy, nor preclude or restrict its further exercise. ​​ 

  • If any provision of this Agreement is or becomes illegal, invalid or unenforceable under the law of any jurisdiction, that will not affect or impair the legality, validity or enforceability in that jurisdiction of any other provision of this Agreement, or the legality, validity or enforceability under the law of any other jurisdiction of that or any other provision of this Agreement.

  • This Agreement constitutes the whole agreement between You and Us and supersedes all previous agreements between You and Us relating to its subject matter. ​​ You and We acknowledge that, in entering into this Agreement, We and You have not relied on, and will have no right or remedy in respect of, any statement, representation, misrepresentation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in this Agreement. ​​ Nothing in this clause 8.5 will limit or exclude any liability for fraud.

  • You will not, without our prior written consent, assign, transfer, charge, mortgage, subcontract or deal in any manner with all or any of your rights or obligations under this Agreement.

  • We may at any time assign, transfer, charge, mortgage or deal in any other manner with all or any of our rights under this Agreement and may subcontract or delegate in any manner any or all of our obligations under this Agreement to any third party or agent.

  • Nothing in this Agreement is intended to, or will be deemed to, constitute a partnership or joint venture of any kind between You and Us, or constitute either party the agent of the other party for any purpose. ​​ Neither party will have authority to act as agent for, or to bind, the other party in any way.

  • No person who is not a party to this Agreement will have any right to enforce it pursuant to the Agreements (Rights of Third Parties) Act 1999.

  • If any dispute arises in connection with your status as a Registered Signatory by Us and/or any complaints received by the Company in relation to the conduct of any of our employees, agents or representatives, You and We will attempt to settle it by mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure and the mediation will start, unless otherwise agreed by You and Us, within 28 days of one party issuing a request to mediate to the other. Unless otherwise agreed by You and Us, the mediator will be nominated by CEDR. The mediation will take place in London, England and the language of the mediation will be English. The Mediation Agreement referred to in the Model Procedure shall be governed by, and construed and take effect in accordance with, the substantive law of England and Wales. If the dispute is not settled by mediation within 14 days of commencement of the mediation or within such further period as the parties may agree in writing, either You or Us may commence an action in the courts in accordance with clause 10.

• Governing law and jurisdiction

  • This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) will be governed by and construed in accordance with the law of England and Wales.

  • Each party irrevocably agrees that the courts of England and Wales will have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

Registered Signatory and Charter Supporter Services

• Information and evidence gathered

  • We will, request personal and/or company information from you in order to ascertain your category of involvement or ‘membership’ in order to ascertain the level of fees payable by you. ​​ 

  • If registering for a ‘Concessionary’ or ‘Student’ Fee by completing your registration you are confirming that you meet the requirements and fall into that category of registration and are entitled to register as such.

  • If registering to become a Registered Signatory, you will provide accurate an up-to-date information about your organisation’s annual turnover in the preceding financial year to determine the category of Fees chargeable for our Services. ​​ 

  • If registering to become a Registered Signatory you will provide contact details of ​​ a ‘senior representative’ at Chief Executive/ Managing Director/ Board Director/ Director level who is responsible for signing the Charter on behalf of the organisation and in doing so confirms that said organisation is publicly committing to uphold the Building a Safer Future Charter’s principles/commitments.

  • You accept that your status as a Registered Signatory is not confirmed until we have received:

    • The relevant fee

    • the copy of the Charter signed by your organisation’s ‘senior representative’ (where applicable).

• Information gathered

  • We will request personal and/or company information and contact details from you in order to provide access to the Learning and Excellence Hub which is a closed community

  • We will collect information and resources such as content and company logos in order to promote the content provided by your organisation

• Content provided by you

  • By agreeing to become an official content partner of the Building a Safer Future Charter Learning and Excellence Hub you are agreeing to upload, provide, share and link to content on an ongoing basis relating to building safety

  • In providing content you agree to do so on a royalty-free basis and there will be no charges made to Building a Safer Future Ltd for the provision of any content to the Learning and Excellence Hub.

  • Any content you upload to our websites will be considered non-confidential and non-proprietary. You retain all of your ownership rights in your content, but you grant to us and other users of our websites a perpetual, worldwide, non-exclusive, royalty-free, transferable licence to use, store, copy, reproduce, distribute, prepare derivative works of, display, and perform that content in all media and make it available to third parties.

  • Whenever you make use of a feature that allows you to upload information to our websites or to make contact with other users of our websites you are responsible for ensuring that all information is true, accurate, genuinely held (where opinions are stated),up to date, and is not misleading, likely to deceive, discriminatory, obscene, offensive, libellous, defamatory, illegal, unlawful, inflammatory, threatening, likely to harass, upset or annoy any person, likely to misrepresent your identity, likely to promote violence, likely to give the impression they emanate from us or infringe or be in breach of any intellectual property rights or applicable law.

  • You warrant that any such contribution to our websites and any interactive services associated with them shall comply with those standards, and you indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage We suffer as a result of your breach of warranty.

  • We will not be responsible, or liable to any third party, for the content or accuracy of any materials posted by you or any other user of our websites. We shall also have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to our websites constitute a violation of their intellectual property rights, or of their right to privacy.

  • We have the right to remove any material or posting you make on our websites, at any time and at our sole discretion, without reason or explanation to you.

  • Building a Safer Future Ltd take no responsibility for the accuracy or relevance of any content uploaded to the Learning and Excellence Hub by its content partners

  • The inclusion of any content on the Learning and Excellence Hub does not represent an endorsement or acceptance of said content by Building a Safer Future Ltd

  • Building a Safer Future Ltd recognises that there will be many other alternative products or companies that can provide similar and perhaps better examples of learning and excellence, which could also be shared on the Hub and at no point does Building a Safer Future Ltd or the Learning and Excellence Hub endorse or encourage the use of any view, opinion, advice, specific product, goods or services over another.

• Reliance on information carried on the Learning and Excellence Hub

  • Commentary and other materials posted on our websites by us, or by third parties, are not intended to amount to advice on which reliance should be placed and you should take legal advice in specific situations. We therefore disclaim all liability and responsibility arising from any reliance placed on such materials by any visitor to our websites, or by anyone who may be informed of any of their contents. Material on our websites may not be a complete statement of the law and may be out of date at any given time or may contain inaccuracies and typographical errors, and we are under no obligation to update such material.

  • The views expressed by other users on our websites do not represent our views or values.