Terms & Conditions
Terms and Conditions – isomanaged.com web site & alphaZ documents.
This web site is owned and operated by isoassured Ltd. isoassured Limited is a company registered in Scotland - registration No. SC383220, registered address is 5 South Charlotte Street, Edinburgh, EH2 4AN. In addition to these terms which cover isomanaged.com web site and use of alphaZ resources the isoassured terms also apply and are available here : https://www.isoassured.co.uk/terms
isomanaged, alphaZ, aZ and alphaZ documents and are trading names of isoassured Ltd.
1 Overview and Background
1.1 Definitions and Interpretation - In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
"Agreement" means the agreement entered into by isoassured and the Client incorporating these Terms and Conditions (or variation thereof agreed upon by both Parties) which shall govern provision of the Services;
"isoassured" means isoassured Limited
"aZ Documents or Files" means all files supplied as part of the alphaZ documents package including all files that can be downloaded on this web site.
"Client" means the party procuring the Services from isoassured who shall be identified in the Agreement;
"Confidential Information" means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with the Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such);
"Fees" means any and all sums due under the Agreement from the Client to isoassured, as specified in the Agreement;
"Intellectual Property Rights" means (a) any and all rights in any trade marks, service marks, registered designs, business and company names, internet domain names and e-mail addresses, unregistered trade marks, copyrights, know-how;
"Services" means the services to be provided by isoassured to the Client in accordance with Clause 2 of these terms
"website" means this web site – isomanaged.com
"Subscription" means having a valid user account which allows files to the downloaded from the website
1.2 Unless the context otherwise requires, each reference in these Terms and Conditions to:
1.2.1 "writing", and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;
1.2.2 "these Terms and Conditions" is a reference to these Terms and Conditions as amended or supplemented at the relevant time;
1.2.3 a "Party" or the "Parties" refer to the parties to the Agreement.
1.3 The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.
1.4 Words imparting the singular number shall include the plural and vice versa. References to any gender shall include the other gender. References to persons shall include corporations.
2 Provision of Services
isoassured shall be responsible for ensuring that it complies with all statutes, regulations, byelaws, standards, codes of conduct and any other rules relevant to the provision of the Services. isoassured shall use all reasonable endeavours to accommodate any reasonable changes in the Services that may be requested by the Client, subject to the Client's acceptance of any related reasonable increase in the Fees that may be due as a result of such changes. Unless otherwise agreed in writing all isoassured services will be governed by these Terms & Conditions.
2.1 Supply and use of Document Templates
Subject to having a valid and active subscription, download pass or upon purchase of an individual document product the client shall be granted a non-exclusive perpetual licence to use any files downloaded from the website or supplied otherwise that are part of aZ Documents. Files can be edited, copied and modified for own personal or client business use. Business use can only be made by the client or business making the purchase and named in the purchase transaction. Once purchased there is no refund for any products, downloads or subscriptions purchased.
Restrictions
The following restrictions apply to the use of all files;
- No resale or transfer - Files can not be sold, transferred or distributed to any third parties (unless files are being use as part of client business operations)
- Files can not be repackaged and offered as document templates in any form
- Files cannot be shared or posted online.
- Removal of alphaZ logos - The documents can be edited and used freely - there is no requirement to retain the 'alphaZ' logo or #alphaZ documents# text in the header but the document properties must not be altered; author must be left as 'isoassured' and comments text must be left unaltered with © isoassured.
2.2 Supply of Remote support and Consultancy
The alphaZ documents package can be provided as a resource to isoassured approved consultants and isoassured clients. Clients can use files supplied to them for their own organisation and for the purpose intended but any resources provided cannot be shared freely or sold to any 3rd parties or used out with the purpose intended.
Consultants can use isoassured resources freely with clients as part of their consultancy service. alphaZ control - any system setup or installation supplied to the client becomes the full responsibility of the client from the moment of supply and isoassured take no responsibility for the ongoing support, maintenance update or operation of such systems or for any information stored or processed by the system. isoassured will not maintain any access to the supplied system and we do not provide any support for supplied systems.
2.3 Use of aZ Documents by Consultants
Consultants can use alphaZ resources with their own private clients who are not active subscribers subject to the following conditions;
i) Notification must be given to isoassured of name & address of client who they wish to supply the resources
ii) isoassured reserves the right to refuse the use of resources
If any consultants are advised that they are no longer permitted to continue using the resources they will no longer be allowed to use any files for any purpose related to the provision of their own private consultancy service unless each client purchases the files direct from isoassured.
2.4 Use of isomanaged.com web site
A valid user account is required to download files from this website and each account is assigned unique login details made up of a username and password. Login details must not be shared and can only be used by the account creator. IP address is logged with every account login and if multiple or excessive number of IP addresses or download activity is detected with a particular user account it may be suspended if it is suspected that the account has been shared or compromised. Account may be permanently suspended and no refund offered if established or suspected that the account has deliberately been shared. Knowledge base - the information provided in the knowledge base is for guidance only and we take no responsibility for any use or following of this guidance information. We do not provide competent health and safety advice.
3. Intellectual Property
Intellectual Property - isoassured shall retain the ownership of any and all Intellectual Property Rights associated with the files and that may subsist in anything produced by isoassured in the course of providing the Services. Throughout the Term of the Agreement, isoassured shall be deemed to automatically grant a royalty-free, exclusive licence of any and all such rights to the Client to use the same in accordance with the terms of the Agreement and the Services. All files and documents are copyrighted by isoassured and their use must be in compliance with these terms.
4. Client's Obligations
4.1 The Client shall use all reasonable endeavours to provide all pertinent information to isoassured that is necessary for the provision of the Services.
4.2 The Client may, from time to time, issue reasonable instructions to isoassured in relation to the provision of the Services. Any such instructions should be compatible with the specification of the Services provided in the Agreement.
4.3 In the event that isoassured requires the decision, approval, consent or any other communication from the Client in order to continue with the provision of the Services or any part thereof at any time, the Client shall provide the same in a reasonable and timely manner.
4.4 If any consents, licences or other permissions are needed from any third parties it shall be the Client's responsibility to obtain the same in advance of the provision of the Services (or the relevant part thereof).
4.5 Any delay in the provision of the Services resulting from the Client's failure or delay in complying with any of the provisions of Clause 4.1 of the Agreement shall not be the responsibility or fault of isoassured.
5. Fees, Payment and Records
5.1 The Client shall pay the Fees to isoassured in accordance with the provisions of the Agreement.
5.2 isoassured shall invoice the Client for Fees due in accordance with the provisions of the Agreement.
5.3 All payments required to be made pursuant to the Agreement by either Party shall be made by the due date as stated on the relevant invoice.
5.4 Any sums which remain unpaid following the expiry of the period set out in sub-Clause 5.3 of the Agreement shall incur interest on a daily basis at 8% above the Bank of England base rate until payment is made in full of any such outstanding sums.
5.5 Site monthly subscription - each subscription will have an agreed minimum term with payment collected by direct debit. If the direct debit is cancelled before the minimum term and all associated payments payments have been collected the outstanding amount will be invoiced in full plus any additional collection or administration costs.
6. Liability, Indemnity and Insurance
6.1 isoassured accepts no liability for any loss to Client business as a result of the Client's interpretation of any consultancy advice or guidance provided. isoassured will not be liable for any: Loss of business; Loss of profit; Depletion of goodwill and / or similar losses; Loss of contract; Loss of information, data or files; Any indirect, consequential or economic loss, costs, damages, charges or expenses. isoassured's total liability shall be limited to the services fee.
6.2 isoassured shall ensure that it has in place at all times suitable and valid insurance that shall include public liability insurance.
6.3 In the event that isoassured fails to perform the Services with reasonable care and skill it shall carry out any and all necessary remedial action at no additional cost to the Client.
6.4 isoassured shall not be liable for any loss or damage suffered by the Client that results from the Client's failure to follow any instructions given by isoassured.
6.5 Nothing in these Terms and Conditions nor in the Agreement shall limit or exclude isoassured's liability for death or personal injury.
6.6 The Client shall indemnify isoassured against any costs, liability, damages, loss, claims or proceedings arising from loss or damage to any equipment (including that belonging to any third parties appointed by isoassured) caused by the Client or its agents or employees.
6.7 Neither Party shall be liable to the other or be deemed to be in breach of the Agreement by reason of any delay in performing, or any failure to perform, any of that Party's obligations if the delay or failure is due to any cause beyond that Party's reasonable control.
8. Confidentiality
Confidentiality restrictions shall not apply to any information in the public domain.
8.1 Each Party shall undertake that, except as provided by sub-Clause 8.2 or as authorised in writing by the other Party, it shall, at all times during the continuance of the Agreement and for 10 years after its termination:
8.1.1 keep confidential all Confidential Information;
8.1.2 not disclose any Confidential Information to any other party;
8.1.3 not use any Confidential Information for any purpose other than as contemplated by and subject to the terms of the Agreement;
8.1.4 not make any copies of, record in any way or part with possession of any Confidential Information; and
8.1.5 ensure that none of its directors, officers, employees, agents, sub-contractors or advisers does any act which, if done by that Party, would be a breach of the provisions of sub-Clauses 8.1.1 to 8.1.4 of the Agreement.
8.2 isoassured shall keep confidential all information relating to your business and shall not disclose that information to any third party but acknowledge that either Party may:
8.2.1 disclose any Confidential Information to:
8.2.1.1 any sub-contractor or supplier of that Party;
8.2.1.2 any governmental or other authority or regulatory body; or
8.2.1.3 any employee or officer of that Party or of any of the aforementioned persons, parties or bodies;
to such extent only as is necessary for the purposes contemplated by the Agreement (including, but not limited to, the provision of the Services), or as required by law. In each case that Party shall first inform the person, party or body in question that the Confidential Information is confidential and (except where the disclosure is to any such body under sub-Clause 8.2.1.2 or any employee or officer of any such body) obtaining and submitting to the other Party a written confidentiality undertaking from the party in question. Such undertaking should be as nearly as practicable in the terms of Clause 8 of the Agreement, to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made; and
8.2.2 use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is at the date of the Agreement, or at any time after that date becomes, public knowledge through no fault of that Party. In making such use or disclosure, that Party must not disclose any part of the Confidential Information that is not public knowledge.
8.3 The provisions of Clause 8 of the Agreement shall continue in force in accordance with their terms, notwithstanding the termination of the Agreement for any reason.
9. Force Majeure
9.1 No Party to the Agreement shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.
9.2 In the event that a Party to the Agreement cannot perform their obligations hereunder as a result of force majeure for a continuous period to be defined in the Agreement, the other Party may at its discretion terminate the Agreement by written notice at the end of that period. In the event of such termination, the Parties shall agree upon a fair and reasonable payment for all Services provided up to the date of termination. Such payment shall take into account any prior contractual commitments entered into in reliance on the performance of the Agreement.
10. Complaints
10.1 Complaints about our service - any issues should be reported to isoassured office and will be subject to a formal review and investigation.
11. Assignation and Sub-Contracting
isoassured shall be entitled to perform any of the obligations undertaken by it through any other member of its group or through suitably qualified and approved sub-contractors. Any act or omission of such other member or sub-contractor shall, for the purposes of the Agreement, be deemed to be an act or omission of isoassured.
12. Law and Jurisdiction
12.1 The Agreement and these Terms and Conditions (including any non-contractual matters and obligations arising there from or associated therewith) shall be governed by, and construed in accordance with Scottish law and both parties prorogate the non-exclusive jurisdiction of the Scottish courts.
