Your attention is particularly drawn to the provisions of clause 13 (Limitation of liability).

1.

About Us

1.1

Company details. University of Hull (we and us) is an institution formed under Royal Charter (Royal Charter number RC000654) and our main office is at University of Hull, Cottingham Road, Hull, HU6 7RX. Our VAT number is 290 3168 07. We operate the website equip-tool.co.uk.

1.2

Contacting us. To contact us, email us at equip@hull.ac.uk . How to give us formal notice of any matter under the Contract is set out in clause 16.2.

1.3

Our regulator. We are regulated by The Office for Students (OfS).

1.4

Professional indemnity insurance. We maintain professional liability insurance.

2.

Our contract with you

2.1

Our contract. These terms and conditions (Terms) apply to the order by you and supply of Services by us to you (Contract). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.2

Entire agreement. The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.

2.3

Language. These Terms and the Contract are made only in the English language.

3.

Placing an order and its acceptance

3.1

Placing your order.Please follow the onscreen prompts to place your order. You may only submit an order using the method set out on the site. Each order is an offer by you to buy the services specified in the order (Services) subject to these Terms.

3.2

Correcting input errors. Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order is complete and accurate.

3.3

Acknowledging receipt of your order. After you place your order, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in clause 3.4

3.4

Accepting your order. Our acceptance of your order takes place when we send an email to you to accept it (Order Confirmation), at which point and on which date (Commencement Date) the Contract between you and us will come into existence. The Contract will relate only to those Services confirmed in the Order Confirmation.

3.5

If we cannot accept your order. If we are unable to supply you with the Services for any reason and you have already paid for the Services, we will refund you the full amount.

4.

Our services

4.1

Descriptions and illustrations.Any descriptions or illustrations on our site are published for the sole purpose of giving an approximate idea of the services described in them. They will not form part of the Contract or have any contractual force.

4.2

Compliance with specification. Subject to our right to amend the specification (see clause 5.3 ) we will supply the Services to you in accordance with the specification for the Services appearing on our website/app/platform at the date of your order in all material respects.

4.3

Changes to specification. We reserve the right to amend the specification of the Services if required by any applicable statutory or regulatory requirement or if the amendment will not materially affect the nature or quality of the Services.

4.4

Reasonable care and skill. We warrant to you that the Services will be provided using reasonable care and skill.

4.5

Time for performance. We will use all reasonable endeavours to meet any performance dates specified in the Order Confirmation, but any such dates are estimates only and failure to perform the Services by such dates will not give you the right to terminate the Contract.

5.

Your obligations

5.1

It is your responsibility to ensure that:

  (a)

the terms of your order are complete and accurate;

  (b)

you cooperate with us in all matters relating to the Services;

  (c)

you provide us, our employees, agents, consultants and subcontractors, with access to your employees and encourage positive engagement by them in the Services as we may reasonably require;

  (d)

you provide us with such information, data and materials we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;

  (e)

you obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start; and

  (f)

you comply with all applicable laws.

5.2

If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in clause 6.1 (Your Default):

  (a)

we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services. In certain circumstances Your Default may entitle us to terminate the Contract under clause 13 (Termination);

  (b)

we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services; and

  (c)

it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.

6.

Charges

6.1

In consideration of us providing the Services you must pay our charges (Charges) in accordance with this clause 7 .

6.2

The Charges are the prices quoted in our price list at the time you submit your order.

6.3

If you wish to change the scope of the Services after we accept your order, and we agree to such change, we will modify the Charges accordingly.

6.4

We use our reasonable efforts to ensure that the prices stated for the Services are correct at the time when the relevant information was entered into the system. However, please see clause 7.7 for what happens if we discover an error in the price of the Services you ordered.

6.5

Our Charges may change from time to time, but changes will not affect any order you have already placed.

6.6

Our Charges are exclusive of VAT. Where VAT is payable in respect of some or all of the Services you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Charges.

6.7

It is always possible that, despite our reasonable efforts, some of the Services on our site may be incorrectly priced. Where the correct price for the Services is less than the price stated on our site, we will charge the lower amount and if the correct price for the Services is higher than the price stated on our site, we will contact you as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Services at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. However, if we mistakenly accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Services and refund you any sums you have paid.

7.

How to pay

7.1

Payment for the Services is annual, in advance. We will take your payment upon acceptance of your order in advance.

7.2

You can pay for annual access to the Services using a debit card or credit card.

8.

Intellectual property rights

8.1

All intellectual property rights in or arising out of or in connection with the Services will be owned by us.

8.2

We agree to grant you a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence to use the deliverables specified in your order for the purpose of receiving and using the Services and such deliverables in your business. You may not sub-license, assign or otherwise transfer the rights granted in this clause 9.2

8.3

We will be permitted to use data provided by you or your employees for the conduct of the Services in an anonymised form to inform our work, research and future services.

9.

How we may use your personal data

9.1

We will use any personal information concerning your employees that you provide to us for the duration of the Services to:

  (a)

provide the Services;

  (b)

process your payment for the Services; and

  (c)

contact your employees who may wish to partake in the Services and invite them to participate.

9.2

Both parties will comply with all applicable requirements of the UK Data Protection Legislation. This clause 10 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the UK Data Protection Legislation.

9.3

The parties acknowledge that for the purposes of the UK Data Protection Legislation, you the Controller and we are the Processor of the personal data you provide to us (Transferred Data) but we will Controller of any personal data we collect directly from your employees and will not be bound by the subsequent clauses in this clause 10 . Clause 10.1 sets out the scope, nature and purpose of processing of the Transferred Data by us, the duration of the processing and the types of Personal Data and categories of Data Subject.

9.4

You will ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of the Transferred Data to us for the duration and purposes of this Contract.

9.5

We shall, in relation to any Transferred Data:

  (a)

process that Transferred Data only on your documented written instructions unless the we are required by UK Data Protection Legislation to otherwise process that Transferred Data. Where we are relying on UK Data Protection Legislation as the basis for processing Personal Data, we shall promptly notify you of this before performing the processing required by the UK Data Protection Legislation unless it prohibits us from so doing;

  (b)

ensure that we have in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of Transferred Data from and against accidental loss or destruction of, or damage to, Transferred 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;

  (c)

ensure that our personnel who have access to and/or process Transferred Data are obliged to keep the Personal Data confidential;

  (d)

not transfer any Personal Data outside of the European Economic Area unless your prior written consent has been obtained;

  (e)

assist you, at your cost, in responding to any request from a Data Subject in relation to the Transferred Data and in ensuring compliance with its obligations under the UK Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators for the Transferred Data;

  (f)

notify you without undue delay on becoming aware of a personal data breach of the Transferred Data;

  (g)

at your written direction, delete or return Transferred Data and copies thereof on termination of the Contract unless required by UK Data Protection Legislation to store the Transferred Data (for the avoidance of doubt) this does not include personal information has separately and independently been collected by us); and

  (h)

maintain complete and accurate records and information to demonstrate its compliance with this clause.

9.6

You not consent to us appointing any third party processor of Transferred Data under this Contract unless such third party is our authorised sub-contractor.

10.

Limitation of liability: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.

10.1

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 section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

10.2

Subject to clause 11.1 , we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:

  (a)

loss of profits;

  (b)

loss of sales or business;

  (c)

loss of agreements or contracts;

  (d)

loss of anticipated savings;

  (e)

loss of or damage to goodwill; and

  (f)

any indirect or consequential loss.

10.3

Subject to clause 11.1 , our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to a value equal to 2x the total Charges paid under the Contract.

10.4

We have given commitments as to compliance of the Services with the relevant specification in clause 5.2 . In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

10.5

Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of the event having occurred and shall expire 3 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

10.6

Nothing in these Terms limits or affects the exclusions and limitations set out in our site terms of use from time to time in force

10.7

This clause 11 will survive termination of the Contract.

11.

Confidentiality

11.1

We each undertake that we will not at any time during the Contract, and for a period of five years after termination of the Contract, disclose to any person any confidential information concerning one another's business, affairs, customers, clients or suppliers, except as permitted by clause 12.2

11.2

We each may disclose the other's confidential information:

  (a)

to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 12 ; and

  (b)

as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

11.3

Each of us may only use the other's confidential information for the purpose of fulfilling our respective obligations under the Contract.

12.

Termination, consequences of termination and survival

12.1

Termination.Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Contract with immediate effect by giving written notice to you if:

  (a)

you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 14 days of you being notified in writing to do so;

  (b)

you fail to pay any amount due under the Contract on the due date for payment;

  (c)

you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your 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 your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

  (d)

you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or

  (e)

your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.

12.2

Consequences of termination

  (a)

On termination of the Contract access to the tool used in our Services will automatically cease.

  (b)

Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.

12.3

Survival.Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.

13

Events outside our control.

13.1

We will not be liable or responsible for any failure to perform, or delay in performance of,any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).

13.2

If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:

  (a)

we will contact you as soon as reasonably possible to notify you; and

  (b)

our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.

13.3

You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please contact us. If you opt to cancel we will refund the price you have paid, less the charges reasonably and actually incurred us by in performing the Services up to the date of the occurrence of the Event Outside Our Control.

14

Non-solicitation

You must not attempt to procure services that are competitive with the Services from any of our employees or consultants, whether as an employee or on a freelance basis, during the period that we are providing the Services to you and for a period of six months following termination of the Contract.

15

Communications between us

15.1

When we refer to "in writing" in these Terms, this includes email.

15.2

Any notice or other communication given under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.

15.3

A notice or other communication is deemed to have been received:

  (a)

if delivered personally, on signature of a delivery receipt;

  (b)

if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or

  (c)

if sent by email, at 9.00 am the next working day after transmission.

15.4

In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.

15.5

The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.

16

General

16.1

Assignment and transfer

  (a)

We may assign or transfer our rights and obligations under the Contract to another entity.

  (b)

You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.

16.2

Variation.Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).

16.3

Waiver.If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.

16.4

Severance.Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

16.5

Third party rights.The Contract is between you and us. No other person has any rights to enforce any of its terms.

16.6

Governing law and jurisdiction.The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.