Standard terms and conditions for supply of electronic product services (the ‘SJA electronic product supply terms’)

This agreement applies to any individual who accesses the electronic product (‘the user’).

During the continuance of the agreement into which this document is incorporated (the ‘agreement’), SJA shall supply and the user shall access the product subject to these SJA electronic product supply terms. Definitions in the agreement (which agreement includes any schedule and/or any appendix thereto) shall also apply in these SJA electronic product supply terms. In the event of any conflict between these SJA electronic product supply terms and the terms of the agreement, the terms of the agreement shall take precedence.

1. SJA Supplies, specifications and related prices

The services, the specifications are set out in the agreement and/or its schedules (the ‘schedules’) or appendices (the ‘appendices’). 

2. Use of the electronic product

2.1 By accessing and using the electronic product, the user acknowledges the applicability of the SJA electronic product supply terms.

2.2 Subject to your agreement and continuing compliance with these terms of service and any other St John Ambulance policies, St John Ambulance grants you a non-exclusive, non-transferable, revocable limited license to access and use the electronic product using a valid Facebook account and supported web browser (such as Mozilla Firefox or Microsoft Internet Explorer) or mobile device solely for your own non-commercial entertainment purposes. You agree not to use the service for any other purpose.

2.3 If you do not agree to the terms of this agreement, you should not access the electronic product.

3. Data protection

3.1 Each party undertakes to comply at all times with the Data Protection Act 1998 (the 'DPA') to the extent it processes any personal data or sensitive personal data on behalf of the other. 'Personal data' and 'sensitive personal data' shall have the meanings given in the DPA.

3.1.1 In particular, but without limitation, each party shall:

(a.) only carry out processing of such data in accordance with the other's instructions

(b.)  only disclose it to or allow access to it by those of its employees (or agents or sub-contractors) who are familiar with data protection requirements and whose use of such data relates to their job or function

(c.) assist the other with all subject information requests received from data subjects.

3.1.2. For the avoidance of doubt, neither party (or its agents or sub-contractors) shall acquire any rights in any of the other’s personal data or sensitive personal data and shall only be entitled to process it in accordance with its contractual obligations. On termination of the contract each party (or its agents or sub-contractors) shall immediately cease to use the same and shall arrange for its safe return or destruction as shall be agreed with the other at the relevant time.

3.1.3. Each party agrees to indemnify the other against any actions, costs, liabilities, losses, damages and expenses which the other may suffer or incur as a result of any breach by the former of any of the undertakings given in this Clause 6. 

4. Intellectual Property

4.1. Each party confirms that it owns, or has all necessary rights in the use of, all intellectual property in relation to the services and each acknowledges that such intellectual property shall remain the property of, or the rights in the use of shall remain with, the originating party, unless otherwise agreed in writing between the authorised representatives of SJA and the user.

4.2. Each party agrees to indemnify the other against any actions, costs, liabilities, losses, damages and expenses which the other may suffer or incur as a result of any claim by a third party in relation to ownership or use of any relevant intellectual property, provided by the other party.

5. Force Majeure

Neither party will be liable to the other for any failure or delay or for the consequences of any failure or delay in performance of this agreement if it is due to any event beyond the reasonable control and contemplation of a party to this agreement including, without limitation, acts of God, war, industrial disputes, protests, fire, flood, storm, tempest, explosion, an act of terrorism and national emergencies.

6. Warranties

6.1. SJA warrants to provide services with all the care and skill to be expected of a qualified and competent contractor experienced in undertaking services of the same kind as the services.

6.2. If the services performed are in breach of Clause 9.1, SJA will at its option make good the performance, re-perform the service or refund the user the relevant price, subject to availability and the performance being proved to be deficient to the reasonable satisfaction of SJA. These obligations will not apply where:

6.2.1. the part of the service concerned was based on information supplied by or varied from the normal service at the specific request of the user; or

6.2.2. the user failed to notify SJA of the defect within 14 days of the supply.

7. Liability

7.1 Nothing in this contract excludes or limits or attempts to exclude or limit the liability of either party for death or personal injury caused as a result of its negligence, or for fraudulent misrepresentation; or in respect of the implied warranties contained in the Supply of Goods and Services Act 1982.

7.2 Subject to clause 11.1 SJA will be under no liability to the user whatsoever (whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise) for any damage or direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss) howsoever caused. 

7.3.  Subject to clauses 11.1 and 11.2, SJA's aggregate liability under this agreement (whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise) for any damage or direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss) howsoever caused will be limited to the amount paid for the services concerned.

8. Notices

Any demand notice or communication may be given by hand or sent by first class prepaid post or facsimile and shall be deemed to have been duly served if delivered by hand when left at the address of the other; if given or made by prepaid first class post, 48 hours after being posted (excluding Saturday, Sunday and public holidays); if given or made by facsimile, at the time of transmission, provided that a confirming copy is sent by first class prepaid post to the other party within 24 hours after transmission.

9. Freedom of information

Where the user is a Public Authority as defined in the Freedom of Information Act 2000 ('the FOIA') it agrees to notify SJA immediately if it receives any FOIA request for information regarding SJA or its business, and it agrees to consult with SJA regarding the application of any exemptions under the FOIA in relation to such request. SJA agrees to cooperate with the user in relation to the FOIA.

10. Disputes

In the event of a dispute concerning the goods or services the parties shall use their reasonable endeavours to resolve it as soon as practicable. If they fail to do so within 14 days, the parties shall try to agree on and implement a method of dispute resolution. If they fail to agree such method within 14 days, the parties confirm that the dispute will then become subject to the exclusive jurisdiction of the English courts.

11. Contracts (right of third parties) Act 1999

The parties to the contract incorporating these conditions do not intend that any of its terms will be enforceable by virtue of the contracts (rights of third parties) Act 1999 by any person not a party to it.

12. Assignment

Neither party shall be entitled to assign or transfer any of its rights or obligations without the prior written agreement of the other (which shall not be unreasonably withheld or delayed).

13. Waiver

No failure or delay by a party to exercise any right, power or remedy will operate as a waiver of it nor will any partial exercise preclude any further exercise of the same, or of some other right, power or remedy.

14. Invalidy/severability

If any clause or part of this agreement is found by any court, tribunal, administrative body or authority of competent jurisdiction to be illegal, invalid or unenforceable then that provision will, to the extent required, be severed from this agreement and will be ineffective without, as far as is possible, modifying any other clause or part of this agreement and this will not affect any other provisions of this agreement which will remain in full force and effect.

15. Variation

This agreement may only be varied or amended in writing and signed by the parties specifically referring to this clause and stating that this agreement is varied in the manner specified

16. Entire agreement

These terms and conditions, contain all the terms which the parties have agreed in relation to the subject matter of this supply. Nothing in this clause shall be taken to exclude liability for fraudulent misrepresentation.

17. No partnership

Nothing in this agreement or any arrangement contemplated by it shall constitute either party a partner of the other nor shall the execution, completion and implementation of this agreement confer on any party any power to bind or impose any obligations to any third parties on the other party or to pledge the credit of the other party.

18. Compliance with laws and regulations

Each party shall observe and abide by and shall require its sub-contractors to observe and abide by all laws, regulations and by laws as may apply in relation to the matters contemplated by this agreement.

19. Governing law and jurisdiction

The formation, existence, construction, performance, validity and all aspects whatsoever of the agreement or of any term of the agreement will be governed by the law of England and Wales and subject to Clause 14, the courts of England and Wales shall have exclusive jurisdiction to settle any disputes which may arise out of or in connection with the agreement.

 

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