SUBSCRIPTION STANDARD TERMS
Last updated: April 2022
Please read this Agreement carefully. By accessing the Hantec Systems LIMITED Document Portal (the “Portal”), you accept and agree to these Standard Terms. If you do not agree to these Standard Terms you should not proceed with payment and access to the Portal.
These Standard Terms constitute the entire agreement between You and Hantec Systems Limited relating to your Subscription and it supersedes all previous communications, representations and arrangements, either written or oral. These Standard Terms cannot be varied or replaced by terms and conditions in purchase orders or similar documents. Where any purchase order or similar documents not provided by Hantec Systems but relating to the Subscription, Portal or Products contain terms and conditions conflicting with these Standard Terms, these Standard Terms shall prevail.
1.1 “Hantec”, “We” or “Us” means Hantec Systems Limited; “our” should be interpreted accordingly.
1.2 “You” or “Subscriber” means the purchaser of the access and subscription to the Portal; “your” should be interpreted accordingly.
1.3 “Authorised Users” means your employees who are authorised to access the Portal under these Standard Terms. You are responsible for any breaches of these Standard Terms by your Authorised Users.
1.4 “Subscription” means your access and use of the Portal and Products under these Standard Terms.
1.5 “Product” means any and all documents made available to You by Hantec on the Portal.
2.1 The Subscription shall start on date upon which payment for access to the Portal is received by Hantec and shall continue for one (1) calendar year from that date (“Initial Term”). Following expiry of the Initial Term, the Subscription shall renew automatically for further successive renewal periods of one (1) calendar year each (each calendar year is a “Renewal Term”) unless notice of termination is given by one party to the other before the expiry of the Initial Term or the applicable Renewal Term.
2.2 Renewal Term Fees. One (1) month before expiry of the Initial Term or current Renewal Term, Hantec will send You a notification of renewal with details of the fees payable for the forthcoming Renewal Term. Unless notice of termination is received from You before expiry of the Initial Term or current Renewal Term, on the first day of the new Renewal Term Hantec will process payment for the new Renewal Term using the payment details provided by You previously. For the avoidance of doubt, the Renewal Term will not commence unless and until payment is received; if the payment card is declined, We will contact You for new payment card details.
3 Authorised Users
3.1 The Subscriber shall ensure that each Authorised User is aware of and complies with these Standard Terms.
3.2 Hantec shall provide each Authorised User with a unique username and password to access the Portal. Authorised Users may not share their registered password or give access to the Portal or Products to any other person. Hantec may cancel or suspend any Authorised User’s access to the Portal or Products without any further obligation to the Subscriber if that Authorised User breaches this clause 3.2.
3.3 The Subscriber shall at all times ensure that its Authorised Users are current employees of the Subscriber or a group company of the Subscriber. Whenever an individual who is an Authorised User leaves the Subscriber’s employment, the Subscriber shall promptly inform Hantec, so that Hantec can disable the login access of such individual.
3.4 If the Subscriber wishes additional or substitute Authorised User(s) to have access to the Portal and Products, the Subscriber shall provide Hantec with:
(a) the names and business email addresses of such additional or substitute Authorised User(s); and
(b) the details of any Authorised User(s) whose access to the Portal and Products is to be terminated;
and the Subscriber shall pay any applicable additional fee in respect of any additional Authorised Users. No additional fee is payable for substitute Authorised Users. Hantec shall provide a username and password for each new Authorised User.
4.1 Hantec and its licensors shall retain ownership of all intellectual property rights in the Products. No intellectual property rights in the Products are transferred to You or your Authorised Users and nothing in these Standard Terms is intended to assign or transfer any title or interest (including legal or equitable) in the Products and their intellectual property rights to You or your Authorised Users] You shall notify Hantec immediately if You become aware of any unauthorised use of the whole or any part of our or our licensor’s intellectual property rights.
4.2 We hereby grant You a non-exclusive, non-transferable, revocable licence to use the Products in accordance with these Standard Terms. The Products are for your personal use and use in the ordinary course of your business. You are not permitted to use the Products for commercial exploitation or for use in a competing product or service (e.g. You may not sell the Products to third parties as a substitute for such third parties subscribing to the Portal). We warrant to You that: (a) We have the right to grant the foregoing licence and that the Products are our sole original work, except for any third party works included in them by Us with permission from our licensors.
4.3 From time to time, Hantec will provide updates to the Products such as amendments to existing content to reflect any regulatory or legal changes, provision of new content or removal of content which is no longer compliant due to regulatory or legal changes. Hantec will notify You of any updates via email; it is your responsibility to check and read these emails. For the avoidance of doubt, these update notification emails form an essential part of the Subscription service and are not marketing emails. Hantec may, at its discretion change, remove, suspend or discontinue any aspect of the Product at any time, including the availability of any content in the Products.
4.4 You may request for updates or additional content by contacting Hantec. If Hantec agrees to provide such updates or additional content it will form part of the Product made available on the Portal to all subscribers. If You want a bespoke update or content that is not to be a Product made available to all other subscribers, please contact Hantec to discuss consultancy services which do not form part of the Subscription and are not governed by these Standard Terms.
4.5 No advice. Whilst the Products are ISO and regulatory compliant, the Subscription and Products should not be considered a substitute for advisory or consultancy services. ISO certification is not guaranteed under the Subscription alone. If You require bespoke advice or compliance checks, please contact Hantec at [email protected] to discuss remote audit services or full consultancy services, which are not included in your Subscription and not governed by these Standard Terms.
4.6 Hantec disclaims any and all liability resulting from misuse of the Product, which includes making edits, changes or deletions to the Products in part or whole.
5.2 Hantec shall hold the Subscriber’s and Authorised Users’ personal data for the purposes of providing access to the Portal and Products in accordance with the Subscription.
5.3 Subscriber must provide Hantec with complete and accurate information in relation to your Subscription and Authorised Users. It is your responsibility to inform Hantec of any changes to this information during the term of the Subscription. Hantec is entitled to rely on the information which You provide to Us.
5.4 By submitting your subscription details to Hantec, You are making an application to purchase a Subscription. Hantec reserves the right to reject your application for any reason.
6.1 Payment must be made at the time You submit your online application to access the Portal. The Subscription will not commence until payment is received by Hantec.
6.2 The fees are exclusive of amounts in respect of any applicable value added tax (“VAT”) and/or sales tax.
6.3 Hantec may increase the applicable fees for any Renewal Term. The amount of such increased fees will be notified to You in accordance with clause 2.2.
7.1 You shall have no right to cancel your Subscription or any part of it until the end of the then current term. If You notify Us of your intention to cancel, such notice shall therefore only take effect at the end of the then current term, and You shall not be entitled to a refund.
7.2 Hantec may suspend or terminate your Subscription without further obligation to You if You breach these Standard Terms.
8 Force Majeure
8.1 Hantec shall not be liable if We are prevented, hindered or delayed in providing access to the Portal or Products to You due to any cause beyond our reasonable control. In such circumstances, Hantec may suspend Your or Authorised Users’ access to the Product.
8.2 Hantec undertakes however to make reasonable endeavours to overcome any difficulties so occasioned but reserves the right to cancel, suspend or vary our obligations in these circumstances.
9.1 The Subscriber shall indemnify Hantec from and against all liabilities, costs, expenses, damages and losses arising out of or in connection with a third-party claim arising as a result of any unauthorized use of the Portal or Products by the Subscriber or any Authorised User.
9.2 Upon receipt of notice of a claim, action or proceeding in respect of which indemnity may be sought under clause 9.1, Hantec shall promptly notify the Subscriber in writing and shall not settle any such claim, action or proceeding without the Subscriber’s written consent, which shall not be unreasonably withheld. The Subscriber shall at its own expense assume and control the defence of any litigation or proceeding in respect of which indemnity is sought. Hantec shall provide the Subscriber with such assistance (at the Subscriber’s cost) as the Subscriber may reasonably require.
10 Limitation of liability
10.1 Without prejudice to the remaining provisions of this clause 10 You agree that your use of the Portal and any Product is at your sole risk and acknowledge that each Product is provided “as is” and “as available”. Hantec makes no representations or warranties and, to the fullest extent allowed by law, excludes all implied warranties (including, but not limited to, warranties of satisfactory quality, title and fitness for a particular purpose) regarding the Portal and Products and the Subscriber’s use of the Portal and Products.
10.2 Nothing in this Agreement shall exclude or limit either party’s liability for fraud or intentional unlawful conduct, or death or personal injury resulting from its negligence.
10.3 Neither party shall be liable to the other party for any incidental, punitive, indirect, special or consequential damage, loss or expense, including but not limited to any loss of business, contracts, revenue, or profits, any business interruption, security breach, loss of data, loss of goodwill or reputation or other pecuniary loss suffered by the other party, or any losses arising from any viruses, worms, “Trojan horses” or similar programs.
10.4 Without prejudice to the limitation of liability provisions above, if You incur any loss, damage or expense arising out of your authorised use of any Content or Product, You agree that Hantec’s liability to You under these Standard Terms shall be limited to the fees for then current Renewal Term in which the claim arose, or in the case of claims during the Initial Term, the fees paid for the Initial Term.
11.1 Neither the Subscriber nor any Authorised Users may license, assign or transfer any of your rights under this Agreement. Hantec may assign or transfer any of our rights or obligations under it to any third party merging with or purchasing Hantec business and assets.
11.2 If any provision of these Standard Terms is found to be invalid by any court having competent jurisdiction, the invalidity of that provision will not affect the validity of the remaining provisions of these Standard Terms, which shall remain in full force and effect.
11.3 These Standard Terms may not be enforced under the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to these Standard Terms.
11.4 Variation. We reserve the right to change these Standard Terms at any time. Updated versions of these Standard Terms will appear on the Hantec website and are effective immediately. You are responsible for regularly reviewing the Standard Terms. Continued use of the Portal after any such changes constitutes your consent to such changes.
12 Choice of Law and Jurisdiction
This Agreement 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 laws of England and Wales and the Parties agree to submit to the exclusive jurisdiction of the English courts in respect of any dispute which may arise in relation to it whether in contract, tort or otherwise.