Terms of Service

• “Order Form” means the quotation, order confirmation, proposal or online checkout page accepted by the Customer, which identifies the Modules, Plan, number of Users, Sites, Subscription Term and Fees.
• “Modules” means the SafetyPro products subscribed to, which may include SafetyPro Digital Logbook, SafetyPro Construction Site, SafetyPro Ticketing and SafetyPro OHS.
• “Plan” means the service tier (Basic, Pro or Enterprise) selected in the Order Form.
• “User” means an individual authorised by the Customer to access the Service under the Customer’s account, including employees, contractors and subcontractors.
• “Customer Data” means all data, content, documents, photographs, records and other materials submitted to or generated in the Service by or on behalf of the Customer or its Users.
• “Subscription Term” means the initial term and any renewal terms as set out in clause 10.
• “Documentation” means the user guides, help articles and product descriptions made available by us for the Service.
• “Agreement” means these Terms together with the applicable Order Form, the Data Processing Agreement and the Privacy Policy.

2.1 The Agreement is formed when the Customer accepts an Order Form or first accesses the Service, whichever is earlier.

2.2 These Terms apply to the exclusion of any terms and conditions the Customer seeks to impose or incorporate, including any terms printed on or referred to in a purchase order, vendor portal, supplier questionnaire or other Customer document. No such terms form part of the Agreement, and our failure to object to them does not constitute acceptance.

2.3 In the event of conflict, the following order of precedence applies: (a) the Order Form; (b) the Data Processing Agreement; (c) these Terms.

2.4 Any variation to these Terms is binding only if agreed in writing and signed by an authorised representative of Pandai Tech.

3.1 Subject to the Customer’s compliance with the Agreement and payment of the Fees, we grant the Customer a non-exclusive, non-transferable, non-sublicensable right for the Subscription Term to access and use the Modules identified in the Order Form, for the Customer’s internal business purposes, up to the User, Site and usage limits stated in the Order Form.

3.2 The Service is provided on a software-as-a-service basis. We retain all right, title and interest in and to the Service, the underlying software, its source code, design, structure and all related intellectual property. No source code is delivered, licensed or placed in escrow, and nothing in the Agreement transfers ownership of any intellectual property to the Customer.

3.3 We may engage subcontractors and third-party service providers (including hosting and infrastructure providers) in the provision of the Service. We remain responsible for their performance under the Agreement.

3.4 The Service is delivered as a standard product. Feature requests, configurations and integrations that are not part of the subscribed Modules are chargeable professional services and require a separate written order.

4.1 Where a free trial is agreed, the Service is made available for the agreed trial period at no charge, solely for evaluation purposes.

4.2 Trials are provided “as is”, without any warranty, support commitment, availability commitment or liability on our part, to the maximum extent permitted by law.

4.3 At the end of the trial period, the Customer’s access will end unless a paid subscription is entered into. Data entered during a trial may be deleted within thirty (30) days after the trial ends unless a paid subscription commences.

5.1 The Customer is responsible for all activity carried out under its account, including the acts and omissions of its Users, and for ensuring that its Users comply with the Agreement.

5.2 User credentials are personal and must not be shared. Each named User licence may be used by one individual only. The Customer must notify us without undue delay of any suspected unauthorised access to the account.

5.3 If the Customer’s actual usage exceeds the limits set out in the Order Form (for example the number of Users or Sites), we may invoice the excess at our then-current list rates, prorated for the remainder of the Subscription Term.

5.4 The Customer must ensure that it has a lawful basis and, where required, has obtained all necessary consents and provided all necessary notices to its own employees, contractors and other data subjects for the processing carried out through the Service — including, where the Customer enables it, the collection of precise location data through the mobile application.

6.1 The Customer must not, and must not permit any third party to:

• (a) use the Service in breach of any applicable law or regulation;
• (b) upload or transmit malicious code, or any content that is unlawful, infringing or harmful;
• (c) reverse engineer, decompile, disassemble or otherwise attempt to derive the source code of the Service, except to the extent this restriction is prohibited by applicable law;
• (d) copy, resell, sublicense, rent, lease or provide the Service to any third party, or use it to operate a service bureau or on behalf of any party other than the Customer’s own group;
• (e) circumvent or attempt to circumvent any usage limits, access controls or security measures;
• (f) use automated means to access the Service in a manner that adversely affects its performance or availability, or use the Service to build a competing product; or
• (g) submit to the Service any special category personal data, payment card data or other highly sensitive data beyond what the Service is designed to process, without our prior written agreement.

6.2 We may suspend access to the Service, in whole or in part, with immediate effect where we reasonably consider that continued access poses a security risk, breaches clause 6.1, is required by law, or where an undisputed invoice remains unpaid more than thirty (30) days after its due date. Where practicable, we will give prior notice and will restore access promptly once the cause is resolved. Suspension does not relieve the Customer of its payment obligations.

7.1 As between the parties, the Customer owns all Customer Data and retains all intellectual property rights in it.

7.2 The Customer grants us a non-exclusive licence to host, store, process, transmit, display and otherwise use Customer Data solely as necessary to provide, secure, maintain and support the Service, and to comply with applicable law.

7.3 The Customer is responsible for the accuracy, quality and legality of Customer Data and for the means by which it was acquired.

7.4 Data export. During the Subscription Term, the Customer may export Customer Data using the export functionality available in the Service. For a period of thirty (30) (Basic and Pro) or sixty (60) (Enterprise) days after termination or expiry, we will, on written request, make Customer Data available for export in a commonly used machine-readable format. After that period, we may delete Customer Data from our production systems, with residual copies in backups deleted in accordance with our backup rotation cycle.

7.5 Aggregated data. We may generate and use anonymised, aggregated statistical data derived from the operation of the Service (which does not identify the Customer, any User or any individual) to operate, improve and benchmark the Service.

8.1 Where we process personal data on behalf of the Customer in the course of providing the Service, the Customer acts as controller and Pandai Tech acts as processor. Such processing is governed by our Data Processing Agreement, which forms part of the Agreement and is available on request at the address given in clause 22.

8.2 Our processing of personal data as a controller (for example, of website visitors and account contacts) is described in our privacy policy.

8.3 The Customer authorises the use of the sub-processors listed in the Data Processing Agreement. We will give notice of new sub-processors in accordance with that agreement.

9.1 The Customer shall pay the Fees set out in the Order Form. Unless the Order Form states otherwise, Fees are payable monthly in advance.

9.2 Unless otherwise stated, Fees are exclusive of VAT and any other applicable taxes, duties or withholdings, which the Customer shall pay in addition at the applicable rate. Where the Customer is required by law to withhold any amount, the Customer shall gross up the payment so that we receive the full invoiced amount.

9.3 Invoices are payable within fourteen (14) days of the invoice date, without set-off, counterclaim or deduction. Payment obligations are non-cancellable and Fees paid are non-refundable, except as expressly stated in the Agreement.

9.4 We may charge interest on overdue amounts at 4% per annum above the Bank of England base rate, accruing daily from the due date until payment, together with our reasonable costs of recovery.

9.5 Price changes. We may adjust the Fees with effect from the start of any renewal term, on at least sixty (60) days’ prior written notice. If the increase exceeds 10% of the previous term’s Fees, the Customer may terminate with effect from the end of the then-current term by giving written notice within thirty (30) days of our notice.

9.6 Fees are based on the subscription as ordered and are not reduced by non-use of the Service or by a reduction in the number of active Users during a Subscription Term.

10.1 Initial term. The Subscription Term begins on the start date stated in the Order Form and continues for the initial period stated there. If no initial period is stated, the initial term is one (1) month.

10.2 Renewal. The subscription renews automatically for successive periods equal to the initial term, unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term.

10.3 Termination for cause. Either party may terminate the Agreement with immediate effect by written notice if the other party: (a) commits a material breach and, where the breach is capable of remedy, fails to remedy it within thirty (30) days of written notice; or (b) becomes insolvent, enters into liquidation, administration or an equivalent procedure, or ceases to carry on business.

10.4 Effect of termination. On termination or expiry: (a) the Customer’s right to access the Service ends immediately; (b) all Fees accrued up to the effective date of termination become due; (c) clause 7.4 applies to data export; and (d) clauses which by their nature are intended to survive (including clauses 6, 7, 9, 11, 12, 13, 14, 15, 21 and 22) continue in force.

10.5 Where the Customer terminates for cause under clause 10.3(a), we will refund any prepaid Fees covering the period after the effective date of termination. In all other cases, no refund of prepaid Fees is due.

11.1 We use commercially reasonable efforts to keep the Service available. No specific availability level, uptime percentage or response time is committed for Basic and Pro Plans.

11.2 Where the Order Form expressly includes a Service Level Agreement (typically Enterprise Plans), the availability targets, measurement method and service credits set out in that SLA apply. Service credits are the Customer’s sole and exclusive remedy for any failure to meet an availability target.

11.3 We may carry out planned maintenance, which we will schedule outside normal business hours where reasonably practicable. Emergency maintenance may be performed at any time.

11.4 Support is provided during our normal business hours, in Hungarian and English, at the level stated in the Order Form.

12.1 We continuously develop the Service and may add, modify or remove features. We will not materially degrade the overall functionality of the subscribed Modules during a Subscription Term.

12.2 Where we intend to discontinue a Module or a material feature, we will give at least ninety (90) days’ notice. If the discontinuation materially and adversely affects the Customer’s use of the Service, the Customer may terminate the affected Module on written notice within thirty (30) days of our notice, and we will refund prepaid Fees covering the unexpired period for that Module.

13.1 We warrant that the Service will perform materially in accordance with the Documentation, and that we will provide the Service with reasonable care and skill.

13.2 The Customer’s exclusive remedy for a breach of clause 13.1 is for us to use commercially reasonable efforts to correct the non-conformity or, if we fail to do so within a reasonable period, for the Customer to terminate the affected Module and receive a refund of prepaid Fees covering the unexpired period.

13.3 To the maximum extent permitted by law, and except as expressly stated in the Agreement, the Service is provided without warranties of any kind, whether express, implied or statutory, including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose or non-infringement. We do not warrant that the Service will be uninterrupted or error-free.

13.5 The Customer is responsible for maintaining its own records where required by law, and for verifying that the outputs of the Service meet its regulatory requirements.

14.1 Nothing in the Agreement excludes or limits either party’s liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot lawfully be excluded or limited.

14.2 Subject to clause 14.1, neither party is liable to the other, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any: (a) loss of profit, revenue, business, contracts or anticipated savings; (b) loss of goodwill or reputation; (c) loss, corruption or unavailability of data (save for our obligations under clauses 7 and 8); (d) regulatory fines or penalties imposed on the Customer; or (e) indirect, special or consequential loss.

14.4 The limitations in clause 14.3 do not apply to the Customer’s obligation to pay Fees, or to either party’s indemnity obligations under clause 15.

14.5 Each party shall take reasonable steps to mitigate its loss.

14.6 No claim may be brought under the Agreement more than twelve (12) months after the claiming party became aware, or ought reasonably to have become aware, of the circumstances giving rise to it.

15.1 Our indemnity. We will defend the Customer against any third-party claim that the Customer’s authorised use of the Service infringes that third party’s intellectual property rights, and will indemnify the Customer against damages finally awarded or agreed in settlement, provided the Customer: (a) notifies us promptly; (b) gives us sole control of the defence and settlement; and (c) provides reasonable assistance at our cost.

15.2 If the Service becomes, or in our opinion is likely to become, the subject of such a claim, we may at our option: (a) procure the right for the Customer to continue using the Service; (b) modify or replace the Service so that it is non-infringing; or (c) terminate the affected subscription and refund prepaid Fees covering the unexpired period.

15.3 Clause 15.1 does not apply to claims arising from: (a) Customer Data; (b) use of the Service in breach of the Agreement; (c) modifications not made by us; or (d) combination of the Service with items not supplied by us where the claim would have been avoided without that combination.

15.4 Customer indemnity. The Customer will indemnify us against all losses, damages, liabilities, costs and expenses arising from any third-party claim relating to Customer Data or to the Customer’s use of the Service in breach of the Agreement or of applicable law.

16.1 Each party shall keep confidential all non-public information disclosed by the other that is designated as confidential or that would reasonably be understood to be confidential, and shall use it only for the purposes of the Agreement.

16.2 This obligation does not apply to information that is or becomes public other than through breach, was already lawfully known to the receiving party, is independently developed, or is required to be disclosed by law or a competent authority (in which case, where lawful, the receiving party shall give prior notice).

16.3 These obligations continue for three (3) years after termination of the Agreement, and indefinitely in respect of trade secrets.

17.1 The Service may interoperate with third-party services (for example email providers, calendar, storage, accounting or authentication services). Use of those services is governed by the terms of the relevant third-party provider.

17.2 We are not responsible for the availability, accuracy or security of third-party services, and their unavailability does not constitute a failure of the Service.

18.1 The mobile applications are licensed, not sold, and are subject to these Terms in addition to the applicable app store terms.

18.2 Certain features, including location sharing, require device permissions and may operate while the application runs in the background. The Customer is responsible for informing its Users and for establishing the lawful basis for such processing (see clause 5.4).

Neither party is liable for any failure or delay in performing its obligations (other than payment obligations) caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, epidemic, industrial action, failure of telecommunications or internet infrastructure, cyber-attack affecting third-party infrastructure, or acts of government.

20.1 The Customer may not assign, novate or otherwise transfer the Agreement without our prior written consent, such consent not to be unreasonably withheld.

20.2 We may assign or novate the Agreement to an affiliate or in connection with a merger, acquisition, corporate reorganisation or sale of all or substantially all of our assets, on written notice to the Customer.

We may identify the Customer by name and logo as a customer of SafetyPro on our website and in sales materials. The Customer may withdraw this permission at any time by written notice, and we will remove the reference within a reasonable period.

22.1 Notices under the Agreement must be in writing and sent by email to: info@safetypro.hu (for Pandai Tech) and to the Customer’s primary account contact email address, with a copy by post to a registered address where the notice relates to termination or a claim.

22.2 Notices sent by email are deemed received on the next business day after sending, provided no delivery failure notification is received.

23.1 We may amend these Terms from time to time. We will publish the amended Terms and, where the change is material, give at least thirty (30) days’ prior notice by email or in-product notification.

23.2 Amendments take effect at the start of the next renewal term, or on the notified effective date for changes required by law, security or the operation of third-party infrastructure.

23.3 If a material amendment is materially detrimental to the Customer, the Customer may terminate the Agreement with effect from the date the amendment takes effect, by giving written notice before that date. Continued use of the Service after the effective date constitutes acceptance.

24.1 The Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of England and Wales.

24.2 The courts of England and Wales have exclusive jurisdiction to settle any such dispute or claim.

24.3 Nothing in this clause prevents either party from seeking injunctive or other interim relief in any competent jurisdiction.

25.1 Entire agreement. The Agreement constitutes the entire agreement between the parties and supersedes all prior discussions, proposals and representations. Each party acknowledges that it has not relied on any statement not expressly set out in the Agreement, but nothing limits liability for fraudulent misrepresentation.

25.2 Severability. If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary, or severed, and the remaining provisions continue in full force.

25.3 Waiver. No failure or delay in exercising any right constitutes a waiver of that right.

25.4 No partnership. Nothing in the Agreement creates a partnership, joint venture, agency or employment relationship between the parties.

25.5 Third-party rights. A person who is not a party to the Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

25.6 Language. These Terms are drafted in English. Any translation is provided for convenience only; in the event of conflict, the English version prevails.

• Company name: Pandai Tech LTD
• Company number: 14430212
• Registered office: Hova House, 1 Hova Villas, Brighton & Hove, England, BN3 3DH, United Kingdom
• Email: info@safetypro.hu
• Website: www.safetypro.hu