1 About us

1.1 Company details. Halo Solutions Ltd (company number 09330491) (the Supplier, we and us) is a company registered in England and Wales with registered offices at The Newark Beacon, Cafferata Way, Newark, Nottinghamshire, NG24 2TN and VAT number 289234272. We operate the website https://www.halosolutions.com/ (Website) and the Halo App (App).  

1.2 Contacting us. To contact us, please telephone our team at +44 (0) 800 920 2014 in business hours or email us at hi@halosolutions.com. How to give us formal notice of any matter under these Terms is set out in clause 21.

2 Our contract with you

2.1 These Terms of Service (Terms) apply to the order by you (the Client or you), and the supply by us, of the Services and the Hardware, as defined below. The Terms, our written specifications for the Services and Hardware and your order of the same (subject to being accepted in accordance with these Terms), as well as any other of our policies (including the Data Privacy and Cookies Policies) together form the Contract. The Contract applies 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. We may update these Terms from time to time, but we will notify you in accordance with the terms below. The updated version will be indicated by an updated “Revised” date, and will be effective as soon as it is accessible. Unless you have signed a specific contract directly with us in which case that contract will supersede these online terms and conditions

3 Definitions

3.1 In addition to those set out elsewhere in these Terms, the following definitions shall apply:

• Authorised Users: those employees of the Client (together with those independent contractors working under the control of the Client) who are authorised by the Client to use the Services and the Documentation, as further described in clause 6.2.
• Client Data: the data inputted by the Client, Authorised Users, or the Supplier on the Client’s behalf for the purpose of using the Services or facilitating the Client’s use of the Services and any data, relating exclusively to the Client or its business, generated as a result of its use of the Services.
• Documentation: Halo Specifications and Design v.5.0 as may be amended from time to time by notification from the Supplier to the Client.
• Hardware: the smartphones, computer and other hardware (if any) specified in your Documentation or Order.
• Hardware Services: the annual servicing of the Hardware, comprising (as applicable):
  • Cleaning of the Hardware.
  • Checking that the Hardware item is on the most up to date version of the Software.
  • Checking that the Hardware item is registering on the master system when logging in.
  • Checking that the Hardware item has enough credit/data to sustain it.
• Portal: the website portal via which the use of the Software is made available to the Client, such portal being located at the Website or such other url as may be notified to the Client by the Supplier from time to time.
• Services: the Subscription Services, the Support Services, the Hardware Services and any other services provided by the Supplier pursuant to these Terms.
• Software: the software applications provided by the Supplier as part of the Services including any new releases of such software applications made available by the Supplier as part of the Services from time to time pursuant to clause 7.4.
• Subscription Services: the subscription services provided by the Supplier to the Client under these Terms, via the App and the Portal, as more particularly described in the Documentation.
• Support Services: the support provided by the Supplier to the Client under these Terms as set out in Schedule 1.
• User Subscriptions: the user subscriptions purchased by the Client pursuant to these Terms, which entitle Authorised Users to access and use the Services and the Documentation in accordance with these Terms.

4 Placing an Order and Acceptance

4.1 You must call us or email us in order to initiate the order process for the Services and Hardware. You may also initiate the order process following a demo booked through the Website. We will send you an online order form that you must populate with the required information for the Services you require (Order) and submit to us once completed.  Each Order confirms your agreement to obtain the Services at the fees specified therein, subject to these Terms.

4.2 Please check your Order carefully before submitting it to us. You are responsible for ensuring that your Order and the information stipulated in it is complete and accurate.

4.3 After you place your Order, you will receive an Order confirmation from us, at which point and on which date these Terms will come into existence (hereafter referred to as the Effective Date).

4.4 If we are unable to supply you with any of the Services for any reason, we will inform you of this by email or telephone and we will not process your Order. If for any reason you have already paid for the Services, we will refund you the full amount.

5 Duration

5.1 These Terms shall commence on the Effective Date and shall continue for the initial term agreed between the parties, as set out in the Order (Initial Term).  Thereafter, these Terms shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless:

• (a) either of us notifies the other party of termination, in writing, at least 30 days before the end of the Initial Term or any Renewal Period, in which case these Terms shall terminate upon the expiry of the applicable Initial Term or Renewal Period; or
• (b) otherwise terminated in accordance with the provisions of these Terms;

and the Initial Term together with any subsequent Renewal Periods shall constitute the Term.

6 User subscriptions

6.1 Subject to you purchasing the User Subscriptions in accordance with these Terms, we grant to you a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to use the Subscription Services during the Term solely for your internal business operations.

6.2 In relation to the Authorised Users, you undertake that:

• (a) the maximum number of Authorised Users that you authorise to access and use the Subscription Services shall not exceed the number of User Subscriptions you have purchased from time to time;
• (b) you will not allow any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Subscription Services;
• (c) each Authorised User shall keep a secure password for her or his use of the Subscription Services, such password shall be changed at regular intervals in line with your IT security policy and each Authorised User shall keep her or his password confidential;
• (d) you shall permit us or our designated auditor to audit the Subscription Services in order to establish the name and password of each Authorised User and your data processing facilities to audit compliance with these Terms.  Each audit may be conducted no more than once per quarter, at our expense, and this right shall be exercised with reasonable prior notice, in such a manner that does not substantially interfere with your normal conduct of business; and
• (e) if any of the audits referred to in clause 6.2(d) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to our other rights, you shall promptly disable such passwords and you shall not issue any new passwords to any such individual.

6.3 You shall not, when using the Services, access, store, distribute or transmit any viruses, or, subject to clause 6.4 below, any material that:

• (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
• (b) facilitates illegal activity;
• (c) depicts sexually explicit images;
• (d) promotes unlawful violence;
• (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
• (f) is otherwise illegal or causes damage or injury to any person or property;

and we reserve the right, without liability or prejudice to our other rights to you, to disable your access to any material that breaches the provisions of this clause.

6.4 You shall not be in breach of clause 6.3 above by accessing, storing, distributing or transmitting any material of the types referred to in paragraphs (a), (c) and (e) in circumstances where it is reasonably necessary to do so for the purposes of reporting or preventing a crime or suspected crime or apprehending a criminal or suspected criminal.

6.5 You shall not:

• (a) except as may be allowed by any applicable law or these Terms:
  • (i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or
  • (ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
• (b) access all or any part of the Subscription Services and Documentation in order to build a product or service which competes with the Subscription Services and/or the Documentation; or
• (c) use the Subscription Services and/or Documentation to provide services to third parties; or
• (d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Subscription Services and/or Documentation available to any third party except the Authorised Users; or
• (e) attempt to obtain, or assist third parties in obtaining, access to the Subscription Services and/or Documentation, other than as provided under this clause 6; or
• (f) introduce or permit the introduction of any virus into our network and information systems.

6.6 You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Subscription Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify us.

6.7 The rights provided under this clause 6 are granted to you only, and shall not be considered granted to any of your subsidiaries or holding company (as applicable).

7 Services and Hardware

7.1 We shall, during the Term, supply the Hardware, provide the Services and make available the Documentation to you on and subject to these Terms.

7.2 We shall use commercially reasonable endeavours to make the Subscription Services available to you 24 hours a day, seven days a week, except for:

• (a) planned maintenance at times that we will notify to you at least 7 days in advance; and
• (b) unscheduled maintenance, of which we will use reasonable endeavours to give you at least 24 hours’ notice in advance.

For the avoidance of doubt, we shall not be in breach of this clause 7.2 if the Subscription Services are generally available but certain functionality or facilities provided by the Subscription Services are not available due to an error in the Software.  The resolution of any such error will be undertaken through the provision of the Support Services.

7.3 We will, at no additional cost, provide you with the Support Services. We may amend the content of our Support Services from time to time upon giving not less than 7 days’ written notice to you provided that such amendment does not materially reduce our Support Services commitments.

7.4 We may, from time to time, replace the then current release of the Software with a new release provided that we notify you in writing of the changes effected by the new release at least 7 days before its introduction or the new release does not materially adversely affect the facilities or functions provided by the previous release.

7.5 Subject to you paying the price for the Hardware in full, we shall use reasonable endeavours to deliver the Hardware to you by any date agreed in writing with you.  Subject to using such endeavours, we shall not be liable for any delay in delivery.  Delivery shall take place at your address specified to us in writing.

7.6 You may reject any item of Hardware that is not in compliance with the warranty in clause 9.1(c) below provided that:

• (a) written notice of rejection is given to us within 5 business days of delivery in the case of a defect apparent on normal visual inspection or, in the case of a latent defect, within a reasonable time of the latent defect having become apparent; and
• (b) none of the circumstances mentioned in clause 9.2(b) below apply;
• (c) you return the item in question within the period mentioned in paragraph (a) above.

7.7 If you fail to give notice of rejection or to return the relevant item of Hardware, in each case in accordance with clause 7.6, you shall be deemed to have accepted the item.  If you reject an item of Hardware in accordance with clause 7.6, we shall, at our option, repair or replace the item or repay the price of the rejected item in full.  Once we have taken such action, we shall have no further liability for the rejected item’s failure to comply with warranty in clause 9.1(c).

8 Data protection

8.1 The parties shall comply with their respective obligations in respect of personal data set out in Schedule 2.

9 Supplier’s obligations:

9.1 We:

• (a) warrant that the Software provides, in all material respects, the facilities and functions described in the Documentation;
• (b) undertake that we shall provide the Services with reasonable skill and care; and
• (c) warrant that each item of Hardware shall be free from defects in materials and workmanship for a period of 12 months from delivery.

9.2 We shall not be in breach of clause 9 to the extent that: 

• (a) any failure or non-conformance of the Services is caused by use of the Services contrary to our instructions, or modification or alteration of the Services by any party other than us or our duly authorised contractors or agents;
• (b) any defect in an item of Hardware arises from the alteration or repair of that item by a person other than us or our sub-contractor or as the result of fair wear and tear, wilful damage, negligence or abnormal storage or working conditions.

9.3 Your sole and exclusive remedy for any breach of clause 9.1(a) shall be the correction of the defect or error in the Software through the provision of the Support Services.

9.4 Your sole and exclusive remedy for any breach of clause 9.1(c) shall be, at our option, the repair or replacement of the relevant item of Hardware.

9.5 We:

• (a) do not warrant that:
  • (i) your use of the Subscription Services will be uninterrupted or error-free;
  • (ii) the Services, Hardware, Documentation and/or the information obtained by you through the Services will meet your requirements; or
  • (iii) the Software, Hardware or the Services will be free from viruses;
• (b) are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the Internet, and you acknowledge that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

9.6 We warrant that we have and will maintain all necessary licences, consents, and permissions necessary for the performance of our obligations under these Terms.

10 Client’s obligations

10.1 You shall:

• (a) provide us with:
  • (i) all necessary co-operation in relation to these Terms; and
  • (ii) all necessary access to such information as may be required by us;

In order to provide the Services;

• (b) without affecting your other obligations under these Terms, comply with all applicable laws and regulations with respect to your activities under these Terms;
• (c) ensure that your network and systems comply with the relevant specifications provided by us from time to time; and
• (d) be, to the extent permitted by law and except as otherwise expressly provided in these Terms, solely responsible for procuring, maintaining and securing your network connections and telecommunications links from your systems to the Portal, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the Internet.

10.2 You shall own all right, title and interest in and to all of the Client Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Client Data.

11 Fees and Payment

11.1 The fees for the Subscription Services payable by you to us for the Initial Term and any Renewal Period in respect of the number of User Subscriptions, together with the fees payable for any additional User Subscriptions under clause 12 below, are set out in the Order (together, the Fees).  The price of the Hardware is specified in the Order and, unless otherwise stated therein, is payable in full upon the Effective Date.

11.2 As part of the order process, you shall provide to us approved purchase order information acceptable to us and any other relevant valid, up-to-date and complete contact and billing details.

11.3 The Fees relating to the Initial Term and any Renewal Period shall be paid by you in accordance with the payment profile set out in the Order.  In each case, the due date for payment shall be the date specified in the payment profile or, if later (and except in the case of a payment due on the Effective Date), 30 days after the date of our invoice.

11.4 You shall pay each invoice on or before the due date as specified in clause 11.3 above.  If we have not received payment by the due date, and without prejudice to any other of our rights and remedies:

• (a) we may, without liability to you, disable your password, account and access to all or part of the Subscription Services and we shall be under no obligation to provide any or all of the Subscription Services while the invoice(s) concerned remain unpaid; and
• (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 8% over the then current base lending rate of the Bank of England from time to time, compounding quarterly, commencing on the due date and continuing until fully paid, whether before or after judgment;
• (c) we may appoint a debt recovery agent to recover the unpaid Fees, in which case you shall be liable for the charges of such agent as well as the unpaid Fees plus applicable interest.

11.5 All amounts and fees stated or referred to in these Terms:

• (a) shall be payable in pounds sterling;
• (b) are non-cancellable and non-refundable;
• (c) are exclusive of value added tax, which shall be added to our invoice(s) at the appropriate rate.

11.6 We shall be entitled to increase the Fees (including Fees payable in respect of the additional User Subscriptions purchased) at the start of each Renewal Period upon 90 days’ prior notice to you.

12 Additional User Subscriptions

12.1 Subject to clause 12.2 and clause 12.3, you may during the Term purchase additional User Subscriptions in excess of the number set out in the Order and we shall grant access to the Services to such additional Authorised Users in accordance with the provisions of these Terms.

12.2 If you wish to purchase additional User Subscriptions, please notify us in writing.  We shall evaluate such request for additional User Subscriptions and respond to you with approval or rejection of the request. Where we approve the request, we shall activate the additional User Subscriptions upon receipt from you of the applicable Fees for such additional User Subscriptions.

12.3 If additional User Subscriptions are purchased by you part way through the Initial Term or any Renewal Period (as applicable), the additional Fees shall be pro-rated from the date of activation by us for the remainder of the Initial Term or then current Renewal Period (as applicable).

13 Intellectual Property Rights

13.1 You acknowledge and agree that we own all Intellectual Property Rights (including, without limitation, patents, trade marks and copyright and any other intellectual property rights, whether registered or unregistered, which subsist now or in the future in any part of the world) in the Software, Services and the Documentation.  Except as expressly stated in these Terms, we do not grant you any rights to the Intellectual Property Rights in respect of the Software, Services or the Documentation.

13.2 We confirm that we have all the rights in relation to the Software, Documentation and Services to grant such rights under, and in accordance with, these Terms.

14 Confidentiality

14.1 Confidential Information in these Terms means all information, data, trade secrets and know-how (whether written, oral or otherwise, and whether disclosed or exchanged on, before, or after the Effective Date) relating to the products or services, software, affairs, customers and/or business of a party, whether or not that information is marked as ‘confidential’.

14.2 Each of us may give the other access to our respective Confidential Information in order to perform our respective obligations under these Terms. Either party’s Confidential Information shall not be deemed to include information that:

• (a) is or becomes publicly known other than through any act or omission of the receiving party;
• (b) was in the other party’s lawful possession before the disclosure;
• (c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
• (d) is independently developed by the receiving party, which independent development can be shown by written evidence.

14.3 Subject to clause clause 14.5, each party shall hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of these Terms.  We may disclose your Confidential Information to a sub-contractor insofar as the sub-contractor needs that information for the purpose of performing our obligations under these Terms and provided the sub-contractor is subject to confidentiality obligations in respect of that Confidential Information no less onerous than those set out in this clause 14.

14.4 Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of these Terms.

14.5 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 14.5, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

14.6 You acknowledge that details of the Software and Services, and the results of any performance tests of the Software or Services, constitute our Confidential Information.

14.7 We acknowledge that the Client Data is your Confidential Information.

14.8 No party shall make, or permit any person to make, any public announcement concerning these Terms without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction, or as permitted by clause 14.9.

14.9 You consent to us publishing the business relationship between one another for our marketing purposes.  You may not publish such business relationship without our written consent, such consent not to be unreasonably withheld.

14.10 The above provisions of this clause 14 shall survive termination of these Terms.

15 Indemnity

15.1 Except in the case of IPR Infringement Claims (as defined in clause 15.2 below), you shall defend, indemnify us and hold us harmless against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with your use of the Services and/or Documentation, provided that:

• (a) you are given prompt notice of any such claim;
• (b) we provide reasonable co-operation to you in the defence and settlement of such claim, at your expense; and
• (c) you are given sole authority to defend or settle the claim.

15.2 We shall defend you, your officers, directors and employees against any claim that your use of the Services or Documentation in accordance with these Terms infringes any third party Intellectual Property Rights (IPR Infringement Claims), and shall indemnify you for any amounts awarded against you in judgment or settlement of such claims, provided that:

• (a) we are given prompt notice of any such claim;
• (b) you provide reasonable co-operation in the defence and settlement of such claim, at our expense; and
• (c) we are given sole authority to defend or settle the claim.

15.3 In the defence or settlement of any IPR Infringement Claim, we may procure the right for you to continue using the Services, replace or modify the Services so that they become non-infringing (without materially diminishing the facilities or functions provided by the Services) or, if such remedies are not reasonably available, terminate these Terms on 2 days’ notice to you without any additional liability or obligation to pay liquidated damages or other additional costs to you.

15.4 In no event shall we be liable to you to the extent that the IPR Infringement Claim arises from or is based upon:

• (a) a modification of the Software, Services or Documentation by anyone other than us or our duly authorised contractors or agents; or
• (b) your use of the Software, Services or Documentation in a manner contrary to the instructions given to you by us; or
• (c) your use of the Software, Services or Documentation after you have received notice of the IPR Infringement Claim.

15.5 The foregoing and clause 16.3(b) state your sole and exclusive rights and remedies, and our entire obligations and liability, for infringement of any third party Intellectual Property Rights.

16 Limitation of liability

16.1 Except as expressly and specifically provided in these Terms:

• (a) you assume sole responsibility for results obtained from the use of the Services and the Documentation by you, and for conclusions drawn from such use;
• (b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Terms; and
• (c) the Services and the Documentation are provided to you on an “as is” basis.

16.2 Nothing in these Terms excludes our liability:

• (a) for death or personal injury caused by our negligence; or
• (b) for fraud or fraudulent misrepresentation.

16.3 Subject to clause 16.1 and clause 16.2:

• (a) we shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these Terms; and
• (b) our total aggregate liability in contract (including in respect of the indemnity at clause 15.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of these Terms shall be limited to the total Fees paid or payable for the User Subscriptions during the 12 months immediately preceding the date on which the event giving rise to the liability arose.

17. Termination

17.1 Without affecting any other right or remedy available to it, either party may terminate these Terms with immediate effect by giving written notice to the other if:

• (a) the other party fails to pay any amount due under these Terms on the due date for payment and remains in default not less than 7 days after being notified in writing to make such payment;
• (b) the other party commits a material breach of these Terms which (in the case of a breach capable of remedy) has not been remedied within 30 days of the receipt by the other of a notice specifying the breach and requiring its remedy;
• (c) the other party ceases to carry on business or goes into liquidation or becomes insolvent an administrator or receiver is appointed with respect of any of the party’s assets or any other similar or equivalent action is taken against or by the party by reason of its insolvency or in consequence of debt;
• (d) the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to these Terms is in jeopardy.

17.2 In addition to our termination rights under clause 17.1, we may terminate these Terms with immediate effect by giving written notice to you if you undergo a change of control; “control” meaning the possession of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise.

17.3 On termination of these Terms for any reason:

• (a) all licences granted under these Terms shall immediately terminate and you shall immediately cease all use of the Services, Hardware and/or the Documentation;
• (b) each of us shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;
• (c) we may destroy or otherwise dispose of any of the Client Data in our possession unless we receive, no later than 28 days after the effective date of the termination of these Terms, a written request for the delivery to you of the then most recent back-up of the Client Data.  We shall use reasonable commercial endeavours to deliver the back-up to you within 7 days of receipt of such a written request, provided that you have, at that time, paid all Fees and charges outstanding at or resulting from termination (whether or not due at the date of termination).  You shall pay all reasonable expenses incurred by us in returning or disposing of Client Data; and
• (d) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.

17.4 The following provision shall survive expiry or Termination of these Terms: 3, 8, 13, 14-16, 17.3, 17.4, 18 and 20-22.

17.5 Termination of training services

17.5.1 Training services are provided either as part of a software and hardware Contract, Order or entirely separately.

17.5.2 In all cases when training services are terminated or postponed, then reasonable expenses such as travel or the use of freelance sub-contractors, will be reimbursed at the following rates;

• (a) 30 days’ notice or more: Only pre-paid travel expenses will be recovered.
• (b) 15-29 days’ notice: Pre-paid travel expenses plus 25% of the price of the trainer will be recovered.
• (c) 7-14 days’ notice: Pre-paid travel expenses plus 50% of the price of the trainer will be recovered.
• (d) 2-6 days’ notice: Pre-paid travel expenses plus 75% of the price of the trainer will be recovered.
• (e) 24 hours notice or less: The full invoice amount/value of training services will be recovered.

18. Assignment and other dealings

18.1 You shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of your rights and obligations under these Terms.

18.2 We may at any time assign, mortgage, charge, delegate, declare a trust over or deal in any other manner with any or all of our rights under these Terms, provided that we give you prior written notice of such dealing.

18.3 We may sub-contract any of our obligations under these Terms and shall be liable for the acts and omissions of our sub-contractor as though they were the acts and omissions of ourselves.

19 Force Majeure

19.1 We shall have no liability to you under these Terms if we are prevented from or delayed in performing our obligations under these Terms, or from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control, including, without limitation, default of suppliers or sub-contractors, provided that you are notified of such an event and its expected duration.

20 Miscellaneous

20.1 These Terms constitutes the entire agreement between us in relation to the subject matter of these Terms and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. 

20.2 If there is an inconsistency between any of the provisions in the main body of these Terms and the Schedules, the provisions in the main body of these Terms shall prevail.

20.3 Nothing in these Terms are intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other party, or authorise either party to make or enter into any commitments for or on behalf of the other party.

20.4 No failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.  No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

20.5 If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable.  If such modification is not possible, the relevant provision or part-provision shall be deemed deleted.  Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Terms.

20.6 No third party shall have any right to enforce these Terms.

21 Notices

21.1 Any notice given to the other party under or in connection with these Terms shall be in writing, in the English language and addressed to that party at the address or email address provided to the other in writing (as may be updated from time to time), and marked for the attention of the persons that party has specified to the other party in writing; and shall be delivered personally, or sent by post (guaranteed delivery), commercial courier or email.

21.2 Unless stated otherwise, notices to us shall be addressed to us at the address as stated on the first page of these Terms and marked for the attention of the directors and/or emailed to it at hi@halosolutions.com.

21.3 A notice shall be deemed to have been received: if delivered personally, when left at the address referred to above; if sent by post (guaranteed delivery), or delivered by commercial courier, on the date and at the time that the post office’s or courier’s delivery receipt is signed; and if sent by email, at 0900 on the next business day (being any day other than a Saturday, Sunday or UK statutory holiday) after the date of transmission (provided that a confirmation copy is delivered personally or sent by one of the other service methods prescribed by this clause as soon as reasonably practicable thereafter).

22 Governing law and Jurisdiction

22.1 These Terms 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 English law.

22.2 Each party irrevocably agrees that the English courts will have exclusive jurisdiction to settle any dispute or claim (including non-contractual suits or claims) arising out of or in connection with these Terms or its subject matter or formation. 

Schedule 1 – Support

Our Support Team are available for you to communicate with directly and resolve any issues you may have as quickly as possible.

To raise a support ticket;

• Click on this link
• E-mail support@halosolutions.com (24 hours a day)
• Or call our help desk on 0800 920 2014 (24 hours a day)

Your ticket will then be allocated to a member of the support team who will assign it the appropriate level and ensure the issue is investigated and resolved as quickly as possible. Our response timeframe is outlined below:

It is important to note, response time does not equal resolution time. Technical glitches require validation, investigation, fixing, quality assurance testing and then releasing to the various app stores (if it’s an app related glitch/request) which involve third party testing and security validation by the likes of Apple and Google.

Schedule 2 – Data Protection

1. Interpretation
   1. In this Schedule 2, the terms controller, processor, data subject, personal data, personal data breach and processing shall have the meaning given to them in the UK GDPR and the following terms have the following meanings:
2. Applicable Laws: means:
   • to the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom.
   • to the extent EU GDPR applies, the law of the European Union or any member state of the European Union to which the Supplier is subject.
3. Applicable Data Protection Laws: means:
   • to the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data.
   • to the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the Supplier is subject, which relates to the protection of personal data.
4. Client Personal Data: means:
   • any personal data which the Supplier processes in connection with these Terms, in the capacity of a processor on behalf of the Client.
5. EU GDPR means:
   • the General Data Protection Regulation ((EU) 2016/679).
6. Purpose means:
   • the purposes for which the Client Personal Data is processed, as set out in the Annex to this Schedule 2.
7. UK GDPR:
   • has the meaning given to it in the Data Protection Act 2018.

Obligations

1. Both parties will comply with all applicable requirements of Applicable Data Protection Laws in performing their duties or exercising their rights under these Terms.  This clause 2.1 is in addition to, and does not relieve, remove or replace, a party’s obligations under Applicable Data Protection Laws.
2. The parties acknowledge that for the purposes of Applicable Data Protection Laws, in respect of any personal data that is processed by the Supplier on behalf of the Client in the course of providing the Services, the Client is the controller and the Supplier is the processor.
3. Without prejudice to the generality of clause 2.1, the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of Client Personal Data to the Supplier for the duration and purposes of these Terms.
4. In relation to the Client Personal Data, the Annex to this Schedule 2 sets out the scope, nature and purpose of processing by the Supplier, the duration of the processing and the types of personal data and categories of data subject. 
5. It is the Client’s responsibility to delete Client Personal Data from the Supplier’s system following the completion of the event to which that Client Personal Data relates.  The Supplier may delete any Client Personal Data remaining on the Supplier’s system more than 7 years (or such lesser period as may be agreed between the parties in writing) following the conclusion of the Client event to which it relates or following termination of these Terms in accordance with clause 17.3(c) above.  
6. Without prejudice to the generality of clause 2.1, the Supplier shall, in relation to Client Personal Data:
   • process that Client Personal Data only on the documented instructions of the Client, which shall be to process the Client Personal Data for the purposes set out in the Annex to this Schedule 2 unless the Supplier is required by Applicable Laws to otherwise process that Client Personal Data.  Where the Supplier is relying on Applicable Laws as the basis for processing Client Processor Data, the Supplier shall notify the Client of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Provider from so notifying the Client on important grounds of public interest;
   • ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of Client Personal Data and against accidental loss or destruction of, or damage to, Client Personal 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;
   • ensure that any personnel engaged and authorised by the Supplier to process Client Personal Data have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality;
   • assist the Client insofar as this is possible (taking into account the nature of the processing and the information available to the Supplier), and at the Client’s cost and written request, in responding to any request from a data subject and in ensuring the Client’s compliance with its obligations under Applicable Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
   • notify the Client without undue delay on becoming aware of a personal data breach involving the customer Personal Data; and
   • at the written direction of the Client, delete or return Client Personal Data and copies thereof to the Client on termination of the Terms unless required by Applicable Law to continue to process that Client Personal Data.  For the purposes of this paragraph (f), Client Personal Data shall be considered deleted where it is put beyond further use by the Supplier; and
   • maintain records to demonstrate its compliance with this Schedule 2.
7. The Client provides its prior, general authorisation for the Supplier to:
   • appoint processors to process the Client Personal Data, provided that the Supplier:
     • shall ensure that the terms on which it appoints such processors comply with Applicable Data Protection Laws, and are consistent with the obligations imposed on the Supplier in this Schedule 2;
     • shall remain responsible for the acts and omission of any such processor as if they were the acts and omissions of the Supplier; and
     • shall inform the Client of any intended changes concerning the addition or replacement of the processors, thereby giving the Client the opportunity to object to such changes provided that if the Client objects to the changes and cannot demonstrate, to the Supplier’s reasonable satisfaction, that the objection is due to an actual or likely breach of Applicable Data Protection Law, the Client shall indemnify the Supplier for any losses, damages, costs (including legal fees) and expenses suffered by the Supplier in accommodating the objection.
   • transfer Client Personal Data outside of the UK as required for the Purpose, provided that the Supplier shall ensure that all such transfers are effected in accordance with Applicable Data Protection Laws. For these purposes, the Client shall promptly comply with any reasonable request of the Supplier, including any request to enter into standard data protection clauses adopted by the EU Commission from time to time (where the EU GDPR applies to the transfer) or adopted by the Commissioner from time to time (where the UK GDPR applies to the transfer).

Either party may, at any time on not less than 30 days’ notice, revise this Schedule 2 by replacing it with any applicable controller to processor standard clauses or similar terms forming party of an applicable certification scheme (which shall apply when replaced by attachment to these Terms).

Annex

The table below sets out the subject matter and duration of the processing, the nature and purpose of the processing, the type of personal data to be processed and the categories of data subjects whose personal data will be processed under the Terms. The list of situations and personal data described in the second row of the table below is not intended to be an exhaustive list but illustrative of the types of situations that may occur and the types of personal data that may consequently be processed.

Subject matter, nature and purpose of the processing	Types of personal data (a) and categories of data subjects (b)	Duration of the processing
The contract is in place to provide a Command, Control, Communications and Intelligence (C3i) Platform to the Client. Allowing the client to ensure events are managed safely and effectively. As part of this, the Client require staff contact details. These are added to the system to allow quick contact during an event, and so, the quick resolution of incidents and emergencies. This reduces the risk of event failure as well as ensuring all guests are safe on site.	(a) Phone numbers, names and email addresses.   (b) All event staff may be asked to provide phone numbers and emails which will then be added to the system, providing a contact list for a specific event.	A new contact list may be created for each event. The event and associated contact list and incidents from the event may be stored in the Halo System post the event being completed. This additional storage time is to allow for the processing of reports following an event which will need to be downloaded and reviewed before an event is deleted from the Halo system. The client is responsible to removing their data from the Halo System at intervals concurrent with their data protection policies and procedures.
As well as capturing internal information, the system is an incident reporting tool and so it is likely that the Client will record the details of members of the public, their names, addresses, contact details, age, and any injuries, along with photographs, if they are reporting an incident to the client for which they use Halo as the tool to record it (its intended use). These could include but are not limited to Drink/Drugs offences, ejections and therefore ‘rogues gallery/persons of interest lists, emergencies, health and safety incidents, lost and found property, medical incidents, missing persons, perimeter breaches, violence, theft, suspicious activity, other. This can include members of the public of any age or circumstance including those with physical or mental health vulnerabilities.	(a) Phone numbers, names, addresses, ethnicity, disabilities, marks/scars/tattoos, vulnerabilities, age, photograph.   (b) members of the public involved in incidents or suspected incidents.	This data is lawfully obtained at the point of source for the prevention and detection of crime, safeguarding children or saving life. It is retained during the event for as long as necessary until the conclusion and safe resolution of whatever incident that required the submission has taken place. It may also be lawfully necessary to share this information with the emergency services.   When the event is finished, the client is responsible to removing their data from the Halo System at intervals concurrent with their data protection policies and procedures.