EQUIWATCH TERMS AND CONDITIONS OF SERVICE
Dated 1 August 2023
1.1 The following Definitions and Rules of Interpretation apply in these Conditions.
Anti-Bribery and Corruption Requirements means all Applicable Laws relating to anti-bribery and anti-corruption including the Bribery Act 2010.
Account means the unique membership account and serialised location code associated with and assigned to a Customer.
Applicable Law means all statutes, laws, statutory instruments, bye-laws enactments, orders, rules, regulation or other similar instruments having the force of law in the territory where the Services are supplied.
Business Day a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Caller means any person who is not the Customer who contacts the EQUIWATCH Helpline to pass information to EQUIWATCH in relation to a Customer’s account.
Commencement Date the date on which EQUIWATCH commences performance of the Services, as confirmed by EQUIWATCH on the first invoice issued for the Services.
Conditions these general terms and conditions (as amended from time to time in accordance with clause 21).
Contract the contract between EQUIWATCH and the Customer for the supply of Services in accordance with these Conditions and the Services Specific Terms.
Contract Year each consecutive 12-month period commencing on the Commencement Date and each anniversary of it.
Customer the person, company or organisation who purchases Services from EQUIWATCH.
Data Subject an individual who is directly or indirectly identified or identifiable from the Personal Data.
EQUIWATCH Call Handling means the handling of calls made to the EQUIWATCH Helpline and the onward dissemination to a Customer or Secondary Contact.
EQUIWATCH Helpline means the number provided on EQUIWATCH Signs for Callers to contact EQUIWATCH to provide information pertaining to a Customer’s Account.
Force Majeure Event has the meaning set out in clause 18.
Initial Term in respect of each Contract, has the meaning as set out in the Services Specific Terms for the relevant Services.
STOCK WATCH GROUP LIMITED trading as EQUIWATCH registered in England and Wales with company number 15013291 whose registered office is at 2 Branscombe Walk, Portishead, Bristol, England, BS20 8LP.
Membership means a level of Services purchased by a Customer
Relevant Anti-Slavery Requirements means all Applicable Laws relating to the prevention of modern slavery and human trafficking including the UK Modern Slavery Act 2015.
Retail Prices Index the Retail Prices Index (all items, excluding mortgages) as published by the Office for National Statistics from time to time or failing such publication, such other index as the parties may agree most closely resembles such index.
Required Notice Period in respect of each Contract, has the meaning as set out in the Services Specific Terms for the relevant Services.
Secondary Contact means additional contacts that a Customer assigns to their account for the purpose of receiving information from EQUIWATCH which has been communicated by a Caller.
Services the Services selected by the Customer to be supplied by EQUIWATCH pursuant to the Contract, as further described in the Services Specific Terms.
Services Specific Terms the services specific terms appended to these Conditions as applicable to the Services (as amended from time to time in accordance with clause 20).
Signs means the serialised, physical signs provided by EQUIWATCH to a Customer to be displayed at the Customer’s chosen location.
Specification the written description of the Services made available at https://equi-watch.co.uk (as amended in accordance with clause 21).
1.4 A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
1.5 Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.6 A reference to writing or written includes email.
1.7 In the event of any conflict or inconsistency between clauses 1 and 26 of these Conditions (being the General Terms and Conditions) and any term within the Services Specific Terms, the Services Specific Terms shall prevail.
2. SCOPE OF CONDITIONS
2.1 The commencement of the provision of the Services by EQUIWATCH (including provision during any trial period) constitutes an offer by EQUIWATCH to supply the Services to the Customer subject to and in accordance with these Conditions and the Services Specific Terms, and the Customer using or agreeing to buy the Services constitutes acceptance of these Conditions and the Services Specific Terms.
2.2 These Conditions and the Services Specific Terms apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate including, without limitation, any terms under which a purchase order has been issued, or which are implied by trade, custom, practice or course of dealing.
2.3 The Customer’s attention is drawn in particular to clause 13 which sets out important details as to how the liability of EQUIWATCH to the Customer is limited.
3. SUPPLY OF SERVICES
3.1 EQUIWATCH warrants that it shall supply the Services to the Customer in accordance with the Specification in all material respects and it shall use reasonable skill and care in the performance of the Services in a timely manner.
3.2 EQUIWATCH shall only supply its Services in within the United Kingdom.
3.3 EQUIWATCH shall only supply its services to persons aged 18 or over.
4.1 Each party agrees not to use the other party’s name, address or logo in publicity materials without the prior written consent of the other party.
5. CUSTOMER’S OBLIGATIONS
5.1 The Customer shall:
- 5.1.1 provide EQUIWATCH with all information and co-operation that EQUIWATCH reasonably requires to enable EQUIWATCH to perform the Services to observe its obligations under the Contract;
- 5.1.2 provide EQUIWATCH with such information and materials as EQUIWATCH may reasonably require in order to supply the Services in a timely manner, and ensure that such information is complete and accurate in all material respects;
- 5.1.3 at all times indemnify and hold harmless EQUIWATCH from and against any and all claims, demands, proceedings, damages, penalties, costs, losses, liabilities and expenses of any kind, threatened, claimed or awarded against or otherwise incurred by EQUIWATCH arising out of or in connection the Service.
6.1 Each Account is assigned one of the following statuses:
- 6.1.1 Active
- 6.1.2 Suspended
- 6.1.3 Cancelled
- 6.1.4 Terminated
6.2 An Active Account is entitled to the Services stated within a Membership. An Active Account is assigned to a Customer for the duration of a paid Membership, or assignment by EQUIWATCH.
6.3 A Suspended Account is where Services have been temporarily paused due to one or more of the following:
- 6.3.1 Non-payment of Membership;
- 6.3.2 A breach of Contract as determined by EQUIWATCH;
- 6.3.3 A breach of the Fair Use policy as determined by EQUIWATCH;
- 6.3.4 Any other reason which EQUIWATCH determine as reasonable grounds for suspension
6.4 A Cancelled Account no longer receives the Services of EQUIWATCH at the request of a Customer due to cancellation of a Membership.
6.5 A Terminated Account no longer receives the Services of EQUIWATCH due to it being closed by EQUIWATCH.
7. DURATION AND TERMINATION
7.1 The Contract shall commence on the Commencement Date and, except as specified to the contrary in the Services Specific Terms and subject to clause 7.3, it shall continue in force and effect unless and until terminated or cancelled by either party to the other party.
7.2 Where relevant to the Services, the Customer may upgrade the scheme applicable to it at any time. The Customer may only downgrade the scheme applicable to it once the Customer has been using that scheme for a minimum of 1 year and provided that the relevant Contract for the Services is not the subject of a suspension or termination notice served by EQUIWATCH.
7.3 Without prejudice to any other rights or remedies which the parties may have, either party may terminate the Contract without liability to the other immediately on giving notice to the other if:
- 7.3.1 the other party fails to pay any amount due under the Contract on the due date for payment and remains in default no less than 7 days after being notified by email to make such payment; or
- 7.3.2 the other party commits a material breach of any of the terms of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified by email of the breach; or
- 7.3.3 the other party repeatedly breaches any of the terms of the Contract or conducts itself in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Contract; or
- 7.3.4 the other party commences negotiations with its creditors, appoints an administrator or receiver or suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being a natural person) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply.
7.4 EQUIWATCH may terminate the Contract immediately by notice in writing if the Customer is in breach of its obligations as set out in clause 17.1.
7.5 A Customer may cancel their account at any point and without notice. The Customer will be entitled to receive Services up to 23.59 GMT one day prior to the date of when their next payment was due (the final service date).
7.6 A Customer is not entitled to a refund or account credit on cancellation for any portion of their membership, including the period of Service up to the final service date set out in clause 7.5.
8. CONSEQUENCES OF TERMINATION OR CANCELLATION
8.1 On termination or cancellation of the Contract for any reason:
- 8.1.1 the Customer shall immediately pay to EQUIWATCH all of EQUIWATCH’s outstanding unpaid invoices and interest and in respect of the Services supplied but for which no invoice has been submitted and EQUIWATCH may submit an invoice, which shall be payable immediately on receipt; and
- 8.1.2 the Customer shall within 7 days, remove from view all of EQUIWATCH’s Signs and hardware at their own cost. If the Customer fails to do so, EQUIWATCH may enter the Customer’s premises and take possession of any EQUIWATCH branded Sign and hardware.
- 8.1.3 the customer will continue to receive Services after they initiate a cancellation, up to the point of billing renewal. This does not apply where a customer cancels within the 14-day cooling off period.
- 8.1.4 the customer will not receive services from the time and date upon which an account was terminated. The customer will not receive a refund for the remaining portion of their billing cycle.
8.2 EQUIWATCH shall be entitled to charge a fee of £30.00 + VAT (per call) to a Customer for any calls made to the EQUIWATCH Helpline that refer to a Customer’s Account after the Account has been terminated or cancelled.
8.3 The accrued rights and liabilities of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination shall not be affected.
8.4 EQUIWATCH shall be entitled to charge for the Services at higher of the then current rate of fees payable by the Customer, or a rate based on the average of the fees payable by the Customer during the previous 12 months.
8.5 Customers have a right to cancel their membership within 14-days of first purchase (the ‘cooling-off’ period) for any reason. Customers who cancel within the 14 day period will receive a refund less £30 for each sign included within their membership due to each sign being manufactured on a custom basis and printed with the Customer’s unique reference number. In instances where a customer has purchased a membership where the initial membership payment is less than the value of the signs, the customer will receive no refund and will be charged for the balance of the value of the signs, with the balance due within 7-day of the invoice being sent to the Customer’s email address.
9. CHARGES AND PAYMENT
9.1 Unless otherwise agreed in writing by EQUIWATCH or specified in the Services Specific Terms, all sums due to EQUIWATCH under the Contract shall be payable within 14 days of receipt of EQUIWATCH’s invoice, or immediately in the case where payment is taken through https://equi-watch.co.uk.
9.2 All invoices submitted by EQUIWATCH shall be treated as agreed unless the Customer notifies EQUIWATCH in writing of any discrepancies within 7 days of the date of the invoice.
9.3 All charges under the Contract shall be subject to VAT at the prevailing rate and shall be paid in full by the Customer without any set-off, counterclaim, deduction or withholding (other than any deduction of withholding tax as required by law).
9.4 EQUIWATCH, in consultation with the Customer, may at its revocable discretion assign to the Customer a credit limit and shall notify the Customer of such limit in writing. In the event the aggregate value outstanding from the Customer at any time exceeds this limit, EQUIWATCH reserves the right to demand immediate payment of any such excess amount and any failure by the Customer to pay may result in a suspension of the Services and/or termination of the Contract in accordance with these Conditions.
9.5 EQUIWATCH will process payment by the agreed means and make available for viewing or download on the EQUIWATCH portal a copy of an invoice or provide the Customer with an invoice electronically.
9.6 EQUIWATCH may increase the charges for the Services on an annual basis. In the event of any increase over and above the percentage increase in the Retail Prices Index in the preceding 12-month period, EQUIWATCH shall give the Customer 30 days’ notice by email together with the reasons for such increase.
9.7 Without prejudice to any other right or remedy that it may have (including the right to claim a higher rate of interest under the Late Payment of Commercial Debts (Interest) Act 1998), if the Customer fails to pay EQUIWATCH on the due date, EQUIWATCH may:
- 9.7.1 charge interest on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of RBS plc, accruing on a daily basis and compounded quarterly until payment is made, whether before or after any judgment and the Customer shall pay the interest immediately on demand; and
- 9.7.2 suspend all Services until payment has been made in full.
10. EQUIPMENT AND SOFTWARE
10.1 The Customer shall not reproduce the Signs or hardware, and shall not modify it. The Customer shall not transfer the Signs or hardware to a third party.
10.2 The Customer acknowledges that, where EQUIWATCH does not own any hardware supplied, the Customer’s use of rights is conditional on EQUIWATCH obtaining a written licence or sub-licence from the relevant licensor on such terms as will entitle EQUIWATCH to licence such rights to the Customer.
11. DATA PROTECTION AND CALL MONITORING
11.1 EQUIWATCH and the Customer acknowledge that for the purposes of all applicable data protection and privacy legislation in force from time to time in the UK, including the General Data Protection Regulation ((EU) 2016/679) as amended and incorporated into UK law under the UK European Union (Withdrawal) Act 2018 (the “GDPR”); the Data Protection Act 2018 (“DPA”); and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended (the “Data Protection Laws”), the Customer is the data controller and EQUIWATCH is the data processor in relation to personal data (“Personal Data”).
11.2 EQUIWATCH shall process all Personal Data relating to the Customer, the Customer’s directors, employees, contractors and consultants and any person or organisation from whom EQUIWATCH receives a telephone call, fax or email for or on behalf of the Customer (a “Caller”) or any Customer who uses a live chat communication platform and/or text based communications via the platform strictly in accordance with the Data Protection Laws. This Personal Data may include names, email addresses, telephone numbers, dates of birth and any other types of personal data provided by Callers and visitors to EQUIWATCH.
11.3 For the purposes of the Contract, “process” means any operation or set of operations which is performed on the Personal Data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
11.4 EQUIWATCH shall, having regard to the state of technological development and the cost of implementing any measures, take appropriate technical and organisational measures against the unauthorised or unlawful processing of Personal Data and against the accidental loss or destruction of, or damage to, Personal Data to ensure a level of security appropriate to:
- 11.4.1 the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage; and
- 11.4.2 take reasonable steps to ensure compliance with those measures.
11.5 EQUIWATCH shall ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential. This includes third-parties that EQUIWATCH may use from time to time to assist with the delivery of EQUIWATCH Services.
11.6 EQUIWATCH shall assist the Customer, at the Customer’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under Articles 32 – 36 of the GDPR.
11.7 At the written direction of the Customer, EQUIWATCH shall delete or return Personal Data and copies thereof to the Customer on cancellation or termination of the Contract unless EQUIWATCH is required to retain Personal Data in order to comply with applicable laws.
11.8 EQUIWATCH shall make available to the Customer all information, documentation and assistance reasonably required by the Customer to enable the Customer to verify that EQUIWATCH is in compliance with this clause 11. EQUIWATCH shall permit the Customer (either itself or through third party auditors appointed by the Customer, subject to such third parties being subject to appropriate confidentiality undertakings) to audit EQUIWATCH’s compliance with this clause 11, subject to:
- 11.8.1 a maximum of one audit per year;
- 11.8.2 the Customer providing EQUIWATCH with reasonable prior notice;
- 11.8.3 the parties agreeing the scope, time and date of the audit in advance, subject to all audits being carried out during EQUIWATCH’s normal working hours; and
- 11.8.4 the Customer using all reasonable endeavours to minimise the disruption caused to EQUIWATCH by the audit.
11.9 The Customer acknowledges and agrees that details of the Customer’s name, address and payment record may be submitted to a credit reference agency, and Personal Data will be processed by and on behalf of EQUIWATCH in connection with the Services.
11.10 EQUIWATCH may use anonymised call and chat transcriptions to build models for the improvement and optimisation of the Services. For the avoidance of doubt, these anonymised call and chat transcriptions will not include any Personal Data.
11.11 The Customer shall, in its use of the Services, only monitor or record calls or live chat messages, or instruct EQUIWATCH to monitor or record calls or live chat messages, in accordance with Data Protection Laws. Without prejudice to the generality of the foregoing, the Customer shall be responsible for complying with all requirements under Data Protection Laws to provide notice to Callers, visitors and recipients of the calls or live chat messages and to obtain the necessary consents from the Callers, visitors and recipients of the calls or live chat messages on such monitoring or recording. The Customer specifically warrants that its use of the Services will not violate the rights of any Caller, visitor or a recipient of a call or live chat message that has opted out from monitoring or recording of the calls or live chat messages. Unless otherwise confirmed by the Customer in writing, the Customer hereby instructs EQUIWATCH to monitor and record calls and live chat messages for the purposes of (i) providing the Services (ii) where reasonably necessary, demonstrating that EQUIWATCH is complying with this Agreement and dealing with complaints and data subject requests and (iii) EQUIWATCH’s own training and service improvement purposes, subject to EQUIWATCH only using the call answering part of the call recordings for these purposes.
11.12 The Customer warrants that the Contract and the Services provided under it will not amount to any breach of any contract or arrangements it has with any of its clients or customers.
11.13 Without prejudice to the generality of the other provisions of this clause 11, the Customer warrants that it has and will have all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to EQUIWATCH and the provision of the Services by EQUIWATCH for the duration and purposes of this agreement.
11.14 Data received by EQUIWATCH by a member of the public in relation to a Customer’s account or location will be recorded and stored on systems used by EQUIWATCH to track activity relating to Customer accounts, and the relaying of information to Customers.
12.1 For the purpose of clauses 12.1 and 12.2, “Confidential Information” is defined as:
- 12.1.1 the name, company, firm or organisation, telephone number and other personal and contact details of a Caller or visitor;
- 12.1.2 the nature and content of the call, fax or email including any attachments to the fax or email, and any messages, live chat messages, text messages or voicemails left by the Caller or visitor;
- 12.1.3 the existence of the call, fax or email; and
- 12.1.4 any information identified as confidential at the time of disclosure or ought reasonably to be considered confidential given the nature of the information or the circumstances of disclosure.
12.2 EQUIWATCH undertakes that it shall not at any time during the Contract, and for a period of 5 years after termination of the Contract, disclose to any person any Confidential Information (except as permitted by clause 12.3) relating to: 12.2.1 the Customer and its directors, employees, contractors and consultants; and 12.2.2 a Caller or visitor.
12.3 EQUIWATCH may disclose Confidential Information:
- 12.3.1 disclose to any person any EQUIWATCH Confidential Information, except as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority; or
- 12.3.2 to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out its obligations under or in connection with the Contract. EQUIWATCH shall ensure that its employees, officers, representatives or advisers to whom it discloses Confidential Information comply with this clause 12; and
- 12.3.3 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
12.4 For the purpose of clause 12.5, “EQUIWATCH Confidential Information” shall include any information supplied, whether in writing, orally or otherwise, to the Customer marked as “confidential”, described as “confidential” or any information concerning the business, affairs, customers, clients or suppliers of EQUIWATCH which might reasonably be assumed to be confidential.
12.5 The Customer undertakes that it shall not at any time during the Contract, and for a period of 5 years after termination of the Contract:
- 12.5.1 disclose to any person any EQUIWATCH Confidential Information, except as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority; or
- 12.5.2 use any EQUIWATCH Confidential Information for any purpose not directly connected to the performance of the Contract or exercise of rights under the Contract.
13. LIMITATION OF LIABILITY THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS WITHIN THIS CLAUSE
13.1 This clause 13 sets out the entire financial liability of EQUIWATCH (including any liability for the acts or omissions of its employees, agents, consultants, and subcontractors) to the Customer in respect of:
- 13.1.1 any breach of the Contract including any deliberate personal repudiatory breach or any deliberate breach of the Contract by EQUIWATCH, or its employees, agents or subcontractors;
- 13.1.2 any use made by the Customer of the Services, or the equipment that has been supplied to the Customer under the terms of the Contract or any part of them; and
- 13.1.3 any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract.
13.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
13.3 EQUIWATCH shall not be liable in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise for loss of profits, loss of business, depletion of goodwill and/or similar losses, loss of anticipated savings, loss of goods, loss of contract, loss of use, loss of information/data or any special, indirect, consequential or economic loss, costs, damages, charges or expenses.
13.4 EQUIWATCH’s total liability to the Customer for all claims or liabilities arising in a Contract Year (in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance, or contemplated performance of the Contract) shall not exceed one hundred per cent (100%) of the aggregate amounts paid or payable under the Contract by the Customer during that Contract Year..
13.5 Subject to clause 13.3, unless the Customer notifies EQUIWATCH that it intends to make a claim in respect of an event within 12 months of the event, then EQUIWATCH shall have no liability for that event. The Customer’s notice to EQUIWATCH must be in writing and must identify the event and the grounds for the claim in reasonable detail.
13.6 EQUIWATCH are not liable for any injury, accident, degradation of health, breaches of security, loss or death of any horses.
14. SUPPLY CHAIN
EQUIWATCH shall in respect of each Contract comply with all Relevant Anti-Slavery Requirements and shall not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 4, of the Modern Slavery Act 2015 if such activity, practice or conduct were carried out in the UK.
15. ANTI-BRIBERY AND CORRUPTION MEASURES
EQUIWATCH shall in respect of the performance of each Contract comply with all applicable Anti-Bribery and Corruption Requirements and shall not engage in any activity, practice or conduct which would constitute any breach of or any offence under any applicable AntiBribery and Corruption Requirements.
16. NO OFFERS OF EMPLOYMENT
In order to protect the legitimate business interests of EQUIWATCH, for the duration of the Contract and for a period of 12 months after its termination, the Customer shall not without the prior written consent of EQUIWATCH, solicit the employment of any person employed by EQUIWATCH in the course of developing, supplying, maintaining or supporting the Services, other than by means of a national advertising campaign open to all-comers and not specifically targeted at such staff of EQUIWATCH. If the Customer commits a breach of this clause, it shall pay on demand to EQUIWATCH a sum equal to 6 month’s basic salary of the relevant employee plus the recruitment costs incurred by EQUIWATCH. The parties confirm that these liquidated damages are reasonable and proportionate to protect the legitimate interest of EQUIWATCH.
17.1 The Customer agrees that it will not use the Services for any matter which in the reasonable opinion of EQUIWATCH constitutes any improper, immoral or illegal purpose and confirms that such use constitutes grounds for immediate termination of the Services by EQUIWATCH.
17.2 The Customer undertakes not to send or deliver or cause to be delivered to EQUIWATCH’s premises any noxious, harmful, illegal, immoral, perishable, dangerous or bulky items or materials and in the event of such a delivery EQUIWATCH reserves the right to refuse to accept the items or materials.
17.3 The Customer agrees that it will not use the Services outside the United Kingdom.
17.4 The Customer agrees that it will not transfer or assign their Account to a third party entity, individual, business, organisation, trust, charity or consultancy.
18. FORCE MAJEURE
18.1 EQUIWATCH shall not be liable for failure to perform obligations, if under the Contract, that failure results from any circumstances beyond its reasonable control, including (without limitation) strikes, lock-outs or other industrial disputes (whether involving the workforce of EQUIWATCH or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, earthquake or default of suppliers or subcontractors (“Force Majeure Event”), provided it:
- 18.1.1 has taken all reasonable steps to prevent and avoid the Force Majeure Event;
- 18.1.2 takes all reasonable steps to overcome and mitigate the effects of the Force Majeure Event as soon as reasonably practicable;
- 18.1.3 on becoming aware of the Force Majeure Event, promptly informs the Customer in writing of the Force Majeure Event, the known or anticipated impact of the Force Majeure Event and with a reasonable estimate of the period during which the Force Majeure Event will continue;
- 18.1.4 as soon as is reasonably practicable after becoming aware of the Force Majeure Event, provides written confirmation and reasonable evidence of the Force Majeure Event to the Customer; and
- 18.1.5 notifies the Customer when the Force Majeure Event has concluded.
19.1 EQUIWATCH may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
19.2 The Customer may not assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract, without the prior written consent of EQUIWATCH.
20. ENTIRE AGREEMENT
20.1 The Contract constitutes the entire agreement between the parties 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 Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
20.3 Nothing in this clause shall limit or exclude any liability for fraud.
21.1 Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
21.2 EQUIWATCH may vary the Specification, these Conditions and/or the Services Specific Terms on no less than 30 days’ prior notice to the Customer.
A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
If any provision or part-provision of the Contract 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 the Contract.
24.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email to the address specified by the relevant party.
24.2 Any notice or other communication shall be deemed to have been received: if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; if sent by pre-paid first class post or other next working day delivery service, at 9:00am on the second Business Day after posting or at the time recorded by the delivery service; or, if sent by email, at 9:00am on the next Business Day after transmission.
24.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
25. THIRD PARTY RIGHTS
Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce any term of the Contract.
26. GOVERNING LAW AND JURISDICTION
26.1 The Contract, 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 law of England and Wales.
26.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
Appendix A – SERVICE SPECIFIC TERMS: EQUIWATCH CALL HANDLING
1.1 This section A relates to EQUIWATCH Call Handling Services that EQUIWATCH provides to the Customer.
1.2 Definition: EQUIWATCH Call Handling Services relate the to receipt of inbound communications from Callers, and the onward dissemination of the context of the call to the Customer (subject to the requirements of a Valid Call as described below).
2. SUPPLY OF SERVICES
2.1 EQUIWATCH Call Handling Services operate 24 hours a day across 365(6) days a year. Calls received and handled by EQUIWATCH are subject to the Fair Use and Valid Calls Policy as described below.
2.2 Calls to EQUIWATCH made by Callers are handled by inbound call operators. Inbound call operators may pass information received by Callers to outbound call operators for onward dissemination to Customers.
2.3 In the event that Services relating to telephone answering and outbound calls and communications are specified in the Membership chosen by the Customer, or in the event that EQUIWATCH provides any telephone answering or outbound communication services to the Customer:
- 2.3.1 it is the Customer’s responsibility to ensure EQUIWATCH have an accurate and up-to-date database of Customer and Secondary Contact contact details, including email and telephone number capable of receiving voice calls and SMS;
- 2.3.2 it is the Customer’s responsibility to ensure that all mediums or means required to receive communications are fully operational;
- 2.3.3 it is the Customer’s responsibility to ensure that they have an Active Account.
2.4 Information provided by the Caller to the call handler will be transferred to an outbound EQUIWATCH call handler for onward communication to a Customer with an Active Account.
2.5 Whilst every effort will be made to communicate the full content of the call to the Customer, there may be instances where an abridged version of the call will be communicated. These instances include but are not limited to:
- 2.5.1 Where a Caller is unable to clearly communicate the issue due to poor reception, malfunctioning hardware or excessive background noise;
- 2.5.2 Where a call between the Caller and call handler is cut short / terminated for any reason.
- 2.5.3 Where a Caller only provides limited information.
- 2.5.4 Where a Caller provides information in a language other than English or in a vernacular where certain phrases, words or slang are not able to be interpreted accurately by an EQUIWATCH call handler.
- 2.5.5 Where a Caller provides ancillary information not related to the services of EQUIWATCH or the Customer.
2.6 In instances where the call handler determines that there may be a risk to human life based on the information that the Caller has provided, the call handler will request that the Caller contact the emergency services. In such instances, we will inform the Customer that this request has been made.
2.7 During periods of high demand, calls to Customers may be stacked in order to help manage volume. In such instances every effort will be made to contact Customers as soon as possible. Calls to Customers will be made in the order in which they were received by the outbound EQUIWATCH call handler.
2.8 The Customer responsible for ensuring that EQUIWATCH have the correct contact details on file at all times.
2.9 A Customer may only assign United Kingdom 01, 02 and 07 telephone numbers to their Account.
2.10 The Customer is responsible for ensuring that the numbers assigned to their Account are able to receive communication via SMS.
2.11 The Customer is responsible for providing accurate email addresses assigned to their Account, and that each email address is capable of receiving communications from EQUIWATCH call handlers. EQUIWATCH are not responsible for outbound communications not being received by a Customer or Secondary Contact for any reason, including but not limited to emails being assigned as spam, through mailboxes being at capacity, for delays in receiving emails through server or IT infrastructure, processing delays by email client software or applications, or misconfiguration of server, IP, nameserver or MX records.
2.12 In instances where a Customer has opted for a Membership that includes Secondary Contacts, the Customer and Secondary Contact will be contacted.
2.13 Once a single attempt has been made to communicate with each contact number and / or email provided by the Customer, no further attempts will be made.
2.14 In instances where a Customer has opted for a Membership that includes a phone call, where a Customer or Secondary Contact does not verbally answer a call from EQUIWATCH call handlers, EQUIWATCH may relay information provided by a Caller in the form of a voicemail should that service be available on the Customer’s and / or Secondary Contacts assigned phone number(s).
2.15 No responsibility is assigned to EQUIWATCH for messages not being relayed to a Customer or Secondary Contact at any point and for any reason, including but not limited to:
- 2.15.1 Poor network signal and / or infrastructure;
- 2.15.2 The condition of receiving hardware including but not limited to mobile phone and other electronic communication hardware.;
- 2.15.3 The Customer being uncontactable due to communication receiving devices being turned off, inoperable, on silent mode, on ‘Airplane Mode’ (or similar), unreachable or out of signal reach or being inoperable by the Customer;
- 2.15.4 The Customer or Secondary Contact being unable to access or use communication devices used to receive messages from EQUIWATCH;
- 2.15.5 Any reason as described in clause 2.1;
- 2.15.6 EQUIWATCH will always strive for 100% continuous service without interruption. There may be occasions where unforeseen circumstances cause Service interruption. We will work hard to remedy any interruption in Service in the shortest possible time. In instances where we are unable to provide a full Service, we are not liable for any injury, accident, degradation of health, breaches of security, loss or death of any horses as a result of any missed communication from Callers or to Customers.VALID CALLS POLICY
3. VALID CALLS POLICY
3.1 In order for EQUIWATCH to execute its Services, calls will be monitored as assessed for validity. Calls received from Callers to the EQUIWATCH Helpline that are not deemed to be valid will be terminated.
3.2 For a call made to the EQUIWATCH Helpline to be assessed as valid, it will need to satisfy the following criteria:
- 3.2.1 The call is made within the United Kingdom
- 3.2.2 The call is made to the EQUIWATCH Helpline using the number displayed on a valid EQUIWATCH Sign. Calls made to other numbers provided by EQUIWATCH (e.g., for Customer support, sales or financial departments) are not valid. In such instances, the caller will be requested to call the EQUIWATCH helpline. Calls made to other numbers will not be connected to an EQUIWATCH call hander.
- 3.2.3 The Caller quotes an accurate EQUIWATCH location code as provided on Customer Signs.
- 3.2.4 The EQUIWATCH location code is matched with an active EQUIWATCH membership. In instances where a code is linked to a suspended, cancelled or terminated Account, the call will be terminated and no information from the call will be provided to the Customer.
- 3.2.5 The call directly relates to the welfare of horses and / or customer’s infrastructure at the location of the EQUIWATCH Customer’s Sign. Calls relating to anything other than the welfare of horses or infrastructure will be terminated and no information will be provided to the Customer.
4. FAIR USE POLICY
4.1 In the event of a material increase in the volume of calls received for a Customer which are deemed by EQUIWATCH to be a breach of the Fair Use policy, EQUIWATCH reserves the right to temporarily suspend the Services and shall inform the Customer of this decision orally or in writing as soon as reasonably practicable in accordance with the terms set out in the Fair Use Policy.
4.2 In order to ensure fair coverage to all EQUIWATCH Customers, the provision Services to a Customer is subject to the following terms of Fair Use:
- 4.2.1 That the EQUIWATCH Helpline number is not displayed, disseminated or communicated via any medium, whether electronically, physically or verbally, other than on the Sign provided by EQUIWATCH.
- 4.2.2 That the EQUIWATCH sign is not replicated or duplicated in any form.
- 4.2.3 That the EQUIWATCH Helpline is not used as a way to contact a Customer for matters not directly related to the immediate welfare of a horse(s) or customer’s infrastructure.
- 4.2.4 That the EQUIWATCH sign is not tampered or altered in any way that would suggest that the EQUIWATCH Helpline can be used for anything other than the immediate welfare of a Customer’s horse(s).
- 4.2.5 That EQUIWATCH do not receive an excessive volume of calls (as determined by EQUIWATCH) pertaining to a single EQUIWATCH Account.
- 4.2.6 That EQUIWATCH do not receive an excessive volume of calls (as determined by EQUIWATCH) pertaining to the same reported issue.
- 4.2.7 That each EQUIWATCH Customer takes adequate and reasonable steps to prevent accident, injury, escape and death of horse(s) at a location covered by EQUIWATCH.
4.3 We reserve the right to investigate any suspected violations of EQUIWATCH’s policy of Fair Use. An investigation may include conversations with a Customer or a visit to site to inspect the conditions and environment covered by EQUIWATCH.
4.4 In instances where we suspect that a Customer’s actions violates the terms of Fair Use, the actions we may take, that we deem appropriate, at any time include but are not restricted to:
- 4.4.1 An informal chat on the phone or an informal email asking for a Customer’s cooperation and/or to explain the potential violation of the Fair Use Policy.
- 4.4.2 A formal warning to a Customer.
- 4.4.3 Suspension of an account or service (with or without notice).
- 4.4.4 Restriction of access to all or any part of the Service (with or without notice).
- 4.4.5 Termination of an account (with or without notice).
5. PROVISION OF SIGNS & HARDWARE
5.1 EQUIWATCH will provide a Customer with the quantity of Signs as detailed within the purchased membership. EQUIWATCH will also provide complimentary plastic cable ties for signs.
5.2 Signs provided by EQUIWATCH have a minimum usable life expectancy of 36 months from initial dispatch to a Customer based on the following conditions:
- 5.2.1 That each EQUIWATCH Sign is firmly mounted on a sturdy background (e.g., gate, fence or wall, lorry window);
- 5.2.2 That each EQUIWATCH Sign is securely mounted using the cable ties provided, or an alternative appropriate fixing;
- 5.2.3 That each EQUIWATCH Sign is not placed in an area prone to abrasive forces (e.g., tree or hedge branches, high-volume thoroughfares);
- 5.2.4 That each EQUIWATCH Sign is kept clean and serviceable only through the use of warm water and non-abrasive cleaning cloths;
- 5.2.5 That each EQUIWATCH Sign is not damaged, scratched, bent, altered or modified in any way;
5.3 A Customer is able to request a replacement of the Signs (subject to adherence of the conditions on clause 5.2) after 36 months of continuous Membership (per Account) at no additional cost.
5.4 Replacement Signs not covered by clause 5.3 are able to be purchased at a cost of £30.00 per Sign.
5.5 Additional Signs pertaining to the same Account are able to be purchased at a cost of £30.00 per Sign. Additional Signs are not covered by clause 5.3.
5.6 Ancillary hardware such as plastic cable ties provided by EQUIWATCH are not covered by clause 5.3, and replacements are not provided by EQUIWATCH.
5.7 As each sign is unique to a Customer, please allow up to 14 days for them to arrive at your shipping address.
6. EXTERNAL NOTIFICATION
We may in certain circumstances be legally obliged to disclose information received by us to relevant authorities, regulators, law enforcement agencies and other third parties. In any event, in addition to any other action we may take, we reserve the right to notify these entities of any acts that may constitute unlawful conduct.