Terms & Conditions
1 TERMS AND CONDITIONS OF USE
IF YOU PURCHASE A LICENSE FOR OUR SERVICES, THIS AGREEMENT WILL GOVERN YOUR PURCHASE AND ONGOING USE OF THOSE SERVICES.
BY ACCEPTING THIS AGREEMENT, WHICH IS AUTOMATICLLY IMPLIED BY ACCESSING AND USING THE SERVICE, YOU AGREE TO ADHERE TO THESE TERMS. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU CONFIRM THAT YOU HAVE THE AUTHORITY TO AGREE TO THESE TERMS AND CONDITIONS ON BEHALF OF THE COMPANY OR LEGAL ENTITY. THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
You may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
This Agreement is effective between You and Hart Environmental Ltd as of the date You accepted it.
This Agreement was last updated on 14th June 2023.
1.1 DEFINITIONS used in this document
“Effective Date” shall mean the date when the licence to purchased services commenced.
“Invitation” is an email from a User of the Purchased Services that invites You to view and comment on a particular site.
“Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.
CSLIVE means Construction Soils Live.
“Purchased Services” means Services that You purchase under License.
“Services” means the online, web-based applications and platform CSLIVE accessed via the Website.
“this Agreement” shall consist of:
i) The terms and conditions contained herein and any variations thereof made by Hart Environmental from time to time as indicated on the Website.
ii) License to the service.
“User Guide” means the online user guide for the Services, accessible via the Website, as updated from time to time.
“Company Users” means individuals who are your Employees, work from the address included on the license and authorized by You to use the Services, and who have been supplied user identifications and passwords through CSLIVE.
‘Contractor Users’ may include but are not limited to site managers, site contractors and consultants that require access to a specific site record for the duration of the project; Contractor users do not have access to the license holder dashboard. Contractor users must be authorized by You to use the Service via an email invitation through CSLIVE dashboard. User identifications and passwords must be set up via the invitation link generated in CSLIVE. You must not share company passwords or login details with any other users (Company or Contractor). All users Company and Contractor agree to adhere to these terms and conditions automatically on generating a login profile.
“Website” refers to either www.hartenvironmental.co.uk or www.constructionsoils.co.uk used to access the Services and supporting documents.
“Your Data” means all electronic data or information submitted and entered by You to the Services.
2 PURCHASED SERVICES
Hart Environmental shall make the Purchased Services available to You pursuant to this Agreement and following clearance of full payment of the annual fee during a subscription term (usually 12months). You agree that Your purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Hart Environmental regarding future functionality or features.
Unless otherwise agreed in writing by Hart Environmental, Services are purchased for individual office use. Licenses cannot be shared between offices. Each License requires a named super user who is responsible for adding Company users, managing the personalisation of the company dashboard and managing the subscription. Company User subscriptions may be allocated to no more than the specified number of Users allowed in CSLIVE (currently set at 12, although this number may be increased at Hart Environmental discretion depending on future need, the number of allowable users will not be reduced from 12).
Company Users do not need to be permanently fixed to individuals; new users can replace former users as required.
2.1 USE OF THE SERVICES
Hart Environmental shall: (i) provide to You basic support for the Services at no additional charge, through videos accessible in the Service, (ii) use commercially reasonable efforts to make the Purchased Services available 24 hours a day, 7 days a week, except for: (a) planned downtime (of which Hart Environmental shall give at least 8 hours notice via the Service, or (b) any unavailability caused by circumstances beyond Hart Environmental reasonable control, including but not limited to, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems, or Internet service provider failures or delays, and (iii) provide the Services only in accordance with applicable laws and government regulations.
You shall (i) be responsible for Users’ compliance with this Agreement, (ii) be solely responsible for the accuracy, quality, integrity and legality of Your soil data and of the means by which You acquired Your Data, (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify Hart Environmental promptly of any such unauthorized access or use, (iv) at all times to comply with all access and security procedures, and (v) use the Services only in accordance with the User Guide and applicable laws and government regulations.
You shall not (a) make the Services available to anyone other than Users, (b) sell, resell, rent or lease the Services, (c) use the Services to store or transmit infringing, libellous, or otherwise unlawful or tortuous material, or to store or transmit material in violation of third-party privacy rights, (d) use the Services to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, or (f) attempt to gain unauthorized access to the Services or their related systems or networks.
Services may be subject to other limitations, such as, for example, limits on disk storage space. Any such limitations will be specified in the Service.
CSLIVE uses session cookies containing encrypted information to allow CSLIVE to uniquely identify You. Each time You log into the Service, a session cookie containing an encrypted, unique identifier that is tied to Your User Subscription is placed on Your computer by Your browser. Session cookies are required to use the Services.
If You disable Your web browser’s ability to accept cookies, You will not be able to use the Services.
In version 1.0 of CSLIVE an annual license includes:
- a company super user
- up to 12 additional company users
- a personalised dashboard
- unlimited site forms for donor, receiver and site or origin scenarios dealing with clean naturally occurring soils or aggregates
- access for multiple contractors and consultants to support soil management at each stage of the project
- tracking of all updates and entries
- production of a pdf report at the end of the job to support verification of material management plans
- resource sharing map accessible by all company and contractor users
CSLIVE has been developed for use within a planning context, primarily for residential developers moving clean naturally occurring soils on and between sites. CSLIVE will also be useful for commercial developers and contractors responsible for delivering the design and build phase of projects, where part of the contract is development and implementation of a material management plan.
CSLIVE is not designed for the advertisement and sale of manufactured soils or recovered soils from permitted facilities. License applications from businesses operating such facilities will be denied. License holders found to be using CSLIVE as a means to advertise and sell soils from permitted facilities will be issued with a warning, that such activities are in breach of these T&Cs. If such activity continues licenses will be revoked.
3 FEES AND PAYMENT FOR PURCHASED SERVICES
Fees for each license are clearly indicated on the webpage and are payable in full prior to access and use of the service. Fees are quoted and payable in pounds sterling. Fees are based on services purchased and not actual usage. Payment obligations are non-cancellable and fees paid are non-refundable, although a 14day cooling off period is permitted providing no Users, sites or data have been added to the Service. The subscription Effective Date starts from the date the subscription is paid in full.
3.1 Invoicing and Payment.
To become a Licensed user of our software the company details and PO reference should be sent via the website. An invoice will be generated and emailed back to the named person included in the contact information, payment can be made via BACS. The login code will be sent only once payment has been received and validated.
Invoiced charges are due net 30 days from the invoice date. You are responsible for maintaining complete and accurate billing and contact information in the Services.
Repeat annual subscriptions can be set up to automatically renew licenses, all information for repeat subscriptions will be held with the invoice in Hart Environmental secure accounting software. Subscription payments can be updated and cancelled in the Super Admin profile, under company settings. A reminder email will be sent to the Super Admin Users with updated invoices at least 6weeks before the end of each annual subscription. Any cancelation of payment within 48hrs of the due date is unlikely to be processed in time to stop the payment. We take no responsibility for refunds of payments taken if insufficient time is given by you to cancel your subscription. However, at our discretion, we may be able to provide refunds in certain situations and you should email info@constructionsoils.co.uk.
3.2 Suspension of Service and Acceleration.
If no payment is received no access will be granted. If subscription invoices are not paid in full within 30days of the invoice date, a notification email will be issued advising that failure to pay in full in the next 10 days will result in your CSLIVE License being locked.
Emails notifying users of the upcoming renewal will be sent 2months before the end of the license period.
3.3 Payment Disputes.
Hart environmental shall not exercise their rights as set out above if the applicable charges are under reasonable and good-faith dispute and You are cooperating diligently to resolve the dispute.
3.4 Taxes.
CSLIVE license fee does not include value-added tax (VAT), this will be added during the payment process.
4 PROPRIETARY RIGHTS
Subject to the limited rights expressly granted hereunder, Hart Environmental reserve all rights, title and interest in and to the Services, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set in these T&Cs.
You shall not (i) permit any third party to access the Services except as permitted herein, (ii) create derivate works based on the Services, (iii) copy, frame or mirror any part or content of the Services, other than for Your own internal business purposes and within the express scope the service was intended to support, (iv) reverse engineer the Services, or (v) access the Services in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Services.
You exclusively own all rights, title and interest in and to all of Your Data. If You chose not to renew your License it is your responsibility to ensure you have copies of all relevant information included in CSLIVE. It is recommended that a report is run for all sites, including archive sites before the License is allowed to lapse (see also section 8 Term & Termination).
Hart Environmental shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by You, Company Users and Contractor Users, relating to the operation of the Services.
5 CONFIDENTIALITY
As used herein, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
Your Confidential Information shall include Your Data; Hart Environmental Confidential Information shall include these Services; and Confidential Information of each party shall include the terms and conditions of this Agreement and all invoicing details, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party within the context of the licensed service.
However, Confidential Information (other than Your Data) shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed by Hart Environmental, (ii) was known to the Receiving Party prior to its disclosure, without breach of any obligation owed, (iii) is received from a third party without breach of any obligation owed, or (iv) was independently developed by the Receiving Party.
Without limiting the above, Hart Environmental shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data. Hart Environmental shall not (a) modify Your Data, (b) disclose Your Data except as compelled by law or as expressly permitted in writing by You, or (c) access Your Data except to provide the Services or prevent or address service or technical problems, or at Your request in connection with customer support matters.
6 WARRANTIES AND DISCLAIMERS
Hart Environmental warrant that (i) the Services shall perform materially in accordance with the User Guide videos, the functionality of the Services will not be materially decreased during a subscription term.
The Services are provided for indicative purposes only and represent Hart Environmental interpretation of published technical guidance. CSLIVE v1.0 does not:
- remove the need to follow codes of practice, quality protocols, resource frameworks
- remove the need for Material Management Plans and Qualified Person declarations (as required)
- replace waste duty of care obligations
- include an upload function for waste transfer notes, laboratory certificates or reports, although there are free text boxes to include document references, which should be used.
- provide a tracking option for remediated soils or anthropogenic material (made ground). It is anticipated this will be included in later versions
None of the Services, documentation, and/or Website are subject to any warranty or condition, express or implied, including, without limitation, any warranty of satisfactory quality, fitness for a particular purpose or use, and non-infringement. Hart Environmental does not warrant or guarantee that the provision of any Services, documentation or Website access will be error free or uninterrupted.
You acknowledge that electronic communications, databases and websites are subject to errors and tampering and that, notwithstanding Hart Environmental use of reasonable security precautions, Hart Environmental does not guarantee or warrant that such events will not take place.
7 LIMITATION OF LIABILITY
IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER OR, WITH RESPECT TO ANY SINGLE INCIDENT, THE AMOUNT PAID BY YOU IN THE 12 MONTHS PRECEDING THE INCIDENT. THE FOREGOING SHALL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER SECTION 3 (FEES AND PAYMENT FOR PURCHASED SERVICES).
IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
8 TERM AND TERMINATION
This Agreement commences on the date You accept it and continues until all User subscriptions granted in accordance with this Agreement have expired or been terminated. If You elect to opt out of using the Services within the 14-day cool off period and, this Agreement will terminate at the end of the 14-day period.
A party may terminate this Agreement for cause: (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
Upon request by You made within 30 days after the effective date of termination of a Purchased Services subscription, Hart Environmental will make available to You your dashboard, for a period of 5days for the express purpose of downloading a pdf file of Your Data for each site. After such 30-day period, Hart Environmental shall have no obligation to maintain or provide any of Your Data and shall thereafter, unless legally prohibited, delete all of Your Data in CSLIVE system.
Surviving Provisions. Section 3 (Fees and Payment for Purchased Services), 4 (Proprietary Rights), 5 (Confidentiality), 6 (Disclaimer), 7 (Limitation of Liability), 8 (Refund or Payment upon Termination) & (Return of Your Data), 9 (Governing Law) and 11 (General Provisions) shall survive any termination or expiration of this Agreement.
9 GOVERNING LAW
This Agreement shall be governed by and construed in accordance with English law and the parties herby submit to the exclusive jurisdiction of the English courts.
10 FORCE MAJEURE
Hart Environmental shall have no liability to the Customer under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes, 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 or default of suppliers or sub-contractors, in the latter case provided that the Customer is notified of such an event and its expected duration.
11 GENERAL PROVISIONS
The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
There are no third-party beneficiaries to this Agreement.
No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
Provisions of this Agreement which either are expressed to survive expiry or termination of this Agreement or from their nature or context it is contemplated that they are to survive such expiry or termination, shall remain in full force and effect notwithstanding such expiry or termination.
You shall pay on demand all of Hart Environmental reasonable lawyer’s fees and other costs incurred to collect any fees or charges due under this Agreement following Your breach of Section 3 (Invoicing and Payment).
Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld).
1 TERMS AND CONDITIONS OF USE
IF YOU PURCHASE A LICENSE FOR OUR SERVICES, THIS AGREEMENT WILL GOVERN YOUR PURCHASE AND ONGOING USE OF THOSE SERVICES.
BY ACCEPTING THIS AGREEMENT, WHICH IS AUTOMATICLLY IMPLIED BY ACCESSING AND USING THE SERVICE, YOU AGREE TO ADHERE TO THESE TERMS. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU CONFIRM THAT YOU HAVE THE AUTHORITY TO AGREE TO THESE TERMS AND CONDITIONS ON BEHALF OF THE COMPANY OR LEGAL ENTITY. THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
You may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
This Agreement is effective between You and Hart Environmental Ltd as of the date You accepted it.
This Agreement was last updated on 14th June 2023.
1.1 DEFINITIONS used in this document
“Effective Date” shall mean the date when the licence to purchased services commenced.
“Invitation” is an email from a User of the Purchased Services that invites You to view and comment on a particular site.
“Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.
CSLIVE means Construction Soils Live.
“Purchased Services” means Services that You purchase under License.
“Services” means the online, web-based applications and platform CSLIVE accessed via the Website.
“this Agreement” shall consist of:
i) The terms and conditions contained herein and any variations thereof made by Hart Environmental from time to time as indicated on the Website.
ii) License to the service.
“User Guide” means the online user guide for the Services, accessible via the Website, as updated from time to time.
“Company Users” means individuals who are your Employees, work from the address included on the license and authorized by You to use the Services, and who have been supplied user identifications and passwords through CSLIVE.
‘Contractor Users’ may include but are not limited to site managers, site contractors and consultants that require access to a specific site record for the duration of the project; Contractor users do not have access to the license holder dashboard. Contractor users must be authorized by You to use the Service via an email invitation through CSLIVE dashboard. User identifications and passwords must be set up via the invitation link generated in CSLIVE. You must not share company passwords or login details with any other users (Company or Contractor). All users Company and Contractor agree to adhere to these terms and conditions automatically on generating a login profile.
“Website” refers to either www.hartenvironmental.co.uk or www.constructionsoils.co.uk used to access the Services and supporting documents.
“Your Data” means all electronic data or information submitted and entered by You to the Services.
2 PURCHASED SERVICES
Hart Environmental shall make the Purchased Services available to You pursuant to this Agreement and following clearance of full payment of the annual fee during a subscription term (usually 12months). You agree that Your purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Hart Environmental regarding future functionality or features.
Unless otherwise agreed in writing by Hart Environmental, Services are purchased for individual office use. Licenses cannot be shared between offices. Each License requires a named super user who is responsible for adding Company users, managing the personalisation of the company dashboard and managing the subscription. Company User subscriptions may be allocated to no more than the specified number of Users allowed in CSLIVE (currently set at 12, although this number may be increased at Hart Environmental discretion depending on future need, the number of allowable users will not be reduced from 12).
Company Users do not need to be permanently fixed to individuals; new users can replace former users as required.
2.1 USE OF THE SERVICES
Hart Environmental shall: (i) provide to You basic support for the Services at no additional charge, through videos accessible in the Service, (ii) use commercially reasonable efforts to make the Purchased Services available 24 hours a day, 7 days a week, except for: (a) planned downtime (of which Hart Environmental shall give at least 8 hours notice via the Service, or (b) any unavailability caused by circumstances beyond Hart Environmental reasonable control, including but not limited to, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems, or Internet service provider failures or delays, and (iii) provide the Services only in accordance with applicable laws and government regulations.
You shall (i) be responsible for Users’ compliance with this Agreement, (ii) be solely responsible for the accuracy, quality, integrity and legality of Your soil data and of the means by which You acquired Your Data, (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify Hart Environmental promptly of any such unauthorized access or use, (iv) at all times to comply with all access and security procedures, and (v) use the Services only in accordance with the User Guide and applicable laws and government regulations.
You shall not (a) make the Services available to anyone other than Users, (b) sell, resell, rent or lease the Services, (c) use the Services to store or transmit infringing, libellous, or otherwise unlawful or tortuous material, or to store or transmit material in violation of third-party privacy rights, (d) use the Services to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, or (f) attempt to gain unauthorized access to the Services or their related systems or networks.
Services may be subject to other limitations, such as, for example, limits on disk storage space. Any such limitations will be specified in the Service.
CSLIVE uses session cookies containing encrypted information to allow CSLIVE to uniquely identify You. Each time You log into the Service, a session cookie containing an encrypted, unique identifier that is tied to Your User Subscription is placed on Your computer by Your browser. Session cookies are required to use the Services.
If You disable Your web browser’s ability to accept cookies, You will not be able to use the Services.
In version 1.0 of CSLIVE an annual license includes:
- a company super user
- up to 12 additional company users
- a personalised dashboard
- unlimited site forms for donor, receiver and site or origin scenarios dealing with clean naturally occurring soils or aggregates
- access for multiple contractors and consultants to support soil management at each stage of the project
- tracking of all updates and entries
- production of a pdf report at the end of the job to support verification of material management plans
- resource sharing map accessible by all company and contractor users
CSLIVE has been developed for use within a planning context, primarily for residential developers moving clean naturally occurring soils on and between sites. CSLIVE will also be useful for commercial developers and contractors responsible for delivering the design and build phase of projects, where part of the contract is development and implementation of a material management plan.
CSLIVE is not designed for the advertisement and sale of manufactured soils or recovered soils from permitted facilities. License applications from businesses operating such facilities will be denied. License holders found to be using CSLIVE as a means to advertise and sell soils from permitted facilities will be issued with a warning, that such activities are in breach of these T&Cs. If such activity continues licenses will be revoked.
3 FEES AND PAYMENT FOR PURCHASED SERVICES
Fees for each license are clearly indicated on the webpage and are payable in full prior to access and use of the service. Fees are quoted and payable in pounds sterling. Fees are based on services purchased and not actual usage. Payment obligations are non-cancellable and fees paid are non-refundable, although a 14day cooling off period is permitted providing no Users, sites or data have been added to the Service. The subscription Effective Date starts from the date the subscription is paid in full.
3.1 Invoicing and Payment.
To become a Licensed user of our software the company details and PO reference should be sent via the website. An invoice will be generated and emailed back to the named person included in the contact information, payment can be made via BACS. The login code will be sent only once payment has been received and validated.
Invoiced charges are due net 30 days from the invoice date. You are responsible for maintaining complete and accurate billing and contact information in the Services.
Repeat annual subscriptions can be set up to automatically renew licenses, all information for repeat subscriptions will be held with the invoice in Hart Environmental secure accounting software. Subscription payments can be updated and cancelled in the Super Admin profile, under company settings. A reminder email will be sent to the Super Admin Users with updated invoices at least 6weeks before the end of each annual subscription. Any cancelation of payment within 48hrs of the due date is unlikely to be processed in time to stop the payment. We take no responsibility for refunds of payments taken if insufficient time is given by you to cancel your subscription. However, at our discretion, we may be able to provide refunds in certain situations and you should email info@constructionsoils.co.uk.
3.2 Suspension of Service and Acceleration.
If no payment is received no access will be granted. If subscription invoices are not paid in full within 30days of the invoice date, a notification email will be issued advising that failure to pay in full in the next 10 days will result in your CSLIVE License being locked.
Emails notifying users of the upcoming renewal will be sent 2months before the end of the license period.
3.3 Payment Disputes.
Hart environmental shall not exercise their rights as set out above if the applicable charges are under reasonable and good-faith dispute and You are cooperating diligently to resolve the dispute.
3.4 Taxes.
CSLIVE license fee does not include value-added tax (VAT), this will be added during the payment process.
4 PROPRIETARY RIGHTS
Subject to the limited rights expressly granted hereunder, Hart Environmental reserve all rights, title and interest in and to the Services, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set in these T&Cs.
You shall not (i) permit any third party to access the Services except as permitted herein, (ii) create derivate works based on the Services, (iii) copy, frame or mirror any part or content of the Services, other than for Your own internal business purposes and within the express scope the service was intended to support, (iv) reverse engineer the Services, or (v) access the Services in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Services.
You exclusively own all rights, title and interest in and to all of Your Data. If You chose not to renew your License it is your responsibility to ensure you have copies of all relevant information included in CSLIVE. It is recommended that a report is run for all sites, including archive sites before the License is allowed to lapse (see also section 8 Term & Termination).
Hart Environmental shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by You, Company Users and Contractor Users, relating to the operation of the Services.
5 CONFIDENTIALITY
As used herein, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
Your Confidential Information shall include Your Data; Hart Environmental Confidential Information shall include these Services; and Confidential Information of each party shall include the terms and conditions of this Agreement and all invoicing details, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party within the context of the licensed service.
However, Confidential Information (other than Your Data) shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed by Hart Environmental, (ii) was known to the Receiving Party prior to its disclosure, without breach of any obligation owed, (iii) is received from a third party without breach of any obligation owed, or (iv) was independently developed by the Receiving Party.
Without limiting the above, Hart Environmental shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data. Hart Environmental shall not (a) modify Your Data, (b) disclose Your Data except as compelled by law or as expressly permitted in writing by You, or (c) access Your Data except to provide the Services or prevent or address service or technical problems, or at Your request in connection with customer support matters.
6 WARRANTIES AND DISCLAIMERS
Hart Environmental warrant that (i) the Services shall perform materially in accordance with the User Guide videos, the functionality of the Services will not be materially decreased during a subscription term.
The Services are provided for indicative purposes only and represent Hart Environmental interpretation of published technical guidance. CSLIVE v1.0 does not:
- remove the need to follow codes of practice, quality protocols, resource frameworks
- remove the need for Material Management Plans and Qualified Person declarations (as required)
- replace waste duty of care obligations
- include an upload function for waste transfer notes, laboratory certificates or reports, although there are free text boxes to include document references, which should be used.
- provide a tracking option for remediated soils or anthropogenic material (made ground). It is anticipated this will be included in later versions
None of the Services, documentation, and/or Website are subject to any warranty or condition, express or implied, including, without limitation, any warranty of satisfactory quality, fitness for a particular purpose or use, and non-infringement. Hart Environmental does not warrant or guarantee that the provision of any Services, documentation or Website access will be error free or uninterrupted.
You acknowledge that electronic communications, databases and websites are subject to errors and tampering and that, notwithstanding Hart Environmental use of reasonable security precautions, Hart Environmental does not guarantee or warrant that such events will not take place.
7 LIMITATION OF LIABILITY
IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER OR, WITH RESPECT TO ANY SINGLE INCIDENT, THE AMOUNT PAID BY YOU IN THE 12 MONTHS PRECEDING THE INCIDENT. THE FOREGOING SHALL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER SECTION 3 (FEES AND PAYMENT FOR PURCHASED SERVICES).
IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
8 TERM AND TERMINATION
This Agreement commences on the date You accept it and continues until all User subscriptions granted in accordance with this Agreement have expired or been terminated. If You elect to opt out of using the Services within the 14-day cool off period and, this Agreement will terminate at the end of the 14-day period.
A party may terminate this Agreement for cause: (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
Upon request by You made within 30 days after the effective date of termination of a Purchased Services subscription, Hart Environmental will make available to You your dashboard, for a period of 5days for the express purpose of downloading a pdf file of Your Data for each site. After such 30-day period, Hart Environmental shall have no obligation to maintain or provide any of Your Data and shall thereafter, unless legally prohibited, delete all of Your Data in CSLIVE system.
Surviving Provisions. Section 3 (Fees and Payment for Purchased Services), 4 (Proprietary Rights), 5 (Confidentiality), 6 (Disclaimer), 7 (Limitation of Liability), 8 (Refund or Payment upon Termination) & (Return of Your Data), 9 (Governing Law) and 11 (General Provisions) shall survive any termination or expiration of this Agreement.
9 GOVERNING LAW
This Agreement shall be governed by and construed in accordance with English law and the parties herby submit to the exclusive jurisdiction of the English courts.
10 FORCE MAJEURE
Hart Environmental shall have no liability to the Customer under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes, 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 or default of suppliers or sub-contractors, in the latter case provided that the Customer is notified of such an event and its expected duration.
11 GENERAL PROVISIONS
The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
There are no third-party beneficiaries to this Agreement.
No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
Provisions of this Agreement which either are expressed to survive expiry or termination of this Agreement or from their nature or context it is contemplated that they are to survive such expiry or termination, shall remain in full force and effect notwithstanding such expiry or termination.
You shall pay on demand all of Hart Environmental reasonable lawyer’s fees and other costs incurred to collect any fees or charges due under this Agreement following Your breach of Section 3 (Invoicing and Payment).
Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld).
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