1. Information about us and our service
1.1 Tio is a cloud-based service that facilitates task and record management, physical asset management and reporting to comply with fire and safety legislation, as well as other legislation and best practice in: asset management; maintenance and servicing; facilities management and premises ownership (the “Service”).The Service is accessible via www.tiofiresafety.com and related apps, domains, APIs and authorised platforms and routes. The Service is provided by COGNISCION Ltd (“we”, “us” or “our”). We are registered in England and Wales under company number 10664317 and have our registered office at Tio Fire Safety, Estate Office, Belmont Estate, Bristol Road, Wraxhall, BS48 1NF.
1.2 The Service is designed to create online records and provide other related services and functions for individuals, organisations and companies responsible for the testing and maintenance of assets and procedures, as well as other aspects of building management and safety.
2. Subscribers, Users and your liability to Users
2.1 Those who purchase this Service are Subscribers, and we refer to “you” and “your” in these Terms in your capacity as a Subscriber.
2.2 In these Terms, Users are those who are given some form of access to the Service by Subscribers. Users can be individuals such as (but not exclusively or exhaustively) nominated deputies, fire safety advisers, risk assessors, insurers, fire and rescue services, building, property and premises owners, building occupants and tenants, fire safety organisations, manufacturers and providers of products and services, service and subcontracting organisations or individuals and businesses and authorised third parties all of which, to the extent they use this Service, will collectively constitute “Users”.
2.3 You are responsible for your Users’ use of the Service and compliance with these Terms. Our responsibility and liability under these Terms is only to Subscribers to whom we are contracted to provide the Service. Where a User uses the Service:
2.3.1 on behalf of a Subscriber, or
2.3.2 as part of a separate agreement (approved by us) between the User and the Subscriber,
2.4 We do not accept any responsibility to those Users. The functionality of the Service may differ depending on the profile assigned by the Subscribers or their assigned administrators or Users.
3. Information about these terms
3.1 These terms and conditions (“Terms”) govern the provision of the Service by us. Please read these Terms carefully as you must accept them when signing up or using the Service. If you do not accept and abide by these Terms, you may not use the Service. If you continue to use the Service then you are deemed to have accepted these Terms.
3.2 We may change these Terms at any time by amending this document. We may notify you by email or Tio’s internal notifications system if significant changes are made, but please check this document from time to time as any changes will be binding on you if you continue to use the Service.
3.3 These Terms are governed by the laws of England and Wales and the courts of England and Wales will have exclusive jurisdiction over any dispute arising out of or in connection with these Terms.
4. Other terms that may apply to you
4.1 There may be other terms that apply when you and your Users use the Service. In particular, please note that our Privacy Notice (found at www.tiofiresafety.com/legal) applies to certain information that you and your Users provide to us.
5. Changes to the Service
5.1 The Service is provided on an ‘as is’ basis. We may update the Service from time to time and may change any of the content that is uploaded by us or our partners at any time. However, we are under no obligation to update the Service and we do not guarantee that the Service, or any content on it, will be free from errors or omissions.
5.2 We may modify, suspend or discontinue the Service with or without notice at any time and without any liability to you.
6. Availability of the Service
6.1 By using the Service, you acknowledge that the Service is provided on an “as is” and “as available” basis. We do not guarantee that the Service, or any content or data in it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of the Services at any time. We will try to give you reasonable notice of any suspension or withdrawal. We will reasonably endeavour to facilitate the download or export of data should any suspension or withdrawal occur, but we cannot guarantee the availability or timescale for this. We do not accept any responsibility for your or any Users’ compliance or non-compliance with UK fire and safety legislation, or any other legislation, code of practice, guidance or best practice, and you should ensure that you have appropriate back up measures should the Service be unavailable or cease.
7. Support services
7.1 Subscribers and Users have access to certain online and telephone support services, details of which are shown within the Service (“Support Services”). We will use reasonable efforts to address any issues you may have (which includes but is not limited to providing remote support to resolve any issues with your access to the Service), however the Support Services are provided on an “as is” and “as available” basis, and we cannot guarantee that all issues may be fixed.
8. Your location
8.1 The Service is currently intended for use by persons located within the UK and the UK’s laws and regulations in relation to fire safety only. If you or your Users attempt to access the Service outside the UK, we cannot guarantee that the Service will be available nor that it will be applicable to the laws and regulations on fire safety in your country. In accordance with clause 2.2 we may, at any point, change the Terms to include other overseas jurisdictions.
9. Your account and payment
9.1 All Subscribers and Users wishing to create, maintain and/or access records within the Service must both be registered to use the Service and have access to an active account. Registering alone does not automatically give access to records within the Service but is a prerequisite to:
9.1.1 Subscribers being able to invite other Users (such as nominated deputies) to an account; and
9.1.2 Nominated deputies being able to accept an invitation to an account.
9.2 The account is for use by the named account holder and any invited or otherwise registered Users. Upon registration, Subscribers and Users will be required to provide passwords for the purposes of accessing the Services (“Account Details”). You and your Users must not disclose your Account Details to any other party. You are responsible for keeping your and your Users’ Account Details safe and secure.
9.3 We have the right to disable your account and any access rights of you or any Users at any time if, in our reasonable opinion you, or they, have failed to comply with any of the provisions of these Terms.
9.4 If you know or suspect that anyone other than you or your Users knows your or your Users’ Account Details, you must promptly notify us at [email protected].
9.5 If you are a Subscriber (or such other organisation paying on behalf of the Subscribers) payment will be required at some point for your and your Users’ use of our Service and this will be made clear to you when you sign up for an account. The payment terms, such as when payment is due, will, where applicable, be communicated directly to you by way of a separate quote. Acceptance of a quote and purchase of the Service is deemed as acceptance of these Terms, and any conditions incorporated within the quote shall supersede these terms to the extent only of any conflict or inconsistency with the terms of this Agreement.
9.6 Without prejudice to any other rights we have under these Terms, failure to make any payments within thirty (30) days after the due date will result in your account and your and your Users’ rights to use the Service being suspended or terminated, and we shall have the right to charge interest on any outstanding amounts at an annual rate equal to 2% over the then-current base lending rate at the Bank of England at the date of the relevant amounts becoming due, compounded monthly, commencing on the due date and continuing until fully paid.
10. Intellectual property rights and your content and data
10.1 We own all right, title and interest in and to the Service, subject to any rights of licensed 3rd party software, including without limitation all intellectual property rights in the Service and all associated software. These rights are protected by international intellectual property laws. We are the owner or licensee of all content and rights in and to the Service.
10.2 You and your Users must not copy, download, reproduce, transmit, display, sell, licence, alter, modify or create derivative works from the Service.
10.3 You and your Users retain the intellectual property rights in any data and content that you upload, transmit or store in your or your Users’ account and you grant us (and you shall procure that your Users grant us) a perpetual, non-exclusive, worldwide licence to use such content for the purposes of providing the Service. You also grant us (and you shall also procure that your Users grant us) a perpetual right for us to use the data and content that you and your Users upload for us to carry out and publish statistical analysis, market trends and general research and publicity. We will keep this data and content anonymous unless otherwise agreed with you, or where required to supply data integrity. We may also use your and your Users’ data in order to offer you relevant products and services which we feel may be of interest to you and your organisation and will do this in compliance with our Privacy Notice at www.tiofiresafety.com/legal. Because of the specialist nature of the Service, specific data ownership issues that may supersede this clause 10.3 will be included in the Privacy Notice.
10.4 We will use industry standard, reasonable and appropriate security measures to seek to secure your data and content held by the Service but we make no warranty or representation that the Services are secure. You acknowledge that the Service is ‘as-is’ and ‘as-available’ depending on the Subscriber or User’s own device and internet connection. You also acknowledge that the internet in general is neither secure nor free from harmful material and that information transmitted across it may be intercepted.
11. Third party content
11.1 The Service may include information and materials uploaded by other Subscribers and Users of, or contributors to, the Service. We do not have any obligation to monitor such content and we do not guarantee that such content has been verified or approved by us.
12. Your and your Users’ use of the Service
12.1 You warrant that you have all necessary right, power and authority to enter into these Terms and to perform the obligations set out herein.
12.2 You and your Users must use this Service in compliance with all applicable laws, rules and regulations and in accordance with these Terms. You shall (and you shall ensure that your Users shall) not to use the Service for any unlawful, fraudulent or inappropriate purpose.
12.3 If you and/or your Users upload content to the Service or make contact with other Users of the Service, you and your Users must ensure that it:
12.3.1 is accurate and up to date;
12.3.2 is not unlawful, defamatory, harassing, abusive, fraudulent, obscene or otherwise objectionable (as reasonably determined by us);
12.3.3 does not promote violence, sexually explicit material, illegal activity or discrimination of any kind;
12.3.4 does not contain any viruses, bugs or other malicious code;
12.3.5 does not infringe another person’s rights, including intellectual property rights; and
12.3.6 is not threatening or abusive, and does not cause annoyance, alarm, embarrassment or distress to any other person.
12.4 You warrant that any content you and your Users upload or contributions you and your Users make comply with the standards above, and you indemnify us for any breach of this warranty.
12.5 We have the right to disclose your and your Users’ information as outlined in the Privacy Policy to any third party who is claiming that any content posted or uploaded by you or your Users to the Service constitutes a violation of their intellectual property rights, or of their right to privacy.
12.6 We have the right to remove any content you or your Users upload to the Service if, in our opinion, that content does not comply with the standards above.
12.7 You are ultimately responsible for securing and backing up your and your User’s content and account data, however we make reasonable and industry standard back-up copies of your data and content and we may (where we deem necessary) use reasonable efforts to help you restore lost data.
13. No reliance on information
13.1 The content of the Service is provided for the purpose outlined in clause 1.2 above (“Purpose”). We shall use reasonable endeavours to ensure that the Service complies with the regulations and practices governing the Purpose, but we give no guarantee or warranty that the Service is compliant with these regulations and practices. It is not intended to amount to fire safety advice or any other advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content or operation of the Service.
14. Third party links
14.1 The Service may include links to other sites and resources provided by third parties. These are provided for your and your Users’ information only and should not be interpreted as approval or endorsement by us of those linked websites or information you may obtain from them.
14.2 We have no control over the content of any third-party sites or resources to which we link. Such sites and resources will have their own terms and conditions and you should make sure you and your Users review these before you use those sites.
15. Viruses
15.1 We do not guarantee that the Service will be secure or free from bugs or viruses.
15.2 You are responsible for configuring your and your Users’ information technology, computer programmes and platform to access the Service. You should (and ensure that your Users should) use your own virus protection software.
15.3 You must not (and ensure that your Users must not):
15.3.1 misuse the Service by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful;
15.3.2 attempt to gain unauthorised access to the Service, the server on which the Service is stored or any server, computer or database connected to the Service;
15.3.3 attack the Service via a denial-of-service attack or a distributed denial-of service attack, and if you or your Users breach this clause, your and your Users’ right to use the Service will cease immediately.
16. Term, Termination and cancellation
16.1 As a Subscriber using the Service you (or such other organisation on behalf of the Subscribers) will sign up for a 1 year period (or such period as agreed in a separate quote between you and us) from the date you register an account (being the Initial Contract Period). At the end of the Initial Contract Period, the account will renew automatically for a further 1-year period (unless you provide no less than thirty (30) days’ notice to cancel your use of the Service), at which point we will charge you the applicable fee, advising you only if there is to be a change to the price of the Service.
16.2 After the Initial Contract Period, you can cancel your use of the Service at any time however we reserve the right to retain any sums that you have already paid and will not provide any refunds. We may (but are not obliged to) offer you an introductory period free of charge starting when you register for your account in order for you to evaluate the use of the Service. During any evaluation you will be entitled to cancel your account without paying any further sums. Details of whether you are entitled to an evaluation period and the length of such period shall be set out when you enquire about or register for your account.
16.3 Subscribers and Users may cancel your use of the Service at any time after the Initial Contract Period by providing notice to us at [email protected] or any other method we make available within the Service. Cancelling your account will not affect the licence granted to us by you in respect of your data and content granted under clause 10 above.
16.4 In addition to our rights to terminate set out above, we may also terminate the Service, or suspend or terminate your and your Users’ access to the Service, at any time and for any reason. We will notify you via email of any such termination, suspension or cancellation, which shall be effective immediately upon delivery of the email.
16.5 Subject to your right to request a copy of your data in accordance with clause 16.6 below, in the event of termination howsoever arising, your and your Users’ accounts will be disabled and your and your Users may not be granted access to the accounts or any files, data or other content contained therein.
16.6 In the event of cancellation or termination and upon your request (provided such request is within 30 days of the date of cancellation / termination) we will use reasonable endeavours to provide, in a format as determined by us, a copy of your and your Users’ data and content held by us in respect of the provision of the Services. Details of the data that we will provide are included in the Privacy Notice at www.tiofiresafety.com/legal. If you need further support in the extraction of your data and content then we may provide such support to you subject to payment by you of fees as determined by us and notified to you at the relevant time.
17. Indemnification
17.1 You will indemnify us and our subsidiaries, affiliates, officers, agents and employees against any third-party claim arising out of or connected with your and your Users’ use of the Service.
18. Limitation of liability
18.1 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.
18.2 We exclude all implied conditions, warranties, representations or other terms that may apply to the Service.
18.3 We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or regarding your or your Users’ use of, or inability to use, the Service or your or your Users’ use of or reliance on any content in the Service;
18.4 In particular, we will not be liable for loss of profits, sales, business or revenue; business interruption; loss of anticipated savings; loss or corruption of data, loss of business opportunity, goodwill or reputation; or any indirect or consequential loss or damage.
18.5 Our aggregate liability to you will not in any event exceed an amount equal to the subscription fees paid by you to us in the 12-month period preceding an alleged breach.
19 General
19.1 Force Majeure
19.1.1 We shall not be in breach of these Terms nor liable for any delay in performing, or failure to perform, any of our obligations under these Terms if such delay or failure results from events, circumstances or causes beyond our reasonable control.
19.2 Assignment and other dealings
19.2.1 You may not (and you shall ensure that your Users do not) assign, sub-contract, charge or otherwise transfer or deal with any of your rights or obligations under these Terms without our prior written consent.
19.2.2 We shall be entitled to assign, sub-contract, charge or otherwise transfer or deal with any of our rights or obligations under these Terms without the prior written consent of any user.
19.3 Waiver
19.3.1 A failure or delay by us to exercise any right or remedy provided under these Terms 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 this agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.
19.4 Severance
19.4.1 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.
19.5 Entire agreement
19.5.1 These Terms constitute the entire agreement between you and us, and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to their subject matter.
19.6 Third party rights
19.6.1 No one other than a party to these Terms, their successors and permitted assignees, shall have any right to enforce any of the Terms.