Terms and Conditions

Standard Terms and Conditions of Business for Bolster System's Surveying Software

  1. Definitions

    Administration Site:- the website from which the Customer can access the Web Platform to manage and administer the Licenced Product, currently www.bolstersystems.com.

    Agreement:- the agreement for the purchase of the Licensed Product in accordance with these terms and conditions.

    App:- the Bolster Systems mobile surveying application software, the data supplied with the software, and any associated media.

    Authorised Users:- the Customer’s partners (if the Customer is a partnership), members (if the Customer is a limited liability partnership), officers (if the Customer is a corporate body) and employees who are authorised to access and use the Licenced Product in accordance with these terms and conditions.

    Building Owner:- the owner or its authorised representatives of the building, property or construction (or any part therefore) which is the subject of any use of the Licensed Product.

    Building Owner:- the owner or its authorised representatives of the building, property or construction (or any part therefore) which is the subject of any use of the Licensed Product.

    Commencement Date:- the date the Customer purchases the Licence Product and pays the Subscription Fee.

    Content:- all documents, text, information, data, software, executable code, access codes, images, audio or video material in whatever medium or form comprised in or used with the Licensed Product other than the Customer Data.

    Contract Year:- the 12 month period from the Commencement Date and each succeeding 12-month period.

    Customer:- the customer specified in the Registration Form who is purchasing the Licensed Product.

    Customer Data:- the data inputted by the Customer, Authorised Users, or Bolster on the Customer's behalf for the purpose of using the Licensed Product or facilitating the Customer’s use of the Licensed Product.

    Initial Subscription Term:- the period set out in the Registration Form.

    Intellectual Property Rights:- patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

    Licence:- the user subscription purchased by the Customer that entitles Authorised Users to access and use the Licensed Product, in accordance with these terms and conditions.

    Licensed Product:- access to and use of the Web Platform and/or the App together with any relevant Content, any error corrections or updates that Bolster may provide or perform with respect to the Web Platform and/or the App as specified in the Registration Form.

    Project:- a project to be undertaken by the Customer using the Licensed Product for the Purpose.

    Project Credits:- payment credits allowing the Customer to upload Projects for the Purpose.

    Project Credit Fee:- the fee payable by the Customer for Project Credits as set out in the Registration Form.

    Purpose:- fire safety surveying of buildings and properties and the monitoring and administration of such surveys by the Customer and Authorised Users.

    Registration Form:- Bolster’s order form for the Licensed Product on which the Customer registers for use of the Licensed Product on the relevant product platform.

    Subscription Fee:- the fee payable by the Customer for the use of the Licenced Product as set out in the Registration Form.

    Supplier:- Bolster Systems Limited (company number 09148744) whose registered office is at 7 The Schoolhouse Second Avenue, Trafford Park, Manchester, Greater Manchester, England, M17 1DZ.

    Web Platform:- the web based application software accessed through the Administration Site for the managing and administration of fire safety surveys and associated works.

  2. Commencement and Duration

    This Agreement shall, unless otherwise terminated as provided in clause 10, shall commence on the Commencement Date and shall continue for the Initial Subscription Term and, thereafter shall be automatically renewed for successive periods equal to the Initial Subscription Term (each a “Renewal Period”), unless terminated on not less than 1 month's prior notice in writing to expire on or before the end of the Initial Subscription Term or Renewal Period (as the case may be) and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.

    The Customer must not grant access to and use of the Licensed Product to any third party other than an Authorised User.

  3. Bolster’s Obligations

    Subject to the compliance of the Customer with these terms and conditions Bolster shall use all reasonable endeavours to:

    1. provide the Licensed Product to the Customer on the terms of the Agreement in all material respects;

    2. provide such support to the Customer as is reasonably necessary to allow the Customer and the Authorised Users to use the Licensed Product in accordance with its support policy in effect at the time the Licensed Product is provided and as published on Bolster’s website www.bolstersystems.co.uk, or as otherwise notified to the Customer by Bolster in writing from time to time. Bolster may amend the support policy in its sole and absolute discretion from time to time;

    3. comply with all applicable laws and regulations, including those relating to anti-bribery and anti-corruption.

    On and from the Commencement Date Bolster will provide the Customer with access to the Licensed Product as set out in the Registration Form.

    Bolster does not warrant that (a) the Customer's use of the Licensed Product will be uninterrupted or error-free and the Customer acknowledges that the Licensed Product may be interrupted by planned or unplanned maintenance including but not limited to App store provider updates initiated by Apple; (b) the Licensed Product and/or the information obtained by the Customer through the Licensed Product will meet the Customer's requirements; and

    Bolster will not be responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Licensed Product may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

    The Licensed Product is designed for use with authorised ancillary products only. Bolster does not accept any liability for any loss or damage caused by any use of the Licensed Product with any unauthorised ancillary products. A current list of authorised ancillary products is set out on the Administration Site

  4. Customer’s Obligations

    The Customer shall:

    1. co-operate with Bolster in all matters relating to the Licensed Product;

    2. be responsible (at its own cost) for providing, configuring and maintaining in good working order the necessary equipment and computer networks in accordance with any technical specifications issued by Bolster from time to time for the use of the Licensed Product, including but not limited to the necessary equipment required by the Customer to access the Administration Site and App and the equipment required by the Authorised Users to enable them to use the Licensed Product for the Purpose;

    3. ensure each Authorised User keeps a secure password for his use of the Licensed Product and Content and that each Authorised User shall keep his password confidential;

    4. ensure that each Authorised User accepts and complies with Bolster’s end user licence agreement (“EULA”) for the Licensed Product from time to time;

    5. notify Bolster as soon as it becomes aware of any unauthorised use of the Licensed Product by any person;

    6. not (save as is necessary for the completion or use of the Licensed Product for the Purpose) download, store, reproduce, display, print, distribute, publish the Content whether in whole or part, and in any manner, form or media without the prior written consent of Bolster;

    7. the Customer will be responsible for setting up each Authorised User with access to the relevant Licensed Product. The Customer must ensure that each person having access to the Licensed Product is an Authorised User and uses the Licensed Product only in accordance with these terms and conditions;

    8. not use any information provided by Bolster or obtained by the Customer and Authorised Users by using the Licensed Product to create any software or product where the use is substantially similar to that of the Licensed Product;

    9. not access all or any part of the Licensed Product in order to create a product or service which competes with the Licensed Product;

    10. not use such information in any manner which would be restricted by any copyright subsisting in it;

    11. not use the Licensed Product to provide any similar or other services to third parties;

    12. not license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Licensed Product available to any third party except the Authorised Users.

    If the Customer or any Authorised User breaches the terms of the EULA, Bolster may, without liability to the Customer and not withstanding any other rights or remedies available to it, disable the Customer's and/or any Authorised User’s password, account and access to all or part of the Licensed Product and Content and shall be under no obligation to provide access to the Licensed Product and/or Content until such breach has been remedied and the relevant parties have agreed in writing to comply with the EULA.

  5. Charges and Payments

    In consideration for the provision of the Licensed Product the Customer shall pay to Bolster the Subscription Fee as set out in the Registration Form.

    In consideration for the provision of the Licensed Product the Customer shall pay to Bolster the Subscription Fee as set out in the Registration Form.

    The Subscription Fee for the Licensed Product and the Project Credit Fee for Project Credits shall be reviewed annually, and any increase shall be effective on the commencement of the next Renewal Period.

    Bolster reserves the right to increase the Subscription Fee and the Project Credit Fee following any review but in any event such annual increase to the Subscription Fee shall not be greater than 5% in any Contract Year.

    Without prejudice to any other right or remedy that Bolster may have, if the Customer fails to pay Bolster on the due date:

    1. Bolster may, without liability to the Customer, disable the Customer's and/or any Authorised User’s password, account and access to all or part of the Licensed Product and Content and shall be under no obligation to provide access to the Licensed Product and/or Content while the invoice(s) concerned remain unpaid; and

    2. the Customer shall pay interest on the overdue amount at the rate of 4% per annum above Barclays Bank plc's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment.

  6. Project Credits

    If the Customer intends to upload a Project, to enable the Customer to upload a Project, the Customer must purchase Project Credits. Each upload will require the Customer to utilise a Project Credit.

    Project Credits can be purchased by the Customer at any point during the term of this agreement and the Customer’s current Project Credit balance available will display on the home screen of the Customer’s main account.

    No refunds are given on Project Credits purchased by the Customer.

  7. Intellectual Property Rights and Customer Data

    The Customer acknowledges that all Intellectual Property Rights in the Licensed Products and the Content and in connection with the Licensed Product belong to Bolster.

    The Customer and its Authorised Users shall have no rights in or to the Licensed Product other than the right to use it in accordance with these terms and conditions.

    The Customer will not itself, and will procure that no Authorised User, claim any Intellectual Property Rights in the Licensed Product and/or Content.

    The Customer shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.

    The Customer warrants, represents and undertakes that:

    1. any Customer Data provided to Bolster is owned by the Customer;
    2. it has received the necessary consents or permissions to use the Customer Data in accordance with this Agreement from the applicable owner(s);
    3. the Customer Data does not include any material that is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred or acts of terrorism, menacing, or blasphemous; or
    4. the Customer Data does not infringe any third party Intellectual Property Rights,

    and the Customer shall indemnify Bolster against all damages, losses and expenses arising as a result of any action or claim that the Customer Data breaches the warranties, representations or undertakings set out in this paragraph.

    The Customer shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data. The Customer grants to Bolster a worldwide, non-exclusive, royalty free, sub-licensable irrevocable licence to copy, use and modify the Customer Data for the purpose of carrying out its obligations under this Agreement.

    The Customer acknowledges and agrees that :

    1. any Customer Data or content uploaded to the Licensed Product by the Customer or its Authorised Users may be viewed and utilised by the Building Owner if the Building Owner utilises any Licensed Product for itself. The Customer grants to Bolster a worldwide, non-exclusive, royalty free, sub-licensable, irrevocable licence to allow the Building Owner to utilise any Customer Data or content uploaded to the Licensed Product by the Customer.; and
    2. to the extent that Customer Data or any content uploaded to the Licensed Product is shared, edited and/or modified between the Customer, Authorised Users and/or other authorised users of the Licensed Product to which the Customer has granted permission (or permission has been granted by another customer) to access a Project or uploaded content, the Customer grants a non-exclusive licence to copy, use and modify the Customer Data for the Purpose.

    If Bolster processes any personal data on the Customer's behalf when performing its obligations under this Agreement, the parties record their intention that the Customer shall be the data controller and Bolster shall be a data processor and in any such case:

    1. the Customer acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located in order to provide the Licensed Product and Bolster's other obligations under this Agreement;
    2. the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to Bolster so that Bolster may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's behalf;
    3. the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
    4. Bolster shall process the personal data only in accordance with the terms of this Agreement and any lawful instructions reasonably given by the Customer from time to time; and
    5. each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
  8. Limitation of Liability

    This paragraph sets out the entire financial liability of Bolster (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer:

    1. arising under or in connection with this Agreement;
    2. in respect of any use made by the Customer of the Licensed Products and Content or any part of them; and
    3. in respect of any use made by the Customer of the Licensed Products and Content or any part of them; and

    Except as expressly and specifically provided in this Agreement:

    1. the Customer assumes sole responsibility for results obtained from the use of the Licensed Products and the Content by the Customer, and for conclusions drawn from such use. Bolster shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Bolster by the Customer in connection with the provision of the Licensed Products, or any actions taken by Bolster at the Customer's direction;
    2. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and
    3. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and

    Nothing in this Agreement excludes the liability of Bolster:

    1. for death or personal injury caused by Bolster's negligence; or

    2. for fraud or fraudulent misrepresentation.

    Subject to the above terms:

    1. Bolster shall not be liable whether in tort (including for breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and

    2. Bolster's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the 1.5 times the total Subscription Fees paid during the 12 months immediately preceding the date on which the claim arose.

  9. Termination

    Without affecting any other right or remedy available to Bolster or the Customer either party may terminate the Agreement with immediate effect by giving written notice to the other party if:

    1. the other party fails to pay any amount due under the Agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;

    2. the other party commits a material breach of any other term of the Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;

    3. the other party repeatedly breaches any of the terms of this agreement 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 this agreement; or

    4. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts; or goes into administration or liquidation either compulsorily or voluntarily (save for the purposes of solvent reconstruction or amalgamation); or the other party (being an individual) is the subject of a bankruptcy petition or order; of if a receiver or administrative receiver is appointed in respect of the whole or any part of its assets; or if either party makes an assignment for the benefit of or composition with its creditors generally; or if its ceases to trade; or threatens to do any of the aforementioned things; or if any analogous events occur with respect to either party in any jurisdiction to which it is subject.

    On termination of this Agreement for any reason:

    1. all licences granted under this agreement shall immediately terminate;

    2. the Customer shall (and shall procure that all Authorised Users shall) make no further use of the Licensed Products and Content;

    3. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced; and

    4. clauses which expressly or by implication survive termination shall continue in full force and effect.

  10. Force Majeure

    Neither party shall be in breach of the Agreement nor liable for delay in performing, or failure to perform, any of its obligations under the Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 3 months, the party not affected may terminate this agreement by giving 1 month’s written notice to the affected party.

  11. Notices

    Any notice given under the Agreement shall be in writing and shall be deemed to have been received (a) if delivered by hand on the date of delivery (b) if sent by pre-paid first class post or other next working day delivery service at 9.00 a.m. on the second day after posting or at the time recorded by the delivery service (c) if sent by fax at 9.00 a.m. on the next day after transmission.

  12. Governing Law and Jurisdiction

    The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

    Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims).