Home » T&C Activ online management system
Last updated: 7 July 2024
1. The definitions and rules of interpretation in this condition apply in these terms and conditions (Conditions).
Applicable Data Protection Laws: the General Data Protection Regulation (EU) 2016/679 and any other law in Ireland which relates to the protection of personal data.
Confidential Information: all information, whether technical or commercial, where the information is 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.
Contract: the contract between the Supplier and the Customer for the provision of the System incorporating the Quotation, the Services Agreement and these Conditions.
Customer: the person, firm or company who is provided with a System from the Supplier.
Customer Data: all data and/or content uploaded to the System by the Customer, and in all data derived from it, including personal data.
Customer Personal Data: any personal data which the Supplier processes in connection with this agreement, in the capacity of a processor on behalf of the Customer.
Customer’s Equipment: any equipment, systems, cabling or facilities provided by the Customer and used directly or indirectly in the supply of the System and any Support Services.
Intellectual Property Rights: all intellectual property rights wherever in the world arising, whether registered or unregistered (and including any application), including copyright, know-how, confidential information, trade secrets, business names and domain names, trademarks, service marks, trade names, patents, petty patents, utility models, design rights, semi-conductor topography rights, database rights and all rights in the nature of unfair competition rights or rights to sue for passing off.
Party: a party to the Contract.
Quotation: as defined in the Services Agreement.
Services Agreement: the agreement between the Supplier and the Client for the supply of certification services.
Supplier: Amtivo (Ireland) Limited, a company registered in Ireland under number 303792, whose registered office is at 30 Tower View, Kings Hill, West Malling, Kent, England, ME19 4UY
Support Services: the services provided by the Supplier under the Contract to assist users of the System.
System: the ISO Systems Management Software known as Activ together with any Extras (as defined in the Services Agreement) being supplied to the Customer by the Supplier.
Term: the duration of the Services Agreement.
2. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
3. A reference to writing or written includes faxes and e-mail.
4. References to Conditions are to the Conditions of the Contract as set out herein.
2.1. These Conditions shall:
(a) apply to the provision of the System and Support Services detailed in the Contract; and
(b) prevail over any inconsistent terms or conditions contained, or referred to, in any purchase order, confirmation of order, acceptance of a quotation, or other document supplied by the Customer, or implied by law, trade custom, practice or course of dealing.
2.2. If the Services Agreement contains any terms or conditions that are inconsistent with these Conditions then in relation to such terms or conditions the Conditions shall prevail.
3.1. The System to be delivered under the Contract shall be provided by the Supplier as soon as is reasonably possible after acceptance of the Services Agreement.
4.1. Subject to payment of all Fees and Extras Fees set forth in the Services Agreement, the Supplier grants the Customer, during the Term, a non-exclusive, non-transferable right to access and use the System and Support Services solely for Customer’s internal business purposes. The Customer shall operate the System in accordance with these Conditions and be responsible for the acts and omissions of its agents, subcontractors, consultants or employees in connection with any access or use.
4.2. The Customer shall not (directly or indirectly):
(a) remove any notice of proprietary rights from the System;
(b) modify or reverse engineer any part of the System;
(c) except to the limited extent applicable laws specifically prohibit such restriction, decompile, attempt to derive the source code or underlying ideas or algorithms of any part of the System, attempt to recreate the System or use the System for any competitive purpose;
(d) copy, modify, translate or otherwise create derivative works of any part of the System;
(e) sell, resell, encumber, rent, lease, time-share, distribute, transfer or otherwise use or exploit or make available the System to or for the benefit of any third party; or
(f) use the System to infringe on the Intellectual Property Rights, publicity rights, or privacy rights of any third party, or to store defamatory, trade libelous, or otherwise unlawful data.
5.1. The Supplier shall use reasonable endeavours to deliver the System and any Support Services to the Customer in accordance with the Quotation in all material respects.
5.2. The Supplier warrants to the Customer that:
(a) it has full and sufficient right, title and authority to grant the access to the System and provide the Support Services under the Contract for the permitted uses expressed in the Contract;
(b) it has all and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Contract;
(c) the provision of the System and the provision of the Support Services will be performed in accordance with all applicable laws and regulations and with all reasonable care and skill; and
(d) the disclosure and delivery of any information, documents and other materials, and use thereof, as contemplated by the Contract, the use of the System or provision of the Support Services, will not knowingly infringe or violate any Intellectual Property Rights or right of confidentiality of any third party.
5.3. The Supplier’s warranties under Condition 5.2 shall not apply to Systems modified or used by the Customer otherwise than in accordance with the Contract or the Supplier’s instructions. The Customer shall indemnify the Supplier against all losses, damages, liability, costs and expenses (including reasonable legal fees) incurred by the Supplier in connection with any claim arising from such modification or use.
5.4. The Supplier does not warrant that:
(a) the Customer’s use of the System will be uninterrupted or error-free; or
(b) the System, Quotation and/or the information obtained by the Customer through the System will meet the Customer’s requirements.
5.5. The Supplier is providing the System and Support Services at the Customer’s request and the Customer is responsible for verifying that the information it provides to the Supplier is correct. The Supplier will not be liable for any Systems or Support Services which are incorrect as a result of information provided by the Customer.
6.1. The Customer shall:
(a) co-operate with the Supplier in all matters relating to the delivery of the System and any Support Services;
(b) ensure that all the Customer’s Equipment is in good working order and suitable for the purposes for which it is used in relation to the System and conforms to all relevant standards or requirements;
(c) not use the System for any other user except for the Customer without the Supplier’s express written authorisation. Any such unauthorised use shall be a material breach of the Contract.
6.2. If the Supplier’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, the Supplier shall not be liable for any costs, charges or losses sustained or incurred by the Customer arising directly or indirectly from such prevention or delay.
6.3. The Customer shall be liable to pay to the Supplier, on demand, all reasonable costs, charges or losses sustained or incurred by the Supplier (including, without limitation, any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from the Customer’s fraud, abuse, misuse and/or modification of the System (including negligent misuse or modification), subject to the Supplier confirming such costs, charges and losses to the Customer in writing. This does not affect the Supplier’s rights in respect of any claim for breach of contract or delay in performance by the Customer.
7.1. Except for the rights granted in this Contract, all rights, title, and interest in and to the Intellectual Property Rights in the System are hereby reserved by the Supplier, its affiliates or licensors. Except as provided for herein, all rights, title, and interest in and to the Customer’s Intellectual Property Rights are hereby reserved by the Customer, its affiliates or licensors. Nothing in this Contract shall (a) transfer ownership of any Intellectual Property Rights from one Party to the other, or (b) provide either Party a right to use the other Party’s trade names, logos, or trademarks.
7.2. The Customer owns all right, title and interest in all Customer Data. Nothing in this Contract shall be construed to grant the Supplier any rights in Customer Data beyond those expressly provided herein. The Customer grants the Supplier the limited, non-exclusive right to view and use the Customer Data solely for the purpose of providing the System.
8.1. For the purposes of this Condition 8, the terms controller, processor, data subject, personal data, personal data breach and processing shall have the meaning given to them in the Applicable Data Protection Laws.
8.2. The Customer acknowledges and agrees that details of the Customer’s name, address and payment record may be submitted to a credit reference agency.
8.3. Personal data relating to the Customer’s employees, clients and/or suppliers may be processed on behalf of the Customer by the Supplier for the purposes of, and for the duration of, the delivery of the System and Support Services.
8.4. Both parties will comply with all applicable requirements of Applicable Data Protection Laws. This Condition 4 is in addition to, and does not relieve, remove or replace, a Party’s obligations or rights under Applicable Data Protection Laws.
8.5. The Customer remains legally responsible for the processing of any personal data carried out by the Supplier in relation to the delivery of the System and Support Services, and shall not instruct the Supplier to process personal data where the Customer does not have a secure basis in law to process that data. The Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Customer Personal Data to the Supplier for the duration and purposes of this agreement.
8.6. The Supplier shall at all times process personal data in relation to the delivery of the System and Support Services only on documented instructions from the Customer and in accordance with the Applicable Data Protection Laws, unless required to do so by law.
8.7. The Supplier shall have in place appropriate technical and organisational security measures that protect any personal data it is contracted to process on behalf of the Customer from unauthorised or unlawful processing, accidental loss, destruction or damage.
8.8. The Supplier shall assist the Customer in ensuring compliance with Applicable Data Protection Laws in relation to security of personal data, the notification of personal data breaches and data protection impact assessments.
8.9. The Supplier shall have in place appropriate measures, insofar as this is possible, for the fulfilment of the Customer’s obligation to respond to requests for exercising the data subject’s rights in relation to their personal data.
8.10. The Supplier shall ensure that anybody authorised to process any personal data has committed themselves to maintain its confidentiality.
8.11. Subject to Condition 8.12, the Supplier shall not share any personal data that is processed by the Supplier in relation to the delivery of the System and Support Services with any third party without the prior written permission of the Customer or process personal data on behalf of the Customer in any way or for any purpose that has not been instructed and authorised by the Customer.
8.12. The Supplier uses MyActiv Limited, a company registered in England under number 05954592, whose registered office is at 30 Tower View, Kings Hill, West Malling, Kent ME19 4UY to deliver the System. The Client shall authorise MyActiv Limited to process personal data on behalf of the Supplier in relation to the delivery of the System. The Supplier shall impose the same data protection obligations contained in this Condition 8 on MyActiv Limited by way of a binding contract.
8.13. Where the Supplier transfers personal data processed on behalf of the Customer to any territory outside the European Economic Area, the Supplier shall ensure that all such transfers are effected in accordance with Applicable Data Protection Laws. For these purposes, the Customer shall promptly comply with any reasonable request of the Supplier, including any request to enter into standard data protection clauses adopted by the EU Commission from time to time.
8.14. The Supplier shall make available to the Customer all information necessary to demonstrate compliance with the obligations laid down in this Condition 8 and allow for and contribute to audits, including inspections, conducted by the Customer (or another auditor mandated by the Customer) at the Customer’s expense.
8.15. The Supplier shall, at the choice of the Customer, delete or return any personal data processed on behalf of the Customer to the Customer after the end of the provision of System and Support Services, and delete any existing copies.
8.16. The Supplier shall notify the Customer without undue delay after becoming aware of a security incident relating to any personal data processed on behalf of the Customer.
8.17. The Customer acknowledges and agrees that the Supplier may use the Customer’s name and company logo in its marketing materials unless the Supplier is advised to the contrary in writing by the Customer at any time.
8.18. The Supplier shall have access to the Customer’s System in order to provide Support Services and may collect and use technical information from the Customer’s System for those purposes.
9.1. The Supplier may, from time to time and without notice, change the System and Support Services in order to comply with any applicable safety and/or statutory requirements, and, subject to giving the Customer notice (which in this instance shall include electronic means including notification posted on the System), make changes which, in the reasonable opinion of the Supplier, enhance the nature and scope of the System and Support Services.
9.2. With the exception of any amendments to these Conditions that are necessary to comply with changes to applicable safety and/or statutory requirements (which, for the avoidance of doubt, can be made by the Supplier at any time and will, subject to the Client receiving notice of the change, be immediately binding on the Client) these Conditions cannot be varied except in writing signed by a duly authorised representative of both the Parties.
Get Started on Your Certification Journey Now
Your certification costs will depend on the size of your business, location, and the sector you’re in.
It looks as though you are visiting from
Welcome to the Amtivo Group website.
Our teams are based in offices across Asia, Europe, and the Americas. To access a regional website, please choose your location from the list below. Alternatively, you can continue to our group website.
To visit one of our other regional websites, please choose a location from the list below.
