Software Terms of Use

Terms of use of Arinite's health and safety compliance management systemVersion: Finalised v1Last updated: 27 July 2026

1. The parties

This agreement is made between:

"Supplier": Arinite Ltd, a company registered in England and Wales with company number 07801113, with a registered office address of 4th Floor 100 Fenchurch Street, London, England, EC3M 5JD; and
"Customer": the person identified as the Customer in the Proposal.

2. Definitions

2.1In this agreement, the following terms have the following meanings:

"Agreement": these terms, including any and all annexes, and any and all Proposals.
"Authorised Users": people, including Customer staff, who administer or use the Services on behalf of the Customer, for the Customer's own internal business purposes.
"Confidential Information": information in any form (whether written, electronic, graphic, oral or otherwise) that falls within any of the following categories:– it has been provided by one party to the other party or that in connection with this agreement and which was marked confidential (or a similar designation) or was stated to be confidential at the time of disclosure;– it concerns the customers, finances, sales, marketing, products, suppliers, employees, business operations, forecasts or management of the business to which it relates, or it would ordinarily be deemed by a reasonable person to be confidential or proprietary;– Personal Data (as defined in Annex 3); and– the provisions (but not the existence) of this agreement and the process of its negotiation.
"Customer Data" means all data and information, including assessment data, which the Customer uploads to the Services, or which is uploaded to the Services on behalf of the Customer.
"Effective Date" has the meaning set out in the Proposal.
"Fees": the price for the Services as set out in the Proposal, as varied by time to time by the Supplier in accordance with clause 10.2.
"Invoicing Address": the email address to which the Supplier will send invoices for the Services to the Customer.
"Invoicing Frequency": the intervals at which the Supplier will send invoices for the Services to the Customer.
"Payment Deadline": the date by which the Customer must ensure the Supplier has received the Customer's payment.
"Proposal": the document(s) which accompanies these terms, setting out the details of the Customer; the scope, pricing, and other details of the Services; and any additional definitions and terms.
"Services": access to the Supplier's cloud-based health and safety compliance management system, as set out in the Proposal.
"Subscription Term" has the meaning set out in the Proposal.

3. Important: using the Services will assist the Customer with, but does not guarantee, legal or regulatory compliance

3.1The Services are a cloud-based health and safety compliance management system that assists customers in managing their health and safety inspections, compliance activities, documentation, and reporting. The Services do not constitute or comprise legal advice, and does not guarantee regulatory compliance.

3.2The Customer understands and agrees that:

3.2.1

outputs of the Services depend on the accuracy and completeness of the Customer Data.

3.2.2

the Customer (and not the Supplier) is, and remains, solely responsible for compliance with any and all legal and regulatory obligations which apply to it. This includes verifying that outputs of the Services are accurate and complete, and appropriate for the Customer's circumstances.

3.2.3

using the Services does not guarantee that the Customer will comply with any or all legal and regulatory requirements, and nothing in the Services constitutes the provision of legal advice.

3.2.4

the Services do not include consultancy or other professional services, which the Customer may purchase separately, and subject to agreeing separate terms, from the Supplier.

4. The agreement

4.1This agreement comprises the Proposal and these terms (including any annexes to them).

4.2This agreement applies to the exclusion of any terms supplied by the Customer, or which accompany or are referenced in or linked from any purchase order, email, or other communication sent by the Customer. This agreement supersedes all previous negotiations, understandings and representations relating to the Services.

4.3In the event of a conflict between these terms and the Proposal, the Proposal takes precedence.

4.4This agreement is governed by the laws of England and Wales.

5. Duration

5.1This agreement starts on the Effective Date and continues for the Subscription Term unless a party terminates it sooner in accordance with this agreement.

5.2Unless otherwise set out in the Proposal, the agreement renews automatically on the expiry of each Subscription Term, for a further Subscription Term of the same duration, unless either party gives the other notice of non-renewal at least fourteen clear days (or, if another notice period is specified in the Proposal, that period) before the end of the then-current Subscription Term.

6. Commencement of the Services

6.1The Supplier shall begin to provide the Services to the Customer on, or shortly after, the Effective Date, unless otherwise agreed in writing.

6.2On and from the Effective Date until the end of the Subscription Term (or the expiry or termination of this Agreement if earlier), and provided that at all times the Customer complies in all material respects with its obligations under this Agreement, the Supplier grants the Customer, and the Customer's Authorised Users, a non-exclusive, non-transferable licence to use and access the Services, solely for the Customer's own internal business use.

7. The Supplier's obligations

7.1The Supplier shall perform the Services with reasonable skill and care, and in all material respects in accordance with the Proposal.

7.2The Supplier shall comply with all applicable laws.

7.3The Supplier shall use its reasonable efforts to provide, maintain, and operate the Services, and to use reasonable efforts to remedy defects with the Services. The Supplier does not warrant that the Services will always be available or functioning, nor that they will be error-free or fault-free.

7.4The Supplier shall provide the Customer with technical support for the Services, during the Supplier's regular United Kingdom office hours. This does not include consultancy or other professional services, which the Customer may purchase separately, and subject to separate terms, from the Supplier.

7.5The Supplier may, without any liability to the Customer, restrict or suspend all or part of the Services if, in its reasonable opinion, the Customer fails to comply materially with its obligations under this agreement, or if the Supplier considers it is necessary to do so:

7.5.1

to stop or mitigate any security or integrity incident, threat or vulnerability, or problem or attack affecting the Supplier's network, equipment, or Services (including any equipment, or Services provided to another person);

7.5.2

to deal with behaviour which, in the Supplier's reasonable opinion, amounts to misuse of the Services; or

7.5.3

to comply with a legal obligation.

7.6If the Supplier intends to restrict or suspend or all part of the Services in accordance with clause 7.5, the Supplier shall use reasonable efforts to inform the Customer in advance or, if it is not reasonably possible or appropriate for the Supplier to inform the Customer in advance, promptly after taking such steps.

7.7From time to time, the Supplier may carry out maintenance and upgrade activities, which may impact the availability of the Services. Where reasonably possible, the Supplier shall carry out these activities outside 09:00 – 17:00 in the United Kingdom, and shall use reasonable efforts to provide prior warning to the Customer via either or both email or online status page.

8. The Customer's obligations

8.1The Customer shall:

8.1.1

use the Services only for its own internal business purposes. The Customer shall not resell the Services, nor make them available to any third party;

8.1.2

not develop, or have developed, any product or service which competes with any or all of the Services, for a period of two years following the date of termination of this agreement;

8.1.3

manage its Authorised Users and keep up to date and accurate all information relating to it and its Authorised Users. The Customer is responsible for the actions and inactions of its Authorised Users;

8.1.4

ensure that it and each of its Authorised Users has a unique Customer account for the Services, each using a unique email address which is owned or operated by, or under the control of, the Customer;

8.1.5

comply with the Supplier's reasonable instructions, guidelines and directions about the use of the Services;

8.1.6

take sole responsibility for the accuracy and completeness of the Customer Data;

8.1.7

comply with the Acceptable Use Policy set out in Annex 1;

8.1.8

adhere to any limits or restrictions on use of the Services set out in the Proposal;

8.1.9

keep its logins and other credentials for the Services secret. If the Customer becomes aware of a compromise of its, or an Authorised User's, logins or other credentials for the Services, the Customer shall immediately change those credentials and notify the Supplier;

8.1.10

maintain such backups, disaster recovery, and resiliency, plans, as are appropriate to the Customer's situation;

8.1.11

comply with all applicable law; and

8.1.12

ensure that its Authorised Users comply with all the obligations under this agreement which are imposed on the Customer (except for obligations to pay).

9. Intellectual property

9.1The Customer acknowledges and agrees that the Supplier and/or its licensors own all rights (including intellectual property rights), title and interest in and to the Services.

9.2On and from the Effective Date until the end of the Subscription Term (or the expiry or termination of this Agreement if earlier), and provided that at all times the Customer complies in all material respects with its obligations under this Agreement, the Supplier grants the Customer, and the Customer's Authorised Users, a non-exclusive, non-transferable licence to use and access the Services, solely for the Customer's own internal business use.

9.3The Customer shall not (except as may be allowed under this Agreement or by any applicable law which is incapable of exclusion):

9.3.1

attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any part of the online software application accessed as part of the Services in any form or media or by any means;

9.3.2

attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services;

9.3.3

make the Services available to any third party except for its Authorised Users; or

9.3.4

access or attempt to access any unauthorised data, service or system or cause, or attempt to cause, loss of service to any other person by any means.

9.4If, from time to time, the Supplier, acting reasonably, considers that the Customer has breached, or is breaching, clause 9.3, the Supplier may, without prior notice to the Customer, without liability to the Customer and without affecting any other rights or remedies available to the Supplier, obscure, delete or otherwise remove such material from the Services and disable some or all of the Customer's access to any part of the Services as the Supplier considers reasonably necessary to stop the Customer's breach and prevent further breaches.

9.5The Supplier acknowledge and agrees that the Customer owns all rights (including intellectual property rights), title and interest in and to the Customer Data.

9.6The Customer grants to the Supplier all such rights (including intellectual property rights) to the Customer Data as are required by the Supplier to:

9.6.1

provide the Services to the Customer; and

9.6.2

create and use anonymous data for the Supplier's own training, and to assist with the development and improvement of the Services.

9.7If the Customer provides feedback or suggestions for amendments or improvements to the Services, the Customer agrees that:

9.7.1

the Supplier may, but is not obliged to, implement any or all of the feedback or suggestions, and may do so without payment of any kind to the Customer; and

9.7.2

If the Supplier implements any or all of the feedback, the Customer shall not instigate any form of action against the Supplier in respect of its implementation of the Customer's feedback.

10. Pricing

10.1Unless otherwise stated, the Fees exclude VAT. Where applicable, the Supplier will add VAT to the Fees, at the prevailing rate, and the Customer shall pay the Supplier that VAT along with the Fees.

10.2The Supplier may, on notice to the Customer, increase the Fees, no more than once in any 12 month period, by a percentage no greater than the United Kingdom Office of National Statistics's CPIH inflation rate for the previous 12 months.

11. Payments and invoicing

11.1The Customer shall pay the Supplier the Fees, and all other sums due under this agreement.

11.2Unless otherwise agreed in writing, the Customer shall pay the Fees in Pounds Sterling, via electronic bank transfer, Direct Debit, or payment card.

11.3To invoice the Customer, the Supplier will send an invoice by email to the Invoicing Address at the Invoicing Frequency.

11.4To dispute an invoice, the Customer must notify the Supplier of any dispute within 30 days of the invoice date by identifying the disputed charges, and explain why they are in dispute, providing any relevant supporting documentation. After that time, the Customer shall not bring any dispute or claim relating to an incorrect invoice. The Customer shall still pay any undisputed part of the invoice in accordance with this agreement. On receipt of a notification of dispute, the parties shall work together in good faith to resolve the dispute.

11.5The Customer shall ensure that the Supplier receives payment for each invoice by the Payment Deadline.

11.6If, for any reason, the Supplier does not receive the Customer's payment of all undisputed parts of an invoice by the Payment Deadline, the Supplier may do any, some, or all of the following:

11.6.1

send the Customer reminders by email and post, or contact the Customer by phone or other communications channel, at regular intervals;

11.6.2

charge the Customer penalties and interest as specified in the Late Payment of Commercial Debts (Interest) Act 1998;

11.6.3

charge the Customer the Supplier's reasonable costs and expenses (including legal costs) for seeking payment of the overdue amount;

11.6.4

restrict or suspend the Services; and

11.6.5

terminate the Services with immediate effect.

11.7If the Supplier restricts, suspends, or terminates (or does a combination of these) the Services or the agreement in accordance with clauses 7.5 or 11.6, the Supplier will not be liable for any losses suffered by the Customer arising out of or in connection with this.

12. Terminating this agreement

12.1Either party may terminate this agreement in accordance with clause 5.2. Termination takes effect at the end of the current Subscription Term.

12.2Either party may terminate this agreement immediately on notice to the other party upon a material breach by the other party (the "breaching party"), provided that, in each instance of a claimed breach, the non-breaching party notifies the breaching party in writing of the breach, and the breaching party fails to remedy the breach within thirty (30) days (or such other period as mutually agreed by the Parties) from receipt of such notice.

12.3Either party may terminate this agreement immediately on notice to the other party upon insolvency of the other party.

12.4The Supplier may terminate this agreement immediately if the Supplier reasonably believes that the Customer is subject to one or more sanctions, embargoes, or other similar measures, which restrict or prohibit the Supplier from providing the Services to the Customer.

12.5Termination of this agreement will not affect any rights, obligations or liabilities of either party that have accrued before termination or that are intended to continue to have effect beyond termination or expiration.

12.6To retain its own copy of the Customer Data after termination, the Customer must, before the date of termination, export the Customer Data from the Services. After the date of termination, and for a maximum period of seven years, the Supplier may, in its discretion, provide any Customer Data to the Customer, at a price to be agreed between the parties.

12.7The following clauses survive termination of this agreement: 13, 14, 16, 20, 21.

13. Limits on liability

13.1The Services may include links or access to third-party training or certification services. Such third party services are provided under separate terms and agreements directly between the Customer and the third-party provider. The Supplier is not a party to those agreements and accepts no responsibility or liability for the content, performance, or availability of any third-party services.

13.2All conditions, warranties or terms which might have effect between the parties, or be implied or incorporated into this agreement (whether by statute, common law or otherwise) are excluded to the extent permitted by law, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.

13.3Neither party limits or excludes its liability to the other for personal injury or death caused by its negligence, for fraud or fraudulent misrepresentation, or for any matter for which, at law, a party cannot limit or exclude its liability.

13.4Nothing in this clause 13 limits the Customer's liability to the Supplier for sums due from the Customer to the Supplier under this agreement.

13.5Subject to clauses 13.1 - 13.4, neither party will be liable to the other for special, indirect, or consequential losses, nor for the following types of loss, whether direct, indirect, special or consequential, in each case however caused:

13.5.1

financial loss, including loss of profits, earnings, business, goodwill, business interruption;

13.5.2

expected or incidental losses; loss of expected savings; loss of sales; failure to reduce bad debt; reduction in the value of an asset; and

13.5.3

loss of, or corruption to, data.

13.6Subject to clauses 13.1 - 13.5, the Supplier's total liability to the Customer in respect of all breaches of this agreement by the Supplier relating to the Services is a "money back guarantee", meaning the Fees received by the Supplier from the Customer for the Services during the Subscription Term in which the breach occurred (or, in the case of multiple or ongoing breaches, during the Subscription Term in which the first breach began).

14. Confidentiality

14.1Subject to clauses 14.2 - 14.5, each party shall:

14.1.1

treat as strictly confidential any Confidential Information belonging to the other party;

14.1.2

not, except with the prior written consent of the disclosing Party, make use of (save for the purposes of performing its obligations under this agreement) or disclose or make available in whole or part to any person any Confidential Information except on a need to know basis or for the performance of the Services;

14.1.3

keep the other party's Confidential Information in a safe and secure place and use reasonable measures to prevent unauthorised access, destruction, corruption or loss;

14.1.4

notify the other party immediately if it becomes aware that any Confidential Information has been disclosed to, or is in the possession of, any unauthorised person; and

14.1.5

upon written request immediately destroy any Confidential Information of the other party which is in its possession at that time. The destroying party may retain Confidential Information as required by law or regulatory requirement or that it may reasonably require for archive purposes. The provisions of this agreement will continue to apply to any retained Confidential Information.

14.2Clause 14.1 will not apply if and to the extent that the party using or disclosing Confidential Information can demonstrate that:

14.2.1

the disclosure is required by law or by any court or other authority having applicable jurisdiction provided that, as far as it is legally permitted to do so, it gives the other party as much notice of the disclosure as possible;

14.2.2

the Confidential Information has been placed in the public domain other than through the fault of that party;

14.2.3

the Confidential Information has been independently developed by that party without reference to the Confidential Information of the other party;

14.2.4

the Confidential Information was already known by that party prior to the disclosure without an obligation of confidentiality, or without a breach of such an obligation of confidentiality or law; or

14.2.5

the Confidential Information was, is, or becomes independently received from a third party without any obligation of confidence and the party using or disclosing Confidential Information has made reasonable enquiries that the third party owed no obligation of confidence to the other party.

14.3Either party may disclose Confidential Information to its professional advisors where such disclosure is reasonably required for the purposes of exercising its rights or performing its obligations under this agreement, provided that party disclosing Confidential Information to its professional advisors shall ensure those professional advisors are subject to confidentiality obligations no less onerous than the one contained in this agreement.

14.4Nothing in this clause 14 restricts the disclosure of Confidential Information that a party is required to disclose by law or to a regulatory authority, provided that that party, prior to such disclosure:

14.4.1

gives the other reasonable notice to allow the other party a reasonable opportunity to seek a protective order or similar; or

14.4.2

uses reasonable endeavours to obtain written assurance from the applicable judicial or regulatory authority that it will afford the Confidential Information a reasonable level of protection.

14.5The obligations in this clause 14 survive termination or expiration of this agreement, and last for two years from the termination or expiration of this agreement.

15. Events outside reasonable control

15.1Neither party will be liable to the other for any delay or failure in the performance of that party's obligations caused by events outside that party's reasonable control, but only if that party promptly notifies the other of the circumstances of the event. This clause 15.1 does not apply to the Customer's obligation to pay any sums due under this agreement.

15.2If the event persists for 28 days or more, the party not affected by the event may terminate the agreement on 30 clear days' notice to the other party, without penalty or other liability.

16. Notices

16.1To send a notice (except for the service of court proceedings, in respect of which the parties shall follow the rules of the relevant court) under this agreement, a party shall send an email to the other party's nominated email address for notices. For the Supplier this is termination@arinite.com. For the Customer, this is the email address set out in the Proposal (unless the Customer has notified the Supplier that the Supplier should use a different email address).

16.2Notice is deemed given on the date on which the party sent the notice, unless the party which sent the notice received an automated response indicating that its notice was not delivered, or not delivered correctly, in which case notice is deemed not given.

17. Variation

17.1The Supplier may vary these terms from time to time, in accordance with the following:

17.1.1

If, in the Supplier's reasonable opinion, the Supplier is required to make the variation to comply with any applicable law or the requirement of a governmental authority (including a court), the Supplier must notify the Customer, and the variation will take effect on and from the date notified by the Supplier to the Customer.

17.1.2

For all other variations, the Supplier must give the Customer at least fourteen clear days (or, if another notice period is specified in the Proposal, that period), and the variation will take effect on and from the beginning of the first renewal of the Subscription Term on or after the end of that notice period.

17.2This clause does not affect the Supplier's right to appoint Sub-processors in accordance with Annex 3.

18. Modern Slavery

18.1Each party shall:

18.1.1

comply with all laws, statutes and regulations which apply to it or its activities and which relate to anti-slavery and human trafficking, including the Modern Slavery Act 2015.

18.1.2

not do anything which would constitute an offence under section 1, 2 or 4 Modern Slavery Act 2015 if it had been carried out in the United Kingdom.

18.1.3

have and maintain its own policies and procedures to ensure compliance with clauses 18.1.1 and 18.1.2.

18.1.4

follow and enforce the policies and procedures referred to in clause 18.1.3.

18.1.5

provide such evidence of compliance with this clause 18 as the other party may reasonably request from time to time.

19. Anti-bribery

19.1Each party shall:

19.1.1

comply with all laws, statutes and regulations which apply to it or its activities and which relate to anti-bribery or anti-corruption (or both), including the Bribery Act 2010.

19.1.2

not do anything which would constitute an offence under section 1, 2 or 6 of the Bribery Act 2010 if it had been carried out in the United Kingdom.

19.1.3

have policies and procedures (including adequate procedures as determined in accordance with section 7(2) of the Bribery Act 2010 and any guidance issued under section 9 of that Act) to ensure compliance with clauses 19.1.1 and 19.1.2.

19.1.4

follow and enforce the policies and procedures referred to in clause 19.1.3.

19.1.5

provide such evidence of compliance with this clause 19 as the other party may reasonably request from time to time.

20. Dispute resolution procedure

20.1To raise any disputes or claims arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims), a party must notify the other party, and the parties must work together promptly and in good faith to attempt to resolve the dispute or claim.

20.2Subject to clause 20.3, if, after exhausting the procedure set out in clause 20.1, the dispute or claim is unresolved, either party may bring a claim before the courts of England. Each party agrees to the exclusive jurisdiction of the courts of England in respect of any claim, dispute or matter arising out of or in connection (including non-contractual claims) with this agreement.

20.3A party must bring any claim within 12 months of the date on which the cause of action accrued.

20.4Each party will bear its own costs for this dispute resolution procedure, up to the involvement of the courts. Costs related to the involvement of the courts will be at the court's discretion.

21. Miscellaneous terms

21.1Any date or time that the Supplier communicates is an estimate.

21.2A person who is not a party to this agreement has no rights under this agreement.

21.3If any part of this agreement is found to be invalid or unenforceable by any court, this shall not affect the other provisions of this agreement and those provisions shall remain in full force and effect.

21.4If a party fails to exercise a right or remedy, this failure shall not prevent that party from exercising that right or remedy subsequently for that or any other incident.

21.5A waiver of any breach or provision of this agreement will only be effective if made by email or in other writing.

21.6The Supplier may assign, transfer, charge, sub-contract or deal in any other manner with any of its rights or obligations under this agreement on notice to the Customer.

21.7Nothing in this agreement establishes any partnership, joint venture, or agency. Neither party shall not hold itself out as being an agent, partner, or representative of the other party or otherwise being entitled to bind the other party.