These Terms and Conditions apply to iRota subscriptions accepted under clauses 1.4 and 1.7. They should be read together with the documents identified in clause 18.1.
1. THESE TERMS AND CONDITIONS
1.1. These terms and conditions:
1.1.1. Cover the use of annual iRota subscriptions; clause 9 explains the treatment of earlier monthly arrangements.
1.1.2. Are written in plain English
1.1.3. Are issued by Gillett Limited
1.1.4. Covers the use of, and the provision of technical support and other services in respect of the Subscription to iRota.
1.2. These T&Cs apply to new and renewal contracts for iRota subscriptions where they are accepted under Clauses 1.4 and 1.7, to the exclusion of other terms proposed by either party unless expressly agreed. Existing monthly arrangements are addressed in Clause 9.
1.3. The iRota Data Processing Addendum governs the processing of personal data on the Subscriber’s behalf and takes precedence over any inconsistent provision of these T&Cs to that extent. For other matters, the order of precedence is: these T&Cs; the applicable privacy statements; the quotation from Gillett Limited; and the Purchase Order. Any expressly agreed variation takes effect in accordance with its terms.
1.4. No commitment to provide a Subscription and/or Services shall be binding under these T&Cs unless a Purchase Order, or similar confirmation by email or electronic messaging/purchasing system, has been received by Gillett from an authorised person.
1.5. Access provided only for evaluation or testing is subject to any separate written terms agreed for that access.
1.6. Any amendment to an existing Subscriber’s contractual obligations takes effect only in accordance with the applicable agreement or an agreed variation. Clause 22 explains how revised Terms are offered for new or renewal orders.
1.7. These T&Cs become binding when Gillett accepts a Purchase Order or similar instruction from the Subscriber.
2. DEFINITIONS
“Affiliate” means an organisation which is directly or indirectly controlled by, in control of, or under common control with, either Gillett or the Organisation as appropriate.
“Cloud Service” means a service and/or functionality delivered to the client via the internet.
“Confidential Information” means all proprietary information, know-how, trade secrets and data whether of a business, marketing, financial, technical or non-technical nature and whether existing in hard copy form, in electronic form or otherwise, whether disclosed orally or in writing, which is held in confidence by the disclosing Party or any of that Party’s Affiliates and which is or has been disclosed to the other Party. This will include information expressly identified as such as well as any other information which, because of its nature or the circumstances under which it is disclosed, might reasonably be expected to be confidential and shall include any Personal Data (as such term is defined in Clause 18.1);
“Commercially Reasonable Efforts” means that the Party obliged to perform shall take all such steps and perform in such a manner as if that Party were acting, in a determined, prudent and reasonable manner, to achieve the desired result for its own benefit.
“Documentation” means any manual and/or user instructions in digital or print form supplied by Gillett to enable proper use of iRota.
“Enhancement” means a modification to improve and/or add functionality to the software, not because of an error.
“Fee” means the Subscription and any other fees, costs or charges agreed between the parties in accordance with these T&Cs.
“Gillett” means Gillett Limited
“Intellectual Property Rights” means patents, registered designs, trademarks and service marks (whether registered or not), domain names, copyright, database right, moral right, design right and all similar property rights including those subsisting (in any part of the world) in inventions, designs, drawings, computer programs, confidential information, business names, goodwill and in applications for protection of the above rights.
“iRota” means the cloud-based service used for staff scheduling and management. The Subscriber accesses it through a suitable internet-connected device. The Cloud Service uses Microsoft Azure platform services as described in the iRota Privacy and Consent Statement.
“Purchase Order” means each purchase order, or similar written or electronic instruction, issued by the Subscriber and accepted by Gillett.
“Service Provider” or “Gillett” means Gillett Limited, the provider of iRota.
“Service User” means the organisation with a Subscription to use the iRota Cloud Service
“Subscriber” means the organisation that arranges a Subscription to use iRota.
“Subscription” means the agreed right to use iRota for the applicable Subscription Period in return for the agreed fee.
“Subscription Date” for payment purposes means the first day of the second month following the date of the Purchase Order, e.g. a Purchase Order dated 5 March gives a Subscription Date of 1 May, unless the parties agree otherwise in writing.
“Subscription Period” means each twelve-month billing period beginning on the Subscription Date or its anniversary, unless otherwise agreed in writing.
“Technical Support” means the technical support for iRota provided under Clause 10.
“T&Cs” means these Terms and Conditions
“Update” means a new version, release or build of iRota.
“User” means a person authorised by the Subscriber to use iRota.
3. GRANT OF SUBSCRIPTION
3.1. Subject to these T&Cs, Gillett grants the Subscriber a Subscription to use iRota and its Documentation across the Subscriber’s organisation. The Service may be used for inpatient units, community services and retail locations operated by the Subscriber; the Subscription is not restricted to named geographical sites.
3.2. The Subscriber may use iRota for processing data for the Subscriber’s normal business purposes.
3.3. The Subscriber will use iRota as a Cloud Service.
3.4. The Subscriber may authorise the number of Users specified in the accepted quotation or invoice. Use at different locations within the Subscriber’s organisation does not require a separate site Subscription.
3.5. The users registered on iRota may access iRota from any suitable device /browser capable of accessing the internet.
3.6. iRota is not subject to any time bars or embedded code that may cause the Service to cease to operate for any reason whatsoever except in the case of non-payment of the Subscription.
3.7. The Subscriber may NOT allow access to, or use of, iRota by any third party other than for the conduct of the Subscriber’s business.
3.8. The Subscriber may not modify, alter, disassemble any part of iRota, or any files associated with it, and the Subscriber agrees not to interrogate, reverse assemble, reverse compile, reverse engineer or otherwise decompile or amend the Service, in whole or in part or modify, translate, create derivative copies of or copy the Software as a Service, in whole or in part or otherwise seek to reduce any object code or encrypted code of the Software as a Service to its source code and/or unencrypted form or access the data files other than from within the Service itself.
4. CLOUD SERVICE – STORAGE AND BACKUPS
4.1. The iRota Cloud Service is hosted on Microsoft Azure in the UK. Customer service data is hosted in Azure UK South, with geo-redundant SQL backups in UK West. Gillett applies appropriate security and backup measures as described in the iRota Privacy and Consent Statement and iRota Data Processing Addendum. Microsoft publishes independent ISO/IEC 27001 assurance for in-scope Azure services.
4.2. If Gillett proposes to use any additional cloud backup provider, it will do so in accordance with the iRota Data Processing Addendum, including its sub-processor, security and retention provisions. This clause does not state that an additional provider is currently used.
5. ACCEPTANCE OF iRota BY THE SUBSCRIBER
5.1. The Subscriber accepts these T&Cs through the authorised order and Gillett’s acceptance under clauses 1.4 and 1.7. Access provided only for evaluation or testing is dealt with under clause 1.5.
5.2. The Service Provider shall provide all reasonable assistance with the implementation and configuration of iRota.
5.3. Initial implementation and configuration are included in the Subscription fee. If the Subscriber requests repeat or duplicated implementation or configuration work, Gillett may charge an additional fee agreed with the Subscriber before that work is carried out.
5.4. As soon as the Subscriber has been given access to use iRota, the Subscriber is advised to satisfy itself that the Service performs to the requirements of the Subscriber, through testing/validating at a level necessary for whatever purposes the Subscriber wishes to use all or any part or parts of iRota.
5.5. Where Gillett has assisted with setup, data transfer or data entry, the Subscriber should check that iRota has been configured in accordance with the agreed requirements and report any apparent errors or omissions. Responsibility for that work is subject to these T&Cs and Gillett’s obligations under the iRota Data Processing Addendum.
5.6. If, after testing/validating iRota, and within 60 days, the Subscriber finds that it does not materially conform to the Subscriber’s requirements, the Subscriber shall promptly notify the Service Provider in writing with a description of its reasons for reaching such determination and the Service Provider shall use all reasonable endeavours to resolve, as quickly as is reasonably possible. The Service Provider does not accept liability for the result or consequence of any errors in the service.
5.7. In the absence of notification to the Service Provider, within 60 days, regarding any non-conformity of iRota to the Subscriber’s requirements the Service Provider shall assume that the Subscriber has accepted iRota and that iRota meets the requirements of the Subscriber for whatever purposes the Subscriber wishes to use all or any part or parts of iRota.
6. SUBSCRIBER OBLIGATIONS
6.1. The Subscriber must be satisfied that iRota performs to the requirements of the Subscriber.
6.2. The Subscriber shall test and validate iRota to a level necessary for whatever purposes the Subscriber wishes to use all or any part or parts of the Software.
6.3. The Subscriber must satisfy itself that iRota meets the requirements of any Regulatory Authority that has an interest in the whole or any part or parts of the Software.
6.4. The Subscriber should report any errors or loopholes found in iRota.
7. TERMS OF PAYMENT FOR A SUBSCRIPTION
7.1. The Subscription Date for payment purposes is the first day of the second month following the Purchase Order, as defined in Clause 2, unless the parties agree otherwise in writing. Access to the Service may be provided before that date.
7.2. The order and acceptance arrangements are set out in Clauses 1.4 and 1.7.
7.3. The annual Subscription renews in accordance with Clause 8 unless cancelled by written notice under Clause 12 or otherwise ended under these T&Cs. Gillett will provide a renewal quotation before the next Subscription Period.
7.4. Subscriptions shall be paid in advance.
7.5. Subscription Fees are non-refundable if the Subscriber cancels the Subscription.
7.6. The Service Provider shall submit appropriate VAT invoices/receipts for payments of the Subscription and any other charges due. Value Added Tax, where applicable, will be shown separately on all invoices as a strictly net extra.
7.7. All invoices submitted by the Service Provider are strictly net.
7.8. The correct Purchase Order number (if supplied) will be quoted on all invoices submitted by the Service Provider.
7.9. Should the Subscriber not wish to accept any increases in fees, the Subscription may be cancelled by the Subscriber in writing to the Service Provider.
7.10. Any increase in the Subscription shall be limited to the percentage increase in RPI over the previous twelve (12) months.
7.11. The Service Provider’s standard terms for payment are in advance by standing order/BACS.
7.12. If any Standing Order/BACS payment is not received the Service Provider reserves the right to withdraw the Service until subscriptions are up to date.
7.13. If the Subscription is not paid within 30 days of the due date, Gillett may treat it as a non-renewal and end access on the last day of the following month, subject to the agreed return or deletion arrangements in Clause 18 and the iRota Data Processing Addendum. Non-payment alone is not an instruction to delete personal data.
7.14. If the Subscriber does not renew, it may print reports up to the last day of the month following expiry of the Subscription. iRota does not offer a read-only Subscription. Return or deletion of personal data is handled under Clause 18 and the iRota Data Processing Addendum; expiry or non-payment alone is not a deletion instruction.
7.15. Any payment for an undisputed bona fide invoice not received by the due date shall be subject to an interest charge of one-point five percent (1.5%) on the accumulated outstanding balance each month.
7.16. If any invoice submitted by The Service Provider is defective or relates to services performed otherwise than in accordance with The Service Provider’s obligations under these T&Cs, payment may be withheld only of the amount related to the disputed item, without prejudice to any other rights or remedies. The Service Provider must be notified of any dispute within fifteen days of receipt of the invoice. Both parties shall attempt to settle such dispute in good faith within fourteen days of such notification failing which the parties shall refer such dispute for dispute resolution.
8. ANNUAL SUBSCRIPTION OPTION
8.1. The Subscriber shall pay an annual Subscription to use iRota, renewing annually unless cancelled or otherwise ended under these T&Cs.
8.2. Gillett will provide a quotation before each renewal period, including a link to the current Terms at www.gillett.co.uk/terms.
8.3. Any increase in the annual Subscription fee at renewal shall be limited to the percentage increase in RPI over the previous twelve (12) months.
8.4. The Service Provider’s standard terms for payment are one year in advance by standing order/BACS. Longer periods are available on request.
9. EXISTING MONTHLY ARRANGEMENTS
9.1. Monthly subscriptions are not offered under these T&Cs. Any existing monthly arrangement remains subject to its previously accepted terms unless the parties agree a new arrangement in writing; publishing these T&Cs does not itself change that arrangement.
10. TECHNICAL SUPPORT INCLUDED IN THE SUBSCRIPTION
10.1. Technical Support shall be provided conditional on payment of the Subscription for the Service being up to date and not in arrears.
10.2. Technical/Training Support shall be provided through one point of contact designated by the Subscriber.
10.3. It is the responsibility of the Subscriber to ensure that all users are adequately trained to use iRota.
10.4. Gillett shall use all reasonable endeavours to respond to a support request from the Subscriber’s central point of contact, by email or webform, within the applicable service-level target in Clause 10.9. Business hours for those targets are 09:00 to 17:30 UK local time.
10.5. Support shall include: error (‘bug’) fixes, ‘hand holding’, ‘how to use’, all minor system enhancements instigated by the Service Provider, advice and help on all changes to setup and, as far as is possible, repairs to the Subscriber’s data caused by an error in the Service.
10.6. Owing to the size, complexity and individuality of some computer systems the Service Provider cannot guarantee to provide system support i.e. for problems arising from iRota running on a particular device, browser, or in conjunction with any ‘plug ins’. The Service Provider reserves the right to charge at the Service Provider’s daily fee rate for any work carried out under this Clause.
10.7. Repairs to the data on the Service because of incorrect use, or abuse of the Service, or exploitation of an error or loophole either intentional or unintentional found in the Service are chargeable at the Service Provider’s applicable fee rates prevailing at the time of such repairs
10.8. The Subscriber and/or end users have a duty to report any errors, or loopholes, found in iRota.
10.9. Service Level Agreement — Table of Priority. For this clause, a Business Day is Monday to Friday, excluding public holidays in England and Wales. Business hours are 09:00 to 17:30 UK local time on those days:
| Priority | Description | Target |
|---|---|---|
| P1 | Incidents impacting iRota where there are no identified workarounds which will allow continued operation of the service. | Response within 8 business hours, fix within 12 business hours. |
| P2 | Incident with moderate Subscriber impact, but does not affect iRota’s core functions. | Response within 12 business hours, fix within 3 Business Days. |
| P3 | Incident with moderate business risk/affecting a few users. | Response within 12 business hours, fix within 7 Business Days. |
| P4 | Issues that do not affect iRota’s operation or continuity but are required to bring it within specification. | Response within 3 Business Days, fix within 14 Business Days. |
| P5 | All scheduled work, including system updates, configuration changes and template work that falls within the scope of included Support. | 28 Business Days. |
| Standard Change | A change that is recurrent, well-known, has a predefined, relatively risk-free path, and is the accepted response to a specific requirement or set of circumstances. | Review within 1 month and schedule as required. |
11. SERVICE UPDATES AND ENHANCEMENTS
11.1. The Service Provider will continuously work to improve iRota and may add, amend or delete features as decided by the Service Provider from time to time.
11.2. The Service Provider shall update iRota from time to time to enhance the Subscriber’s use of iRota.
11.3. The Subscriber agrees to allow access to the Subscriber’s Service at any time to update /amend/correct the Service.
11.4. Enhancements to iRota may be requested by the Subscriber at any time and, if accepted by the Service Provider, are chargeable at the Service Provider’s discretion and at the Service Provider’s fees agreed in advance.
11.5. Enhancements will be considered for inclusion in iRota on condition that the enhancement would be without detriment to other users of iRota.
12. CANCELLATION
12.1. Subscription Fees and setup costs are non-refundable if the Subscriber cancels the Subscription
12.2. The Subscriber may give notice in writing to the Service Provider to cancel the Subscription.
12.3. If Subscriber gives notice to cancel, any monies outstanding to the Service Provider for the Subscription shall immediately become payable.
12.4. In the event the Subscriber gives notice to cancel no monies shall be due to the Subscriber for any unused portion of the subscription.
12.5. The Service Provider may cancel the Subscription at any time by giving the Subscriber one (1) month notice in writing.
12.6. If the Service Provider cancels the Subscription the Subscriber shall have full use of the software until the end of the month following but without technical support.
12.7. If the Service Provider cancels the Subscription the Service Provider shall refund an amount (if already paid by the Subscriber) equivalent to the unexpired portion (complete months) of the current Subscription.
12.8. In making any refund The Service Provider shall deduct any monies owing to The Service Provider in respect of any other invoices, if any, issued under these T&Cs.
12.9. If either the Service Provider or Subscriber is in breach of these T&Cs and does not remedy the breach within 30 days of notice from the other party so to do (if capable of remedy) the other party may terminate the Subscription immediately by notice to the party in breach.
12.10. If the Service Provider shall compound or make any arrangement with its creditors or have a receiver appointed over all or any part of its assets or go into liquidation (whether voluntary or otherwise) save as part of a bona fide reconstruction not involving insolvency or shall take or suffer to be taken any similar action as a result of its liability to pay its debts or its insolvency it shall promptly so notify the Subscriber in writing giving particulars of the circumstances whereupon the Subscriber may terminate the subscription immediately by notice.
12.11. The Subscriber may terminate the Subscription immediately by notice if the Service Provider presents its own or has presented against it a bankruptcy petition or a bankruptcy order is made against it;
12.12. The Subscriber may terminate the Subscription immediately by notice in the event that the Service Provider proposes a voluntary arrangement within the meaning of Section 1 or Section 253 of the Insolvency Act 1986, or an interim order is made in relation The Service Provider under Section 252 of the Insolvency Act 1986, or any other steps are taken or negotiations commenced by the other party or any of its creditors with a view to proposing any kind of composition, compromise or arrangement involving The Service Provider and any of its creditors.
12.13. If at any time during the term of the Subscription, there shall be any change in the legal or beneficial ownership of the Software the Service Provider shall notify the Subscriber in writing; and
12.14. The Subscriber may, upon receiving notice or otherwise becoming aware of a change in the legal or beneficial ownership of the Software, terminate the subscription immediately by notice in writing to the Service Provider if it considers in its sole discretion that such change of ownership is prejudicial to its interests.
12.15. The termination of the Subscription shall be without prejudice to the rights and remedies of either party which may have accrued up to the date of termination.
13. LIABILITY
13.1. Unless expressly stated within the T&Cs, no other warranty or representation, either expressed or implied, is given in respect of the Subscription, Service, Cloud Service or Documentation regarding quality, merchantability, performance, or fitness for a specific use
13.2. The information and the rules/calculations written into the system have been provided by parties external to the Service Provider. The Service Provider cannot be held liable in any way whatsoever, for any errors or the consequence of any errors in that information or rules/calculations.
13.3. The Subscriber is responsible for the accuracy and appropriateness of the data it enters into iRota. Gillett’s responsibilities for service security, backup and processing of personal data are set out in these T&Cs and the iRota Data Processing Addendum; any liability for breach of those responsibilities is subject to this Clause 13 and applicable law.
13.4. When the Subscriber uses the Service, the Subscriber assumes the risk as to its quality, performance and fitness for use and its compliance with any regulations.
13.5. In no event, shall either party be liable to the other for consequential, incidental or special damages arising from any claim or action hereunder, based on contract, tort or other legal theory, and whether advised of the possibility of such damages.
13.6. In no event, shall either party be liable for damages for any cause whatsoever in an amount more than the amounts paid and payable by the Subscriber to the Service Provider since the commencement of a current Subscription.
13.7. Gillett has Public Liability (£5m), Employers’ Liability (£10m) and Professional Indemnity (£5m) insurance and shall, on request, provide proof of cover in the form of a valid insurance certificate.
13.8. Nothing in these T&Cs excludes or restricts either party’s liability to the extent that it cannot lawfully be excluded or restricted.
14. COMPLIANCE WITH REGULATIONS
14.1. The information to enable the Service Provider to create iRota has been ascertained from various sources, external to the Service Provider, and through conversations with prospective users and other interested parties.
14.2. It is solely the Subscriber’s responsibility to ensure that iRota provides the Subscriber with the relevant information/functionality to enable the Subscriber to comply with any relevant regulatory bodies.
14.3. Both parties hereby acknowledge and agree that the Service Provider shall not be liable for the Subscriber’s non-compliance with any Regulatory Licence or any other statutory or regulatory provisions howsoever arising.
14.4. In the event that the Subscriber ascertains that iRota does not meet relevant regulations the Service Provider shall endeavour to amend iRota accordingly without charge.
15. WARRANTY
15.1. The Service Provider warrants to the Subscriber that the Service Provider has title to and sole ownership of the Service and has the right to market it by Subscription in respect thereof free of any liens, claims and encumbrances.
15.2. The Service Provider warrants to the Subscriber the Service will perform materially in accordance with the specifications detailed in any Documentation or Internet Site, though enhancements and alterations to the Service may be made at any time which may not appear in the Documentation or Internet Site until a later date.
15.3. The Service Provider warrants to the Subscriber it will use all commercially reasonable efforts to ensure no portion of iRota contains any unauthorised code such as a virus, Trojan Horse, worm, or other software routine or hardware component designed to permit unauthorised access used to disable, erase, or otherwise harm software, hardware, or data automatically.
15.4. The Service Provider does not warrant that iRota is error free.
15.5. If an error is found in iRota the Service Provider shall correct it, free of charge under these T&Cs.
15.6. The Service Provider does not warrant that the Service will operate in every hardware/software environment, owing to the diversity of equipment which may be in use.
16. INTELLECTUAL PROPERTY RIGHTS/OWNERSHIP
16.1. The Intellectual Property Rights in the Service are the property of the Service Provider and these T&Cs shall not serve to transfer any rights, licences or ownership in the Service other than as expressly provided for herein.
16.2. The Service Provider may, at any time and at its sole discretion, assign ownership or title of iRota and any T&Cs related to it, to a third party.
16.3. If intellectual rights/ownership of iRota is assigned to a third party, the Service Provider shall notify the Subscriber in writing prior to such assignment.
16.4. If intellectual rights/ownership of iRota is assigned to a third party, the Subscriber shall have the option to cancel the Subscription.
16.5. If intellectual rights/ownership of the Software is assigned to a third party any liability under these T&Cs shall pass to the third party.
17. CONFIDENTIALITY
17.1. See the iRota Privacy and Consent Statement and the Gillett Limited GDPR Statement.
17.2. At the request of the Subscriber the Service Provider will sign a Confidentiality or Non-Disclosure Agreement with the Subscriber. If that agreement exists then it will take precedence over the remainder of this section.
17.3. Each Party agrees and undertakes to use the other Party’s Confidential Information solely in the performance of its obligations under these T&Cs, and to treat and safeguard such Confidential Information as private and confidential during the currency of the Subscription and for a period of five (5) years after its termination for whatever reason or for as long as the Confidential Information remains confidential, whichever is the longest period.
17.4. On termination of the Subscription, each Party shall return or securely delete the other Party’s Confidential Information in its possession or control, as instructed by that Party, subject to any retention required by law. Subscriber-controlled personal data, including backup and archive copies, is handled under Clause 18 and the iRota Data Processing Addendum.
17.5. The provisions of this Section shall not apply to any information which is or becomes public knowledge other than by breach of this Section.
17.6. The provisions of this Section shall not apply to any information which is in the possession of the receiving Party without restriction in relation to disclosure before the date of receipt from the disclosing Party.
17.7. The provisions of this Section shall not apply to any information which is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure.
18. DATA PROTECTION
18.1. Gillett is committed to fulfilling its obligations under the UK GDPR and the Data Protection Act 2018. These T&Cs should be read with:
18.1.1. Gillett Limited General Data Protection Regulation (GDPR) Statement and iRota Privacy and Consent Statement.
18.1.2. iRota Data Processing Addendum (DPA).
18.2. Where Gillett processes personal data entered into or generated through iRota on the Subscriber’s behalf, it shall do so under the Subscriber’s documented instructions as set out in the service agreement and the iRota Data Processing Addendum. The Subscriber’s use and configuration of the agreed service establish its standing instructions for routine operation; additional requests, such as export or deletion, require an authorised instruction that can be recorded.
18.3. At the end of services relating to processing, subject to the report-access period in Clause 7.14 and any separately agreed return arrangement, Gillett shall, at the Subscriber’s choice, securely return or delete personal data processed on its behalf and delete existing copies unless UK law requires retention. The practical arrangements and timescales for live data, routine backups and any support or archive copies are set out in the iRota Data Processing Addendum. Gillett shall not use data awaiting return or deletion for its own purposes.
19. FORCE MAJEURE
19.1. Neither party shall be liable for, nor be deemed to be in default, on account of any delay in completion or the performance of any other act under these T&Cs due to circumstances which are beyond the party’s reasonable control (“Force Majeure”), provided that the party claiming hereunder shall notify the other with all possible speed specifying the cause and probable duration of the delay or non-performance and shall minimise the effects of such delay or non-performance.
19.2. If the performance by either party of any of its obligations under these T&Cs is prevented or delayed by Force Majeure the parties shall enter into bona fide discussions with a view to alleviating its effects, or to agreeing upon such alternative arrangements as may be fair and reasonable in the circumstances;
20. ASSIGNMENT
20.1. The Service Provider may, at any time and at its sole discretion, assign ownership or title of iRota and any Subscriptions related to it, to a third party.
20.2. If the ownership/title of iRota is assigned to a third party and the Subscriber decides not to cancel the Subscription, then the benefit, obligations and liabilities of these T&Cs shall pass to the third party.
20.3. The Subscriber shall be entitled at any time by notice in writing to the Service Provider to assign the whole or any part of its rights and obligations under these T&Cs to any Affiliate or to any successor in title to the whole or part of that part of the Subscriber’s business or organisation which relates to the Service.
21. SECURITY AND HEALTH AND SAFETY
21.1. The Service Provider shall, and shall ensure, that its personnel comply with the Subscriber’s Security and Health and Safety Policies as notified to the Service Provider in advance in writing from time to time.
22. GENERAL
22.1. The current published version of these T&Cs is available at www.gillett.co.uk/terms. Gillett includes a link to this page with each renewal quotation.
22.2. When the Subscriber accepts these T&Cs as part of a new or renewal order, they replace earlier iRota terms displayed within the Software for that Subscription. An existing monthly arrangement remains subject to Clause 9.1 unless the parties agree otherwise.
22.3. If the parties do not agree a proposed change, the existing agreed terms continue for the current Subscription Period unless the Subscription is otherwise ended under Clause 12. A renewal may be offered on revised terms for the Subscriber to consider.
22.4. If any clause in these T&Cs is declared unenforceable or void by any competent authority or court, it shall to the extent of such invalidity or unenforceability be deemed severable and shall not affect the remaining terms which shall continue unaffected.
22.5. These T&Cs shall be governed by, and construed in accordance with, the laws of England and both parties submit to the exclusive jurisdiction of the English courts for all purposes connected these T&Cs.
22.6. Should a purchaser decide to utilise iRota outside of the UK, liability shall be limited to claims arising from the UK only.
22.7. Except as expressly provided for these T&Cs, no person who is not a party to these T&Cs shall have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any part of these T&Cs.