Terms and Conditions for the HCV Resource Network HCV Assessor Licensing Scheme
The Licensee is required to read all of these Terms and Conditions; however the Licensee’s particular attention is drawn to the provisions of clause 5 (Licensee Obligations), 8 (Confidentiality), 9 (Limitation of Liability) and 10 (Indemnity).
In these Terms and Conditions, the following definitions apply:
ALS: is the HCV Assessor Licensing Scheme.
ALS Specification: the description or specification of the ALS provided by the Licensor to the Licensee, which is available on the Website and which may be amended from time to time by the Licensor.
Application: the Licensee’s application to the Licensor for an Assessor Licence.
Assessor Licence: an accreditation issued by the Licensor to a Licensee as set out in these Terms allowing the Licensee to hold itself out as accredited by the Licensor in relation to the HCV assessments or HCV-HCSA assessments it conducts and the HCV assessment or HCV-HCSA assessment reports it produces.
Assessor Licensed Services: the services provided by the Licensee under the ALS.
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Commencement Date: has the meaning set out in clause 2.3.
Contract: the contract between the Licensor and the Licensee for the supply by the Licensor of the Assessor Licence to the Licensee, in accordance with these Terms and the documents referred to therein.
Fees: the charges payable by the Licensee to the Licensor in accordance with clause 6.
HCV: means High Conservation Values
HCVRN: means High Conservation Value Resource Network
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.
Licensee: the person who has sought and been granted an Assessor Licence from the Licensor, by completing and signing the Application and satisfying the applicable assessment criteria.
Licensor: HCV Network Limited, a company limited by gurantee registered in England and Wales with registered number 9710578, as the Secretariat of the HCV Resource Network under which the ALS is provided.
Monitoring: performance monitoring by the Licensor of the Licensee’s reports.
Non-Licensed Assessor Services: the services provided by the Licensee outside of the ALS, for which the Licensee is not licensed in accordance with these Terms.
Public Summary: a standalone summary of all relevant issues and essential information from the Report, the form and content of which must be in accordance with the template available on the Website.
Report: an HCV or HCV-HCSA assessment report which the Licensee has produced as part of the Assessor Licensed Service.
Terms: these Terms and Conditions and the documents referred to herein, together with the Application (of which these terms form a part) as amended from time to time in accordance with clause 14.1.
Website: the ALS website, being https://hcvnetwork.org/als.
In these Terms, the following rules apply:
(a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
(b) a reference to a party includes its personal representatives, successors or permitted assigns;
(c) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
(d) any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
(e) a reference to writing or written includes faxes and e-mails.
2. Basis of Contract
2.1 The Application constitutes an offer by the Licensee to apply for an Assessor Licence under the ALS, in accordance with these Terms.
2.2 The Application shall be submitted by the Licensee through the Website. On submission, the Licensor will send the Licensee an email acknowledging receipt of the Application.
2.3 The Application shall only be deemed to be accepted by the Licensor when the Licensor issues written acceptance of the Application to the Licensee, confirming that an Assessor Licence has been granted and providing a licence reference number, at which point and on which date the Contract shall come into existence (Commencement Date).
2.4 The Contract will commence on the Commencement Date and shall continue in force until terminated in accordance with clause 11 (Contract Term).
2.5 The Contract constitutes the entire agreement between the parties. The Licensee acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Licensor which is not set out in the Contract.
2.6 Any samples, drawings, descriptive matter or advertising issued by the Licensor are issued or published for the sole purpose of giving an approximate idea of the ALS. They shall not form part of the Contract or have any contractual force.
2.7 These Terms apply to the Contract to the exclusion of any other terms that the Licensee seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
3. Use of the Website and Personal Information
4.The Assessor Licence
4.1 The Licensor shall supply the Assessor Licence to the Licensee in accordance with the ALS and the ALS Specification in all material respects.
4.2 The Licensor shall have the right to make any changes to the ALS which it regards are necessary to comply with any applicable law or safety requirement, or which improve the nature or quality of the Assessor Licence and/or ALS, and the Licensor shall notify the Licensee in any such event.
5. Licensee's obligations
5.1 The Licensee shall:
(a) ensure that the Application is complete and accurate;
(b) co-operate with the Licensor in all matters relating to the ALS;
(c) provide the Licensor with such information and materials as the Licensor may reasonably require in order to grant an Assessor Licence under the ALS, and ensure that such information is accurate in all material respects;
(d) promote or advertise its Assessor Licence only in accordance with the Code of Conduct and other guidance issued by the Licensor from time to time;
(e) complete and submit an renewal form through the Website on an annual basis, not to be submitted later than 30 days before the anniversary of the Commencement Date;
(f) not do anything to bring itself, the Licensor or the ALS into disrepute;
(g) in the event of a dispute between the parties, comply with the Licensor’s dispute resolution procedure (Dispute Resolution Procedure) which can be found here.
(h) ensure that the Dispute Resolution Procedure is complied with in relation to any third party complaint against the Licensee, Licensor or ALS arising out of or in connection to any third party contracts the Licensee enters into for the provision of Assessor Licensed Services;
(i) comply with these Terms in every respect;
(j) in relation to Assessor Licensed Services it is providing in accordance with these Terms:
(i) comply in all material respects with the Licensor’s code of conduct for licenced assessors (Code of Conduct);
(ii) carry out all HCV and HCV-HCSA assessments which the Licensee is undertaking as an Assessor Licensed Service (Assessments) in accordance with best practice and the HCV Assessment Manual or the HCV-HCSA Assessment Manual (Assessment Manual);
(iii) use its best endeavours to implement and maintain its working practices to no less than the relevant standard required for the ALS as set by the Licensor and amended from time to time in accordance with good practice;
(iv) submit all Reports to the Licensor for Monitoring in accordance with the ALS Specification;
(v) keep a record of all complaints received in relation to any Assessments the Licensee conducts or Reports the Licensee produces and notify the Licensor immediately on receipt of such a complaint. The Licensee agrees that the Licensor can access, free of charge, such records on request at any time. In the event that the Licensor decides a complaint against the Licensee is justified, the Licensee agrees to take any action the Licensor deems necessary in relation to any such complaint; and
(vi) take any corrective action the Licensor may ask the Licensee to take within 10 Business Days of the Licensor’s request and at the Licensee’s own expense;
5.2 When conducting Non-Licensed Assessor Services, the Licensee shall not, either expressly or by implication, hold itself out as conducting any such services as Assessor Licensed Services.
6.1 The Licensee shall pay the following Fees to the Licensor under the ALS:
(a) an application fee of US $500 when an applicant submits and application;
(b) an annual renewal fee of US $250;
(c) a report evaluation fee, which shall be payable for every Report submitted or re-submitted by the Licensee during the Contract Term for Monitoring as follows:
Report evaluation fees (USD) for Provisionally Licensed Assessors
Assessor has never submitted a report to the ALS
Assessor has submitted at least one unsatisfactory report
All of the assessors' reports have been satisfactory
Report evaluation fees (USD) for Fully Licensed Assessors
If this is the first report submitted as fully licensed assessor or if previous report submitted as fully licensed assessor had no resubmissions
If last report required one resubmission*
If last report required two resubmissions*
6.2 The Licensee shall pay the Fees when submitting the documents set out in clause 6.1 above through the Website. It shall do so using a debit card or credit card through the Website. For more information read out Payments & Security page here.
6.3 The Licensor reserves the right to increase its Fees, in which event it will give the Licensee written notice of any such increase three months before the proposed date of the increase. In the event the Licensee does not accept the increase, the Licensee may ask the Licensor to withdraw its Assessor Licence. The Licensee must make this request within 30 days of the date of the notice of the Fee increase. On receipt of such a request, the Licensor will withdraw the Assessor Licence within 30 days and the Contract will be terminated. The Licensor is under no obligation to refund any Fees to the Licensee in the event the Contract is terminated in accordance with this clause 6.3.
6.4 All amounts payable by the Licensee under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (VAT).
7. Intellectual property rights
7.1 Subject to clause 7.2, all Intellectual Property Rights in or arising out of or in connection with the ALS shall be owned by the Licensor (Licensor Materials).
7.2 The Licensee shall own all Intellectual Property Rights in the Reports and any other document it produces in relation to the Assessor Licensed Services it has undertaken (Licensee Materials).
7.3 The Licensee grants the Licensor a royalty free worldwide transferable licence to use, store and copy any or all of the Public Summary which the Licensee submits to the Licensor through the Website and distribute it and make it available to third parties.
7.4 The Licensee acknowledges that, in respect of any third party Intellectual Property Rights, the Licensee's use of any such Intellectual Property Rights is conditional on the Licensor obtaining a written licence from the relevant licensor on such terms as will entitle the Licensor to license such rights to the Licensee.
7.5 All Licensor Materials are the exclusive property of the Licensor.
7.6 This clause 7 shall survive termination of the Contract.
8.1 Each party undertakes that it shall not at any time disclose to any person any confidential information, including but not limited to information which could have a detrimental effect on the Licensor, any member of the group of companies to which it belongs, HCV Network Ltd or the HCV Resource Network, and confidential information provided by stakeholders, concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 8.2.
8.2 Each party may disclose the other party's confidential information:
(a) to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party's obligations under this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 8; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
8.3 No party shall use any other party's confidential information for any purpose other than to perform its obligations under this agreement.
8.4 This clause 8 shall survive termination of the Contract.
9. Limitation of liability
9.1 Nothing in these Terms shall limit or exclude the Licensor’s liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; or
(b) fraud or fraudulent misrepresentation.
9.2 Subject to clause 9.1:
(a) the Licensor shall under no circumstances whatever be liable to the Licensee, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
(b) the Licensor’s total liability to the Licensee in respect of all losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed an amount equal to the Fees paid by the Licensee during the course of the calendar year during which the event giving rise to the liability occurs.
9.3 This clause 9 shall survive termination of the Contract.
10.1 The Licensee shall indemnify and keep indemnified the Licensor against all liabilities, costs, third party claims, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profits, loss of business, loss of reputation, depletion of goodwill and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by the Licensor as a result of or in connection with the Licensee's act, omission or breach of this agreement, including but not limited to its obligations under clause 5.
10.2 During the Contract Term and for a period of 6 years thereafter, the Licensee shall maintain in force with a reputable insurance company sufficient professional indemnity insurance to cover the liabilities that may arise under or in connection with the Contract and shall, on the Licensor’s request, produce both the insurance certificate giving full details of cover and evidence providing payment of the current year's premium.
10.3 This clause 10 shall survive termination of the Contract.
11.1 Without limiting its other rights or remedies, either party may terminate the Contract by giving the other party 30 days written notice.
11.2 Without limiting its other rights or remedies, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of receipt of notice in writing to do so;
(b) the other party repeatedly breaches any of the terms of the Contract 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 the Contract;
(c) the other party is unable to pay its debts generally or within the meaning of the Insolvency Act 1986, is negotiating with its creditors in relation to settlement of any debt, is or is likely to be wound up (if a company) or is or is likely to be the subject of a bankruptcy petition (if an individual), a creditor takes action to secure or repay a debt over any of the other party’s assets and such action is not discharged within 14 days, an application is made to court or an order is made for, or a notice of intention to appoint is given, for an administrator to be appointed, a receiver is appointed, or if any event occurs which has an equivalent or similar effect on the other party and its financial standing.
(d) the other party suspends or threatens to suspend, or ceases or threatens to cease to carry on, all or a substantial part of its business; or
(e) the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
12. Consequences of termination
On termination of the Contract for any reason:
(a) the Licensor will terminate the Licensee’s Assessor Licence with immediate effect;
(b) the Licensee will not be entitled to a refund of any Fees paid to the Licensor under the Contract;
(c) the Licensee will not be entitled to claim any compensation for termination of its Assessor Licence by the Licensor;
(d) the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
(e) clauses which expressly or by implication survive termination shall continue in full force and effect.
13. Force majeure
13.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Licensor including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Licensor or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
13.2 The Licensor shall not be liable to the Licensee as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
13.3 If the Force Majeure Event prevents the Licensor from providing any of its obligations under the Contract for more than 12 weeks, the Licensor shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Licensee.
14. Licensor’s right to vary these Terms
14.1 The Licensor may amend these Terms from time to time. The Licensee should check the Website from time to time to take notice of any changes made. Any such changes will be binding on the Licensee.
15.1 Assignment. The Licensee shall not assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract or any part of it.
(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or e-mail.
(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 15.2(a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax or e-mail, one Business Day after transmission.
(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
15.4 Waiver. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
15.5 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
15.6 Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.
15.7 Governing law. This Contract, 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.
15.8 Jurisdiction. 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 this Contract or its subject matter or formation (including non-contractual disputes or claims).