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Detectortester Testifire XTR2
Terms and Conditions

These terms and conditions ("Terms") apply to Detectortester's Testifire XTR2 connected product.

Detectortesters Connected Products 

Terms and Conditions
• Part A – Definitions and interpretation
• Part B – Hardware specific terms
• Part C – App and Portal specific terms
• Part D - General terms

Detectortesters Connected Products 

Terms and Conditions
These terms and conditions ("Terms") apply to supply of, and use of Detectortesters’ connected devices, mobile application, and online portal
The Customer’s attention is particularly drawn to the exclusions and limitations of liability at clause 21.
 

Part A – Definitions and interpretation
1 Definitions and interpretation
1.1 In these Terms, unless the context otherwise requires, the following definitions shall apply:
  "Agreement" means the agreement between Detectortesters and the Customer on these Terms.
  “Agreement Personal Data” means Personal Data which is to be processed under this Agreement, as more particularly described in clause 17.2
  "App" means the application known as "DT-connect" or “DT-connect Pro” to be supplied by Detectortesters, including at Detectortesters’ full discretion, any updates, upgrades, modifications, enhancements or other developments of the App, including to correct faults or add functions. 
  "App Store" means the application store used to download the App, for example Apple (iOS) or Google Play (Android). 
  “App Store Terms” means the terms and conditions and/or policies of the relevant App Store. 
  "Applicable Law" mean: (a) any law and any legally binding rule, policy, guidance or recommendation issued by any governmental, statutory or regulatory body and any legally binding industry code of conduct or guideline, in each case; and (b) any non-binding  rule, policy, guidance or recommendation issued by any governmental, statutory or regulatory body and any non-binding industry code of conduct or guideline, which, in each case, applies to one or each of the parties to this Agreement or relates to this Agreement, the App, the Portal, the Hardware, the Documentation, the Services, the activities which are comprised in all or some of the Services or the use or application of the output from the Services and which is in force from time to time
  "Authorised Users" means the employee or employees of the Customer (or an individual engaged by the Customer under a temporary contract) which have been authorised by the Customer to access and use the Hardware, App, Portal and/or Documentation.
  "Connected Devices" means hardware that features a Bluetooth or Wi-Fi module supplied by Detectortesters or a Supplier to the Customer.
  “Connected Products” means the combination of the Connected Device, App and Portal. 
  "Confidential Information" means all confidential information which is disclosed, or made available, directly or indirectly by one party to the other whether before, on or after the date of the Agreement, and whether orally, in writing, in electronic form or other media, which relates to a party's business including without limitation its products, operations, processes, plans or intentions, developments, trade secrets, know‑how, market opportunities, personnel, suppliers and customers of the party disclosing it, any other information which is identified as being of a confidential nature or would appear to a reasonable person to be confidential and all information derived from any of the above together with the existence or provisions of this Agreement and the negotiations relating to it.
  "Customer" means the business entity either purchasing the Hardware and/or Services (as applicable) or to which such Hardware and/or Services (as applicable) is registered to.
  “Data Protection Laws” any laws in force in the United Kingdom  from time to time that relate to data protection, the processing of personal data, privacy and/or electronic communications; and references to “Controller”, “Data Subjects”, “Personal Data”, “processing” and “Processor” have the meanings set out in and will be interpreted in accordance with such laws (and for the purposes of clause ‎17 “process” and “processed” will be interpreted accordingly)
  "Detectortesters" means No Climb Products Limited (company number: 00839470) whose registered office is at Edison House, 163 Dixons Hill Road, Welham Green, Hertfordshire, AL9 7JE.
  “Detectortesters Customer Account” means the Customer’s user account with Detectortesters in connection with goods and services relating to Connected Products.
  "Documentation" the operating manuals, user instruction manuals (including the Hardware user manual as amended from time to time), technical literature and all other related materials in human-readable and/or machine-readable forms supplied by Detectortesters in respect of the Hardware, the App and/or Portal, as may be updated or amended from time to time.
  "Fees" means together all of the fees payable by the Customer under the Agreement, including (as applicable): (a) the Hardware Fees; (b) the Subscription Fees
  "Force Majeure Event" means any cause affecting the performance by a party of any of its obligations under this Agreement which is beyond its reasonable control and which, by its nature, could not have been foreseen or, if foreseeable, was unavoidable, which includes (without limitation): earthquake, flood, storm, act of God or of public enemies, national emergency, epidemic, pandemic, invasion, insurrection, riots, strikes, picketing, boycott, interruption of services rendered by any public utility or interference from any government agency or official.
  “Freemium Services” means the version or feature set of the App made available by Detectortesters to all customers and users, on a free of charge basis, which enables the relevant customers and users to access basic functionality of the Hardware, App and Portal.
  “Goods” means the goods (which may include Hardware) supplied by Detectortesters or a Supplier to the Customer as part of an Order in connection with the Hardware. 
  "Hardware" means the physical Detectortesters’ Connected Device used to complete fire system testing supplied by Detectortesters or a Supplier to the Customer. 
  "Hardware Fees" means the fees payable by the Customer for the provision of the Hardware by Detectortesters, and for the purpose of clause 21.4, this shall include (as applicable) a sum equivalent to the fees paid by the Customer to the relevant Supplier for the Hardware, where the Hardware has been purchased by or on behalf of the Customer from a Supplier.
  "Intellectual Property Rights" means rights in inventions, patents, trade marks, service marks, rights in designs, rights in trade names and business names, rights to sue for passing off, rights in the nature of unfair competition rights, trade secrets, copyrights (including, for the avoidance of doubt, rights in computer software), database rights and semiconductor topography rights, rights of confidentiality and other proprietary rights relating to information including know how and other technical information (in each case whether registered or unregistered and including applications to register any of the foregoing) and all rights or forms of protection of a similar nature or having equivalent or similar effect to any of the foregoing which may subsist anywhere in the world.
  “Liability” means liability arising out of or in connection with the Agreement, whether in contract, tort, misrepresentation, restitution, under statute or otherwise, including any liability under an indemnity contained in the Agreement and/or  arising from a breach of, or a failure to perform or defect or delay in performance of, any of a party’s obligations under the Agreement and/or any defect in any of the Hardware, App and/or Portal in each case howsoever caused including if caused by negligence.
  “Personal Data Security Incident” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Agreement Personal Data transmitted, stored or otherwise processed
  "Portal" means the client cloud portal provided by Detectortesters to allow the Customer to access, view and download reports and documents, and register Hardware and Authorised Users. 
  “Premium Services” means the version of the App or applicable selected features within the app, made available by Detectortesters to customers and users for a rolling monthly subscription fee, which provides the relevant customers and users with enhanced functionality of the Hardware, App and Portal compared to the Freemium Services.
  “Restricted Transfer” means any transfer of Agreement Personal Data which is undergoing processing, or is intended to be processed after transfer, to a country or territory outside the United Kingdom
  “Services” means the Freemium or Premium Services, and any other services provided by or on behalf of Detectortesters to the Customer or its Authorised Users (as applicable) in connection with the Agreement.
  “Sub-Processor” means any person appointed, engaged or permitted by Detectortesters to process Agreement Personal Data.
  "Subscription Fees" means the fees payable by the Customer for the provision of Premium Services.
  "Subscription Term" means the period set out in clause 14.1.
  “Supplier” means a distributor authorised by Detectortesters to supply Detectortesters’ goods and/or services.
  “Supplier Terms” means the Supplier’s relevant terms of supply that apply to Hardware purchased from a Supplier.
  “Terms” means the terms and conditions set out in Part A to Part E herein.
  “Termination Date” means the date on which this Agreement expires or terminates for whatever reason.
  "Third Party Software" means any third party software forming part of the App and/ or Portal.
  "VAT" means: (a) any value added tax imposed by the Value Added Tax Act 1994; (b) any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112); (c) any other tax of a similar nature to that referred to in paragraphs (a) or (b) above, whether imposed in the United Kingdom or in a member state of the European Union in substitution for, or levied in addition to, any tax referred to in paragraphs (a) or (b) above; and (d) any other tax of a similar nature to that referred to in paragraphs (a), (b) or (c) above imposed in any country in the world.
1.2 Interpretation
(a) all headings are for ease of reference only and will not affect the construction or interpretation of the Agreement;
(b) unless the context otherwise requires:
(i) references to the singular include the plural and vice versa and references to any gender include every gender; and
(ii) references to a “person” include any individual, body corporate, association, partnership, firm, trust, organisation, joint venture, government, local or municipal authority, governmental or supra-governmental agency or department, state or agency of state or any other entity (in each case whether or not having separate legal personality);
(c) references to any legislation or legislative provision will include any subordinate legislation made under it and will be construed as references to such legislation, legislative provision and/or subordinate legislation as modified, amended, extended, consolidated, re-enacted and/or replaced and in force from time to time;
(d) any words following the words “include”, “includes”, “including”, “in particular” or any similar words or expressions will be construed without limitation and accordingly will not limit the meaning of the words preceding them;
(e) references to “in writing” or “written” include e-mail but not other methods of electronic messaging.
(f) an obligation on a party to procure or ensure the performance or standing of another person will be construed as a primary obligation of that party.
 

Part B – Hardware specific terms
2 General
2.1 Except where expressly stated otherwise in the Agreement, the following terms and conditions apply to the supply of the Hardware by Detectortesters or a Supplier and the use of the Hardware by the Customer and any of its Authorised Users:
(a) the terms and conditions set out in this Part B (Hardware Specific Terms);
(b) the terms and conditions set out in Part E (General Terms); and
(c)  the terms and procedures set out in the relevant Documentation.
3  Title and Risk in the Hardware
3.1 Risk in any Hardware shall pass to the Customer at the time of receipt such Hardware to the Customer.
3.2 Where the Customer has purchased the Hardware from Detectortesters, legal and beneficial ownership of the Hardware will not pass to the Customer until the Detectortesters has received in full in cleared funds:
(a) all sums due to it in respect of the Hardware; and
(b) all other sums which are, or which become due to the Detectortesters from the Customer on any account whatsoever
3.3 Notwithstanding clause 3.2, where the Customer has purchased the Hardware from a Supplier, the terms relating to title in the relevant Supplier Terms shall apply instead of clause 3.2 of these terms.
4 Registration and ongoing use
4.1 Prior to first use of the Hardware, the Customer must register the Hardware via the Portal by following the relevant steps set out in the Hardware quick start guide and user manual.
4.2 In order to complete Registration, the Customer will be required to either sign in to their existing account via the Portal or create a new account on the Portal. Further information on how to create an account or sign in to an existing account (as applicable) is set out in the Hardware quick start guide and user manual.
4.3 Once registration is complete, the Customer must assign at least one Authorised User to the Hardware via the Portal in order to use the Freemium or Premium Services.
4.4 Upon assigning an Authorised User the Customer is entitled to use Freemium services. In order to access Premium Services the Customer must purchase a Subscription/s via the portal.
4.5 The Customer must be verified and confirmed by Detectortesters before the Customer can purchase a Subscription/s via the Portal.
4.6 The Customer may a cancel a Subscription at any time by via the Portal. In the event that the customer cancels a Subscription, the Subscription will remain active and accessible until the next billing period, and no further charges will be incurred beyond that point. Detectortesters will not issue any pro-rata refunds for the remaining unused portion of the subscription period after cancellation.
4.7 In order to use the Hardware, subject to complying with the relevant terms and conditions in these Terms, each Authorised User will need to:
(a) be registered as an Authorised User; and
(b) download the App; and
(c)  pair its mobile device with the relevant Hardware
4.8 An Authorised User must register the Hardware’s first smoke cartridge and each subsequent smoke cartridges (as applicable).
4.9 In order to change the customer that the Hardware is registered to, the Customer must cancel any active Subscriptions, unregister the Hardware on the Portal from its account and then the Hardware can be registered to a new customer, provided that customer complies with these terms and conditions.
5 Hardware Warranties
5.1 Detectortesters warrants that, upon receipt of the Hardware by or on behalf of the Customer, the Hardware shall be free from material defects in design, material and workmanship for a period of 24 months.
5.2 Unless an exception applies (as set out in clause 5.6), if the Customer gives Detectortesters notice in writing within fourteen (14) days of discovery that the Hardware does not comply with the warranties set out in clause 5.1, provided that:
(a) the Customer promptly returns such Hardware to Detectortesters; and
(b) Detectortesters is given a reasonable opportunity to examine such Hardware; and
(c)  the Customer provides Detectortesters with all information and assistance which Detectortesters may reasonably require to investigate the alleged breach; then
  Detectortesters shall, in its entire discretion and at its option, repair or replace the defective Hardware, or refund the price of the defective Hardware in full and subject to clause 21.1 and clause 21.4, this will be the Customer's only remedy for breach of the warranty. These Terms shall apply to any repaired or replacement products supplied by Detectortesters.
5.3 Where Detectortesters replaces any Hardware pursuant to clause 5.2, Detectortesters reserves the right to replace any such Hardware that has been discontinued with a product from then-current Detectortesters’ product line of comparable value and function.
5.4 The Customer acknowledges that the Hardware's true colour may not exactly match that shown online or in any Detectortesters marketing or its packaging may be slightly different.
5.5 The Customer’s only remedy for breach of the obligation at clause 5.2 will be in damages.
5.6 Detectortesters shall not be liable for the Hardware's failure to comply with the warranties set out in clause 5.1 above if:
(a) the Customer makes any further use of such Hardware after informing Detectortesters that the Hardware is non-compliant with the warranty at clause 5.1;
(b) the defect arises because the Customer has failed to follow Detectortesters’ oral or written instructions as to the storage, installation, use or maintenance of the Hardware or (if there are none) good trade practice;
(c)  the Customer alters or repairs the Hardware without Detectortesters’ written consent;
(d) a defect in the Hardware is caused or exacerbated by improper use, handling, installation, maintenance or storage by the Customer following delivery of such Hardware; or
(e) the defect arises because of fair wear and tear, wilful damage, negligence, or abnormal working conditions.
5.7 Subject to clause 21.1 and clause 21.4 , Detectortesters will not have any Liability for a breach of clause 5.1 if the Customer does not comply with any of its obligations under clause 5.2 in respect of the breach. This clause 5.7 shall survive expiry or termination of this Agreement however arising.
 

Part C – App and Portal Specific Terms
6 General
6.1 Except where expressly stated otherwise in this Agreement, the following terms and conditions apply to the supply of the App by Detectortesters and the use of the App and/or Portal (as applicable) by the Customer and any Authorised User:
(a) the terms and conditions set out in this Part C (App and Portal Specific Terms); 
(b) the terms and conditions set out in Part E (General Terms); and
(c)  the terms and procedures set out in the relevant Documentation.
6.2 By accessing or using the Portal, the Customer and each Authorised User will be deemed to have accepted of these Terms. If a user does not agree to these Terms, that user should immediately cease use of the Portal.
6.3 By downloading and using the App, the Customer and each Authorised User will be deemed to have accepted the relevant terms under Part C of this Agreement. If a user does not agree to these Terms, that user should not download or use the App.
6.4 The following policies also apply to use of the App and Portal by the Customer and each Authorised User:
(a) The Detectortesters privacy notice (as set out in Appendix One)
6.5 The Customer will be responsible for ensuring that any of its Authorised Users that access the App and/or Portal in connection with their Detectortesters Customer Account is aware of these Terms and the privacy notice referred to above and that they comply with them.
6.6 Detectortesters reserves the right, as Detectortesters will in its discretion determine, to make an improvement, substitution or modification in whole or in part to the App and/or Portal and/or the content on each of these, including without limitation by adding or removing content or functionality, at any time.
6.7 Detectortesters:
(a) make no warranties, representations, undertakings or guarantees that the App or Portal or any content on either will be:
(i) free from errors or omissions; and
(ii) secure or free from bugs or viruses; and 
(b) does not guarantee that access to the App, or the content on it, will always be available or uninterrupted.  The Customer and its Authorised Users’ right to access the App or the Portal are given on a temporary basis only.
6.8 Detectortesters offers its customers the option to use either the Freemium Services or subject to payment of the applicable Subscription Fees by the Customer, the Premium Services. The Customer may opt to use either the Freemium Services or the Premium Services version of the App and Portal on the terms set out in this Agreement.
7 App requirements and additional third party terms
7.1 Subject to the Customer's ongoing compliance with this Agreement, the Customer may download the App from the relevant App Store.
7.2 Use of the App by the Customer, any Authorised User and any other user is also subject to the App Store Terms In the event of any conflict or inconsistency between these Terms and the App Store Terms, the App Store terms will prevail in respect of downloading of the App only. 
7.3 In order to download and access the App, each Authorised User will need to have a compatible mobile device which meets the requirements set out in application description on the relevant App Store the Authorised User opts to use (including download size and memory requirements, version of operating system, device compatibility, etc). 
7.4 From time to time Detectortesters may automatically update the App and change the services it provides via the App in order to improve performance, enhance functionality, reflect changes to the operating system or address security issues. Alternatively, the Customer and/or any of its Authorised Users (as applicable) may be notified as a user of the App that an update is available and be requested to download and install the updated App for these reasons.
8 Licence to use the App and the Portal
  Freemium licence 
8.1 Detectortesters hereby grants to the Customer, on a free of charge basis, a revocable, non-exclusive, non-transferable licence (sub-licensable to the Customer's Authorised Users, only, in accordance with this Agreement) to use and access (and permit its Authorised Users to use and access) the Freemium Services via the App and the Portal during the term of this Agreement only, for the Customer's internal business operations.
  Premium licence
8.2 The Customer may choose to upgrade its access rights to the Premium Services by purchasing the Premium Services via the Portal, provided the Customer pays the applicable Subscription Fees and complies with these Terms.
8.3 Subject to the payment of all applicable Fees by the Customer in accordance with clause 13 and subject to the Customer’s (and its Authorised Users, as applicable) compliance with these Terms, Detectortesters hereby grants to the Customer a revocable, non-exclusive, non-transferable licence (sub-licensable to the Customer's Authorised Users, only, in accordance with this Agreement) to use and access (and permit its Authorised Users to use and access) the Premium Services (or an applicable subset thereof) via the App and the Portal during the Subscription Term (or, if earlier, until this Agreement is terminated) only, for the Customer's internal business operations.
8.4 The App and Portal is intended for use in the geographic territory where it has been supplied. The Customer acknowledged that if they use the product outside of this territory, they are responsible for any sales and use tax that arises.
8.5 The Customer shall not access, use, sub-licence or allow any third party to access the App or the Portal except (in each case) as permitted by these Terms.
8.6 The Customer undertakes to:
(a) ensure that its usage of the App and/or the Portal does not exceed the licence set out in clauses 8.1 to 8.5 (as applicable); and
(b) notify Detectortesters as soon as it becomes aware of any use of the App and/or the Portal in excess of the licence set out in clauses 8.1 to 8.5 (as applicable).
8.7 The Customer shall not (and shall procure that its Authorised Users shall not):
(a) save to the extent expressly permitted by law, attempt to decompile, decode, disassemble, reverse engineer, translate it into any other compute language or otherwise reduce to human-perceivable form all or any part of the App or the Portal;
(b) modify, alter, adapt, make error corrections to or in any way interfere with or interrupt the integrity of the App or the Portal or third party data contained therein;
(c) use the App or the Portal in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into the App, the Portal or any operating system;
(d) infringe Detectortesters’ Intellectual Property Rights or those of any third party in relation to the Customer's or any of its Authorised Users' use of the App or the Portal;
(e) transmit any material that is defamatory, offensive, threatening or otherwise objectionable through the App or the Portal;
(f) use the App or the Portal in a way that could damage, disable, overburden, impair or compromise Detectortesters’ systems or security or interfere with other users;
(g) licence, sell, resell, rent, lease, transfer, assign, novate, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the App or the Portal available to any third party except the Authorised Users in accordance with these Terms;
(h) copy or  reproduce in any way the whole or a part of the App, Portal or Documentation except as part of the normal use of the App or Portal or where it is necessary for the purpose of normal operational security and back-up purposes and clauses 8.1 to 8.5 (as applicable) and this clause 8.7 will apply to such copies as they apply to the original supplied to the Customer or its Authorised Users (as applicable). Such copies and the media on which they are stored will, as between Detectortesters and the Customer, be the property of Detectortesters and the Customer will ensure that all such copies bear Detectortesters (or, where applicable, the relevant third party proprietor’s) proprietary notice; and
(i) remove or alter any copyright notices or similar proprietary devices, including any electronic watermarks or other identifiers, that may be incorporated in the App or Portal.
8.8  The Customer will notify Detectortesters as soon as it becomes aware of any unauthorised use of the App and/or Portal by any person.
8.9 The Customer acknowledges and agrees that its (and its Authorised Users’) only right to use the App and Portal is as set out in clauses 8.1 to 8.5 (as applicable) ‎and that, as between Detectortesters and the Customer, title to and all Intellectual Property Rights in or relating to the App, Portal and the Documentation are and will remain the exclusive property of Detectortesters (or its relevant licensors, as applicable).
8.10 Detectortesters shall not be responsible for any error in, or failure of the App or the Portal insofar as such error or failure occurs in or is caused by any failure by the Customer to comply with the Agreement.
8.11 The licence set out in clauses 8.1 to 8.5 (as applicable) shall automatically expire at the end of the relevant Subscription Term or on termination or expiry of the Agreement for any reason.
9 Customer Obligations
9.1 Subject to clause 9.2, the Customer shall be responsible for obtaining all necessary rights or licence(s) for the use of the App and/or Portal (applicable) in combination with any applicable Customer software.  The Customer shall indemnify and hold Detectortesters harmless in respect of all costs, losses, damages, liabilities or reasonable expenses which it may suffer or incur in connection with the Customer's or any of its Authorised Users' use of the App or Portal in combination with such Customer software
9.2 The Customer acknowledges that the App or Portal may comprise certain Third Party Software subject to applicable Additional Third Party Terms. The Customer shall (and shall procure that its Authorised Users shall) comply with the Additional Third Party Terms (which shall apply mutatis mutandis to the provision of the App and Portal) and shall indemnify and hold harmless Detectortesters in respect of any breach of any such Additional Third Party Terms by the Customer or any of its Authorised Users.
9.3 The Customer shall:
(a) keep and ensure that each Authorised User shall keep, their password(s) for use of the App and/or the Portal secure;
(b) provide Detectortesters with such information as it may reasonably require to provide the App and the Portal;
(c) ensure that its use and or access to the App and the Portal and use or access by Authorised Users complies with the Documentation, any Applicable Law and other relevant legal requirements;
(d) be solely responsible for providing the means for Authorised Users to access the App and the Portal and for ensuring that any required access devices, networks and other items are in accordance with any system requirements as may be advised by Detectortesters (or the relevant App Store provider, as applicable) from time to time;
(e) ensure that any equipment connected to or used with the App and the Portal is connected and used in accordance with any instructions, safety or security procedures applicable to the use of such equipment and is technically compatible with the App and the Portal (as applicable) and approved for that purpose under any relevant Applicable Law.
10 Updates to the App and Portal
10.1 From time to time Detectortesters may automatically update the App and/or the Portal to improve performance, enhance functionality, reflect changes to an operating system or address security issues. Alternatively the Customer may be required to update the App and/or the Portal for these reasons.
10.2 If the Customer (or any of its Authorised Users) chooses not to install any such update or if the Customer (or any of its Authorised Users) opts out of any automatic updates the Customer (and/or its Authorised Users) may not be able to continue using the App and/or the Portal.
 

Part D – General Terms
11 Authorised Users
11.1 The Customer shall ensure that each Authorised User complies with the provisions of this Agreement and the Customer shall be liable for any acts or omissions of such persons as if they were its own acts or omissions.
11.2 The Customer shall register each Authorised User prior to granting such Authorised User access to the Hardware, App or Portal.
12 General Customer Obligations
12.1 The Customer shall comply with all Applicable Law: (a) as required to enable Detectortesters to provide the Hardware, App and/or Portal; and (b) in the performance of its rights and obligations under this Agreement.
12.2 The Customer shall inform Detectortesters of any changed circumstances or information that may have an impact on its provision of Detectortesters’ obligations under this Agreement.
  The Customer shall provide (and as applicable shall procure that its personnel and suppliers provide), in a timely manner, such cooperation, information, documents and access to personnel, systems and other facilities as Detectortesters reasonably needs or requests to enable it to carry out its obligations under this Agreement and the Customer shall obtain any necessary licences and permissions to permit Detectortesters to do so.  
13  Limitations
13.1 The Hardware, App, Portal and Documentation are provided to the Customer on an "as is" basis.
13.2 Detectortesters does not warrant that the use of the Hardware, App or the Portal will be uninterrupted or error-free. In particular, Detectortesters shall have no responsibility for any failure in service provision triggered by extraneous causes such as the Customer's (or any Authorised User's) ISP or general internet outage.
13.3  All conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into this licence or any contract, whether by statute, common law or otherwise, are hereby excluded, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.
13.4 The Customer acknowledges that each of the Hardware, App and Portal have not been prepared to meet the Customer's individual requirements and that it is therefore the responsibility of the Customer to ensure that the functions described in the Hardware, App and the Portal meet its requirements. Detectortesters shall not be liable for any failure of the Hardware, App or the Portal to meet the Customer's individual requirements.
14 Subscriptions and Fees
14.1 The Term of paid Premium Services subscriptions shall be on a rolling monthly basis.
14.2 The Subscription Fees shall fall due on the day of the month that the initial subscription term commenced.
14.3 The Customer may cancel a Subscription it has purchased at any time via the Portal. In the event that the customer cancels a Subscription, the Subscription will remain active and accessible until the next billing period, and no further charges will be incurred beyond that point. Detectortesters will not issue any pro-rata refunds for the remaining unused portion of the subscription period after cancellation.
14.4 Detectortesters may change the Subscription Fees from time to time. If Detectortesters changes the Customer’s Subscription Fee due to, for example, changes in the law, tax rates, inflation, technology and software costs for the Services, or industry-wide changes in overall costs for providing the Services to the Customer, Detectortesters will notify the Customer via email of the fee change and effective date for the fee change at least thirty (30) days before it takes effect. At any time within thirty (30) days of the notice of a Subscription Fee change, the Customer may reject the change by cancelling its subscription at no additional cost to the Customer. If the Customer decides to cancel the Premium Services it has purchased with immediate effect, Detectortesters will give the Customer, if applicable, a prorated refund of any fees paid for the billing period of the Premium Services which have not been used.
14.5 All Fees and all other monies payable by the Customer under this Agreement are exclusive of VAT which shall be added where appropriate at the prevailing rate. All amounts due will be without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
15 Intellectual Property Rights
15.1 All Intellectual Property Rights in the Hardware, the App, the Portal, and the Documentation throughout the world belong to Detectortesters (or its licensors) and such Intellectual Property Rights are licensed to the Customer and any Authorised User only in accordance with the terms and conditions of this Agreement. The Customer and any Authorised User has no Intellectual Property Rights in, or to, the Hardware, the App, the Portal or the Documentation other than the right to use them in accordance with these Terms.
15.2 All Intellectual Property Rights in the reports and data generated via the App and Portal by the Customer throughout the world belong to Detectortesters  and such Intellectual Property Rights are licensed to the Customer and any Authorised User only in accordance with the terms and conditions of the Agreement. The Customer has no Intellectual Property Rights in, or to, the reports other than the right to use them in accordance with these Terms.
15.3 Detectortesters may use information it obtains pursuant to and/or in connection with this Agreement for Detectortesters’ development of expertise and professional know-how, benchmarking, analytics, quality assurance or other purposes related to its business.
16 Confidentiality
16.1 Each party undertakes that it shall not at any time disclose to any person any Confidential Information 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 16.2.
16.2 Each party may disclose the other party's Confidential Information:
(a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this Agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's Confidential Information comply with this clause 16; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
16.3 No party shall use any other party's Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.
17 Data Protection 
17.1 The Customer acknowledges that Detectortesters will process personal data collected in connection with the Agreement as controller for the purposes of its own business purposes including the security of the App and the Portal.
17.2 The Customer authorises Detectortesters to process the Agreement Personal Data during the term of this Agreement as a Processor as follows:
  Subject matter of processing: reporting, user management & device status
  Duration of processing: whilst the Customer has access to the Services
  Nature of processing: storage and management of user data, device data and creation of reports
  Purpose of processing: for the provision of the Services and product recommendations
  Type of Personal Data: user name, contact details and location where reports are completed
  Categories of Data Subject: users of the Services and the Hardware
17.3 The Customer warrants to Detectortesters that:
(a) it has all necessary rights to authorise Detectortesters to process Agreement Personal Data in accordance with this Agreement and the Data Protection Laws; and
(b) its instructions to Detectortesters relating to processing of Agreement Personal Data will not put Detectortesters in breach of Data Protection Laws, including with regard to Restricted Transfers.
17.4 If Detectortesters considers that any instructions from the Customer relating to processing of Agreement Personal Data may put Detectortesters in breach of Data Protection Laws, Detectortesters will inform the Customer of such and will be entitled not to carry out that processing and will not be in breach of this Agreement or otherwise liable to the Customer as a result of its failure to carry out that processing.
17.5 The Customer authorises Detectortesters to engage Sub-Processors, (including those listed in the Detectortesters privacy notice as set out in Appendix 1). Detectortesters will inform the Customer of any intended changes concerning the addition or replacement of Sub-Processors in advance and will provide as much notice as reasonably possible of the same, thereby giving the Customer the opportunity to object to such changes if the Customer, acting reasonably and in good faith, considers the additional or replacement Sub-Processor causes issues of material non-compliance with Data Protection Laws. If the Customer objects to such a change the parties will seek to resolve the objection in good faith. If the parties fail to resolve the dispute thirty (30) days of referral, the Customer’s sole remedy will be to terminate this Agreement by giving not less than thirty (30) days’ written notice to that effect to Detectortesters.
17.6 If Detectortesters appoints a Sub-Processor, Detectortesters will put a written contract in place between Detectortesters and the Sub-Processor that specifies the Sub-Processor’s processing activities and imposes on the Sub-Processor the same terms as those imposed on Detectortesters in this clause 17. Detectortesters will remain liable to the Customer for performance of the Sub-Processor’s obligations.
17.7 Detectortesters will:
(a) process the Agreement Personal Data only on documented instructions (including the Agreement) from the Customer (unless Detectortesters or the relevant Sub-Processor is required to process Agreement Personal Data to comply with domestic law to which Detectortesters is subject, in which case Detectortesters will notify the Customer of such legal requirement prior to such processing unless such law prohibits notice to the Customer on public interest grounds);
(b) immediately notify the Customer if, in its reasonable opinion, any instruction received from the Customer infringes any of the Data Protection Laws; 
(c) ensure that any individuals authorised to process Agreement Personal Data have committed themselves to confidentiality, are subject to confidentiality obligations or are under an appropriate statutory obligation of confidentiality;
17.8 ensure that any individual authorised to process Agreement Personal Data is subject to confidentiality obligations or is under an appropriate statutory obligation of confidentiality;
(a) taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing, implement, and assist the Customer to implement, technical and organisational measures to ensure a level of security appropriate to the risk presented by processing the Agreement Personal Data, in particular from a Personal Data Security Incident;
(b) notify the Customer without undue delay after becoming aware of a Personal Data Security Incident;
(c) provide reasonable assistance to the Customer (at the Customer’s cost) in:
(i) complying with its obligations under the Data Protection Laws relating to the security of processing Agreement Personal Data;
(ii) responding to requests for exercising Data Subjects’ rights under the Data Protection Laws, including by appropriate technical and organisational measures, insofar as this is possible;
(iii) documenting any Personal Data Security Incidents and reporting any Personal Data Security Incidents to any responsible data protection supervisory authority and/or Data Subjects; and 
(iv) conducting data protection impact assessments of any processing operations and consulting with Data Protection Supervisory Authorities, Data Subjects and their representatives accordingly;
(d) at the option of the Customer, securely delete or return to the Customer all Agreement Personal Data promptly after the end of the provision of services relating to Processing or at any time upon request, and securely delete any remaining copies;
(e) make available to the Customer all information necessary to demonstrate compliance with the obligations set out in this clause 17; and
(f) allow for and contribute to audits, including inspections, conducted by the Customer or another auditor mandated by the Customer, provided that the Customer gives Detectortesters at least thirty (30) days’ prior written notice of each such audit and that each audit is carried out at the Customer’s cost, during business hours, so as to cause the minimum disruption to Detectortesters’ business and without the Customer or its auditor having any access to any data belonging to a person other than the Customer. Any materials disclosed during such audits and the results of and/or outputs from such audits will be kept confidential by the Customer. 
17.9 Detectortesters may make a Restricted Transfer if it demonstrates or implements an appropriate safeguard for that Restricted Transfer in accordance with Data Protection Laws or the Restricted Transfer is otherwise compliant with the Data Protection Laws.
17.10 The qualifications at clause 17.9 will not apply if:
(a) the Customer’s instructions require Detectortesters to make a Restricted Transfer and Detectortesters requires the Customer (pursuant to clause 17.7(a)) to demonstrate that an appropriate safeguard in accordance with Data Protection Laws has been put in place prior to such Restricted Transfer; or
(b) Detectortesters or the relevant Sub-Processor is required to make a Restricted Transfer to comply with relevant United Kingdom law to which it is subject, in which case Detectortesters will notify the Customer of such legal requirement prior to such Restricted Transfer unless such law prohibits notice to the Customer on public interest grounds.
   
18 Complaints 
  Detectortesters’ Customer Service Team: detectortesters-connect@detectortesters.com will use reasonable endeavours to resolve any problems the Customer may have with the use of the Hardware, App or Portal.
19 Termination
19.1 Without prejudice to any other rights or remedies available to Detectortesters, Detectortesters may, at its full discretion, terminate this Agreement and remotely disable and terminate the Customer's (and its Authorised Users') access to, and rights to use, the Hardware, App and/or Portal immediately on written notice to the Customer at any time:
(a)  if the Customer has materially breached any term of this Agreement and (if such breach is remediable) fails to remedy that breach within seven (7) days after being notified by Detectortesters to do so; 
(b) if the Customer repeatedly breaches any term of this Agreement;
(c) if the Customer fails to pay any Fees due under this Agreement on the due date for payment and remains in default not less than fourteen (14) days after being notified in writing to make such payment; or
(d) where required to do so by any Applicable Law.
20 Consequences of termination
20.1 Following the Termination Date:
(a) the following provisions will continue in force: clauses 1, 5.7, 15, 16, 20.1(b), 35 and ‎together with any other provisions which expressly or impliedly continue to have effect after expiry or termination of this Agreement;
(b) all other rights and obligations will immediately cease without prejudice to any rights, obligations, claims (including claims for damages for breach) and liabilities which have accrued prior to the Termination Date.
   
21 Liability
21.1 Nothing in this Agreement shall limit or exclude either party's Liability for: 
(a) death or personal injury caused by its negligence; 
(b) fraud, fraudulent misrepresentation or wilful default by or on the part of that party; and
(c)  anything else which it cannot by law limit or exclude its liability.
21.2 Subject to clause 21.1, Detectortesters will not be liable for the following loss or damage, whether arising in tort (including negligence), contract or breach of statutory duty, and even if foreseeable by the Customer: 
(a)  loss of profits; 
(b) loss of business;
(c) loss of revenue; 
(d) loss of contract; 
  in each case whether direct, indirect or consequential; and
(e) any indirect or consequential loss.
21.3 Detectortesters shall not be liable for any loss expense or damage howsoever arising (including by negligence) to any property of or furnished by the Customer or any third party and the Customer must insure its own property arising out of or in connection with this Agreement including the Hardware, App, Portal and Services.
21.4 Subject to clause 21.1, Detectortesters’ total, aggregate liability under or arising out of this Agreement shall be limited to an amount equal to the 125% of the Hardware Fees paid by the Customer. 
21.5 Nothing in this Agreement limits the Customer's liability to pay the Fees due under this Agreement.
21.6 Subject clause 21.1, all warranties, conditions and other terms implied by law (whether by statute, common law or otherwise) are excluded from this Agreement.
22 Changes
22.1 Detectortesters may temporarily suspend access to the Hardware, App and/or Portal to implement changes to the Hardware, App or Portal:
(a) to reflect changes in relevant laws and regulatory requirements; or
(b) to make minor technical adjustments and improvements, for example to address a security threat. 
23 Delays and Force Majeure 
23.1 If Detectortesters’ performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, then, without prejudice to any other right or remedy it may have, Detectortesters shall be allowed an extension of time to perform its obligations equal to the delay caused by the Customer.
23.2 Detectortesters shall not be in breach of this Agreement or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from a Force Majeure Event. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for six (6) weeks or more, the Customer may terminate this Agreement by giving thirty (30) days' written notice to Detectortesters.
24 Notices
24.1 Any notice to be given to a party under this Agreement shall be in writing, signed by or on behalf of the party giving it, and shall be served: (a) personally; (b) by prepaid first class post or recorded delivery (or international equivalent, where relevant); or (c) by email, to the address (or email address) of the receiving party (or to such other address (or email address) as may be notified by the receiving party to the other party in writing from time to time).
24.2 A notice shall be deemed to have been served:
(a) at the time of delivery, if delivered personally; or
(b) 48 hours after posting, in the case of an address in the same territory and 96 hours after posting for any other address; or
(c) one hour after completion of transmission by the sender, if sent by email (save where the email receives an automated response that it is undelivered or undeliverable in which event this deeming provision shall not apply).
25 No partnership or agency
  Nothing in this Agreement is intended to or shall operate to create a partnership or joint venture between the parties, or to authorise either party to act as agent for the other and neither party shall have authority to act in the name of or on behalf of the other, or to enter into any commitment or make any representation or warranty or otherwise bind the other in any way.
26 Assignment and subcontracting
  The Customer shall not assign, transfer, charge or otherwise encumber, declare a trust over or deal with in any other manner this Agreement or any right, benefit or interest under it, or subcontract any of its obligations under it, without the prior written consent of Detectortesters.
27 Cumulative remedies
  Save as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
28 Exclusion of third party rights
  Unless expressly provided in this Agreement, no term of this Agreement is enforceable by any person who is not a party to it whether pursuant to the Contracts (Rights of Third Parties) Act 1999 or otherwise.
29 Severance
  If a court or other authority determines that certain terms of this Agreement are unlawful, the other provisions of this Agreement shall not be affected and will continue to apply.
30 Variation
30.1 Detectortesters may need to amend these Terms to reflect changes in law or best practice or to deal with additional features to Detectortesters’ products and/or services.  
30.2 Detectortesters will provide the Customer with at least thirty (30) days' notice of any changes to these Terms to the Customer by posting a notification to the App or Portal or a statement on the Detectortesters website.
30.3 By continuing to use the App or the Portal (as applicable) the Customer agrees to such amended terms.
31 Survival
  Any provision of these Terms that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement, shall remain in full force and effect following any such termination or expiry.
32 Waiver
  No failure or delay by a party to enforce or exercise any right or remedy under this Agreement or by law shall be deemed to be a waiver of that or any other right or remedy, nor shall it operate so as to bar the enforcement or exercise of that or any other right or remedy at any time subsequently.  Any waiver of any breach of this Agreement shall not be deemed to be a waiver of any subsequent breach.
33 Entire agreement
33.1  This Agreement constitutes the entire agreement and understanding of the parties with respect to the subject matter of this Agreement and supersedes any prior agreements, representations, understandings or arrangements between the parties (oral or written) in relation to such subject matter.  Each party acknowledges that:
(a) upon entering into this Agreement, it does not rely, and has not relied, upon any representation (whether negligent or innocent), statement or warranty made or agreed to by any person (whether a party to this Agreement or not except those expressly set out in this Agreement; and
(b) the only remedy available in respect of any misrepresentation or untrue statement made to it shall be a claim for breach of contract under this Agreement.
33.2 Nothing in this clause 33 shall limit or exclude any liability for fraud.
34 Further assurance
  At its own expense, each party shall, and shall use reasonable endeavours to procure that any necessary third party shall, promptly execute all such documents and do all such other acts as are necessary to give full effect to this Agreement.
35 Governing law and jurisdiction
35.1 This Agreement and any dispute or claim (whether contractual or non-contractual) arising out of or in connection with it, its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
35.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (whether contractual or non-contractual) arising out of or in connection with this Agreement, its subject matter or formation.
  Version 2.02 - Last revision date: 6th December 2023
 

 
 

Appendix One: Privacy Notice
 

Detectortesters Connected Products

Privacy Notice
  Overview – the key information you should be aware of
(A) Who we are: We are Detectortesters (No Climb Products Ltd.), a company which designs, manufacturers and supplies market-leading solutions for fast, simple and effective testing of fire detectors.  If you need it, our company number is 00839470 and our registered office is Edison House, 163 Dixons Hill Road, Welham Green, Hertfordshire, AL9 7JE. No Climb Products Limited is the controller of your personal information, and is responsible for your personal information.  All references in this Notice to "Detectortestors", "our", "us" or "we" refer to No Climb Products Ltd, or our group companies, as appropriate.  All references in this Notice to "our website", refer to the website owned by Detectortesters at https://www.detectortesters.com/.
(B) Our values and what this Notice is for: We value your privacy and want to be accountable and fair to you as well as transparent with you in the way that we collect and use your personal information as part of your use of the Connected Product, which comprises the fire detector testing device (the "Connected Device"), the application known as "DT- Connect” or “DT-Pro” (the "App"), and the related client cloud web portal (the "Portal"), (together the "Connected Product").  We also want you to know your rights in relation to your information which you can find here (Your rights).  
  In line with these values, this privacy notice tells you what to expect when we collect and use personal information about you.  We have tried to make it easy for you to navigate so you can find the information that is most relevant to you and our relationship with you.  
  We are always looking to improve the information we provide to our customers and contacts so if you have any feedback on this privacy notice, please let us know using our contact details in Section 11.
(C) Who this notice applies to:  This notice applies to users of the Connected Device, the App and/or the Portal.
  We will collect and use your information in different ways, as is described in this notice.
(D) What this notice contains: This privacy notice describes the following important topics relating to your information.
1 How we obtain your personal information (Section 1);
2 Collection of your personal information and how we use it (Section 2):
3 Our legal basis for using your personal information (Section 3);
4 How and why we share your personal information with others (Section 4);
5 How long we store your personal information (Section 5);
6 Your rights (Section 6);
7 Where we may transfer your personal information (Section 7);
8 Marketing (Section 8);
9 Risks and how we keep your personal information secure (Section 9); 
10 Changes to this privacy notice (Section 10); and
11 Further questions and how to make a complaint (Section 11).
(E) Your rights to object: You have various rights in respect of our use of your personal information as set out in Section 6.  Two of the fundamental rights to be aware of are that:
1 you may ask us to stop using your personal information for direct-marketing purposes.  If you exercise this right, we will stop using your personal information for this purpose.
2 you may ask us to consider any valid objections which you have to our use of your personal information where we process your personal information on the basis of our, or another person's, legitimate interest.  
  You can find out more information in Section 6.
(F) What you need to do and your confirmation to us: Please read this privacy notice carefully to understand how we handle your personal information. By engaging with us in the ways set out in this privacy notice, you confirm that you have read and understood the entirety of this privacy notice, as it applies to you.
   
  The detail – the key information you should be aware of
1 How we obtain your personal information
1.1            You may provide us with your personal information when purchasing or using the Connected Device, the App or the Portal; downloading the App; and/or when setting up an account with us to use the App or the Portal.
1.2 You may also give us personal information about yourself by contacting us with enquiries by phone, email or other means.
2 Collection of your personal information and how we use it  
  Please go to the section (or sections below) that best describes our relationship with you to find out the information that we collect about you and how we use this information.  We refer to this as "personal information" throughout this notice.
2.1 Users of our Connected Device
(a) What personal information we collect about you
  We may collect any of the following information about you (and we may use any of the following information in the ways explained below):
(i) GPS location of the site where the test is being conducted
(b) How we use your personal information
  We will collect, use and store the personal information listed above for the following reasons:
(i) to provide the Connected Device to you which helps you to conduct and manage fire detector tests
(c) Source of personal information.  We receive your personal information from your use of the Connected Device.
2.2 Users of our App
(a) What personal information we collect about you
  We may collect any of the following information about you (and we may use any of the following information in the ways explained below):
(i) name of engineer or technician conducting the fire detector tests; and
(ii) the address and/or GPS location of the site where the test is being conducted; and
(iii) name, job title and signature of the relevant building's manager (or representative) of the site where the test is being conducted; and
(iv) the date and time stamps for tests conducted; and
(v) name and user name of person registering for access to the App
(b) How we use your personal information
  We will collect, use and store the personal information listed above for the following reasons:
(i) to provide you with access to the App which helps you to document, access and manage the results and information relating to your fire detector tests; and
(ii) to populate reports; and
(iii) To enable report search features
(c)  Source of personal information.  We receive your personal information from your use of App and Connected Device.
2.3 Users of the Portal
(a) What personal information we collect about you
  We may collect any of the following information about you (and we may use any of the following information in the ways explained below):
(i) name and user name of services manager or other person who registers for access to the Portal; 
(b) How we use your personal information
  We will collect, use and store the personal information listed above for the following reasons:
(i) to allow you to access the test reports; and
(ii) to help you manage product registrations and a technician's access and product registrations; and
(iii) to receive enquiries from you through the Portal about a test report
(c)  Source of personal information.  We receive your personal information from your use of the Portal.
2.4 People who contact us with enquiries 
(a) What personal information we collect about you
  We may collect any of the following information about you (and we may use any of the following information in the ways explained below):
(i) your name including your title; and
(ii) your email address; and
(iii) your telephone number; and 
(iv) information provided when you correspond with us; and 
(v) any updates to information provided to us
(b) How we use your personal information
  We will collect, use and store the personal information listed above to deal with any enquiries or issues you have about the Connected Product, including any questions you may have about how we collect, store and use your personal information, or any requests made by you for a copy of the information we hold about you.  If we do not have a contract with you, we may process your personal information for these purposes where it is in our legitimate interests for customer services purposes.
  Please see Sections 2.5 and 2.6 for more details about how we use your personal information.
2.5 Whatever our relationship with you is, we may also collect, use and store your personal information for the following additional reasons:
(a) to deal with any enquiries or issues you have about how we collect, store and use your personal information, or any requests made by you for a copy of the information we hold about you.  If we do not have a contract with you, we may process your personal information for these purposes where it is in our legitimate interests for customer services purposes;
(b) for internal corporate reporting, business administration, ensuring adequate insurance coverage for our business, ensuring the security of company facilities, research and development, and to identify and implement business efficiencies.  We may process your personal information for these purposes where it is in our legitimate interests to do so;
(c) to comply with any procedures, laws and regulations which apply to us – this may include where we reasonably consider it is in our legitimate interests or the legitimate interests of others to comply, as well as where we are legally required to do so;
(d) to establish, exercise or defend our legal rights – this may include where we reasonably consider it is in our legitimate interests or the legitimate interests of others, as well as where we are legally required to do so;
2.6 Further processing
  Before using your personal information for any purposes which fall outside those set out in this Section 2, we will undertake an analysis to establish if our new use of your personal information is compatible with the purposes set out in this Section 2. Please contact us using the details in Section 11 if you want further information on the analysis we will undertake.
3 Legal basis for use of your personal information
3.1 We consider that the legal bases for using your personal information as set out in this privacy notice are as follows:
(a) our use of your personal information is necessary to perform our obligations under any contract with you (for example, to fulfil an order you place with us for Connected Products, and to comply with the corresponding terms and conditions); or
(b) our use of your personal information is necessary for complying with our legal obligations (for example, for health and safety purposes, and for product compliance purposes); or
(c) where neither (a) nor (b) apply, use of your personal information is necessary for our legitimate interests or the legitimate interests of others (for example, to ensure the security and smooth  operation of the Connected Product). Our legitimate interests are:
(i) to run, grow and develop our business (as well as the businesses of our group companies);
(ii) to operate the App and Portal;
(iii) to provide customer support services in relation to the Connected Product;
(iv) where appropriate, to carry out marketing, market research and business development; and
(v) for internal group administrative purposes;
(d) If we rely on our (or another person's) legitimate interests for using your personal information, we will undertake a balancing test to ensure that our (or the other person's) legitimate interests are not outweighed by your interests or fundamental rights and freedoms which require protection of the personal information.  You can ask us for information on this balancing test by using the contact details at Section 11.1.
3.2 We may process your personal information in some cases for marketing purposes on the basis of your consent (which you may withdraw at any time after giving it, as described below).
3.3 If we rely on your consent for us to use your personal information in a particular way, but you later change your mind, you may withdraw your consent by contacting us at dataprotection@detectortesters.com and we will stop doing so. However, if you withdraw your consent, this may impact the ability for us to be able to provide certain services relating to the Connected Products to you.
4 How and why we share your personal information with others
4.1 We may share your personal information with our group companies where it is in our legitimate interests to do so for internal administrative purposes (for example, for corporate strategy, compliance, auditing and monitoring, research and development and quality assurance).    
4.2 We will share your personal information with the following third parties or categories of third parties:
(a) SaBe Interactive Ltd (t/a Tappable) who are responsible for software maintenance and bug fixing and may access personal information stored within the  App or Portal when providing support and maintenance services; and
(b) we may share anonymised and aggregated statistical information with third parties to develop market insights and demonstrate the commercial value of the Connected Product; and
(c) our other service providers, commercial partners and sub-contractors, including payment processors, fire safety software companies, utility providers, suppliers of technical and support services, insurers, logistic providers; and
(d) cloud service and hosting providers, such as Microsoft Azure.
4.3 Any third parties with whom we share your personal information are limited (by law and by contract) in their ability to use your personal information. We will always ensure that any third parties with whom we share your personal information are subject to privacy and security obligations consistent with this privacy notice and applicable laws.
4.4 We will also disclose your personal information to third parties:
(a) where it is in our legitimate interests to do so to run, grow and develop our business:
(i) if we sell or buy any business or assets, we may disclose your personal information to the prospective seller or buyer of such business or assets;
(ii) if substantially all of our or any of our affiliates' assets are acquired by a third party, in which case personal information held by us will be one of the transferred assets;
(b) if we are under a duty to disclose or share your personal information in order to comply with any legal obligation, any lawful request from government or law enforcement officials and as may be required to meet national security or law enforcement requirements or prevent illegal activity;
(c) in order to enforce or apply our terms of use, our terms and conditions for customers or any other agreement or to respond to any claims, to protect our rights or the rights of a third party, to protect the safety of any person or to prevent any illegal activity; or
(d)  to protect the rights, property, or safety of Detectortesters, our staff, our customers or other persons. This may include exchanging personal information with other organisations for the purposes of fraud protection.
4.5 We may also disclose and use anonymised, aggregated reporting and statistics about users of the Connected Product the purpose of internal reporting or reporting to our group or other third parties, and for our marketing and promotion purposes. None of these anonymised, aggregated reports or statistics will enable our users to be personally identified.
4.6 Save as expressly detailed above, we will never share, sell or rent any of your personal information to any third party without notifying you and, where necessary, obtaining your consent. If you have given your consent for us to use your personal information in a particular way, but later change your mind, you should contact us and we will stop doing so.
5 How long we store your personal information
  We keep your personal information for no longer than necessary for the purposes for which the personal information is processed.  The length of time for which we retain personal information depends on the purposes for which we collect and use it and/or as required to comply with applicable laws and to establish, exercise or defend our legal rights.
6 Your rights
6.1 You have certain rights in relation to your personal information. If you would like further information in relation to these or would like to exercise any of them, please contact us via email at dataprotection@detectortesters.com at any time. You have the following rights:
(a) Right of access.  You have a right of access to any personal information we hold about you.  You can ask us for a copy of your personal information; confirmation as to whether your personal information is being used by us; details about how and why it is being used; and details of the safeguards which are in place if we transfer your information outside of the United Kingdom or the European Economic Area ("EEA").
(b) Right to update your information.  You have a right to request an update to any of your personal information which is out of date or incorrect.
(c) Right to delete your information.  You have a right to ask us to delete any personal information which we are holding about you in certain specific circumstances.  You can ask us for further information on these specific circumstances by contacting us using the details in Section 11.1.
  We will pass your request onto other recipients of your personal information unless that is impossible or involves disproportionate effort.  You can ask us who the recipients are, using the contact details in Section 11.1.
(d) Right to restrict use of your information: You have a right to ask us to restrict the way that we process your personal information in certain specific circumstances.  You can ask us for further information on these specific circumstances by contacting us using the details in Section 11.1.  
  We will pass your request onto other recipients of your personal information unless that is impossible or involves disproportionate effort.  You can ask us who the recipients are using the contact details in Section 11.1.
(e) Right to stop marketing: You have a right to ask us to stop using your personal information for direct marketing purposes.  If you exercise this right, we will stop using your personal information for this purpose.
(f) Right to data portability: You have a right to ask us to provide your personal information to a third party provider of services.  
  This right only applies where we use your personal information on the basis of your consent or performance of a contract; and where our use of your information is carried out by automated means.
(g) Right to object.  You have a right to ask us to consider any valid objections which you have to our use of your personal information where we process your personal information on the basis of our or another person's legitimate interest.  
6.2 We will consider all such requests and provide our response within a reasonable period (and in any event within one month of your request unless we tell you we are entitled to a longer period under applicable law). Please note, however, that certain personal information may be exempt from such requests in certain circumstances, for example if we need to keep using the information to comply with our own legal obligations or to establish, exercise or defend legal claims.  
6.3 If an exception applies, we will tell you this when responding to your request.  We may request you provide us with information necessary to confirm your identity before responding to any request you make.  
7 Where we may transfer your personal information
7.1 Your personal information may be used, stored and/or accessed by staff operating outside the UK or the EEA working for us, other members of our group or suppliers (including our group company SDi LLC based in the United States of America for the purposes of dealing with user queries (including around set-up and registration) and the provision of product support for the Connected Product). Further details on to whom your personal information may be disclosed are set out in Section 4.
7.2 If we provide any personal information about you to any such non-UK and non-EEA members of our group or suppliers, we will take appropriate measures to ensure that the recipient protects your personal information adequately in accordance with this privacy notice.  These measures may include the following:
(a) ensuring that there is an adequacy decision by the UK Government in the case of transfers out of the UK, or by the European Commission in the case of transfers out of the EEA, which means that the recipient country is deemed to provide adequate protection for such personal data; or
(b) where we have in place standard model contractual arrangements with the recipient which have been approved by the European Commission (or the UK Government for transfers out of the UK). These model contractual clauses include certain safeguards to protect the personal data;
7.3 Further details on the steps we take to protect your personal information, in these cases is available from us on request by contacting us by email at dataprotection@detectortesters.com at any time.
8 Marketing
8.1 We may collect and use your personal information for undertaking marketing by email telephone and post.
8.2 We may send you certain marketing communications (including electronic marketing communications) if it is in our legitimate interests to do so for marketing and business development purposes or, if you are a sole trader or a non-limited liability partnership if you have consented to receive such electronic marketing information.
8.3 However, we will always obtain your consent to direct marketing communications where we are required to do so by law and if we intend to disclose your personal information to any third party for such marketing.  
8.4 If you wish to stop receiving marketing communications, you can contact us by email at dataprotection@detectortesters.com.
9 Risks and how we keep your personal information secure
9.1 The main risk of our processing of your personal information is if it is lost, stolen or misused.  This could lead to your personal information being in the hands of someone else who may use it fraudulently or make public, information that you would prefer to keep private.
9.2 For this reason, we are committed to protecting your personal information from loss, theft and misuse.  We take all reasonable precautions to safeguard the confidentiality of your personal information, including through use of appropriate organisational and technical measures.
9.3 In the course of provision of your personal information to us, your personal information may be transferred over the internet.  Although we make every effort to protect the personal information which you provide to us, the transmission of information over the internet is not completely secure. As such, you acknowledge and accept that we cannot guarantee the security of your personal information transmitted to the Connected Product and that any such transmission is at your own risk. Once we have received your personal information, we will use strict procedures and security features to prevent unauthorised access to it.
9.4 Where we have given you (or where you have chosen) a password which enables you to access your online account, you are responsible for keeping this password confidential. We ask you not to share a password with anyone.
10 Changes to our privacy notice
  We may update our privacy notice from time to time. Any changes we make to our privacy notice in the future will be posted on our website and, where appropriate, notified to you by post or email. Please check back frequently to see any updates or changes to our privacy notice. 
11 Further questions and how to make a complaint
11.1 If you have any queries or complaints about our collection, use or storage of your personal information, or if you wish to exercise any of your rights in relation to your personal information, please contact dataprotection@detectortesters.com. We will investigate and attempt to resolve any such complaint or dispute regarding the use or disclosure of your personal information.
11.2 You may also make a complaint to the Information Commissioner's Office, or the data protection regulator in the country where you usually live or work, or where an alleged infringement of applicable data protection laws has taken place.  Alternatively, you may seek a remedy through the courts if you believe your rights have been breached.
   
  The practices described in this privacy notice statement are current as of November 2023.