Terms and Conditions

These Terms of Service (“Terms”) set out the terms relating to the provision of services (as defined below) provided by Haigh Engineering Co Limited (00550742) of Alton Road, Ross on Wye, Herefordshire, HR9 5NG, Trading as Icon (“ICON” “Us” “We” “Our”). It also covers all subsequent access to, and use of Testing Reports provided by ICON as a result of providing the services to you the customer (“Customer” “You”) who has agreed to receive such Services and requested access to such Testing Reports. In consideration of our mutual obligations within these Terms, you agree to be bound by these Terms.  Any reference to a document or report within these Terms shall be deemed to be incorporated in and bound by these Terms.

Definitions:

Charges Document: the sums payable for the Services as set out within the charges document which will confirm the amount payable for the Services together with the relevant payment terms.

Customer Materials: All products, documents, information, items and materials (whether owned by the Customer or a third party), which are either provided by the Customer to Icon or otherwise requested to be provided in connection with the Services for purposes of providing the Testing Reports.

Confidential Information: All information (however recorded or preserved) that one party discloses or makes available to the other party (recipient) in connection with the Terms, Testing Reports, Services and which would be regarded as confidential by a reasonable business person. It includes any information of a confidential nature relating to the methodologies, operations and reports provided under these Terms.

Intellectual Property Rights: Patents, rights to inventions, copyright and related rights, moral rights,  trademarks and service marks, business names and domain names, rights in get-up goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) 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, those 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.

Services: The maceratability assessment testing services (as further described in the Service Explanation Document) and production of Testing Reports by Icon.

Service Explanation Document: the document setting out the specification and extent of maceratability assessment testing services being provided by Icon.  

Testing Reports: Means testing results, reports, data, and specifications provided to you as a result of the Services and any other output of the Services.

1. Supply of Services

1.1 Icon shall supply the Services on the date agreed in writing by Icon.

1.2 We shall perform the Services with reasonable care and skill and provide any relevant Testing Reports within such timeframe we notify to you (which may be subject to change).

2. Nature of Services/Testing Reports

2.1 Testing Reports are strictly limited to aspects of Maceratability. For the avoidance of doubt, Maceratability refers to how well a product, such as a pulp bedpan or wipe, breaks down in a macerator or how well debris (subject to its size and weight) is macerated.

2.2 Testing Reports are indicative only and specific to the sample submitted under the conditions tested. Variations in production, use, disposal, or environmental conditions may result in differing outcomes.

2.3 The supply of Testing Reports does not constitute or imply endorsement, certification, safety assurance, or compliance with regulations, standards, or best practices.

2.4 Icon does not guarantee any results arising out of the Testing Reports. Icon’s extent of the Services shall be limited to running samples in accordance with 2.2 above and provision of the Testing Reports in their ‘ready’ format to the Customer. All Services and Testing Reports produced by Icon are provided ‘as-is’ and, to the maximum extent permitted by law, Icon disclaims all warranties and makes no commitment about the content of the Testing Reports. As further described at clause 6, Icon does not warrant the accuracy or reliability of the Testing Reports, or any data or other output of the Services produced.

3. Your Obligations

3.1 You shall operate with us in all matters relating to the Services, providing us in a timely manner with all information and materials Icon may require to provide the Services and ensure that they are accurate and complete.

3.2 You warrant that you have been provided with the requisite authority, consent and/or license to provide us with the Customer Materials for the purposes of providing our Services. You agree to indemnify, defend, and hold harmless ICON from and against all claims, losses, liabilities, costs, and expenses (including legal fees) arising from or in connection with any actual or threatened breach of this clause 3.2.  

4. Use of Testing Reports

4.1 You may use the Testing Reports solely for internal review and discussion. Unless you hold an active Corporate or Certified Supplier subscription plan, in which case you are granted a limited, non-transferable viewing-only licence to display the Reports to third parties for informational purposes. No copying, distribution, reproduction, or modification of the Reports is permitted under this licence.

4.2 Except as provided in this Clause 4.2 and 4.4 below, you may not reproduce, redistribute, publish, or publicly reference Testing Reports or any other results, whether in whole or in part, without prior written approval from ICON.

4.3 You acknowledge and agree that the Testing Reports should be used or form any basis for any of your own purchasing decisions, marketing, regulatory filings, or any product representations. You remain solely responsible for such decisions or representations.

4.4 Suppliers of maceratable products will be permitted to make reference to publicly available results on the Icon website (icon.report).

5. Intellectual Property

5.1 Icon shall retain ownership of all Intellectual Property Rights in any methods, techniques, documentation materials or operations which are used under or in connection with the provision of the Services or as otherwise to produce the Testing Reports.

5.2 Subject to 8.2 (termination of license) Icon grants the Customer a non-exclusive, non-transferable revocable license to access and view the Testing Reports.

5.3 You acknowledge that all intellectual property rights in the Testing Reports belong to us, and that rights in the Testing Reports are only licensed (not sold) to you, and that you have no rights in, or to, the Testing Reports other than the right to view them in accordance with these Terms.

5.4 You agree to immediately notify us in writing giving full particulars if any of the following matters come to your attention (or you otherwise become aware of or reasonably should be aware of): (a) any actual, suspected or threatened infringement of any of the Intellectual Property Rights in the Services or Testing Reports; (b) any actual, suspected or threatened unauthorised disclosure, misappropriation or misuse of the Testing Reports; (c) any other form of attack, charge or claim to which the Intellectual Property Rights in the Services or Testing Reports may be subject to.

5.5 No transfer of ownership or grant of license (other than at 5.2) is implied by the provision of Services or Testing Reports.

6. Limitation of Liability

6.1 Nothing in these Terms shall limit any liability which cannot legally be limited.

6.2 You acknowledge that the Testing Reports are provided without any endorsement or warranty or that they have been developed or produced to meet your individual requirements or any business or commercial requirements, including any regulatory requirements that apply to your business, they are solely for the Customer’s internal review and independent analysis. You agree not to use the Testing Reports for any commercial or business purpose. You acknowledge that the Testing Reports have been provided in the interest of sharing information and improving efficiency.

6.3 Without prejudice to clause 6.1, under no circumstances shall Icon be liable for any costs, damages, claims, actual or alleged indirect loss or consequential loss howsoever arising suffered by the Customer, including, but not limited to, loss of profits, anticipated profits, savings, business or opportunity or loss of publicity or loss of reputation or opportunity to enhance reputation or any other sort of economic loss.

6.4 Without prejudice to clause 6.1, Icon’s maximum aggregate liability in contract, tort, or otherwise (including any liability for any negligent act or omission) howsoever arising out of or in connection with these Terms or access or use of the Testing Reports shall not exceed £2,000 (two thousand pounds).

6.5 These Terms forth the full extent of Icon’s obligations and liabilities in respect of its supply of Services to the Customer and access to the Testing Reports. In particular, there are no conditions, warranties or other terms, express or implied, including as to quality, fitness for a particular purpose or any other kind whatsoever, that are binding on the Supplier except as specifically stated in this Agreement. Any condition, warranty or other term concerning the Services which might otherwise be implied into or incorporated within these Terms, whether by statute, common law or otherwise, is expressly excluded.

6.6 For the complete avoidance of doubt, Testing Reports are provided “as is,” without any warranties, express or implied, including warranties of accuracy, completeness, or fitness for a particular purpose.

7. Indemnity

You agree to indemnify, defend, and hold harmless ICON from and against all claims, losses, liabilities, costs, and expenses (including legal fees) arising from or in connection with your use or misuse of the Testing Reports or any actual or alleged breach of these Terms.

8. Termination

8.1 ICON may without notice and for convenience terminate, cancel or withdraw provision of the Services with immediate effect.

8.2 Such termination will automatically terminate or suspend access to the Testing Reports and any license granted pursuant to these Terms.

9. Consequences of Termination

9.1 On termination for any reason: (a) all rights granted to you under these Terms shall cease; (b) you must immediately cease all activities authorised by any license granted under these Terms and (c) you must immediately and permanently delete, destroy or remove the Testing Reports and other output of the Services from all devices and mediums (whether electronic or physical) in your possession, custody or control and, in the case of destruction, certify to us that you have done so.

General

9.2 These Terms constitute the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter. Each party acknowledges that, in entering into this agreement, it has not relied on and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in this agreement. Nothing in this sub-clause shall limit or exclude any liability for fraud

9.3 No variation of these Terms shall be effective unless it is in writing and signed by the parties.

9.4 Each party undertakes that it shall not at any time disclose to any person any Confidential Information of the other party, except as permitted by 9.4 (a)

(a) Each party may disclose the other party’s Confidential Information:

- To those employees, officers, representatives, contractors, subcontractors or advisers who need to know that information for the purposes of exercising its rights or carrying out its obligations under the Terms. Each party shall ensure that such representatives of whom Confidential Information is disclosed to comply with confidentiality obligations which are substantially equivalent to those set out in this Clause 9.4; and

- As may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

Neither party may use the other party’s Confidential Information for any purpose other than to exercise its rights and perform its obligations under these Terms.

9.4.1 If applicable, you agree that you will pay all invoices punctually together with any VAT due in accordance with the Charges Document.  

9.5 These Terms 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. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms or its subject matter or formation (including non-contractual disputes or claims).

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