Terms and Conditions

                                                                                               TERMS & CONDITIONS

                                                                                                 Rtra-Intelligence Ltd

THESE TERMS & CONDITIONS ARE FOR BUSINESS CUSTOMERS ONLY

THE CLIENT’S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 8 (LIMITATION OF LIABILITY).

1. Interpretation

The following definitions and rules of interpretation apply in these Conditions.

• Definitions:

• Business Day: a day other than a Saturday, Sunday or public holiday in England and Wales, when banks are open for business.
• Commencement Date: has the meaning given in clause 2.
• Conditions: these terms and conditions as amended from time to time in accordance with clause 12.5
• Contract: the contract between the Company and the Client for the Subscription Services in accordance with these Conditions.
• Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.
• Client: the person or firm who purchases the Subscription Services from the Company .
• Order: the Client’s order for Services as set out in the Client’s order form
• Subscription Fees: the fees payable by the Client for the supply of the Subscription Services in accordance with clause 4 and as set out in the Order
• Subscription Content: materials included in the Subscription Services
• Subscription Services: the Subscription services provided by the Company to the Client
• Company: Rtra-Intelligence Ltd, which is registered in England and Wales with company number 15030246.
• Term: the period during which the Services are provided by the Company to the Client commencing on the Commencement Date and continuing until expiry or termination of the Subscription Services in accordance with this Contract.
  • Interpretation:
    • Unless expressly provided otherwise in this Contract, reference to legislation or a legislative provision:
      • is a reference to it as amended, extended or re-enacted from time to time; and
      • shall include all subordinate legislation made from time to time under that legislation or legislative provision.
    • Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
    • A reference to writing or written includes

2. Basis of contract
   • The Order, placed by email to the contact email address of the Company constitutes an offer by the Client to purchase the Subscription Services in accordance with these Conditions.
   • The Order shall only be deemed to be accepted when the Company issues a copy of the Order by email for electronic signature by the Client and an invoice for the Subscription Fees. The Contract shall come into existence on the date which is the later of (i) electronic signature of the Order by the Client and (ii) payment of the Subscription Fees by bank transfer as detailed in the Order (Commencement Date).

The Subscription Services are provided for an initial period of 12 months from the Commencement Date (Initial Term).

• Any descriptive matter or advertising issued by the Company on its website with the URL https://rtraintelligence.com (Company Website) are issued or published for the sole purpose of giving an approximate idea of the Subscription Services described in them. They shall not form part of the Contract or have any contractual force.
• These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
• By placing an Order, the Client (and such person signing the Order) warrants they have the capacity and authority to bind the Client to this Contract.

3. Subscription Services
   • The Company shall provide the Subscription Services to the Client for an initial period of 12 months from the Commencement Date (Initial Term).   The Subscription Services will renew automatically for successive 12-month periods (Renewal Term(s)), unless the Client provides the Company with at least 90 days’ notice of termination before the end of the Initial Term or a subsequent Renewal Term as applicable.   The Initial Term (and Renewal Term(s) if applicable) are hereafter sometimes referred to as the Term.

• The Company shall make all reasonable efforts to ensure that the information provided via the Subscription Services is as up-to-date and accurate as possible, but does not (to the maximum extent permitted by law) guarantee that the information provided through the Subscription Services or otherwise will be (i) free from errors or omissions (or both as the case may be) (ii) secure or confidential and (iii) accurate and/or true.

• The Company does not make any warranties that the Subscription Services will be uninterrupted and accepts no responsibility for delays, delivery failures or any loss or damage as a result of the transfer of data over communications networks and facilities, including the internet and the Client acknowledges that the Subscription Services may be subject to delays and other problems inherent in the use of such communications facilities.

• The Company reserves the right to change any Subscription Content or functionality of the Subscription Services by updating them at any time without notice.

• The Subscription Content may contain links to websites other than the Company Website. The Company has no control over the content of any linked websites and is not responsible for that content.     Inclusion of any linked website in the Subscription Content or on the Company Website does not imply that the Company approves of or endorses the linked website.        

4. Client’s obligations and warranties
   • The Client shall co-operate with the Company in all matters relating to the Subscription Services and provide the Company with such information as the Company may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;

• The Client warrants, represents and undertakes that:
  • The Client (and the individual signing on behalf of the Client) has the full capacity and authority to enter into and perform its obligations under the Contract

• The Client will not copy, mirror, reproduce, republish, creative derivative works from, distribute, translate, adapt, vary, modify, sell, decipher or decompile any part of the Subscription Content without the express written consent of the Company;

• Intellectual Property
  • The Company retains ownership and or control of all materials provided to the Client in the Subscription Content which are owned or licensed by it and reserves all rights in any intellectual property rights, including any patents, copyright, database right, trade secrets, trade names and trade marks (registered or unregistered) in respect of the Subscription Content.

• The Company grants to the Client a non-exclusive licence make a temporary electronic copy of all or part of the Subscription Content for the purpose of viewing it.

• The Company confirms that it has all rights in relation the Subscription Services and the Subscription Content that are necessary to grant the licence it purports to grant to the Client hereunder.

• Subscription Fees and payment
  • The Company reserves the right to review the Subscription Fees on an annual basis with effect from each anniversary of the Commencement Date and the first such review shall take effect on the first anniversary of the Commencement Date. The Company shall give 120 Business Days’ notice in writing of the upcoming renewal and of any proposed changes to the Subscription Fees to the Client, which will then be applicable to the Contract, unless the Client notifies the Company within the notice period that it does not wish to continue with the Subscription Service, in which case the Subscription Services will be cancelled with effect from the end of the Initial Term or the current Renewal Period, as applicable.

• All payments shall be made in full and in cleared funds in the currency of the Company’s invoice to the Company’s bank account, the details of which are provided in the invoice and in the Order. Time for payment shall be of the essence of the Contract.
• All amounts payable by the Client under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Company to the Client, the Client shall, on receipt of a valid VAT invoice from the Company, pay to the Company such additional amounts in respect of VAT as are chargeable on the supply of the Subscription Services at the same time as payment is due for the supply of the Subscription Services.

• If the Client fails to make a payment due to the Company under the Contract by the due date, then, without limiting the Company’s remedies under clause 10, the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 6.4 will accrue each day at 2% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

• All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

• Data protection

The parties shall each comply with their obligations under relevant data protection legislation if and to the extent they are processing personal data in relation to the Services provided hereunder.   The Company’s privacy policy, which sets out the way in which the Company will collect, store and process personal data relating it to its clients is available on the Company Website.

• Limitation of liability: THE CLIENT’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
  • References to liability in this clause 8 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

• Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default, wilful misconduct or criminal actions.

• Nothing in this clause 8 shall limit the Client’s payment obligations under the Contract.

• Nothing in the Contract limits any liability which cannot legally be excluded or limited, including liability for death or personal injury caused by negligence and fraud or fraudulent misrepresentation.

• Subject to clause 8.2 (No limitation in respect of deliberate default), and clause 8.4 (Liabilities which cannot legally be excluded or limited), to the maximum extent permitted by applicable law, the Company limits all liability to any person for loss or damage of any kind, however arising, in relation to the Contract, the Subscription, the Subscription Content, any other services provided by the Company to the greater of:

• the total Subscription Fees paid to the Company by the Client in the 6 months preceding the first event giving rise to the relevant liability and
• fifty pounds sterling (£50.00)

• Subject to clause 8.2 (No limitation in respect of deliberate default), clause 8.3 (No limitation of Client’s payment obligations) and clause 8.4 (Liabilities which cannot legally be limited), the Client acknowledges that Company shall not be liable for:

• The Client’s use of the Subscription and/or the Subscription Content, which the Client hereby acknowledges is at its own risk and that it is solely responsible for any decisions or actions taken by the Client based on the information provided as part of the Subscription;

• any indirect, special or consequential loss or damage;

• economic loss or damage;

• the incurring of liability for loss or damage of any nature whatsoever suffered by third parties (including in each case incidental and punitive damages); and

• any loss of actual or anticipated profit, interest, revenue, anticipated savings or business or damage to goodwill, even if the Company is advised by the Client in advance of the possibility of any such losses or damages.

• Indemnity
  • The Client agrees to indemnify the Company and its employees and agents on demand in respect of all liability for loss, damage or injury which is or may be suffered by any person arising from the Client’s or its representatives’:

• Breach of these Conditions;

• Violation of the Company’s intellectual property rights;

• Violation of any of the Client’s obligations under any applicable data protection legislation;

• Use of any services provided by the Company, including without limitation, the Subscription Services.

• Termination
  • Without affecting any other right or remedy available to it, the Company may terminate the Term of the Contract with immediate effect by giving written notice to the Client if:

• the Client fails to pay any amount due under the Contract on the due date for payment;

• the Client is in breach of these Conditions;

• there is a change of control of the Client;

• The Company becomes aware or reasonably believes that the Client has licensed or transferred the Subscription Services to a third party.

• Consequences of termination
  • On termination or expiry of the Term, the Client shall immediately pay to the Company all of the Company’s outstanding unpaid invoices and interest and, in respect of Subscription Services supplied but for which no invoice has been submitted, the Company shall submit an invoice, which shall be payable by the Client immediately on receipt;

• Termination or expiry of the Term shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

• Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Term of the Contract shall remain in full force and effect.

• General

12.1  Force majeure. The Company shall not be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure results from events, circumstances or causes beyond its reasonable control.

12.2 Assignment and other dealings

• The Company may at any time assign, novate, license, subcontract, delegate or deal in any other manner with any or all of its rights and obligations under the Contract.

• The Client shall not be entitled to assign, novate or otherwise transfer any of its rights and obligations under the Contract without the prior written consent of the Company.

• • Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, clients or suppliers of the other party, except as permitted by clause 12.3.2

• Each party may disclose the other party’s confidential information:

• to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. 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 3; and

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

• Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.

• Entire agreement.
  • The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

• Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.

• Nothing in this clause shall limit or exclude any liability for fraud.

• Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

• Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

• If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Contract.

• Notices
  • Any notice given to a party under or in connection with this Contract shall be in writing and in English and shall be sent by email to the email address specified in the Order Form or other email address subsequently notified in writing by either party to the other.

• Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party’s email address, notice shall be deemed to have been received at 9.00 am on the next Business Day after transmission.
  •  
• This clause 12.8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

• Third party rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

• Governing law and Jurisdiction. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales and each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.