1. DEFINITIONS AND INTERPRETATION
In this document:
Customer means the party that has contracted with Rapid Global for the supply of the Software and Services.
Device means a device, usually electronic, that processes data according to a set of instructions, which may include workstations, personal computers, laptops, netbooks, personal digital assistants, tablets and smartphones.
DPA means the UK’s Data Protection Act (2018).
Documentation means any documentation (whether electronic or printed) made available via the Website or otherwise provided by Rapid Global to the User or the Customer, which accompanies the Services or Software.
Force Majeure Event means any event or circumstances beyond the reasonable control of the relevant party.
GDPR means (i) to the extent the law of the United Kingdom or of a part of the United Kingdom (which relates to the protection of personal data) applies, the DPA; and (ii) to the extent the law of the European Union or any member state of the European Union (which relates to the protection of personal data) applies, the General Data Protection Regulation (being Regulation 2016/679 of the European Parliament and of the Council).
Intellectual Property Rights means any and all, current and future, intellectual and industrial, property rights and interests, including any:
- patents, trade marks, service marks, rights in designs, trade names, copyrights, topography rights, business names and domain names, utility models, eligible layout rights, database rights, inventions, discoveries, moral rights, trade secrets, goodwill and the right to sue for passing off or unfair competition, Confidential Information, know-how, software and improvements, and any applications, or rights to apply, for registration (or renewal or extensions) of any of them;
- rights under licences and consents in relation to any of them; and
- ther forms of protection of a similar nature or having equivalent or similar effect to any of them, in the UK and in the world, whether registered or unregistered, which subsist or will subsist now or in the future, for the duration of the rights and interests.
Liability means any claim, action, loss, cost, expense, charge, outgoing or payment (including any legal costs, on a full indemnity basis) and damage or liability of any kind.
Payment Gateway means payment for the Services made by the User via eWay, facilities provided by National Australia Bank Limited or by other means specified on the Website or as advised by Rapid Global from time to time.
PECR means the Privacy and Electronic Communications (EC Directive) Regulations 2003.
Privacy Laws means any Laws relating to privacy or requiring secrecy or confidentiality in dealing with information, including:
- the GDPR (including for the avoidance of doubt the DPA);
- where relevant the PECR;
- any other relevant or local laws relating to the protection of Personal Information;
Rapid Global means Rapid Global Limited incorporated and regsitered in England and Wales with company number: 14684565, whose regsitered office is at Herschel House, 58 Herschel Street, Slough, SL1 1PG, and references to “we”, “us” or “our” shall be construed as a reference to Rapid Global.
Services means the services to be provided by Rapid Global via the Website or to be accessed via Devices using the Software, together with any Documentation under the agreement between Rapid Global and the Customer.
Software means any program, software applications, or data file relating to the Services supplied by Rapid Global to the Customer or User or downloaded or installed by the Customer or User on a Device (as made available for download and/or installation by Rapid Global) but excludes any Third Party Software.
Third Party Software means freeware or open source software or software that is owned by third parties and licensed to Rapid Global.
UK Consumer Law means the services to be provided by Rapid Global via the Website or to be accessed via Devices using the Software, together with any Documentation under the agreement between Rapid Global and the Customer.
User means the end user of the Services and Software.
User Data means all works and materials:
- uploaded to, stored on, processed using or transmitted via the Services or the Software by or on behalf of the User, or Rapid Global on the User’s behalf; and
- otherwise provided by the User to Rapid Global in connection with these terms and conditions.
VAT means value added tax chargeable in the UK in accordance with the VAT Legislation, or such other equivalent tax payable elsewhere under such equivalent legislation.
VAT Legislation means the Value Added Tax Act 1994.
Virus means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
Website means www.rapidglobal.com.
2. RIGHT TO USE THE SERVICES
2.1 The Services and Software, and all material on the Services and Software, are owned and operated by Rapid Global.
2.2 By using the Services or downloading the Software, the User agrees to accept, and be bound by, these terms and conditions.
2.3 If the User does not agree to be bound by these terms and conditions, the User must cease using the Services and uninstall the Software.
3. THE SERVICES
3.1 Rapid Global shall issue to the User a user name and will prompt the User to create their own password so as to enable access to the Services.
3.2 The User shall communicate any difficulties encountered with the Services or Software to Rapid Global as soon as is reasonably practicable following detection.
3.3 The User acknowledges that certain elements of the Services or Software are provided by third parties, or may comprise Third Party Software, and as such the User:
3.3.1 acknowledges and agrees that any required licence agreement for any Third Party Software shall be between the User, or the Customer, and the relevant third party directly. The User shall comply with the terms of any licence agreement that relates to the use of the Third Party Software; and
4. USER OBLIGATIONS
The User shall:
4.1.1 In a timely manner, provide Rapid Global with:
(a) all necessary co-operation in relation to these terms and conditions; and
(b) all necessary access to such information as may be required by Rapid Global,
in order to enable Rapid Global to perform and provide the Services, including but not limited to providing User Data and allowing Rapid Global to use and access the User Data.
4.1.2 Comply with all applicable laws and regulations that relate to the User’s activities under these terms and conditions.
4.1.3 and where relevant together with the Customer, be solely responsible for:
(a) procuring and maintaining its network connections and telecommunications links;
(b) the support and maintenance of any computer hardware and non-Rapid Global software operated by the User; and
(c) all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the User’s network connections or telecommunications links or caused by the Internet.
4.2 Rapid Global will not be in breach of its obligations, or otherwise liable for any failure or delay in the performance of its Services, if that perceived breach, failure or delay is caused by the User’s failure to, or delay in providing, any required information or co-operation.
4.3 Use of the Services
4.3.1 The User is responsible for maintaining the confidentiality and security of the User’s username and password. The User is responsible for any and all activities on the Services and Software which occurs under the User’s username.
4.3.2 The User shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or
(f) causes damage or injury to any person or property.
4.3.3 The User shall use their best efforts to prevent any unauthorised access to, or use of, the Services or Software and, in the event of any such unauthorised access or use, promptly notify Rapid Global.
4.3.4 In addition to the above, the User agrees that it will not:
(a) attempt to gain unauthorised access to any portion or feature of the Services, Software or Website, or any other systems or networks connected to the Services, Software or Website or to any Rapid Global server, by hacking, password “mining” or any other illegitimate means;
(b) probe, scan or test the vulnerability of the Services, Software or Website or any network connected to the Services, Software or Website, nor breach the security or authentication measures on the Services, Software or Website or any network connected to the Services, Software or Website;
(c) reverse look-up, trace or seek to trace any information on any other user of or visitor to the Services, Software or Website, or any other customer of Rapid Global to its source, or exploit the Services, Software or Website or any service or information made available or offered by or through the Services, Software or Website, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than the User Data, as provided for by the Services, Software or Website;
(d) take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Services, Software or Website or Rapid Global’s systems or networks, or any systems or networks connected to the Services, Software or Website or to Rapid Global; or
(e) use any device, software or routine to interfere or attempt to interfere with the proper working of the Services, Software or Website or any transaction being conducted on the Services, Software or Website, or with any other person’s use of the Services, Software or Website.
4.4 Intellectual Property Rights
4.4.1 The User shall not:
(a) except as may be allowed by any applicable law (which cannot legally be excluded by agreement between the parties):
(i) and except to the extent that Rapid Global give permission under these terms and conditions, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services or the Software in any form or media or by any means; or
(ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services or Software; or
(b) access all or any part of the Services or Software in order to build a product or service which competes with the Services; or
(c) unless otherwise agreed by Rapid Global in writing, use the Services or Software to provide services to third parties; or
(d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services or Software available to any third party, or
(e) attempt to obtain, or assist third parties in obtaining, access to the Services or Software, other than as provided under these terms and conditions.
4.4.2 The User shall use their best efforts to prevent any unauthorised access to, or use of, the Services or Software and, in the event of any such unauthorised access or use, promptly notify Rapid Global.
4.5 Privacy & Surveillance
The User acknowledges and agrees that:
4.5.1 in order to provide the Services, Rapid Global will need to collect Personal Information from the User and share such Personal Information with the Customer.
4.5.3 Rapid Global shall be a processor of Personal Information, rather than a controller, for the purposes of the Privacy Laws. The controller will most commonly be the relevant Customer, and so Rapid Global may need to obtain the Customer’s instructions when using the Personal Information, or if the User wanted to exercise any of their rights under the Privacy Laws.
4.5.4 If the Services include GPS tracking services (through location services on the Device of the User or by other electronic means) (GPS Tracking), the User will be asked to consent to such GPS Tracking. Where the User is an employee of the Customer, it will not use the Services until 14 days have passed after their consent has been provided (or any other period that is required by any local laws ).
5. USER DATA
5.2 The User, and where relevant together with the Customer, will have sole responsibility for the legality, reliability, integrity, accuracy and quality of the User Data.
5.3 In the event of any loss or damage to User Data Rapid Global shall notify (as appropriate) the Customer and/or the User where such loss or damage to the User is considered a reportable data breach.‘’
6. SUSPENSION OF THE SERVICES
6.1 Rapid Global may suspend access to the Services:
6.1.1 to carry out the maintenance services;
6.1.2 to carry out modifications or updates to the Services;
6.1.3 to preserve data and integrity; or
6.1.4 in the event of a security breach.
6.2 Suspension of access to the Services will continue until the maintenance services, modifications or updates are carried out, the problem or breach is rectified, or until otherwise agreed in writing between the parties.
6.3 Rapid Global may also terminate, or suspend, a User’s access to the Services without refund or compensation in the event that the User uses the Services, or appears to Rapid Global to be intending to use the Services, in a manner which Rapid Global believes to be inappropriate or which breaches these terms and conditions.
7.1 If the agreement between Rapid Global and the Customer requires the User to make payment of any fees, payment (in the amount as agreed by Rapid Global and the Customer) must be made via the Payment Gateway before any username can be issued by Rapid Global.
7.2 All amounts payable under these terms and conditions are exclusive of VAT unless stated otherwise. If VAT is payable, the User must pay an additional amount equal to the VAT rate, at the same time and in the same manner as the Fees.
7.3 All fees must be paid in full, without set off or counterclaim.
8. INTELLECTUAL PROPERTY
8.1 The User (or if appropriate, the Customer) retains all Intellectual Property Rights in the User Data.
8.2 The User acknowledges and agrees that Rapid Global and/or its licensors own all Intellectual Property Rights in the Services, Documentation and the Software.
8.3 Except as expressly set out in these terms and conditions, these terms and conditions do not grant the User (or the Customer) any Intellectual Property Rights, or any other rights or licences in respect of the Services, Documentation or the Software.
9.1 Rapid Global:
9.1.1 takes no responsibility for any delay, malfunction, non-performance or other degradation of the Services caused by or resulting from:
(a) any alteration, modifications or amendments to the Services requested by the User; or
(b) any middleware or other software which links or interfaces with the Services, which has not been prepared by Rapid Global or sold by Rapid Global as part of the Services;
9.1.2 does not warrant that the User’s use of the Services will be uninterrupted or error-free; and
9.1.3 is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the User acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
9.2 The User acknowledges that the speed of response from the Services is dependent on the User’s internal connection and performance of the Services may be affected by such external factors as the User’s speed of connection, infrastructure bandwidth and the number of users on the connection.
9.3 Where the Services include pre-written materials provided by Rapid Global or other third parties (Materials), Rapid Global and its content providers will use reasonable endeavours to ensure that the Materials are accurate. However, the User acknowledges and agrees that:
9.3.1 the information provided in such Materials is intended only to provide a summary and general overview for the purposes of e-learning and training and is not intended to be a substitute for legal advice.
9.3.2 It will seek legal or other professional advice before acting or relying on any of the Materials.
9.3.3 If the Materials are edited by the User, neither Rapid Global nor its content providers will be responsible for any Liability arising from such amendments.
9.4 Without limiting the above:
9.4.1 the Services may include functionality which allows the User with real time access to information about the registration/licensing status of tradespersons held on government registers;
9.4.2 Rapid Global does not warrant or represent the accuracy, currency, reliability or completeness of data provided by integrated platforms such as government websites and third-party software;
9.4.3 Rapid Global does not warrant the accuracy or timeliness of searches provided by any government department or agency or other third-party provider;
9.4.4 Rapid Global accepts no liability for use of the above content or service. By using this service, the User holds Rapid Global harmless for any and all liability arising out of the User’s use of the service. The User acknowledges that any use of the service is entirely at the User’s own risk and the User acknowledges and agrees that it is the User’s responsibility to verify any data.
10. LIABILITY & INDEMNITY
10.1 To the full extent permitted by law, Rapid Global excludes all representations, warranties or terms (whether express or implied) other than those expressly set out in these terms and conditions.
10.2 These terms and conditions are to be read subject to any legislation which prohibits or restricts the exclusion, restriction or modification of any implied warranties, guarantees, conditions or obligations (including where appropriate, the UK Consumer Law). If such legislation applies, to the extent possible, Rapid Global limits its Liability in respect of any claim to, at Rapid Global’s option:
10.2.1 in the case of goods:
(a) the replacement of the goods or the supply of equivalent goods;
(b) the repair of the goods;
(c) the payment of the cost of replacing the goods or of acquiring equivalent goods; or
(d) the payment of having the goods repaired, and
10.2.2 in the case of services:
(a) the supply of the services again; or
(b) the payment of the cost of having the services supplied again.
10.3 To the full extent permitted by law, Rapid Global excludes all Liability in respect of loss of data, interruption of business or any consequential or incidental damages, even to the extent that such Liability is caused by Rapid Global’s negligence.
10.4 The User must indemnify Rapid Global and its employees, contractors, officers, and directors and keep Rapid Global and its employees, contractors, officers, and directors fully indemnified against all Liability which Rapid may incur to a third party or the User as a result of:
(a) The User’s use of this Services and Software or the Materials;
(b) any breach by the User of these terms and conditions; and
(c) any claims arising from any information, data, text or messages transmitted by the User using the Services and Software including claims for defamation, invasion of privacy, infringement of intellectual property rights or breach of any other applicable law, regulations or codes.
11.1 Rapid Global may terminate these terms and conditions for any reason by giving the User one month’s written notice.
11.2 These terms and conditions will also be automatically terminated if the agreement between Rapid Global and the Customer expires or is terminated.
11.3 Either party may terminate these terms and conditions by giving written notice to the other party if the other party:
11.3.1 has committed a material breach of these terms and conditions which is not remediable or if capable of remedy, or where the other party fails to remedy within 14 days of being notified of the breach; or
11.3.2 suffers an Insolvency Event.
11.4 If these terms and conditions are terminated or expire for any reason, then, in addition and without prejudice to any other rights or remedies available:
11.4.1 the parties are immediately released from their obligations under these terms and conditions except those obligations listed in clauses 8, 9 and 10 and any other obligations that, by their nature (or are stated to), survive termination;
11.4.2 each party retains the claims it has against the other; and
11.4.3 the User’s right to use Services immediately ceases and the licences granted under these terms and conditions terminate.
12. GENERAL PROVISIONS
12.1 Notices given by Rapid Global will be deemed to be received:
12.1.1 if given by email, on being sent, provided the notice is sent to the email address of an officer or employee of the User responsible for placing or administering orders for Services and no “out of office” or other automated reply is received indicating that the message has not been or will not be received or read by the intended recipient;
12.1.2 if given by facsimile transmission to a facsimile number as provided by the User, by production by Rapid Global of a copy of the facsimile transmission bearing the time and date of dispatch, on that date and at that time; and
12.1.3 if given by post, on the third Business Day after posting.
12.2 The User agrees to regularly check the Website for any notices of changes to these terms and conditions.
12.3 Rapid Global may:
12.3.1 transfer its rights and obligations under these terms and conditions to another organisation, but this will not affect your rights or our obligations under these terms and conditions;
12.3.2 appoint such sub-processors and sub-contractors as are necessary to provide you with the Services, access to the Website, and to fulfill its obligations under these terms.
12.4 The User may only transfer its rights or obligations under these terms and coniditons to another person if we agree in writing.
12.5 Nothing contained in these terms and conditions creates any relationship of partnership or agency between the parties.
12.6 Each of the conditions in these terms and conditions operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
12.7 Each party must at its own expense do everything reasonably necessary to give full effect to these terms and conditions and the events contemplated by it.
12.8 These terms and conditions (and any documents executed in connection with it, including any agreement between a relevant Customer and Rapid Global) are the entire agreement of the parties about its subject matter and supersedes all other representations, arrangements or agreements. Other than as expressly set out in these terms and conditions, no party has relied on any representation made by or on behalf of the other.
12.9 A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
12.10 A party will not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations under these terms and conditions to the extent that failure is caused by a Force Majeure Event, provided that the party keeps the other closely informed in such circumstances and uses reasonable endeavours to rectify the situation.
12.11 These terms and conditions its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. Each party irrevocably agrees to the exclusive jurisdiction of the courts of England and Wales.
Updated on the 04th October 2023
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