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BY ACCESSING THIS WEB SITE YOU ARE ACCEPTING AND WILL BE BOUND BY THESE TERMS AND CONDITIONS TO THE EXCLUSION OF ANY OTHER TERMS AND CONDITIONS IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS THEN DO NOT USE THIS WEB SITE AND EXIT NOW.
This site is owned and operated by r2c Online Limited and the copyright in all data information documents or other material in any medium which is communicated or transmitted (the Data.) is and remains our property and that of our contractual partners. Save where expressly provided the Data may not be copied, reproduced, republished, distributed, sold, licensed, transmitted or dealt with in whole or in part without our prior consent. The Data supplied shall be used by you solely for internal, non-commercial use and shall not be used otherwise. You will keep intact all copyright and other proprietary notices and will use all reasonable endeavours to credit us and/or our contractual partners as the source of the Data.
The Data in this site is provided on an .as is. basis and neither we nor our agents or contractual partners make any representation or give any warranty, either express or implied, as to the correctness, accuracy or fitness for any purpose of any Data provided. All warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
Except in respect of death or personal injury caused by our negligence or as otherwise provided neither we nor our agents or contractual partners shall have any liability whatsoever to you for any loss (including without limit indirect or consequential loss) damage cost or expense suffered or incurred howsoever arising directly or indirectly out of the use of the Data or this site.
Parts of this site will from time to time contain Data supplied by third parties (Third Party Data). Details will be provided on request. Such third parties are responsible for the Data so provided and you acknowledge that we have no means of monitoring or verifying such Third Party Data and can accept no liability for its accuracy or completeness or for its continued availability. Any queries or complaints about Third Party Data must be addressed to the Third Party Data suppliers directly.
You acknowledge that all copyright, trademark and other proprietary rights subsisting in the Third Party Data remains the property of such Third Party Data owners or their licensors.
You acknowledge that we are an independent company and do not recommend any particular supplier or third party over another. The inclusion of any Third Party Data does not imply a recommendation from us to use the supplier of such Third Party Data.
We or other third parties may provide links to other websites or resources. We have no control over such sites and do not accept responsibility for them or endorse their content.
As a condition of your use of this website you agree that you will only use this site in a manner that is consistent with these conditions and in such a way as to ensure compliance with all applicable laws and regulations.
We shall be under no liability for any failure, delay or omission on our part arising from any cause beyond our reasonable control.
If any provision of these conditions is declared by any judicial or other competent authority to be void, voidable, illegal or otherwise unenforceable then that provision shall be deemed severable from these conditions and shall not affect the validity and enforceability of the remaining provisions.
These conditions constitute the entire agreement between us with respect to this website and its use and supersedes all prior agreements or undertakings about its subject matter and no variation shall be effective unless in writing and signed by both parties.
This Agreement is governed by English Law and shall be subject to the non-exclusive jurisdiction of the English Courts.
The Data provided on this site is, unless expressly stated otherwise, prepared in compliance with the Laws of England and will not be suitable for use in other jurisdictions (including, without limitation, Scotland).
We reserve the right to amend these Conditions at any time. It is your obligation to check these terms and conditions before use of the site and your continued use will mean that you have accepted such changes.
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The following terms and conditions set out the basis on which r2c Online Limited, company number 04978908, registered office r2c Online Ltd, 2 Vantage Drive, Sheffield, South Yorkshire, S9 1RG, UK, makes available to you (the Customer) access to application software and data using your internet connection to our remote computer systems.
All Customers who subscribe to this service and pay the subscription fees agree to do so under these Terms and Conditions without exception.
1.1 The following definitions and rules of interpretation apply:
Additional Charges: the charges to be calculated by r2c Online on a time and materials basis at rates to be notified to the Customer from time to time in respect of the provision of Additional Services; Additional Services: any additional work which is not a Service; Authorised Users: those employees and independent contractors of the Customer who are entitled to use the Software and Services under this agreement;
Commencement Date: the start date for the provision of the Services and for the use of the Software, as set out in the Proposal;
Data: all data which a user uploads through the Service; Fees: the fee for the use of the Software and the provision of the Services set out in the Proposal as increased from time to time in accordance with clause 7;
Intellectual Property Rights: all patents, design rights, trademarks, copyright, rights in databases, trade secrets and other confidential information, know-how and all other intellectual property rights of a similar nature in any part of the world, whether registered or unregistered, and all applications and the rights to apply for the protection of any of the foregoing; Minimum Term: the initial fixed minimum period of the Term, as set out in the Proposal; Proposal: r2c Online's order form listing the Services to be provided;
Service Hours: 9am to 5:30pm Monday to Friday (other than Bank Holidays), unless otherwise specified in the Proposal;
Services: the access, hosting, maintenance and support services in relation to the Software, as set out in the Proposal and further described by r2c Online on its website from time to time;
Software: r2c Online's "r2c Online" software in machine-readable object code form only, with functionality as described in the Proposal and only to be accessed through r2c Online's web based portal, including any error corrections, updates, upgrades, modifications and enhancements;
Term: the period that this Agreement is in force, until terminated in accordance with Clause 9;
Trade Mark: the "r2c Online" trade mark.
1.2 Clause headings shall not affect the interpretation of this agreement. 1.3 A person includes a corporate or unincorporated body (whether or not having separate legal personality). A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established. 1.4 Words in the singular shall include the plural and vice versa. 1.5 A reference to one gender shall include a reference to the other genders.
1.6 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
2.1 r2c Online grants the Customer, subject to the terms and conditions of this agreement, during the Term, a revocable, non-exclusive, non-transferable licence for the Authorised Users to access and use the Software for purposes that are permitted by any applicable law, practice or guidelines. This licence is limited to the use of the System and Software in the United Kingdom only.
2.2 The Customer agrees that it shall not: 2.2.1 duplicate, modify or distribute any portion of the Software or interfere or disrupt the Services; or 2.2.2 reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form any of the Software, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties.
2.3 The Customer's access to the Software and access to the different functions of the Software shall be limited to the number of Authorised Users and level of subscription to the Service.
2.4 The Customer shall ensure that each Authorised User keeps a secure password for his use of the Software, that such password is changed frequently, and that each Authorised User keeps his password confidential.
2.5 The Customer agrees not to develop, market or support (in relation to the System and Software) the sale of any competing product, equivalent system or system components for the purpose of managing, authorising or transmitting vehicle compliance, service and maintenance transactions.
3.1 Privacy when using the Service is important. r2c Online will collect specific data about the Customer when they register for the Service and when the Customer uses the Software and transmits Data. The Customer expressly acknowledges that r2c Online and any member of the group of companies of which r2c Online is a member may use such information for marketing purposes.
3.3 The Customer agrees that its Data shall be displayed to other users of the Software who the Customer has authorised by the "invitation" function of the Software, and the Customer grants an irrevocable licence to r2c Online to use the Data for such purposes.
3.4 r2c Online cannot guarantee and shall not be responsible for the accuracy, completeness or currency of any Data, over which it has no control, and the Customer hereby waives any rights that it may have to make any claims against r2c Online in respect of the quality or quantity of the Data.
3.5 r2c Online (or its hosting provider) shall perform scheduled back-ups, provide routine and emergency data recovery, and manage the archiving process of the Customer's Data. In the event of Data loss, r2c Online shall provide recovery services to try to restore the most recent back up.
3.6 r2c Online shall follow its archiving procedures for the Customer's Data as described in clause 3.5. In the event of any loss or damage to the Customer's Data, the Customer's sole and exclusive remedy shall be for r2c Online to use reasonable commercial efforts to restore the lost or damaged Data from the latest back-up maintained by r2c Online in accordance with the archiving procedure described in clause 3.5. r2c Online shall not be responsible for any loss, destruction, alteration or disclosure of Data caused by any third party (except those third parties sub-contracted by r2c Online to perform services related to Customer Data maintenance and back-up).
3.7 r2c Online and the Customer undertake to each other to comply at all times with the Data Protection Act. The Customer shall provide any reasonable assistance to r2c Online to assist in its compliance with any data protection regulations.
3.8 The Customer hereby indemnifies r2c Online in full and shall hold r2c Online indemnified in full against all actions, claims, demands, liabilities, damages, costs, losses or expenses incurred or suffered by r2c Online as result of any breach by the Customer of its obligations under Clause 3.7.
4.1 The Customer acknowledges and agrees that r2c Online and/or its licensors own all intellectual property rights in the Software and Services. Except as expressly stated, this agreement does not grant the Customer any rights to r2c Online's intellectual property.
4.2 r2c Online confirms that it has all the rights in relation to the Software that are necessary for to comply with the terms of this agreement.
5.1 r2c Online warrants that, as at the date of this Agreement, it has a letter from the Vehicle Operators Standards Agency (VOSA) confirming that as at the Commencement Date, the reports produced by the Software are acceptable for operator licensing purposes and comply fully with the VOSA document "Guide to Maintaining Roadworthiness".
5.2 r2c Online agrees that it shall amend the Software and/or the format of the reports it produces to comply with any minor change to VOSA's safety inspection procedures. For the purposes of this clause 5, "minor changes" shall include ongoing updates generated from time to time by VOSA to existing checks, and will include the addition of a new check, but shall not include any major change, including the introduction of new processes, approval methods, or any other change outside the then current system functionality of the Software, or any new functionality requested by the Customer.
5.3 The Customer acknowledges that its use of the Software and that the provision of the Services by r2c Online is not a guarantee of compliance with VOSA's safety inspection procedures or with any other regulatory requirement. The Customer acknowledges that it is solely responsible for the quality of the Data which it processes through the Software, and that it is responsible for keeping its own copies of all such reports for legal compliance purposes, and for backing up its own data, which it can download from the Software during the Term at no additional charge.
6.1 r2c Online shall provide the Support Services during the Service Hours. Subject to clause 6.8 the Software shall be available in accordance with the Uptime Service Level.
6.2 The Customer is responsible for providing internet connections, hardware and software necessary to enable access to the Service to the minimum specification r2c Online publishes from time to time.
6.3 In order to render the Services, (and any Additional Services) the Customer shall:
6.3.1 provide r2c Online with all necessary co-operation and information in relation to this agreement;
6.3.2 comply with all technical instructions published by r2c Online from time to time;
6.3.3 comply with all applicable laws and regulations with respect to its activities under this Agreement (including the Data Protection Act 1998); and
6.3.4 carry out all other Customer responsibilities set out in these terms and conditions in a timely and efficient manner.
6.4 The Customer indemnifies and shall keep r2c Online indemnified fully and effectively against all actions, proceedings, claims, demands, damages and costs (including legal costs) that r2c Online may sustain or incur as a result of any breach of the provisions of clause 6.3.
6.5 r2c Online may, at its sole discretion and by express agreement, agree to provide the Customer with all or any of the Additional Services at a cost to be agreed by r2c Online, which shall be charged to the Customer as Additional Charges.
6.6 r2c Online warrants and represents that (subject to clause 5) it shall use all reasonable commercial endeavours to:
6.6.1 comply with all applicable laws in performing its obligations under this Agreement;
6.6.2 perform the Services (and any Additional Services) in accordance with Good Industry Practice using reasonable skill and care;
6.6.3 meet the Uptime Service Level set out in clause 6.8.
6.7 r2c Online does not warrant that:
6.7.1 the Software will operate without interruption or error or to be free of problems; or
6.7.2 that any Data is at any time up to date or accurate; or
6.7.3 that the Services (or the Additional Services (if it agrees to provide them)) will not cause the Customer's other hardware or software to operate without interruption or error, or to be free of problems.
6.8 In relation to the Service Level arrangements:
6.8.1 r2c Online shall provide at least a 95% uptime Software availability per month (Uptime Service Level). This availability refers only to an access point on the r2c Online hosting provider's backbone network, as the Customer is responsible for its own internet access. Availability does not include maintenance events, Customer-caused outages or disruptions, or outages or disruptions attributable in whole or in part to force majeure events within the meaning of clause 11;
6.8.2 if availability falls below the Uptime Service Level in a given calendar month (Service Delivery Failure), r2c Online shall credit the Customer's account by an amount calculated as the product of the total cumulative downtime (expressed as a proportion of the total possible uptime minutes in the month concerned) and the monthly subscription fee paid by the Customer (Service Credit); 6.8.3 a Service Credit shall not be payable unless the Customer requests it within 30 days of the service-affecting event(s). The maximum Service Credit allowable in a given month is limited to the monthly subscription paid by the Customer;
6.8.4 the Customer acknowledges and agrees that the Service Credit terms do not operate by way of penalty and constitute a genuine attempt to pre-estimate loss.
6.9 Subject to clause 6.6, all clauses warranties terms and undertakings express or implied statutory or otherwise in respect of the performance by r2c Online of the Services are hereby excluded.
7.1 The Customer shall pay the initial fees, annual membership fee and monthly annual Subscription Fees as set out in the Proposal.
7.2 All amounts and fees stated or referred to in this agreement are exclusive of value added tax, which shall be added to r2c Online's invoice(s) at the appropriate rate.
7.3 r2c Online shall be entitled to annually increase its fees on 30 days' prior notice by an amount not to exceed the increase in the CPI published by the National Statistics Office. At any time after the end of the Minimum Term, r2c Online shall be entitled to vary its fees as it sees fit from time to time, provided that r2c Online gives not less than 30 days' prior written notice of increase to the Customer.
7.4 The fees shall be invoiced by r2c Online and paid by the Customer at least 30 days prior to the Commencement Date and each anniversary thereof, or as otherwise set out in the Proposal.
7.5 r2c Online shall be entitled to levy Additional Charges:
7.5.1 if Services are provided in circumstances where any reasonably skilled and competent IT engineer would have judged the Customer's request to have been unnecessary;
7.5.2 if the Services are required as a result of any default of the Customer in compliance with its obligations under this Agreement or as a result of the Customer's failure to comply with r2c Online's reasonable instructions or directions issued from time to time; and/or
7.5.3 if r2c Online shall provide any Additional Services.
7.6 Additional Charges shall be levied by r2c Online monthly in arrears and shall be payable by the Customer within 30 days of issue of an invoice.
7.7 If r2c Online has not received payment by the due date, and without prejudice to any other rights of r2c Online, r2c Online may suspend access to the Services and/or terminate any agreement with the Customer and interest shall accrue on such due amounts at the rate of 3% over the base lending rate of r2c Online's bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after the judgment.
7.8 All payments due by the Customer to r2c Online shall be made without set off or counterclaim.
8.1 This clause 8 sets out the entire financial liability of r2c Online (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:
8.1.1 any breach of this agreement;
8.1.2 any use made by the Customer of the Services or the Software or any Data or any part of them; and
8.1.3 any representation, statement or tortious act or omission (including negligence) arising under or in connection with this agreement.
8.2 Except as expressly and specifically provided in this agreement the Customer assumes sole responsibility for results obtained from the use of the Software and the Services by the Customer, and for conclusions drawn from such use. r2c Online shall have no liability for any damage caused by errors or omissions in any information provided to r2c Online by the Customer in connection with the Services, or any actions taken by r2c Online at the Customer's direction. 8.3 Nothing in this agreement excludes the liability of r2c Online:
8.3.1 for death or personal injury caused by r2c Online's negligence;
or 8.3.2 for fraud or fraudulent misrepresentation.
8.4 The Service Level Arrangements set out in clause 6 state the Customer's full and exclusive right and remedy, and r2c Online's only obligation and liability in respect of, the performance and/or availability of the Service, or their non-performance and non-availability.
8.5 Subject to clause 8.3 and clause 8.4:
8.5.1 r2c Online shall not be liable for any loss of profits, loss of business, depletion of goodwill and/or similar losses or pure economic loss, or for any special, indirect or consequential loss costs, damages, charges or expenses however arising;
and 8.5.2 r2c Online's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the price paid for the Services during the 12 month subscription period during which the claim arose.
9.1 This Agreement shall commence on the Commencement Date and, unless terminated earlier in accordance with this Agreement, shall continue for the Minimum Term. After the expiry of the Minimum Term, this Agreement shall continue until terminated in accordance with clause 9.2.
9.2 Without prejudice to any of the rights or remedies to which the parties may be entitled, this Agreement may be terminated immediately by notice in writing:
9.3 On termination for any reason:
10.1 r2c Online may from time to time temporarily withdraw, or make alterations to the Services or to Software for technical or security reasons. r2c Online shall use all reasonable endeavours to give the Customer reasonable advance notice of any such downtime or alterations, but the Customer acknowledges and agrees that on occasion such downtime or alterations, for technical or security reasons, may have to be made on very short notice, or without notice. r2c Online shall use its reasonable endeavours to minimise any negative impact of such changes upon the Services, and upon the Customer's business, and will wherever reasonably possible seek to avoid any reduction in core functionality of the Services.
10.2 Subject to clauses 7.3 and 10.1, no variation, modification, addition, supplement or other change to this Agreement shall be effective unless in writing and signed by duly authorised representatives of each of the parties.
r2c Online shall have no liability to the Customer under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of r2c Online or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.
12.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party's Confidential Information shall not be deemed to include information that:
12.1.1 is or becomes publicly known other than through any act or omission of the receiving party;
or 12.1.2 was in the other party's lawful possession before the disclosure;
or 12.1.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
or 12.1.4 is independently developed by the receiving party, which independent development can be shown by written evidence;
or 12.1.5 is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
12.2 Subject to clause 3.3, each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this agreement.
12.3 This clause 12 shall survive termination of this agreement, however arising.
13.1 Any notice required to be given under this agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this agreement, or such other address as may have been notified by that party for such purposes, or sent by fax to the other party's fax number as set out in this agreement.
13.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by fax shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender).
14.1 A waiver of any right under this agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.
14.2 Unless specifically provided otherwise, rights arising under this agreement are cumulative and do not exclude rights provided by law.
14.3 If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
14.4 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties. 14.5 This agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
14.6 Each of the parties acknowledges and agrees that in entering into this agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this agreement, other than as expressly set out in this agreement.
14.7 The Customer shall not, without the prior written consent of r2c Online, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
14.8 r2c Online may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
14.9 Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
14.10 This agreement is made for the benefit of the parties to it and (where applicable) their successors and permitted assigns, and is not intended to benefit, or be enforceable by, anyone else.
15.1 This agreement and any disputes or claims arising out of or in connection with its subject matter are governed by and construed in accordance with the law of England.
15.2 The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement.