1. Contract Terms
1.1 We agree to provide our services to you on the following terms. These constitute a contract between us and you and must be read together with any other documents explicitly agreed to be part of this contract. Any other terms contained in any other document are excluded unless their inclusion is expressly agreed in writing.
1.2 In these terms:
1.2.1 "we" and "us" means Recipero Limited a company registered in England under number 3794898 and of Recipero Ltd, Corinium House, Corinium Avenue, Gloucester GL4 3HX. United Kingdom
1.2.2 "Data" means the data that we provide to you as part of the Services; and
1.2.3 the "Services" means the services that you have ordered from us and we have agreed to provide.
You must pay our charges for the Services as agreed between us.
3. Additional Work
Any charges that we agree with you are for the work that we agree at that time. If we are asked to carry out additional work or your instructions to us change we reserve the right to make an additional charge.
4.1 We grant you a non-exclusive, non-transferable, revocable licence to access, view and use the Data and to store the Data on your system. You confirm that you are the sole end user for the information derived from the Data.
4.2 Whilst the Data is accurate to the best of our knowledge and is given to you by us in good faith, because we rely on third party sources we cannot warrant the accuracy of the Data. Any decision that you make based on the Data shall be entirely at your own risk and we shall not be liable in any way for decisions made by you.
4.3 If you become aware of any misuse of any Data or any security breach that could compromise the security or integrity of the Data you shall promptly notify us and fully cooperate with us to remedy the issue as soon as reasonably practicable.
Except as expressly provided in this Agreement, you shall not:
5.1 resell the Services or the Data (wholly or in part);
5.2 reverse engineer all or any part of the Data;
5.3 use the Services or the Data in any way that may be considered injurious or detrimental to us or our licensors (or their licensors) or bring us or them into disrepute; nor
5.4 use the Services or the Data for any purpose contrary to any law.
6. Data Protection and Law Enforcement
6.1 We will abide by our obligations under UK data protection legislation in relation to any personal data that you provide to us.
6.2 You agree that you give us permission to share any data sent by you in connection with this Agreement with (1) the Police or other law enforcement authorities for the purpose of the prevention and detection of crime, arrest and prosecution of offenders or for the recovery of stolen property and (2) those who own the goods which are the subject matter of either the Services or any search by you.
This clause only applies if you are "consumer" ie an individual acting for purposes that are wholly or mainly outside your trade, business, craft or profession.
Legally, we are obliged to inform you of a statutory right to cancel your contract with us. You can cancel this contract without giving any reason. The time limit for such cancellation expires after 14 days from the making of this contract. To cancel, you must inform us of your decision by a clear statement (such as a letter or email). You may use the form below but you do not have to use it. If you cancel, where you have made a payment to us in advance, we will refund such payment to you promptly, less any charges and expenses due to us as a result of your requesting us to start work without delay.
(You may use this form to exercise your right to cancel, where applicable)
7.1 Either we or you shall be entitled to terminate this Agreement immediately by written notice to the other if the other commits any material breach of this Agreement and, in the case of a breach capable of remedy, fails to remedy it within 21 days after receipt of a written notice giving full details of the breach and requiring it to be remedied.
7.2 Either of us can also terminate this Agreement if the other is bankrupt or the subject of a bankruptcy order (or the equivalent in any other jurisdiction) or the other becomes insolvent or unable to pay its debts as they fall due or makes any arrangement or composition with, or an assignment for the benefit of, its creditors or if any of its assets are the subject of any form of seizure. If either of us is a company, the other can terminate this contract forthwith if the first party passes the resolution for winding up or if a Court makes an order that the company shall be wound up (in either case other than for the purpose of reconstruction) goes into liquidation, either voluntary or compulsory, or if a receiver or manager on behalf of a creditor or administrative receiver or administrator is appointed (or the equivalent in any other jurisdiction) or if the company makes any composition or arrangement with or for the benefit of any creditor.
8.1 We warrant to you that we will seek to supply the Services with reasonable skill and care. We accept liability for our own negligence, but only to the extent stated in this clause.
8.2 Nothing in this Agreement shall be construed as restricting or excluding our liability for death or personal injury resulting from our negligence or for fraud.
8.3 Our liability to you under this Agreement shall not exceed the amount paid by you for the Services over the previous 12 months.
8.4 Subject to the immediately preceding sub-clause, we shall be liable to you in respect of all direct loss or damage caused by our acts or omissions and those of our employees, agents or sub-contractors, other than Excluded Loss. In this clause the expression "Excluded Loss" means all special loss (whether or not the possibility of such loss arising on a particular breach of contract or duty has been brought to our attention at the time of making this contract) and loss, corruption or destruction of data or loss of profits, business or anticipated savings, whether incurred directly or indirectly, or any indirect or consequential damage whatever, either in contract, tort (including negligence) or otherwise.
9. Force Majeure
Neither we nor you shall be liable to the other for any breach of this Agreement caused by matters beyond our reasonable control, including, but not limited to, Acts of God, fire, lightning, explosion, war, disorder, flood, industrial disputes (whether or not involving our employees), failures or interruptions of electricity supplies, weather of exceptional severity or acts of local or central government or other authorities.
Each party shall keep secret and treat as confidential all information obtained from the other which is either stated to be confidential or could reasonably be regarded as confidential. These confidentiality obligations extend to and include the terms of this agreement. This clause shall not extend to information which was already in the lawful possession of a party prior to this Agreement or which is already public knowledge or becomes so subsequently (other than as a result of a breach of this clause) or which is trivial or obvious. The obligations of confidentiality under this clause shall survive any termination of this Agreement.
11.1 Any notice required or permitted to be given by either party to the other under this Agreement shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified under this provision to the party giving the notice.
11.2 No waiver or any amendment to these terms shall be effective unless in writing and signed by both you and us.
11.3 A person who is not a party to these terms may not enforce any of them under the Contracts (Rights of Third Parties) Act 1999.
12.1 If any dispute arises out of this Agreement the parties will attempt in good faith to negotiate a settlement. If the matter is not resolved by negotiation, the parties will refer it to mediation in accordance with the Centre for Effective Dispute Resolution ("CEDR") Model Mediation Procedure. (See www.cedr.co.uk). Unless otherwise agreed, the mediator shall be appointed by CEDR. If the parties fail to agree terms of settlement within 42 days of the start of the first meeting held under such procedure, the dispute may be referred to litigation by either party.
12.2 This Agreement shall be governed by the laws of England and we both agree to submit to the exclusive jurisdiction of the English Courts.