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1. RM Online Limited ("RM")
shall make available to the Subscriber during the term of this
Agreement "RM Online Limited Online Services"
("RM Service") upon these Conditions of Service.
RM reserves the right to make changes to the RM
Service and will endeavour to give the Subscriber prior notice
of any planned changes. From time to time it is possible that
another database may be offered to the Subscriber under the RM
Service. In those circumstances RM is acting as the agent
for the person providing the additional database and shall not
itself be liable in any way whatsoever to the Subscriber for any
matter relating to the additional database.
2. This Agreement shall take effect
as soon as the Subscriber signs the service agreement
It shall expire at the end of one year but will be renewed for
additional one-year periods until terminated. Either party may
terminate this Agreement on any anniversary of its start by providing
the other with written notice of cancellation no later than sixty
(60) days before the expiry date. Any use of the RM Service
after the effective date of a properly delivered notice of termination
shall be deemed an election to renew the term and the Subscriber
shall be liable for charges for a further term.
3. The Subscriber shall pay the following to RM:
(a) A Usage Fee. Payment of
the Usage Fee shall entitle the Subscriber to use RM's services as notified from time to time to the Subscriber by RM
("the permitted number"). The Subscriber acknowledges
that additional use of the RM Service in excess of the subscription amount
shall be charged for by RM at its normal
rates as notified from time to time to the Subscriber by RM
and such charges shall be paid by the Subscriber in addition to
the Usage Fee. Notwithstanding any other remedy available to
it, RM shall have the right to terminate the access to
its database (or any other database available under the RM
Service) of any Subscriber who fails to make payment of any charges
on the due date for payment. The Usage
Fee and any other charges payable are not refundable and may be
varied by RM at any time by notice in writing to the Subscriber.
Such variation shall not apply to any current subscription that
has been fully paid.
4. RM shall allocate the Subscriber
with an identification number after the first subscription payment
has been fully paid in order to facilitate the provision by RM
to the Subscriber of the RM Service. Such identification
number is personal to the Subscriber who undertakes to keep it
safeguarded. In the event of the use of the RM Service
by the Subscriber's identification number with or without the
consent of the Subscriber then the Subscriber shall be responsible
for all the charges incurred as a result. If the Subscriber suspects
that unauthorised use is being made of the identification number
allocated to it in order to obtain access to the RM Service
the Subscriber shall immediately notify RM in writing.
If RM considers it necessary it shall arrange for the
cancellation of such identification number and the allocation
of a replacement number to the Subscriber. RM reserves
the right at any time to cancel the identification number of the
Subscriber and to allocate a replacement number.
5. Servants or agents of RM
may from time to time use the RM Service on behalf of the
Subscriber or assist the Subscriber in making searches for the
purpose only of demonstrating the RM Service to the Subscriber.
No responsibility for loss occasioned to any person as a direct
or indirect result of the use of information so obtained is accepted
by RM.
6. The Subscriber shall take sole
responsibility for its use of the RM Service and RM
shall assume no liability for any loss suffered by the Subscriber
which either wholly or partly results from the failure of the
Subscriber to take due care in the use of the RM Service.
While the credit ratings given to the Subscriber under the RM
Service by RM are honest expressions of opinion for the
sole use of the Subscriber the Subscriber acknowledges that such
opinions are based on information from third parties. Where direct
loss is caused to the Subscriber which arises solely as a result
of the negligent acts or omissions of RM or its employees
in the provision of the RM Service RM accepts liability
under these conditions for such direct loss. Otherwise RM
accepts no responsibility whatsoever for the accuracy, completeness
or content of the RM Service. It accepts no liability
for any cost, loss, damage, loss of profit or business of any
other consequential or special loss, whether direct or indirect
suffered by the Subscriber as a result of its use of the RM
Service, Equipment, Software or by reason of any failure or of
defects in the RM Service. The total liability of RM
under these Conditions howsoever arising shall not exceed a sum
equal to ten times the registration and usage fee combined charge,
in the year in which the liability accrued.
7. The information and data contained
in the RM Service database is the property of RM
and all rights in such material are reserved. Nothing shall confer
on the Subscriber or its servants or agents any rights over or
in the RM Service or any information or data comprised
in the RM Service database save a licence to use it upon
and subject to these Conditions. The Subscriber shall not reproduce,
re-transmit or otherwise copy any of the information and data
contained in the RM Service database or otherwise available
under the RM Service without the written permission of
RM. In particular the Subscriber shall not without RM's
specific consent copy any of the said information or data onto
or convert such information or data into any other medium for
the purpose of re-sale or for the purpose of making such information
or data available to any other person. Any permission granted
by RM to do this shall be made subject to the Subscriber
making suitable acknowledgement that the source of the said information
or data is the RM Service.
8. RM will not be liable for
failure to perform its obligations if the failure results from
an Act of God, refusal of licence, act of government or other
authority or statutory undertaking, fire, explosion, accident,
power failure, equipment failure, industrial dispute, inability
to obtain materials or anything beyond RM's reasonable
control.
9. Without prejudice to any other remedies which it may have RM may terminate this Agreement with the Subscriber with immediate written effect on giving notice to the Subscriber at any time after the happening of any one of the following events:-
(a) If any payment due to RM under any agreement remains unpaid after becoming due.
(b) If the Subscriber shall commit any other breach of these Conditions and shall fail to remedy it within a reasonable time on receiving written notice from RM and in any event within a period of seven days or if the Subscriber is in breach of any agreement under which RM credit plan finance is provided to the Subscriber.
(c) If the Subscriber is adjudicated bankrupt or enters into liquidation (whether voluntary or compulsory) except for a voluntary winding-up for the purpose of reconstruction or amalgamation or enters into any arrangement or composition with its creditors generally or if a Receiver is appointed over any part of its assets or if any distress or execution is levied or threatened upon any of its assets and is not removed or discharged within seven days or if any judgement against the Subscriber remains unsatisfied for more than seven days.
If this Agreement with the Subscriber
is terminated by RM under the provision of this Clause
such termination shall not affect the right of RM to recover
any money due at the time of such termination or to recover damages
for any breach of this Agreement before such termination.
10. This Agreement may not be assigned
by the Subscriber without the prior written consent of RM.
11. This Agreement (with RM's
Standard Conditions) constitutes the entire agreement between
RM and the Subscriber in respect of the RM Service
and no representation, statement, warranty or condition not expressly
contained in this Agreement or incorporated herein by reference
shall be binding upon RM as a warranty or otherwise.
12. A Subscriber to the Unlimited
Access subscription is the named Subscriber to the RM Service.
The RM Service is permitted to be used by the named Subscribers
only and may not be used by any subsidiary, holding company, group
company or associated company. Unauthorised use will render the
Subscribers liable to an immediate charge of £10,000 plus
VAT for each trading company within the group irrespective of
the number.
13. Each party warrants to the others
that they have obtained all necessary licences and registrations
under the Consumer Credit Act 1974 and the Data Protection Act
1984 (or any subsequent enactments thereof) and shall comply strictly
with the requirements of the legislation.
Each party shall install adequate
security measures in the light of the sensitive nature of the
service and information provided and shall maintain such security
measures in good working order.
1. These conditions shall be incorporated
into all contracts made by RM Online Limited ("the
Company") with the Customer.
2. All prices quoted by the Company
are quoted exclusive of VAT which shall be added to the Customer's
invoice at the rate in force at the date of invoice. Payment
shall be made by the Customer to the Company within 7 days of
the date of the Company's invoice to the Customer. Interest at
2% per month will be charged by the Company on all overdue accounts.
3. Any credit limit or rating or
other information whatsoever supplied by the Company to the Customer
under these terms whether orally or in writing shall be deemed
given in absolute confidence for the sole use of the Customer
for the purposes of the Customer's business only. The Customer
shall not without the prior written consent of the Company divulge
any such credit limit or rating or other information to any third
party. The Customer indemnifies the Company against all costs,
claims, actions and proceedings arising out of the unauthorised
use or disclosure by the Customer, the Customer's employees, agents
or any other person under the Customer's control of any such credit
rating or information.
4. All credit limits and credit ratings
given by the Company are provided for guidance only and the Company
strongly recommends that they be used by the Customer only in
conjunction with other information available to the Customer.
Whilst every reasonable effort is made by the Company to ensure
the accuracy of any credit rating or information given by the
Company the Customer accepts that the Company must rely on external
sources over which it has no control for its information. The
Company makes no representation as to the accuracy of any credit
rating or information given by it and all liability of the Company
its directors, employees or agents arising from any inaccuracy
whatsoever is excluded.
5. Goods shall become the property
of the Customer upon payment being made in full for them. The
Customer shall however be responsible for and bear the risk of
all loss or damage to the goods from the time that the goods leave
the Company's premises.
6. RM shall not be liable for any
failure to perform, or delay in performing, any of its obligations under
the agreement if such failure, or delay, arises from circumstances beyond its
reasonable control inclusing, but not limited to, any failure or deterioration in the quality
of any communication media.
7. If the Customer shall become a
Subscriber to "RM Online Limited Online Service"
then the Conditions of Service for Subscribers shall apply to
the Customer's contract.
8. This Agreement shall be governed
by English Law and the parties submit to the jurisdiction of the
English courts.