The RM Terms and Conditions of Service for the Customer(s)
1. RM Online Limited ("RM") shall make available to the Customer during the term of this Agreement "RM Online Limited's 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 Customer prior notice of any planned changes. From time to time it is possible that another database may be offered to the Customer 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 Customer for any matter relating to the additional database.
2. The agreement with the customer shall commence on the filing of the agreement and shall continue until terminated by either party by giving the other at least 60 days notice in writing. Any use however, of the RM Service after the effective date of a properly delivered Notice of Termination the Notice shall be deemed to have been withdrawn and the Agreement shall be deemed to have continued.
3. The customer shall pay for the services at the rates published by RM from time to time. Invoices will be raised weekly and payment shall become due 14 days after the date of invoice. Any late payment shall attract interest at 5% above Natwest Bank's base rate from time to time calculated on a daily basis from the date the money is due until payment is made. Notwithstanding any other remedy available to it, RM shall have the right to terminate the customers access to its data base (or any other data base available under the RM service) in the event of the customer failing to make payment of any charge on the due date. In the case of credit card accounts the customer authorises RM to deduct monies owing from the customers credit card.
4. RM shall allocate the Customer with an identification number personal to the customer who undertakes to keep it safeguarded. All services used through that identification number whether authorised by the customer or not shall be the customer's responsibility. The customer shall immediately notify RM in writing if it suspects that an unauthorised use is being made of the identification number and RM shall, if it considers it necessary arrange for the cancellation of such identification number and the allocation of a replacement number to the customer. In any event RM reserves a right at any time to cancel the customers identification number and, where RM deems appropriate, allocate a replacement.
5. Servants or agents of RM may from time to time use the RM Service on behalf of the Customer or assist the Customer in making searches for the purpose only of demonstrating the RM Service to the Customer. No responsibility for any loss occasioned to any person firm or company as a direct or indirect result of the use of information so obtained is accepted by RM.
6. The Customer shall take sole responsibility for its use of the RM Service and RM shall assume no liability for any loss suffered by the Customer which either wholly or partly results from the failure of the Customer to take due care in the use of the RM Service. While the credit ratings given to the Customer under the RM Service by RM are honest expressions of opinion for the sole use of the Customer the Customer acknowledges that such opinions are based on information from third parties. Where direct loss is caused to the Customer 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 Customer 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 the cost of the original reportin 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 Customer 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 Customer may 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 subject to the Customer 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 Customer with immediate written effect on giving notice to the Customer 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 or if the customer is in breach of any agreement under which RM credit plan finance is provided to the customer.
(b) If the Customer shall commit any other breach of these Conditions unless the breach is remedied within a reasonable time after receiving notice from RM in any event within a period of 7 days from the date of such notice unless the customer has previously received notice of a breach of the same condition.
(c) If the Customer 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 Customer remains unsatisfied for more than seven days. If RM terminates this Agreement with the Customer 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. Either party without the prior written consent of the other party may not assign this Agreement.
11. This Agreement (with RM's Standard Conditions) constitutes the entire agreement between RM and the Customer 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. 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 enactment's 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.
Standard Conditions
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. The Customer shall make payment to the Company within 14 days of the date of the Company's invoice to the Customer. Interest at 5% above Natwest Bank's base rate will be charged from time to time by the Company on all overdue Accounts.
3. 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.
4. 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 or are transmitted electronically via the internet or via any other electronic means.
5. 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 including, but not limited to, any failure or deterioration in the quality of any communication media.
6. If the Customer shall become a Customer to "RM Online Limited's Online Service" then the Conditions of Service for Customers shall apply to the Customer's contract.
7. English Law shall govern this Agreement and the parties submit to the jurisdiction of the English courts.
