These are the terms and conditions ("Terms") referred to in your order ("Order") for Rais Opportunities Ltd ("Rais") a company incorporated and registered in England and Wales under company number 09383407 whose registered office is 75 Park Lane, Croydon, CR9 1XS ("I/We/Us" in these Terms) to supply the Client ("You" in these Terms) with the rais service and any further functionality we make available through the rais service ("Services").
They describe the terms on which We will supply the Services to You, and they explain our responsibility to You if We fail to meet these standards.
Please read these Terms carefully and make sure you understand and agree to them before using rais Services. If you have any questions relating to these Terms please contact us at email@example.com. This introduction is designed to give You an overview of the Terms, but it is not part of the Terms themselves.
If you do not agree with the Terms then please do not use the Services.
In this document the following words and expressions have the following meaning:
“Account” constitutes the account created for You to use Services;
“Agreement” means the agreement between the You and Us comprising the Order and the Terms for the provision of the Services;
"API" means our application process interface, which allows you to provide Us with your data in order to use our Services;
“Client” means the person who has placed the Order to purchase the Services (referred to as You in these Terms);
“Confidential Information” means information which is identified as confidential or proprietary by either party or by the nature of which is clearly confidential or proprietary;
“Customer Data” constitutes the data transferred to Us about Your customers as a result of the Code or the API
“Extended Term” means the period of time outlined to You when placing Your paid Order for which the Agreement will automatically extend for following the end of the Initial Term;
“Fees” constitutes the amount to be paid each month as set out in the Order;
“Initial Term” means the initial term of the Agreement, usually one month in length;
“Services” means the API, Code and any other source code and marketing software we provide as a service through our website;
“Order” constitutes the order You place through with Us to purchase the Services;
“Paid Services Commencement Date” means the date on which Your Initial Term starts;
“Purpose” constitutes the way Users use the Services to access their account, review customer performance information and act upon it to execute certain marketing activities;
“Terms ” constitutes the terms and conditions of service as laid out in this document as amended from time to time;
“Term” means the period of time made up of the Initial Term plus any Extended Term;
“User” means any person authorised by the Client to access the Services on behalf of the Client;
“Virus” constitutes any thing or device (including any software, source 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.
3.1 The Order is your offer to buy the Services from Us on these Terms, and You must make sure that the Order (and any specification that forms part of your Order) is correct.
3.2 On completion of your Order, You have a binding contract with Us, and these Terms are part of it.
3.3 The Agreement is our entire agreement. No previous statements or representations that We have made to You form part of the Agreement unless they are written into it. This includes samples, drawings, advertising, catalogues and other promotional or descriptive material.
3.4 If We have given You a quotation for the Services, it is only valid for 14 days from its issue date. It is not an offer to supply the Services to You.
3.5 If either of Us needs to give the other a notice under the Agreement ('Notice'), the Notice must be given properly to be effective. Clause 15.4 explains how to give a proper Notice.
4. Access to Our Services
4.1 As part of the Services We provide to You, We grant You a non-exclusive, non-transferable, personal and non-sub-licensable licence to allow Users to use the Services for the Purpose.
4.2 We can change the Services if necessary to comply with any regulations, or if our changes don't affect the nature and quality of the Services. If We decide to make a change, We will tell You in a Notice.
4.3 You must keep confidential any username and password to access the Services, and it must not disclose it to any third party (other than to Users).
4.4 You may only allow a maximum number of 5 Users to use the Services unless agreed to with Us beforehand.
4.5 You will ensure that each User keeps confidential any username and password required to access the Services and shall not disclose such username and password to any third party including persons within the Your organisation, company or business. If any User shares their username and password to share access to their Account, we reserve the right to an additional charge of 20% of the Fees for each additional User.
4.6. We reserve the right to disable any username or password or Account, at any time and at Our discretion, if a User or the Client has failed to comply with any of the provisions of the Agreement.
4.7. You are responsible for maintaining the confidentiality of your login details for your Account. Websites such as Strong Password Generator (https://strongpasswordgenerator.com/) offer guidance on how to create strong passwords that are more difficult to hack.
4.8. You are responsible for making all necessary arrangements for Users to have access to the Services. You are also responsible for ensuring that all Users are aware of these Terms and that they comply with them.
4.9. You must prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify Us.
4.10. You agree that the Services may change from time to time and no warranty, representation or other commitment is given in relation to the continuity of any functionality of the Services.
4.11. You shall indemnify and defend Us, Our agents and contractors from and against any and all losses, damages, claims, liabilities or expenses (including reasonable lawyer’s fees) arising out of a claim brought by a third party relating to your use of the Services (except to the extent caused by Our negligence).
5. Paid Services
5.1. The date on which you place an Order is the Paid Services Commencement Date and this Agreement shall continue to be in effect from this date and continue for the Term.
5.2. The Initial Term of the Agreement shall automatically extend for the Extended Term at the end of the Initial Term and at the end of each Extended Term, unless either party gives written notice to the other, no later than 30 days before the end of the Initial Term or the relevant Extended Term, to terminate the Agreement at the end of the Initial Term or the relevant Extended Term, as the case may be.
6.1 You must do the following things:
6.1.1 co-operate with Us so that We can supply the Services properly;
6.1.2 allow Us access to Your Customer Data via our API. You shall use the API in accordance with the reasonable directions we provide from time to time and must use the latest version of the API on notice from Us;
6.1.3 obtain and maintain all necessary licences, consents, and permissions necessary for Us to perform the Services under the terms of Agreement;
6.1.4 ensure that Your network and systems, including the internet browser, used to access the Services complies with the relevant specifications provided by Us from time to time;
6.1.5 procure and maintain all network connections and telecommunications links necessary to access the internet and gain access to and use the Services.
6.1.6 ensure you use reasonable endeavour not to (a) use the Services to access, store, distribute or transmit any material that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (b) transmit any Virus to Us that will impact our ability to continue to provide the Services (c) use any automated technologies to access the Services in a manner that dispatches to the Services more request messages than would be humanly possible to produce by using standard online web browsers; (d) use the Services in an illegal manner or in a manner that causes injury or damage to any person or property; (e) attempt to interfere with or compromise the integrity or security of the Services. We reserve the right, without liability or prejudice to its other rights under the Agreement, to disable Your Account for breaches of the provisions of this clause 6.1.6.
6.2 If We can't supply the Services because You have prevented Us (for example by causing delay, or by not doing something You were supposed to do), We can stop supplying the Services until You have put the matter right (at your own cost). In this case, You will also pay Us for any costs or losses You have caused Us, and We will not be responsible for any costs or losses caused to You.
7.1 The Fees are payable in advance by bank transfer, credit card or debit card, unless an alternative method of payment has been agreed on the Order form. You hereby authorise Us to bill such credit or debit card for the Fees in accordance with your Order.
7.2 All Fees stated or referred to in the Agreement are payable in the currency specified in the Order or otherwise stipulated by Us.
7.3 We will add VAT to our invoices if You are a business located in the UK. Businesses located outside of the UK will not be charged VAT but will be required to account for VAT in their country of operation and will provide any reasonable information required by Us in relation to this.
7.4 If You fail to pay on time, We may charge You interest at 3% per year above the Bank of England’s base rate from time to time from the due date until You pay Us, and this rate applies before or after any court judgment in our favour on the debt. The interest will accrue daily and You must pay it all with the overdue amount. We also reserve the right to suspend the Services if payment has not been received within 14 days of the due date.
7.5 Unless otherwise agreed to in writing, We may increase the Fees upon giving You 30 days’ notice in writing. This increase would take effect from the commencement date of the Extended Term following the expiry of the notice. If You are unhappy with the increase, You may terminate the Agreement with Us by providing a minimum of 30 days’ notice, such notice not to expire until the end of the Term. During the notice period, the Fees will not increase.
8. Intellectual Property
8.1 We own all intellectual property rights in relation to Our Services and your use of these is under licence on the terms of this Agreement.
8.2 You grant Us a licence to access, download and use Your Customer Data in accordance with the Services we provide. Otherwise, We claim no rights to the Customer Data. You shall maintain a backup of Customer Data and We shall not be responsible or liable for the deletion, correction, alteration, destruction, damage, loss, disclosure or failure to store any Customer Data.
9.1 We each agree to keep the other's Confidential Information and knowhow confidential, and not to disclose it to anyone else unless they need to know about it to carry out this Agreement. These confidentiality obligations continue after the rest of the Agreement has ended.
10. Support and continuity of the Services
10.1. Throughout the Trial, and the Term when You are using the Services We will use reasonable endeavours to make the Services available 99% of the time, except for periods of planned maintenance for which 24 hours notice will be given; or unscheduled maintenance during normal business hours (UK time) or otherwise, for which We will use reasonable endeavours to give You advance notice.
10.2. Throughout the Term when You are using the Services We will use reasonable endeavours to provide a level of support that is appropriate to the nature of any issues requiring support during normal business hours (UK time). Support during the Trial will be provided entirely at Our discretion.
10.3. You acknowledge that in order to provide the Services, We require access to Your data. You hereby agree that We are not responsible for any interruption to the Services caused by a lack of availability of Your data.
11.Financial Problems and Breach
11.1 If any of the events listed below takes place, or if We think that any of them are likely to happen, We can cancel or suspend our Services or send You a Notice to end the contract straightaway and You must show reasonable endeavour in paying Us all sums that You owe Us for Services We have supplied to You. The events are:
11.1.1 You are unable to pay your debts when they arise (this includes your failure to pay Us for the Services on time in the way described in clause 6), or You are deemed to be unable to pay your debts under the legislation known as the Insolvency Act 1986;
11.1.2 You negotiate with any creditors who You owe money to reschedule your debts to them, or You enter into any arrangement or compromise with your creditors concerning your debts;
11.1.3 a petition is filed, a notice is given, a resolution is passed or an order is made for your company to be wound up (except if that happens as part of You combining with another company whilst You are still solvent), or for your bankruptcy;
11.1.4 one or more of your creditors or someone else You owe money to becomes entitled to appoint an administrative receiver or takes possession of any of your assets, or any other legal action is taken against your assets;
11.1.5 a court application or order is made for the appointment of an administrator over You and your affairs;
11.1.6 You stop carrying on business, or threaten to do so;
11.1.7 You die or lose physical or mental capacity (if You are an individual);
11.1.8 You seriously breach your contract with Us.
11.2 Similarly, if We do any of the things listed in clause 11.1, You can send Us a Notice to end the Agreement straightaway.
12.1 We will not be responsible to You for any loss of profit or any consequential loss arising from our contract with You. Our total 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 the Agreement shall in all circumstances be limited to the Fees paid by You in the 6 months prior to the event giving rise to the claim or, in the case of an event in the Trial Period giving rise to a claim of £1.
12.2 These Terms do not limit our responsibility for things that the law says We cannot exclude. These include death, personal injury caused by our negligence, fraud, breach of the terms implied by section 2 of the legislation known as the Sale of Goods and Services Act 1982 (which entitles You to title and quiet possession of your goods) or any other matter that the law says We can't exclude. Otherwise, any warranties or terms which are implied into this Agreement by any piece of law are excluded.
12.3 Neither of Us will be liable to the other for failure or delay in carrying out this contract which is caused by an event beyond our reasonable control, which We could not have foreseen or which was unavoidable. This includes industrial disputes, energy or transport failures, acts of God, war, terrorism, civil unrest, explosions, mechanical breakdown, natural disasters, deliberate damage, or failures of suppliers or sub-contractors to do what they are supposed to.
13. Client Feedback
13.1. You allow Us to use Your name and logo within our marketing materials alongside any feedback You have provided about the Services.
13.2. You acknowledge that We may prepare written overviews of the impact of the Services on Your business (“Case Studies”). You agree that We may publish Case Studies with Your prior consent. You may request reasonable amendments to Case Studies. Any consent to be given to Case Studies or requests for amendments to Case Studies prepared by Us shall not be unreasonably delayed by You. You agree that the Case Studies may contain information that identifies You as a Client and details of achievements as a result of using the Services. We agree not to use any information which in Your reasonable opinion is commercially sensitive to Your business. You agree to provide us with feedback about Case Studies prior to their publication in a reasonable amount of time, subsequent to our request for such feedback.
13.3. You agree to provide Us with regular feedback on the Services in order for us to continue to make necessary improvements. By providing such feedback, You acknowledge that We may use it to make necessary improvements to the Services and without any further restrictions.
14. Customer Data Protection
14.1. We do not claim ownership of Your Customer Data.
14.2. If as a result of hosting Your Customer Data or as a result of the Your use of the Services, we process Personal Data, we will do so as a Data Processor. You will remain the Data Controller.
14.3. In relation to such Personal Data:
14.3.1. We will process the Personal Data only in accordance with our Terms of Data Processing found at https://rais.io/terms-data-processing; and
14.3.2. We will have in place appropriate technical and organisational security measures against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data. Our Data Protection and IT Security Policies can be provided on request.
15.1 Both You and We are allowed to assign, transfer, charge or sub-contract the rights and obligations under this contract, if both You and We have previously agreed to this in writing.
15.2 Nobody other than We and You may rely on any terms of this Agreement.
15.3 Changes to the contract are only binding if We agree them in writing, sign them and give You a copy.
15.4 If either of Us wishes to give a notice to the other under the contract, We must give 30 days written notice prior to the end of the Extended Term and either deliver it or send it by first class post to the other's registered office (or another address specifically given to the sender for this purpose). Delivery by post will be regarded as completed by 9:00 am on the second day after posting. This arrangement does not apply to the service of any documents in legal proceedings.
15.5 Delay in exercising a right under the contract will not take away that right or any other right.
15.6 The contract is governed by English law and the courts of England and Wales will have the exclusive right to deal with any disputes arising from it.