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TERMS AND CONDITIONS

  1. Parties to the Agreement

    The parties to the Agreement shall be Rubitek Solutions Limited (“Rubitek”, “the Supplier”, “the Company”, “we”, “our”, “us”), a company registered in England and Wales under Company number 11316065 whose registered office is at The Hawthornes, 8 Eyam Close, Desborough, Northamptonshire NN14 2FF (we) and the Customer (“the Customer”, “you”, “your”) whose details will appear on the Customer’s invoice.
  2. Whereas

    We have developed certain software applications and platforms which we make available to you via the internet on a pay-per-use basis for the purpose of supplying the Services.

    You wish to use our Services in your business operations and we have agreed to provide, and you have agreed to take and pay for, our Services subject to the terms and conditions of the Agreement.

    The person signing the Agreement on your behalf warrants that they have the authority to bind you to the terms and conditions of the Agreement.
  3. Definition

    Authorised Users
    means those individuals who are linked to Licensed User Subscriptions for the purpose of supporting Licensed Users or are Licensed Users for the purpose of using the Services as described

    Automatic Renewal means that your Licensed User Subscription will automatically renew at the end of each month where you have purchased a monthly Licensed User Subscription or at the end of each year where you have purchased an annual Licensed User Subscription;

    Billing Date means the date on which your Licensed User Subscription(s) will be charged to you and become payable to us

    Browser Policy means our policy for supporting which internet browsers can be used to access the Services;

    Business Day means a day other than a Saturday, Sunday or bank / public holiday in England;

    Confidential Information means any and all information of whatever nature disclosed directly or indirectly (whether before or after the date of the Agreement and whether given in writing, verbally or by any other means) by a party to the other party, including any information relating to its business affairs, customers, clients, suppliers, operations, plans or intentions, products and services including databases, software, internet and website products and services, technical information and data, financial information, business strategies, marketing and promotional information, analyses, documents, data, formulae, processes, designs, know-how, trade secrets and Intellectual Property Rights, which information is designated in writing to be confidential or proprietary, or which information would, under the circumstances, appear to a reasonable person to be confidential or proprietary; 

    Course Material means any qualification or course material compatible with the Software that is made available to you so that it can be used as part of the Software;

    Customer Data means the data inputted by you or your Authorised Users, or us on your behalf for the purpose of using the Services or facilitating your use of the Services;

    Data Controller and Data Processor have the meaning as defined in the Data Protection Legislation;

    Data Protection Legislation means the Data Protection Act 1998 and, from the 25th May 2018, the GDPR, in addition to any other applicable laws relating to the processing of Personal Data and privacy;

    Documentation means all and any documents made available to you by us online via www.rubiteksolutions.co.uk or such other web address notified by us to you from time to time which sets out a description of the Services and the user instructions for the Services;

    Effective Date means the start date of the Services;

    Expert means such independent expert as is a) agreed between the parties; or in the absence of such agreement within 10 Business Days; or b) appointed by the National Computing Centre (or some other British nationally-recognised independent centre for expertise in the application of computer technology agreed by the parties); 

    Fair Use Policy means a set of rules applied by us that restrict the ways in which the website may be used;

    GDPR means the EU General Data Protection Regulation 2016/679

    Intellectual Property Rights means any and all copyrights, moral rights, related rights, patents, supplementary protection certificates, petty patents, utility models, trademarks, trade names, service marks, design rights, database rights, website rights, semi-conductor topography rights, domain name rights, rights in undisclosed information or Confidential Information, rights in get up, goodwill or to sue for passing off, unfair competition rights, and other similar intellectual property rights (whether registered or not) and applications for any such rights as may exist anywhere in the world;

    License Period means the period between the Subscription Start Date and the Subscription End Date;

    Licensed User means the individual user that all other Authorised Users must be linked to in order to use the Service;

    Licensed User Subscription means each Licensed Users Subscription that you purchase for a Subscription Term which entitle Authorised Users to access and use the Services for the Subscription Term;

    Licensed User Subscription Fee means the fee that is paid by you to us for each Licensed User Subscription;

    Licensed User Subscription Term means the period that you agree to purchase any Licensed User Subscriptions for;

    Licensed User Subscription Term Start Date means the start date of the Subscription Term; 

    Login means the unique username and password that an Authorised User provides to gain access to the Software; 

    Normal Business Hours means 9.00 am to 5.00 pm local UK time, each Business Day;

    Personal Data has the meaning as defined in the Data Protection Legislation;

    Renewal Notification means the electronic document and associated reminders that are sent to you by us before the end of any Trial Licensed User Subscription period; 

    Renewal Period means the period of time available to you after the end of any Trial Licensed User Subscription period when Customer Data will remain available before it is removed from our Services; 

    Services means the system subscription service or any other services provided by us to you under this Agreement via www.rubiteksolutions.co.uk or any other website notified to you by us from time to time;

    Software means the online software applications provided by us as part of the Services; 

    Standard Support Policy means our policy for providing the Standard Support Services;

    Standard Support Services means our standard support services that are set out in our Standard Support Services document; 

    Trial Licensed User Subscription means any free of charge or low-cost Trial Licensed User Subscription that is available for a limited period;

    Trial Licensed User Subscription Term means the limited period that you will have access to the Trial Licensed User Subscription before you agree to purchase any Licensed User Subscriptions for a Licensed User Subscription Term;
  4. Licensed User Subscriptions

    Subject to you purchasing Licensed User Subscriptions in accordance with the terms and conditions of this Agreement, we hereby grant to you a non-exclusive, non-transferable right to permit the Authorised Users to use the Services during the Licensed User Subscription Term.

    In relation to the Authorised Users, you undertake that you will not allow or suffer any Authorised User account to be used by more than one individual at any time and that each Authorised User shall be linked to one or more Licensed Users.  Each Authorised User shall keep a secure password for their account use of the Services and that secure password will be kept confidential.

    You shall provide any reasonable information that we request in order to carry out an audit of the Services for each Authorised User. Such audit may be conducted no more than once per quarter, at our expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with your normal conduct of business.  If any audit reveals that any login has been provided to any individual who is not an Authorised User, then without prejudice to your other rights we shall promptly disable such passwords and shall not issue any new passwords to any such individual.  If any audit reveals that you have underpaid Subscription Fees to us, then you shall pay to us an amount equal to such underpayment as calculated within 30 Business Days of the date of the relevant audit. 

    You shall not knowingly or negligently access, store, distribute or transmit any viruses, or any material during the course of your use of the Services that: 

    • is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; 
    • facilitates illegal activity; 
    • depicts sexually explicit images; 
    • promotes unlawful violence; 
    • is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or 
    • in a manner that is otherwise illegal or causes damage or injury to any person or property;
    and we reserve the right, without liability or prejudice to our other rights to you, to disable your access to any material that breaches the provisions of this clause.

    You shall not, except as may be allowed by any applicable law which is incapable of exclusion by Agreement between the parties and except to the extent expressly permitted under this Agreement:
    • attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and / or Documentation (as applicable) in any form or media or by any means; or 
    • attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or 
    • access all or any part of the Services in order to build a product or service which competes with the Services; or 
    • license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Authorised Users; or 
    • attempt to obtain, or assist third parties in obtaining, access to the Services other than as provided under this clause.
    You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify us. 

    The rights provided under this clause are granted to you only, and shall not be considered granted to any of your associated subsidiaries or a holding company.

    All Licensed User Subscriptions will be charged on the same date each month where you have purchased a monthly Licensed User Subscription and each year where you have purchased an annual Licensed User Subscription;

  5. Additional Licensed User Subscriptions

    You may from time to time create additional Licensed User Subscriptions and we shall grant access to the Services to such additional Authorised Users in accordance with the provisions of this Agreement. 

    We will charge you for any additional Licensed User Subscriptions at a rate of the Licensed User Subscription Fee for each additional Licensed User Subscription created, adjusted pro rata for the remaining duration of the period (e.g. the remainder of the month where you have purchased a monthly Licensed User Subscription or the remainder of the year where you have purchased an annual Licensed User Subscription) until such time as Automatic Renewal when the charge will become payable on the same date as all of your other Licensed User Subscriptions.
  6. Services

    We shall, during the Subscription Term, provide the Services to you on and subject to the terms of this Agreement and will make all reasonable endeavours to make the Software available 24 hours a day, seven days a week, except for: 

    • planned maintenance performed during a 30 minute maintenance window outside Normal Business Hours where we have provided at least 16 Normal Business Hours’ notice in advance; and 
    • unscheduled maintenance performed outside Normal Business Hours, provided that we have used reasonable endeavours to give you at least 4 Normal Business Hours’ notice in advance. 
    We will, as part of the Service and at no additional cost to you, provide you with our Standard Support Services as defined in our Standard Support Services document during Normal Business Hours and in accordance with our Standard Support Policy that is available at http://www.rubiteksolutions.co.uk/support-policy/ and which may be updated from time to time subject to us providing you with no less than 30 days’ written notice of such amendments. 
  7. Customer data

    You shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data. 

    We have access to the Customer Data and you allow us to access and use the Customer Data subject to the confidentiality obligations of this Agreement and the Data Protection Legislation. 

    We shall follow our archiving procedures for Customer Data as set out in our Backup Policy available at http://www.rubiteksolutions.co.uk/customer-data-backup-policy/ or such other website address as may be notified to you from time to time, and which may be updated from time to time subject to us providing you with no less than 30 days’ written notice of such amendments.  In the event of any loss or damage to Customer Data, your sole and exclusive remedy shall be for us to use our best endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by us in accordance with the archiving procedure described in our Back-Up Policy.  We shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by us to perform services related to Customer Data maintenance and back-up).  Unless caused by our negligence, we may charge you a reasonable fee to restore the Customer Data.  Such fee is at our absolute discretion. 

    You permit and consent to us engaging with third parties to provide all or part of the Services. We shall inform you of any intended changes concerning the addition or replacement of any third parties that are engaged with the processing of Personal Data, thereby giving you the opportunity to object to such changes. 

    If we process any Personal Data on your behalf when performing our obligations under this Agreement, the parties record their intention that you shall be the Data Controller and we shall be a Data Processor and in any such case: 

    • unless you notify us in writing in advance, we acknowledge and agree that the Personal Data may not be transferred or stored outside the United Kingdom or the EEA, except where we are required to by law, then in such a case, we shall inform you of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest; 
    • you shall ensure that you are entitled to transfer the relevant Personal Data to us so that we may lawfully use, process and transfer the Personal Data in accordance with this Agreement on your behalf; 
    • we shall process the Personal Data only in accordance with the terms of this Agreement and any lawful instructions reasonably given to us by you from time to time; 
    • each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the Personal Data or its accidental loss, destruction or damage; 
    • where we engage a third party to provide all or part of the Services, we shall be responsible for all acts and / or omissions, defaults of any such subcontractor, delegate or agent as fully as if they were acts, omissions, or defaults of our own.  We shall ensure that any subcontractor, delegate or agent is bound by and observes the provisions of this Agreement; and 
    • effective from 25th May 2018, we will ensure that any persons we have authorised to process the Personal Data: have committed themselves to confidentiality; take all measures required pursuant to Article 32 of the GDPR; taking into account the nature of the processing, assist you by appropriate technical and organisational measures insofar as this is possible for the fulfilment of your obligation to respond to requests for exercising the data subject’s rights laid down in GDPR Chapter3; assist you in ensuring compliance with the obligations pursuant to GDPR Articles 32 to 36 taking into account the nature of the processing and the information available to us; delete all Personal Data (including existing backups / copies) after the provision of the Services, unless law to which we or you are subject requires storage of the Personal Data; and make available to you all information necessary to demonstrate compliance with the obligations laid down in GDPR Article 28 and allow for and contribute to audits, including inspections, conducted by you or another auditor mandated by you. 
  8. Third party content

    You acknowledge that the Services may enable, or assist, you to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that you do so solely at your own risk. We make no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party websites, or any transactions completed, and any contract entered into by you, with any such third party.  Any contract entered into and any transaction completed via any third-party website is between you and the relevant third party, and not us.  We recommend that you refer to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party website.  We do not endorse or approve any third-party website nor the content of any of the third-party websites made available via the Services. 
  9. Our Obligations

    We undertake to perform the Services substantially in accordance with this Agreement and with reasonable skill and care.  This undertaking shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to our instructions, or modification or alteration of the Services by any party other than us or our duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, we will, at our expense, use all reasonable endeavours to correct any such non-conformance promptly, or provide you with an alternative means of accomplishing the desired performance.  Such correction or substitution constitutes your sole and exclusive remedy for any breach of the undertaking set out in this clause.

    Notwithstanding the foregoing:

    • we do not warrant that your use of the Services will be uninterrupted or error-free; or that the Services, supporting documentation and / or the information obtained by you through the Services will meet your requirements; and 
    • we are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities. 
    This Agreement shall not prevent us from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and / or services which are similar to those provided under this Agreement.  Subject to those licences, consents and permissions that you will obtain and maintain in accordance with Your Obligations, we warrant that we have and will maintain all other necessary licences, consents, and permissions necessary for the performance of our obligations under this Agreement. 
  10. Your Obligations

    During any Licensed User Subscription Term and any Trial Licensed User Subscription Term we shall provide the Services to you on and subject to the terms of this Agreement.  You shall provide us with all necessary co-operation in relation to this Agreement and all necessary access to such information as may be required by us in order to provide the Services, including Customer Data, security access information and configuration services.

    You must:

    • comply with all applicable laws and regulations with respect to your activities under this Agreement;
    • carry out all other responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in your provision of such assistance as agreed by the parties, we may adjust any agreed timetable or delivery schedule as reasonably necessary; 
    • ensure that all Authorised Users use the Services in accordance with the terms and conditions of this Agreement and you shall be responsible for any Authorised User’s breach of this Agreement; 
    • obtain and maintain all necessary licences, consents, and permissions necessary for us, our contractors and agents to perform our obligations under this Agreement, including the Services;
    • ensure that your network and systems comply with the relevant specifications provided by us from time to time; 
    • be solely responsible for procuring and maintaining your network connections and telecommunications links from your systems to our data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet; and
    • maintain compliance with our Supported Browser Policy which is available at http://www.rubiteksolutions.co.uk/browser-support-policy/ and which may be updated from time to time subject to us providing you with no less than 30 days’ written notice of such amendments. 
  11. Fees

    We shall be entitled to increase the Licensed User Subscription Fee providing we give you 90 days’ prior notice of such an increase.
  12. Billing and Payment

    You may be required to provide your credit card details to us or the payment service provider retained by us (the “PSP”).  You will be responsible for paying agreed Licensed User Subscription Fees for the Service.

    We shall be entitled to charge you for all Licensed User Subscriptions and these must be linked to a valid payment method.  You will not be charged for any Trial Licensed User Subscriptions.  Licensed User Subscription Fees will be billed pro-rata for any part period, or monthly / annually as agreed in advance, and such fees are non-refundable. There will be no refund or credit for partial months of service, upgrade / downgrade refunds, or refunds for months unused.

    We shall also be entitled to charge you for any other products and / or services delivered as part of this Agreement.

    All amounts and fees are exclusive of value added tax, which, if applicable, shall be added to the total amounts and fees at the appropriate rate.

    If we have not received undisputed payment by the payment due date, and without prejudice to any of our other rights and remedies we may without liability to you, disable your accounts and any access to all or part of the Services and we shall be under no obligation to provide any or all of the Services while the undisputed and overdue amounts remain unpaid.

    Whilst using the Services, you must abide by our Fair Use policy available online at

    http://www.rubiteksolutions.co.uk/fair-use-policy/ or such other website address as may be notified to the Customer from time to time and which may be updated from time to time subject to us providing you with no less than 30 days’ written notice of such amendments. 

    Services may be provided as follows:
    • Month-to-month service paid monthly begins as soon as your order is placed for Licensed User Subscriptions and first payment is processed.  Your payment will be charged on the same date each month and any additional Licensed User Subscriptions added to your account will be calculated on a pro-rata basis for the remainder of the first billing period and added to the monthly charge thereafter.  Each Licensed User Subscription will continue without renewal notice until you cancel.  On cancellation, payment is non-refundable and you will be able to access the Service associated with the cancelled Licensed User Subscription until the end of that month’s billing period.  Cancellations can be made any time by visiting your Manage Account* page or by contacting Customer Support. 
    • Annual contract service paid annually begins as soon as your order is placed for Licensed User Subscriptions and first payment is processed.  Your payment will be charged on the same date each year and any additional Licensed User Subscriptions added to your account will be calculated on a pro-rata basis for the remainder of the annual period and charged as soon as the additional Licensed User Subscription has been added.  Each Licensed User Subscription will continue without renewal notice until you cancel.  On cancellation, payment is non-refundable and you will be able to access the Service associated with the cancelled Licensed User Subscription until the end of the annual billing period.  Cancellations can be made any time by visiting your Manage Account* page or by contacting Customer Support. 
    Invoicing

    Where we agree to invoice you, you shall by no later than the Effective Date provide us with valid, up to date and complete approved purchase order information acceptable to us and any other relevant valid, up to date and complete contract and billing details and, if you provide your approved purchase order information to us, we shall be entitled to invoice you on or after the Effective Date for those Licensed User Subscription Fees that are payable and thereafter on a monthly or annual basis as agreed.  Such invoices may include any amounts calculated pro-rata for additional Licensed User Subscription Fees in line with this agreement. 

    You shall pay each invoice in line with detailed payment terms.  We shall exercise statutory rights to claim interest, at a rate of 8% plus the Bank of England base rate, and compensation for any debt recovery costs incurred under the Late Payment of Commercial Debts (Interest) Act 1998 and the Late Payment of Commercial Debts Regulations 2013 if any invoice is not paid in line with payment terms.
  13. Ownership of Equipment

    Any equipment and / or software purchased and / or provided by us in the performance of any Agreement for your use, shall remain our property until such time as we agree, in writing, to pass the ownership rights on to you.  Where such equipment and / or software is, for the purpose of any Agreement, located within your premises (regardless of whether such premises are owned, leased, subleased, or rented) you shall maintain an inventory of our equipment and / or software, showing the address details and the exact location within the premises, where the equipment and / or software is located.  You shall keep all such equipment and / or software in good working order and shall not make any repairs or undertake any maintenance without our prior agreement.  You shall fully compensate us for any or loss damage caused to any equipment and / or software supplied to you where such loss or damage has been caused through neglect, or any insurable peril including fire, theft, accidental damage or malicious damage. 

    Nothing in this Clause shall be taken to mean that we shall be obliged to, or shall guarantee to supply and / or provide you with equipment for use either in or outwith your premises.  In the event that we supply and / or provide any equipment and / or software, without prejudice to any other financial terms and conditions either contained within these Terms and Conditions or any other document to which the provisions of any such Agreement applies or refers to, we shall be entitled to charge you for the use of such equipment.
  14. Variation

    Any variation to any Agreement between us and you shall only be permitted where such variation is formally accepted / agreed to in writing by the parties.
  15. Price variation

    Prices are based on our published Pricing Information which, unless otherwise agreed, is subject to amendment on or at any time after acceptance to meet any rise or fall in costs.
  16. Preliminary and Change Control work

    All work carried out, whether experimentally or otherwise, at your request, shall incur a charge and such charges must be agreed in writing, in advance of any such work being carried out.
  17. Documentation

    All annexes, appendices, schedules, documentation, policies and procedures referred to in this Agreement or pertaining to any Agreement between us and you shall form part of the Agreement. 
  18. Other Communications

    Any and all written communications between us and you may form part of any Agreement, but only in the absence of any other definitive Agreement between the parties. 
  19. Confidentiality

    Each party to the Agreement may be given access to Confidential Information from the other party in order to perform its obligations under the terms of the Agreement.  Neither party to the Agreement shall reveal to any other party any information of any kind which is considered by either party to be confidential unless with the express written permission given by one to the other.  A party’s Confidential Information shall not be deemed to include information that:
    • is or becomes publicly known other than through any act or omission of the receiving party;
    • was in the other party’s lawful possession before the disclosure;
    • is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
    • is independently developed by the receiving party, which independent development can be shown by written evidence; or
    • is required to be disclosed by law, by any court of competent jurisdiction, or by any regulatory or administrative body.
    Each party shall hold the other’s Confidential Information in confidence and, unless required by law, will 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. 

    Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement. 

    You acknowledge that details of the Services, and the results of any performance tests of the Services, constitute our Confidential Information and we acknowledge that the Customer Data is your Confidential Information. 

    This Clause shall survive termination of this Agreement, however arising. 

    No party shall make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, any relevant securities exchange), any court or other authority of competent jurisdiction. Where a party is required to disclose information in accordance with this Clause, such party shall promptly notify the other party and use all reasonable endeavours to ensure that such disclosure is made subject to obligations of confidentiality which shall be no less onerous than the obligations specified in this Agreement. 

  20. Copyright & IPR

    You acknowledge and agree that we and / or our licensors own all copyright and intellectual property rights (including for the avoidance of doubt any improvements or changes to the Software made at your request) in the Software, Services and any supporting documentation including any element capable of subsisting or being owned by us (including patents, rights to inventions, copyright and related rights, trademarks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world).

    It will be a condition of the Agreement that you will not infringe any copyright and intellectual property rights in the Software, Services and the supporting documentation including any of those elements described in this Clause.
  21. Disclaimer

    Whilst every effort is made to ensure the accuracy of our services, we accept no responsibility for any use made of the information provided and we shall not be liable for any loss suffered thereby.
  22. Insurance and Liability

    Each party to the Agreement shall put in place, at no cost to the other, the required insurance cover in order to comply with all prevailing legal requirements insofar as such requirements relate to the provisions of the Agreement between the parties.

    We shall not in the performance of any Agreement between you and us, be liable for any loss or damage, regardless of nature, or howsoever caused or suffered by you including any individual or third party unless such loss or damage has been caused by or through our negligence. 

    You shall not in the performance of any Agreement between us and you, be liable for any loss or damage, regardless of nature, or howsoever caused or suffered by us including any individual or third party unless such loss or damage has been caused by or through your negligence.

    Limit of Professional Indemnity - £1,000,000. 
  23. Health and Safety

    You or any of your employees or representatives shall, while attending or visiting any of our premises, comply with our health and safety policies and procedures including the evacuation procedures. 
  24. Material

    We take great care in the preparation and production of all materials and shall not therefore be liable for any errors or omissions contained therein, unless such errors or omissions are the result of wilful neglect. 
  25. Publicity

    You shall in promoting any aspect of this Agreement through the press or any other medium of communication acknowledge the contribution made by us.
  26. Compensation

    You shall compensate us for any expenses we reasonably incur in pursuance of the Agreement in the event that you decide to withdraw from the Agreement, prior to the date upon which the Agreement is scheduled to commence, or where the Agreement is terminated by you in accordance with the provisions of the Agreement.  Cancellation fees may apply. 
  27. Termination/

    This Agreement shall continue for the Licensed User Subscription Term unless:
    • you give us 1 calendar month’s written notice to terminate;
    • we agree with you on receipt of 7 days written notice to terminate that the Agreement is no longer viable;
    • we give you 3 calendar month’s clear notice in writing to terminate;
    • you are in serious material breach of contract, or circumstances which are out with your control prevent you from performing your obligations under the Agreement;
    • we are in serious material breach of contract or circumstances which are out with our control prevent us from performing our obligations under the Agreement.
  28. Force majeure

    In any event that we are unable to carry out any provision of the Agreement for any reason beyond our control, including (without limiting the foregoing) any Act of God, legislation, war, fire, flood, drought, failure of power supply, lock-out, strike or other action taken by employees in contemplation or furtherance of a dispute or owing to any inability to procure materials required for the performance of the contract, we shall not be held liable.  During the continuance of such a contingency, you may, by way of writing notice to us, elect to pay for work done and materials used before terminating the Agreement.  Otherwise you shall accept delivery of any such provision as soon as it can be made available. 
  29. Law

    These Terms and Conditions and all other express terms of any Agreement and Contract between us and you shall be governed by, and construed in accordance with, English law.  The English Courts will have exclusive jurisdiction to deal with any dispute which has arisen or may arise out of, or in connection with, this Agreement.
  30. Disputes

    You shall immediately notify us in writing of any dispute.  Together we shall negotiate in good faith to attempt to resolve any dispute promptly and provide all such evidence as may be reasonably necessary to verify the dispute.  Representatives of both parties shall use all reasonable endeavours to meet, discuss and resolve the dispute.  If together we have not resolved the dispute within 30 days of you giving notice to us, then either party may refer the dispute to an Expert, whose decision shall be final and binding on the parties.  We shall bear our own costs and you shall bear your own costs in relation to any reference made to the Expert and the fees and all other costs of the Expert shall be borne jointly in equal proportions by both parties, unless otherwise directed by the Expert.

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