Terms of Service

PLEASE READ THESE TERMS CAREFULLY BEFORE CLICKING ACCEPT

These Terms form a legal agreement between your company and DNA SAAS LABS, LLC (t/a Rate My Service), a private company whose registered address is at 651 North Broad Street, 201 Middletown, DE 19709, United States for the service selected as part of the Registration.

For the purposes of these Terms you, as the individual completing Registration, are the ‘Super Admin User’ and the company you represent is the ‘Client’. Reference to the “parties” is a reference to Rate My Service and the Client.

BY ACCEPTING THESE TERMS, COMPLETING THE REGISTRATION PROCESS AND USING THE SERVICE, YOU AGREE ON BEHALF OF YOURSELF AND YOUR COMPANY TO THE TERMS BELOW. IF YOU DO NOT AGREE WITH THESE TERMS, OR DO NOT HAVE THE AUTHORITY TO BIND YOUR COMPANY, PLEASE CONTACT OUR TEAM ON support@ratemyservice.io].

IN AGREEING TO THESE TERMS YOU ARE BINDING THE CLIENT TO THE CONTRACT AND YOU WARRANT AND REPRESENT THAT YOU ARE AN AUTHORISED REPRESENTATIVE OF THE COMPANY STATED IN THE REGISTRATION AND THAT YOU HAVE POWER AND AUTHORITY TO BIND THEM TO THESE TERMS. YOU FURTHER WARRANT AND REPRESENT THAT ALL INFORMATION PROVIDED AS PART OF THE REGISTRATION IS TRUE AND ACCURATE TO THE BEST OF YOUR KNOWLEDGE.

We license use of the Rate My Service Software to your company on the basis of these Terms and the information provided during Registration. We do not sell the Software or to you or your company. We remain the owners of the Software, the Service and the Dashboard and all Intellectual Property Rights therein at all times.

BY CLICKING ON THE "ACCEPT" BUTTON BELOW YOU AGREE TO THE CONTRACT WHICH WILL BIND YOUR COMPANY ACCORDINGLY. THESE TERMS INCLUDE, IN PARTICULAR, LIMITATIONS ON LIABILITY IN CLAUSE 11.
IF YOU DO NOT AGREE TO THE TERMS, YOU MUST NOT CLICK THE "ACCEPT" BUTTON BELOW AND YOU MAY NOT USE OR ACCESS RATE MY SERVICE’S SERVICES.

You should print a copy of these Terms for future reference.

RATE MY SERVICE
TERMS AND CONDITIONS OF USE

Interpretation
1. The definitions and rules of interpretation in this clause apply in these Terms.
  1. “Admin User” means the users, including the Super Admin User, permitted under the pricing option selected at Registration who are authorised by the Client to access and use the Services and who have been allocated a username and password on and/or following Registration;
  2. “Business Hours” means from 08:00 to 18:00 (United Kingdom time) Monday to Friday (excluding public holidays). Other references in the Contract to times of day and to public/bank holidays relate to the United Kingdom;
  3. “Client” means the company or organisation stated in the Registration;
  4. “Confidential Information” means all information (however recorded or preserved) disclosed by a party or its Representatives whether before or after the Start Date including any information which is marked as confidential or has otherwise been indicated as being confidential, or (i) information relating to the business, affairs, customers, clients, licensors, suppliers, new products, plans, research, intentions, or market opportunities of the disclosing party (or of any member of the group of companies to which the disclosing party belongs); (ii) the existence and terms of this Contract; (iii) information relating to the operations, processes, product information, ideas, formulas, source code, data, Intellectual Property Rights or software of the disclosing party (or of any member of the group of companies to which the disclosing party belongs or in relation to Rate My Service, any of its third party licensors); or (iv) any and all Third Party Data viewed, disclosed or otherwise received through the Platform or otherwise via the Services;
  5. “Contract” means the agreement between Rate My Service and the Client comprising these Terms, Rate My Service’s Privacy Policy and the information provided during Registration, together with all documents which are incorporated into the agreement between the parties by express reference;
  6. “Dashboard” means the dashboard by means of which an Admin User can manage the Services.
  7. “Fees” means the fees payable by the Client to Rate My Service for the Services in accordance with clause 7;
  8. “Insolvency Event” means a circumstance where a party ceases or threatens to cease to carry on business, is found unable to pay its debts within the meaning of the Insolvency Act 1986 section 123, has an administrator, receiver, administrative receiver or manager appointed over the whole or any part of its assets, enters into any composition with creditors generally, or has an order made or resolution passed for it to be wound up (otherwise than in furtherance of any scheme for solvent amalgamation or solvent reconstruction) or undergoes any similar or equivalent process in any jurisdiction;
  9. “Intellectual Property Rights” means any patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, 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;
  10. “Maintenance Release” means a release of the Software that corrects faults, adds functionality or otherwise amends or upgrades the Software, but which does not constitute a New Version;
  11. “New Version” means any new version of the Software which from time to time is publicly marketed and offered for purchase by Rate My Service in the course of its normal business, being a version which contains such significant differences from the previous versions as to be generally accepted in the marketplace as constituting a new product;
  12. “Payment Period” means the monthly period selected during Registration;
  13. “Rate My Service” means DNA SAAS LABS, LLC (t/a Rate My Service), a private company whose registered address is at 651 North Broad Street, 201 Middletown, DE 19709, United States;
  14. “Rate My Service’s Privacy Policy” means Rate My Service’s privacy policy accessible at https://www.ratemyservice.io/privacy as updated by Rate My Service from time to time in accordance with relevant data protection legislation;
  15. “Registration” means the successful registration of an account by a Super Admin User with Rate My Service for the provision of the Services following email verification and Client identification by Rate My Service, and “Registered” will have a corresponding meaning;
  16. “Representatives” means a party’s directors, officers, employees, agents, contractors or professional advisors;
  17. “Reviewed Users” means employees, consultants or any third party individuals whose services/service levels a customer of the Client can review by means of the Services.
  18. “Services” mean the online rating services described at https://www.ratemyservice.io/ (or any updated URL from time to time) to be supplied by Rate My Service to the Client hereunder as selected by the Admin User on Registration which may include the supply of the Software and Dashboard and the provision of support and onboarding services;
  19. “Software” means the software as a service provided by Rate My Service through which the Services are accessed;
  20. “Start Date” means the date on which an account is Registered;
  21. “Super Admin User” means the individual completing the Registration and who has been allocated a username and password on and/or following Registration;
  22. “Terms” means these terms and conditions;
  23. “Third Party Additional Terms” means the additional terms and conditions set out in ANNEX A;
  24. “Third Party Data” means any data which is provided by a third party as part of the Services (including under any Third Party Additional Terms); and
  25. “User Data” means any data, information, content, or any other material owned by the Client, an Admin User or a Reviewed User which is uploaded to or input into the Services via any means;
2. Headings shall not affect the interpretation of these Terms.
3. Unless the context otherwise requires:
  1. words in the singular shall include the plural and in the plural shall include the singular;
  2. a reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time; and
  3. any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
4. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's personal representatives, successors and permitted assigns.
5. Any reference to ‘in writing’ in this Contract shall expressly include email.
6. The Annex forms part of these Terms and shall have effect as if set out in full in the body of these Terms. Any reference to these Terms includes the Annex.
Term
1. This Contract shall commence on the Start Date.
2. Following the Start Date the Client may be granted a period of time within which the Client can trial the Services and the Software (“Trial Period”). Either party may terminate this Contract on written notice or by termination by means of the Dashboard at any time during the Trial Period with such termination taking effect at the end of the Trial Period. The length of the Trial Period shall be set out at Registration and may be extended by Rate My Service on written notice at any time (which shall include by email).
3. Following the expiry of the Trial Period, and unless terminated earlier in accordance with its terms, this Contract shall continue until terminated by either party. Either party may terminate this Contract on written notice or by termination by means of the Dashboard at any time during following the Trial Period with such termination taking effect at the end of the relevant Payment Period.
Licence
1. From the Start Date, in consideration of the Fees paid by the Client to Rate My Service, Rate My Service grants to the Client a limited, non-exclusive, non-transferable, non-sub-licensable and revocable licence (on a subscription basis) for the Admin Users to use the Services for the Client’s own business purposes and subject to any restrictions and limitations set out herein. The license granted will be limited to use of the Services for up to the maximum number of Admin Users and Reviewed Users selected during Registration. These numbers may be increased by upgrading a Client account by means of the Dashboard.
2. At its sole discretion Rate My Service may, for technical, legal or operational reasons (i) change the content, software, data, format, medium, or form of delivery of any part of the Services and/or (ii) suspend (permanently or temporarily) access to any part of the Services. Rate My Service will not suspend the Services for maintenance purposes during Business Hours, save in the event of an emergency. Before materially changing, or suspending any part of the Services, Rate My Service will give the Client as much notice as is reasonably possible in the circumstances. Rate My Service shall not be liable to the Client for any such change or suspension of the Service.
3. Rate My Service may collect and use information and data about how the Client and the Admin Users access and/or use any part of the Services (i) to provide, maintain, support, operate, improve, update, customise and/or administer the Services; (ii) for troubleshooting, product development analysis and improvement, data analysis, testing or statistical purposes; (iii) to provide information which Rate My Service is required to provide under any Third Party Additional Terms to third parties; (iv) to keep Rate My Service, the Services, the Client and the Admin Users safe and secure; (v) where stated in Rate My Service’s Privacy Policy; and (vi) to develop analytics and insights, new services and content.
4. Rate My Service may (i) use software tools to collect information and data (including personal data) relating but not limited to the way the Client and the Admin Users use the Software; and (ii) retain and process information and data (including personal data) for the purposes of detecting and preventing breaches of Rate My Service's network security, applicable laws, this Contract, Rate My Service’s Privacy Policy and/or any other agreements which Rate My Service has with third parties which are required for the provision of the Services.
5. Client will not, and will not permit any third party to: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services or any software, documentation or data (provided that reverse engineering is prohibited only to the extent such prohibition is not contrary to applicable law); (ii) modify, translate, or create derivative works based on the Services or Software; (iii) use the Services or Software for timesharing or service bureau purposes or for any purpose other than its own internal business purposes; (iv) permit any third party to access the Services except as permitted herein; (v) or use the Services or Software other than in accordance with the Contract and in compliance with all applicable laws and regulations (including but not limited to any European privacy laws), intellectual property, consumer and child protection, obscenity or defamation).
6. The extraction or scraping of data from the Services using any method (whether manually or via use of automated systems or software) for any purposes (whether or not commercial), is expressly prohibited unless the Client has concluded a written licence agreement with Rate My Service permitting such extraction. Further, the use of automated systems or software to insert data onto the Services without the prior written consent of Rate My Service for any purposes is not permitted and shall be deemed a material breach of the Contract.
7. Client shall not copy, frame or mirror any content forming part of the Services, other than on Client's own intranets or otherwise for its own internal business purposes and Client shall not access the Services in order to (i) build a competitive product or service, or (ii) copy any ideas, features, functions or graphics of the Services or any underlying Intellectual Property Rights. Client shall not remove, obscure or alter any title, trademark, copyright and/or restricted rights notices or labels from the Services.
8. The Client shall not:
  1. sub-license, assign or novate the benefit or burden of this licence in whole or in part;
  2. allow any part of the Services to become the subject of any charge, lien or encumbrance; or
  3. deal in any other manner with any or all of its rights and obligations under this Contract,
  without the prior written consent of Rate My Service, such consent not to be unreasonably withheld or delayed.
9. Rate My Service may at any time sub-license, assign, novate, charge or deal in any other manner with any or all of its rights and obligations under this licence, provided it gives written notice to the Client.
10. The Client shall:
  1. ensure that it has a suitable internet service and that it has the hardware, telecommunications services and software necessary to access the Software over the internet as recommended by Rate My Service from time to time. Rate My Service accepts no liability or responsibility for the performance of any such hardware, telecommunications services, software or internet service, or for the performance or availability of the internet itself;
  2. ensure that the Admin Users are the sole individuals using the Services;
  3. notify Rate My Service as soon as it becomes aware of any suspected or actual unauthorized use of the Services by any person; and
  4. pay for broadening the scope of the licences granted under this licence to cover any unauthorized use, an amount equal to the fees which Rate My Service would have levied (in accordance with its normal commercial terms then current) had it licensed any such unauthorized use on the date when such use commenced.
11. This Contract and the relationship established hereunder is non-exclusive. Rate My Service is free to offer services that are the same or substantially similar to the Services to other organizations (including, without limitation, competitors of the Client). The Services have not been developed to meet the Client’s individual requirements.
12. Rate My Service reserves the right in its sole discretion to re-organise, remove and/or change the name of any Software feature. Furthermore, the descriptions of the Services provided as part of Registration are current descriptions and may change from time to time to reflect upgrades, changes, improvements or other customary, commercial, regulatory or other changes in the Services.
Admin User
1. The Client shall not permit any person other than the Admin Users to use the Service.
2. The Client shall ensure that the Admin Users only access and use the Service in accordance with this Contract (including any restrictions and limitations set out as part of Registration) and do not share usernames or passwords and do not make any part of the Service available to any third party. Without prejudice to any other rights or remedies that Rate My Service may have, Rate My Service reserves the right to charge (and the Client shall pay any) additional Fees for unauthorised usage of any part of the Service in line with Rate My Service’s standard list prices from time to time in force.
3. The Client is responsible for maintaining the confidentiality of the usernames and passwords allocated to the Admin Users, and is fully responsible and liable for all activity that occurs under them.
4. The Client shall ensure and procure that the Admin Users comply with the terms and conditions in this Contract. Any breach by an Admin User shall be deemed to be a breach by the Client. The Client shall be liable for the acts and omissions of the Admin Users.
5. The Client warrants that the Admin Users are acting on the authority of the Client and Rate My Service is entitled to rely on the User Data which they provide. Rate My Service expressly excludes any liability for decisions made by the Admin Users via the Services (such as the termination of any Reviewed Users employment/contract with the Client).
6. The Client shall procure that User Data does not (i) contain any content that is libellous, defamatory, obscene, pornographic or sexually explicit, abusive or otherwise violates any laws, statutes, regulations or codes from time to time in force; (ii) infringe the Intellectual Property Rights of any third party; or (ii) contain viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful, or any other codes, files or programs designed to damage, interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment.
7. The Client shall promptly notify Rate My Service in the event of any known or suspected (i) unauthorised access or use of any part of the Services or any usernames or passwords including loss, theft, or unauthorised disclosure thereof or (ii) breach of security.
8. The Client shall ensure that the Admin Users is fully informed of how Rate My Service will process personal data as set out herein, and will obtain all necessary consents from the Admin Users in respect thereof. Such processing is necessary for the performance of this Contract and for the purposes of Rate My Service and its licensors legitimate interests.
9. The Client acknowledges that the Admin Users, prior to being given access to the Services, must agree to Rate My Service’s Admin User terms of use and global privacy policy from time to time (“Admin User Terms”), as such Admin User Terms will be provided to the Admin Users. Rate My Service may only change the Admin Users Terms to ensure the Services’ compliance with applicable law (in Rate My Service’s reasonable determination) and, in the event of any conflict between the Admin Users Terms and any of these Terms, these Terms shall prevail (provided these Terms are not themselves contrary to applicable law).
10. Where an Admin User or Reviewed User leaves the Client, the Client must immediately notify Rate My Service in writing. Rate My Service shall promptly disable the relevant account but the Contract shall continue. Where requested by the Client, Rate My Service shall promptly re-allocate the additional licence to a different individual end user. No Fees will be chargeable for any transition. Rate My Service retains the right to retain a copy of the departing users User Data for record retention and regulatory purposes.
Relationship Management
1. The Super Admin User will serve as the Client’s business point of contact between the parties throughout the term of the Contract.
2. Rate My Service shall be entitled to rely upon any instruction provided or account upgrade requested by the Super Admin User as being binding on the Client.
Support and Maintenance
1. From the Start Date, Rate My Service shall provide the Client and the Admin Users with first level assistance, by means of email communication and general communication by means of the Dashboard, on technical questions and queries relating to the Service. This level of support is included in the Fees. Support shall be provided on a commercially reasonable endeavours basis by Rate My Service and shall only be available during Business Hours.
2. Rate My Service will provide the Client with all Maintenance Releases generally made available to its customers. Rate My Service may remove existing functionality from the Services from time to time that is either redundant or has been superseded in Rate My Service’s reasonable determination. Notwithstanding the foregoing, Rate My Service warrants that no Maintenance Release will adversely affect the then existing facilities or functions of the Software. Maintenance Releases are deployed by Rate My Service automatically and the Client shall not, via any act or omission, prevent Rate My Service from issuing a Maintenance Release.
3. Rate My Service may provide the Client with a single session of training in relation to the Software on written request. Such initial training shall be delivered remotely (for example, via Zoom).
Fees
1. In consideration for the delivery of the Services, the Client shall pay Rate My Service the Fees by means of direct debit, in advance of each Payment Period. The Client, by means of an Admin User, may at any point upgrade it’s account with Rate My Service by means of the Dashboard. On upgrading, additional Fees shall become applicable for the remainder of the Payment Period.
2. All Fees are exclusive of VAT or any relevant local sales taxes, for which the Client shall be responsible in accordance with applicable law.
3. The Fees shall be payable and shall become due and payable immediately on commencement of each Payment Period, without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). Rate My Service may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Client against any amount payable by Rate My Service to the Client.
4. If the Client fails to make any payment due to Rate My Service under any Contract by the due date for payment, then, without limiting Rate My Service's remedies under clause 15, the Rate My Service may immediately pause and/or cease providing the Services to the Client.
5. Rate My Service may increase the Fees annually in line with local price indices.
6. Notwithstanding clause 7.5, Rate My Service may, by giving thirty (30) days' prior notice, vary the Fees and the basis on which they are calculated. The Fees may not be varied more than once in any 12 month period, save where such variation is agreed by the parties or is due to (i) changes in the Service requested or required by the Client (ii) changes imposed on Rate My Service under any Third Party Additional Terms and/or (iii) the inaccuracy of any information provided by or on behalf of the Client or any other cause attributable to the Client or the Admin Users.
Confidentiality and Publicity
1. Each party shall keep the other party's Confidential Information confidential and shall not use, disclose or exploit any Confidential Information except where required in order to perform its obligations under this Contract. Each party agrees that they shall not directly or indirectly disclose or make available any Confidential Information in whole or in part to any third party, except as expressly permitted by this clause.
2. A party may disclose the other party's Confidential Information to those of its authorised representatives who need to know that Confidential Information to perform their obligations under this Contract, provided that: (i) it informs those representatives of the confidential nature of the Confidential Information before disclosure; (ii) it ensures that those representatives comply with this clause 8 as if they were the receiving party; and (iii) at all times, it is liable and responsible for each representative’s compliance with this clause 8, and for any acts or omissions of the representatives in relation to the Confidential Information as if they were the acts or omissions of the receiving party.
3. Information is not Confidential Information if: (i) it is, or becomes, generally available to the public other than as a direct or indirect result of its disclosure by the receiving party or its Representatives in breach of this Contract; (ii) it was available to the receiving party on a non-confidential basis before disclosure by the disclosing party; (iii) it was, is, or becomes, available to the receiving party on a non-confidential basis from a person who, to the receiving party's knowledge, is not under any confidentiality obligation in respect of that information; (iv) it was lawfully in the possession of the receiving party before the information was disclosed to it by the disclosing party; or (v) it is developed by or for the receiving party independently of the information disclosed by the disclosing party.
4. Where Rate My Service is under a contractual obligation to a third party to disclose the terms of this Contract for the purposes of verifying their compliance with such terms, the Client hereby consents to such disclosure subject to reasonable confidentiality undertakings being given.
5. A party may disclose Confidential Information to the extent required by law, by any governmental or other regulatory authority, or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of the disclosure as possible.
6. Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party's Confidential Information, other than those expressly stated in this Contract, are granted to the other party, or are to be implied from this Contract.
7. The Client permits Rate My Service to name the Client (by legal entity name only) as a client of Rate My Service in its general customer list.
Rate My Service’s Warranties
1. Rate My Service warrants that it has the right to license the use of Software as set out in this Contract.
2. Rate My Service shall implement industry standard technical measures within the Software to protect against unauthorised access by any third party and against accidental loss or destruction of, or damage to, data within the Software.
3. Rate My Service shall back up data on the Services in accordance with its industry standard backup procedures. In the event of any loss of or damage to any data, the Client's sole and exclusive remedy shall be for Rate My Service to use reasonable commercial endeavours to restore the lost or damaged data from the latest back-up maintained by Rate My Service.
4. Rate My Service undertakes that it will provide or perform the Services (as the context requires) substantially in accordance with good industry practice and with reasonable skill and care in accordance these Terms.
5. The Client accepts responsibility for the selection of the Services to achieve its intended results and acknowledges that the Services have not been developed to meet the individual requirements of the Client or the Admin Users.
6. Neither Rate My Service nor any third party give any warranty, express or implied that (i) the Services or any output from the Services will be correct, accurate, complete or fit for any purpose; (ii) the availability of any part of the Services will be uninterrupted, timely, secure or error-free; (iii) defects or any errors in any part of the Services will be corrected; (iv) any part of the Services will meet any particular criteria of performance or quality; or (v) the results obtained from use of any part of the Service will be accurate or reliable or that the quality of any part of the Service will meet the Client’s expectations.
7. Except as set out herein, all conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into this Contract, whether by statute, common law or otherwise, are hereby excluded, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.
Audit

Where Rate My Service has a reasonable suspicion that the Client is in breach of the Contract, the Client shall permit Rate My Service and its nominated advisers to inspect and have access to any premises and hardware at or on which the Service is being accessed or used, and have access to any records kept in connection with this Contract, for the purposes of ensuring that the Client is in compliance with the terms of this Contract. Rate My Service (or its nominated advisers) shall provide prior notice to the extent reasonably possible and shall conduct any audit during Business Hours. The Client warrants that it shall provide all reasonable co-operation, access and assistance in relation to each audit. If an audit identifies that the Client has underpaid any Fees, the Client shall pay Rate My Service the amount of the under-payment together with its reasonable audit costs within fourteen (14) days from the date of an invoice for the same. Rate My Service shall use its reasonable efforts to provide reasonable notice to the Client of any audit.
Limits of Liability
1. Except as expressly stated in clause 11.2:
  1. Rate My Service shall not in any circumstances have any liability for any losses or damages which may be suffered by the Client or the Admin Users (or any person claiming under or through the Client), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories (but not limited to):
    1. special damage even if Rate My Service was aware of the circumstances in which such special damage could arise;
    2. loss of profits;
    3. loss of anticipated savings;
    4. loss of business opportunity;
    5. loss of goodwill;
    6. loss or corruption of data;
    provided that this clause 11.1(a) shall not prevent claims for loss of or damage to the Client's tangible property that fall within the terms of clause 11.1(b) or any other claims for direct financial loss that are not excluded by any of categories (i) to (vi) inclusive of this clause 11.1(a); and
  2. the total liability of Rate My Service, whether in contract, tort (including negligence) or otherwise and whether in connection with this licence or any collateral contract, shall in no circumstances exceed a sum equal to the Fees by the Client to Rate My Service paid during the six (6) month period immediately before the date on which the cause of action first arose.
2. The exclusions in clause 9.8 and clause 11.1 shall apply to the fullest extent permissible at law, but Rate My Service does not exclude liability for:
  1. death or personal injury caused by the negligence of Rate My Service, its officers, employees, contractors or agents;
  2. fraud or fraudulent misrepresentation; or
  3. any other liability which may not be excluded by law.
3. All dates supplied by Rate My Service for the delivery of the Services shall be treated as approximate only. Rate My Service shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate dates.
4. All references to "Rate My Service" in this clause 11 shall, for the purposes of this clause and clause 22 only, be treated as including all employees, subcontractors and suppliers of Rate My Service, all of whom shall have the benefit of the exclusions and limitations of liability set out in this clause, in accordance with clause 22.
Branding

During the Term, the Client hereby grants to Rate My Service a non-exclusive and royalty-free licence to use and display its trademarks on its public facing website and in its marketing material. Any goodwill derived from the use by Rate My Service of the Client’s trademarks shall accrue to the Client. No other rights or licences are conferred on Rate My Service pursuant to this Contract except those expressly set out herein.
Intellectual Property Rights
1. The Client acknowledges that all Intellectual Property Rights in the Services (including the Software, any Maintenance Releases and any rights connected to the integration of the same with Client’s systems and any modifications, developments or new products made to, or associated with, the Services) shall belong to Rate My Service (or its third party licensors), and the Client shall have no rights in or to the Services other than the right to use it in accordance with the terms of the Contract.
2. The Client acknowledges that the Services have been developed, compiled, prepared, revised, selected and arranged by Rate My Service and its licensors through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort and money and constitute valuable intellectual property of Rate My Service and its licensors. The Client agrees, upon reasonable request by Rate My Service, and at Rate My Service’s expense, to assist (as applicable) Rate My Service and/or its licensors as necessary to protect their proprietary rights in the Services.
3. Rate My Service undertakes at its own expense to defend the Client or, at its option, settle any claim or action brought against the Client alleging that the possession or use of the Software (or any part thereof) in accordance with the terms of the Contract infringes the Intellectual Property Rights of a third party (“Claim”) and shall be responsible for any reasonable losses, damages, costs (including legal fees) and expenses incurred by or awarded against the Client as a result of or in connection with any such Claim. For the avoidance of doubt, clause 13.3 shall not apply where the Claim in question (i) is attributable to possession or use of the Software (or any part thereof) by the Client other than in accordance with the terms of the Contract; (ii) use of the Software in combination with any hardware or software not supplied or specified by Rate My Service if the infringement would have been avoided by the use of the Software not so combined; (iii) use of the Software after noticed of alleged or actual infringement by Rate My Service or a relevant authority; or (iv) use of a non-current release of the Software.
4. If any third party makes a Claim, or notifies an intention to make a Claim against the Client, Rate My Service's obligations under clause 13.3 are conditional on the Client:
  1. as soon as reasonably practicable, giving written notice of the Claim to Rate My Service, specifying the nature of the Claim in reasonable detail;
  2. not making any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of Rate My Service (such consent not to be unreasonably conditioned, withheld or delayed);
  3. giving Rate My Service and its professional advisers access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of the Client, so as to enable Rate My Service and its professional advisers to examine them and to take copies (at Rate My Service's expense) for the purpose of assessing the Claim; and
  4. subject to Rate My Service providing security to the Client to the Client's reasonable satisfaction against any claim, liability, costs, expenses, damages or losses which may be incurred, taking such action as Rate My Service may reasonably request to avoid, dispute, compromise or defend the Claim.
5. If any Claim is made, or in Rate My Service's reasonable opinion is likely to be made, against the Client, Rate My Service may at its sole option and expense:
  1. procure for the Client the right to continue to use the Software (or any part thereof) in accordance with the terms of this licence;
  2. modify the Software so that it ceases to be infringing;
  3. replace the Software with non-infringing software; or
  4. terminate the Contract immediately by notice in writing to the Client and refund any of the Fees paid by the Client as at the date of termination (less a reasonable sum in respect of the Client's use of the Software to the date of termination) on return of the Software and all copies thereof,
  provided that if Rate My Service modifies or replaces the Software, the modified or replacement Software must comply with the warranties contained in these Terms.
6. Notwithstanding any other provision in these Terms, clause 13.3 shall not apply to the extent that any claim or action referred to in that clause arises directly or indirectly through the breach of any Third Party Additional Terms by the Client.
7. This clause 13 constitutes the Client's exclusive remedy and Rate My Service's only liability in respect of Claims and, for the avoidance of doubt, is subject to clause 11.1.
Data
1. All Intellectual Property Rights in User Data as provided to Rate My Service shall remain the Client’s, an Admin User’s or its third party licensors’ property. Rate My Service or its third party licensors retain the ownership of any Third Party Data displayed or otherwise made available through the Services. The Client expressly disclaims any right to the same other than the licence granted herein.
2. The Client hereby grants to Rate My Service a non-exclusive, royalty-free, perpetual, worldwide licence to host, use, copy, store, collect, process, transmit, retain, publish and display User Data: (i) to the extent permitted in this Contract or as otherwise necessary for the purposes of the provision of any part of the Service to the Client and the Admin Users; or (ii) to enable Rate My Service to perform its obligations hereunder, or under any Third Party Licence.
3. The Client hereby grants to Rate My Service a non-exclusive, royalty-free, perpetual, worldwide licence to use the User Data on an anonymous basis such that Rate My Service may aggregate such anonymised User Data with the anonymised data of its other customers and any third parties. Ownership of such anonymised and aggregated data and all Intellectual Property Rights thereto, will belong to Rate My Service or shall immediately vest in Rate My Service upon its creation (as the case may be).
4. The Client is responsible for the legality, reliability, integrity, accuracy, completeness and quality of User Data. Rate My Service does not purport to monitor, and accepts no responsibility for monitoring, User Data.
Termination
1. Without affecting any other right or remedy available to it, either party may terminate a Contract with immediate effect by written notice to the other party or by means of the Dashboard if:
  1. the other party fails to pay any amount due under the Contract on the due date for payment and remains in default not less than fourteen (14) days after being notified in writing to make such payment;
  2. the other party commits a material breach of any other term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of fourteen (14) days after being notified in writing to do so; or
  3. the other party undergoes an Insolvency Event.
2. Termination or expiry of a Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
3. On termination for any reason:
  1. all rights granted to the Client under the Contract shall cease;
  2. the Client shall cease all activities authorised by the Contract;
  3. the Client shall immediately pay to Rate My Service any Fees due to Rate My Service under the Contract; and
  4. the Client shall immediately destroy or return to Rate My Service (at Rate My Service's option) all copies of any Confidential Information held by the Client, and all copies of the Software or output from the Services then in its possession, custody or control and, in the case of destruction, certify to Rate My Service that it has done so.
4. On termination for any reason Rate My Service shall, at the Client’s written request and provided made within thirty (30) days of termination of the Contract, make available to the Client one backup copy of the User Data. The Client shall pay Rate My Service, in advance, its reasonable fees and costs related to providing such backups and agrees that Rate My Service has no ongoing obligation to retain the User Data, and may delete any User Data in its sole discretion at any time sixty (60) days after termination
5. Any provision of these Terms which expressly or by implication is intended to come into or continue in force on or after termination including clause 1, clause 8, clause 9, clause 11 and clause 15 shall remain in full force and effect.
Waiver

No failure or delay by a party to exercise any right or remedy provided under a Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
Remedies

Except as expressly provided in the Contract, the rights and remedies provided under the Contract are in addition to, and not exclusive of, any rights or remedies provided by law.
Entire Agreement
1. The Contract contains the whole agreement between the parties relating to the subject matter hereof and supersede all prior agreements, arrangements and understandings between the parties relating to that subject matter.
2. Each party acknowledges that, in entering into the Contract, it does not rely on any statement, representation, assurance or warranty (whether it was made negligently or innocently) of any person (whether a party to this licence or not) (“Representation”) other than as expressly set out in the Contract.
3. Each party agrees that the only rights and remedies available to it arising out of or in connection with a Representation shall be for breach of contract. Nothing in this clause shall limit or exclude any liability for fraud.
Variation

Only Rate My Service shall be entitled to vary, amend and update these Terms and may do so by providing no less than 30 days written notice (or notice by means of the Dashboard) to the Client and/or Super Admin User.
Severance
1. If any provision or part-provision of this Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Contract.
2. If any provision or part-provision of this Contract is deemed deleted under clause 20.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
Counterparts

This Contract may be executed in any number of counterparts, each of which when executed and delivered (including electronically) shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
Third Party Rights
1. A person who is not a party to this Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Contract, but this does not affect any right or remedy of a third party which exists, or is available, apart from that Act.
2. The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this Contract are not subject to the consent of any person that is not a party to this Contract.
No Partnership or Agency
1. Nothing in this Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
2. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
Force Majeure

Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations.
Notices
1. Any notice given under this Contract shall be in writing and/or delivered by means of the Dashboard. If given in writing it shall be signed by or on behalf of the party giving it, and shall be delivered personally, or by prepaid registered or certified mail (return receipt requested), or overnight delivery service to the relevant party at the address set out in the Schedule or such other address as shall have been designated to each other in writing in accordance with this clause 25. Notices shall be deemed served on delivery if delivered personally, five (5) days after posting if sent by prepaid registered or certified mail and two days after dispatch if sent by overnight delivery service. No legal service of summons or other communications related to any legal process shall be deemed served if delivered by means of the Dashboard.
Governing Law and Jurisdiction
1. This Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of South Africa.
2. The parties irrevocably agree that the courts of South Africa shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).

Third Party Additional Terms

For the term of the Contract, the Client agrees to comply, and shall procure that the Admin Users complies with the Third Party Additional Terms (which shall be expressly deemed to include any terms incorporated by reference) as notified to the Client from time to time, as the same may be amended and updated from time to time:

Rate My Service may treat the Client's breach of any Third Party Additional Terms as a breach of this licence and the Client shall indemnify and hold Rate My Service harmless against any loss or damage which it may suffer or incur as a result of the Client's breach of any Third Party Additional Terms howsoever arising.

The Client acknowledges that Rate My Service is subject to the Third Party Additional Terms (as amended and updated from time to time) and that any changes to such Third Party Additional Terms are beyond Rate My Service’s reasonable control. The Client therefore acknowledges and agrees that any changes to the Third Party Additional Terms by the relevant third party may result in corresponding amendments to this Contract which Rate My Service will use its reasonable attempts to mitigate.

Neither Rate My Service nor its third party data suppliers shall have any responsibility in respect of, or liability for, Third Party Data and the Client acknowledges that neither Rate My Service nor its third party data suppliers give any warranty, express or implied, regarding its correctness, accuracy, completeness, fitness for any purpose, or otherwise.

In relation to any additional Third Party Data or third party data services provided to the Client in connection with the Services, the Client acknowledges and agrees that they:
1. are granted a personal, non-exclusive, revocable, non-transferrable, non-sublicensable, licence to such Third Party Data or services; and
2. will hold Rate My Service and its third party suppliers completely harmless in the event that errors, defects or inappropriate evaluations are made available to the Client.

Value Added Reseller Agreement

PLEASE READ THESE TERMS CAREFULLY BEFORE CLICKING ACCEPT

These Terms form a legal agreement between your company and DNA SAAS LABS, LLC (the “Company”), a private company whose registered address is at 651 North Broad Street, 201 Middletown, DE 19709, United States for the service selected as part of the Registration.

For the purposes of these Terms you, as the individual completing Registration, the company you represent is the ‘Reseller’. Reference to the “parties” is a reference to the Company and the Reseller.

You are entering into these terms as a value added reseller of the service further described in these terms (i.e. where you combine the services with your existing services and/or products) and are being appointed as such on a non-exclusive basis.

YOU ARE NOT PERMITTED TO SELL THE COMPANY SERVICE DIRECTLY WITHOUT IT BEING BUILT INTO AND/OR FORMING PART OF AN EXISTING PRODUCT OF YOURS.

BY ACCEPTING THESE TERMS, COMPLETING THE REGISTRATION PROCESS AND USING THE SERVICE, YOU AGREE ON BEHALF OF YOURSELF AND THE RESELLER TO THE TERMS BELOW. IF YOU DO NOT AGREE WITH THESE TERMS, OR DO NOT HAVE THE AUTHORITY TO BIND THE RESELLER, PLEASE CONTACT OUR TEAM ON support@ratemyservice.io.

IN AGREEING TO THESE TERMS YOU ARE BINDING THE RESELLER TO THE CONTRACT AND YOU WARRANT AND REPRESENT THAT YOU ARE AN AUTHORISED REPRESENTATIVE OF THE ENTITY STATED IN THE REGISTRATION AND THAT YOU HAVE POWER AND AUTHORITY TO BIND THEM TO THESE TERMS. YOU FURTHER WARRANT AND REPRESENT THAT ALL INFORMATION PROVIDED AS PART OF THE REGISTRATION IS TRUE AND ACCURATE TO THE BEST OF YOUR KNOWLEDGE.

We appoint the Reseller strictly as a value added reseller of the Software on the basis of these Terms and the information provided during Registration. We do not sell the Software to you or the Reseller, but provide you with a license to sub-license the Software to your end-customers. We remain the owners of the Software, the Service and the Dashboard and all Intellectual Property Rights therein at all times.

BY CLICKING ON THE "ACCEPT" BUTTON BELOW YOU AGREE TO THE CONTRACT WHICH WILL BIND YOUR COMPANY ACCORDINGLY. THESE TERMS INCLUDE, IN PARTICULAR, LIMITATIONS ON LIABILITY IN CLAUSE 14.
IF YOU DO NOT AGREE TO THE TERMS, YOU MUST NOT CLICK THE "ACCEPT" BUTTON BELOW AND YOU MAY NOT USE OR ACCESS RATE MY SERVICE’S SERVICES.

You should print a copy of these Terms for future reference.

RATE MY SERVICE - RESELLER
TERMS AND CONDITIONS OF APPOINTMENT

Interpretation
1. The definitions and rules of interpretation in this clause apply in these Terms.
  1. Authorised Users: those employees, agents and independent contractors of the Customer, its subsidiaries and affiliates, who are authorised by the Customer to use the Services and Software.
  2. Business Day: a day other than a Saturday, Sunday or public holiday in South Africa when banks in Cape Town are open for business.
  3. Business Hours: the period from 9.00 am to 5.00 pm on any Business Day.
  4. Combined Services: has the meaning set out in clause 2.0.
  5. Company Services: the Software and those associated services of the type and specification described in the EULA and at ratemyservice.io together with any other services or products and related documents developed by the Company which the Company may permit the Reseller, by express notice in writing, to market pursuant to this agreement.
  6. Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or otherwise identified as Confidential Information.
  7. Control: the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company, and controls, controlled and the expression change of control shall be interpreted accordingly.
  8. Customer: each entity who signs an agreement with the Reseller for the Combined Services and agrees to a EULA with the Company.
  9. Customer Data: the data inputted by the Customer, Authorised Users, or the Reseller on the Customer's behalf for the purpose of using the Combined Services or facilitating the Customer's use of the Combined Services and any data generated by, or derived from the Customer's use of the Combined Services, whether hosted or stored within the Combined Services or elsewhere.
  10. Effective Date: the date of Registration.
  11. EULA: the end user licence agreement in the form set out at https://www.ratemyservice.io/tos, as updated and amended by the Company in its sole discretion from time to time.
  12. Intellectual Property Rights: patents, rights to inventions, copyright and neighbouring and related rights, trade marks and service marks, business names and rights in domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, 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 apply for and be granted, renewals or extensions of, 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.
  13. Legislation: any statute, statutory provision or subordinate legislation or any mandatory rules [or guidance] issued by any regulatory body having jurisdiction over the applicable party.
  14. Payment Period: the period selected during Registration within which the Reseller is appointed as a reseller of the Combined Services;
  15. Registration: the successful registration of an account by a Super Admin User with the Company as a Reseller, and “Registered” will have a corresponding meaning;
  16. Relevant Requirements: has the meaning set out in clause 11.0(a);
  17. Reseller Data: the data inputted by the Reseller for the purpose of developing, testing, distributing or using the Combined Services or facilitating the Customer's use of the Combined Services and any data generated by, or derived from the Reseller's use of the Combined Services, whether hosted or stored within the Combined Services or elsewhere.
  18. Reseller Services: the products, services and/or software sold and/or licensed by the Reseller from time to time that do not compete with the Company Services.
  19. Software: the online software applications provided by the Company as part of the Services.
  20. Trade Marks: any trade marks which the Company may permit or procure permission for the Reseller by express notice in writing to use in respect of the Company Services.
  21. User Subscriptions: the number and type of user subscriptions which entitle Authorised Users to access and use the Services and the Software in accordance with the EULA as stipulated in any agreement between the Customer and the Reseller.
    1. Clause, Schedule and paragraph headings shall not affect the interpretation of this agreement.
    2. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
    3. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
    4. Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular.
    5. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
    6. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
    7. A reference to writing or written email.
    8. References to clauses and Schedules are to the clauses and Schedules of this agreement and references to paragraphs are to paragraphs of the relevant Schedule.
Appointment
1. Subject to final Registration, the Company hereby grants the Reseller the non-exclusive, non-transferable and revocable right to (i) integrate, combine or redistribute the Company Services with the Reseller Services; and/or (ii) redistribute the combined Company and Reseller Services as is but under the branding and name of the Reseller (collectively, the “Combined Services”).
2. The Reseller undertakes not to:
  1. purchase the Company Services from any person other than the Company;
  2. directly sell the Company Services to any person without first combining it with the Reseller Services; or
  3. during the Term of this agreement, distribute or create, or install on/build into any Reseller Services, any products which compete with the Company Services.
3. The Reseller shall be entitled to describe itself as an "Authorised Reseller" of the Company Services but shall not represent itself as an agent of the Company for any purpose, nor pledge the Company's credit or give any condition or warranty or make any representation on the Company's behalf or commit the Company to any contracts. Further, the Reseller shall not without the Company's prior written consent make any representations, warranties, guarantees or other commitments with respect to the specifications, features or capabilities of Company Services which are inconsistent with those contained in the promotional material supplied by the Company (including, without limitation, the EULA) or otherwise incur any liability on behalf of the Company howsoever arising.
4. The Reseller shall not sell any of the Combined Services through a sales agent or to a sub-distributor or reseller without the prior express written permission of the Company. Where the Company agrees to any such appointment, the Reseller shall ensure that it enters into a written contract with such sales agent, sub-distributor or reseller on terms which provide at least the same level of protection to the Company as set out in this agreement.
5. The Reseller's appointment under this clause 1 only grants to the Reseller a licence to distribute the Company Services as part of the Reseller Services, and does not transfer any right, title or interest to any such Company Services to the Reseller or its customers or permit the Reseller to resell the Company Services directly to any Customer. Use of the terms "sell", "license", "purchase", "licence fees" and "price" will be interpreted in accordance with this clause.
6. The Reseller shall not undercut, circumvent or compete with the Company with respect to any existing or prospective clients/customers of the Company.
7. The Company reserves the right to sell the Company Services directly to customers and other resellers and shall not be considered in breach of this agreement in doing so.
Reseller's undertakings
1. The Reseller undertakes and agrees with the Company to:
  1. use its best endeavours to promote the distribution and sale of the Combined Services and to expand the sale of the Combined Services by all reasonable and proper means and not to do anything which may hinder or interfere with such sales and, without limitation;
    1. to demonstrate to customers the features and capabilities of the Combined Services; and
    2. actively to solicit orders for the Combined Services from customers and prospective customers;
  2. ensure that customers of the Combined Services are aware of and accept the terms and conditions of the EULA before using the Combined Services;
  3. refrain from amending or varying the terms of the EULA;
  4. ensure the EULA includes a third party right in favour of the Company to enforce the provisions of the EULA where necessary, in the sole discretion of the Company;
  5. employ a sufficient number of suitably qualified personnel to ensure the proper fulfilment of the Reseller's obligations under this agreement;
  6. submit monthly reports to the Company by such means as the Company may notify to the Reseller from time to time in the format stipulated by the Company from time to time showing details of:
    1. all sales of Combined Services during the month concerned;
    2. all current and prospective clients; and
    3. any other information relating to the performance of its obligations under this agreement the Company may reasonably require from time to time;
  7. within 14 days of a written request from the Company at any time, and from time to time, provide such information as is reasonably requested by the Company about the Reseller's processes and controls to support compliance with this agreement;
  8. keep full and proper books of account and records showing clearly all enquiries, quotations, transactions and proceedings relating to the Combined Services and allow the Company (or its nominee, including without limitation its designated accountants or auditors), on reasonable notice, access to all accounts and records relating to the Combined Services for the purpose of inspection to audit compliance with this agreement.
  9. on a monthly basis provide the Company such information including names and addresses about the Reseller's customers of the Combined Services as is required by the Company for the purposes of managing and enforcing the terms of the EULAs with such customers; and
  10. inform the Company immediately of any changes in ownership or Control of the Reseller and of any change in its organisation or method of doing business which might affect the performance of the Reseller's duties in this agreement; and
  11. localise the sale price of the Combined Services based on the sale price of the Company Services from time to time specified by the Company in writing.
User subscriptions exi
1. The Company shall, during the term of this agreement, provide the Company Services as part of the Combined Services and make available the Software as requested by the Reseller to each relevant Customer.
2. In relation to the Customer and each Authorised User, the Reseller undertakes, and shall procure that each Customer undertakes, that:
  1. the maximum number of Authorised Users with the right to access and use the Company Services and the Software shall not exceed the number of User Subscriptions it has purchased from time to time; and
  2. it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Company Service and/or Software.
Access to services and data
1. The Company reserves the right in the event of:
  1. a breach or suspected breach of this agreement by the Reseller, immediately to suspend the Reseller's right to resell the Combined Services for the duration of time that the breach remains unremedied;
  2. a cyber or other security incident significantly affecting, or in the Company's reasonable opinion, likely to significantly affect the provision of the Combined Services or harm customers, to disable access to the Combined Services and Software for such period required for the incident to be contained.
2. Save as expressly permitted under this agreement, the Reseller shall not:
  1. 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:
    1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Company Services or the Software (as applicable) in any form or media or by any means; or
    2. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software or Company Services;
  2. access all or any part of the Combined Services and Software to build a product or service which competes with the Company Services or Software;
  3. use the Company Services or Software to provide services to third parties;
  4. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise make the Company Services or Software available to any third party; or
  5. attempt to obtain, or assist third parties in obtaining, access to the Company Services or Software.
3. The Reseller shall take reasonable steps in accordance with good industry practice to prevent any unauthorised access to, or use of, the Company Services or Software and shall use best efforts to prevent misuse or excessive consumption of Company resources that could harm the Company’s business operations, and, if there is any such unauthorised access or use, promptly notify the Company.
4. The Company is entitled on giving one months' written notice to the Reseller to exclude from this agreement one or more of the Company Services forming part of the Combined Service or Software if for any reason the provision of such Company Services or Software have been permanently discontinued.
5. The Company is entitled to make changes to the Company Services forming part of the Combined Service or Software provided such changes do not adversely affect the Combined Services in any material respect, and shall give written notice of such changes to the Reseller as soon as reasonably practicable.
6. The Reseller shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all Reseller Data and shall procure that the Customer shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data. The Reseller hereby licenses the Company to use the Reseller Data and shall procure that the Customer hereby licences the Company to use the Customer Data for:
  1. the proper performance of the Services, including the provision of the Software;
  2. the purposes set out in the Company privacy policy (as updated from time to time) found here: https://www.ratemyservice.io/privacy; and
  3. all other purposes relevant to the proper exercise of the Company's rights and obligations under this agreement or the EULA.
Service obligations
1. The Company shall use commercially reasonable efforts to make the Company Services forming part of the Combined Service available 24 hours a day, seven days a week, except for planned maintenance carried out during any communicated maintenance window.
2. The Company shall not be liable for any disruption, discontinuation, suspension, or unavailability of the service for any reason, including but not limited to technical issues, business decisions, market conditions, acts of sabotage or subversion or acts of God. The Reseller acknowledges, and shall procure that users acknowledge and accept, that access to the service may also be subject to interruption or termination as required and/or solely at the discretion of the Company.
3. The Company will, as part of the Services and at no additional cost to the Reseller, provide the Reseller with the Company's standard support services during normal Business Hours in the United Kingdom in accordance with the EULA.
4. The Company undertakes:
  1. to provide such information and support as may be reasonably requested by the Reseller to enable it properly and efficiently to discharge its duties under this agreement; and
  2. to approve or reject any promotional information or material submitted by the Reseller within 14 days of receipt.
Company warranties, undertaking and obligations
1. The Company undertakes that the Company Services forming part of the Combined Service will be performed in accordance with the EULA and with reasonable skill and care.
Prices and payment
1. The prices to be paid by the Reseller to the Company for the Company Services are agreed on Registration.
2. Any and all expenses, costs and charges incurred by the Reseller in the performance of its obligations under this agreement shall be paid by the Reseller unless the Company has expressly agreed beforehand in writing to pay such expenses, costs and charges.
3. The Company will invoice the Reseller immediately on registration following which the relevant price shall be due and payable with respect to the relevant Payment Period.
4. The Reseller shall pay the full amount invoiced to it by the Company in United States Dollars on the commencement of each new Payment Period.
5. All amounts due under this agreement shall be paid by the Reseller to the Company in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
6. As between the Company and the Reseller, the Reseller shall be responsible for the collection, remittance and payment of any or all taxes, charges, levies, assessments and other fees of any kind imposed by governmental or other authority in respect of the purchase, importation, sale, lease or other distribution of the Company Services or Combined Services.
Advertising and promotion
1. The Reseller shall:
  1. be responsible for the advertising and promotion of the Combined Services provided that the use by the Reseller of any advertising materials and promotional literature containing the Trade Marks or other references to the Company Services shall be subject to the prior written consent of the Company;
  2. observe all directions and instructions given to it by the Company in relation to the promotion and advertisement of the Combined Services to the extent that such promotions or advertisements refer to the Company Services or otherwise use the Trade Marks, and shall not make any written statement as to the quality or manufacture of the Company Services without the prior written approval of the Company;
  3. conduct its business in a manner that reflects favourably at all times on the Company and the good name, goodwill and reputation of the Company and not enter into any contract or engage in any practice that is or may be detrimental to the interests of the Company in the Company Services; and
  4. avoid deceptive, misleading or unethical practices that are, or might be, detrimental to the Company, the Company Services or the public and shall not publish or employ, or co-operate in the publication or employment of, any false, misleading or deceptive advertising material or other representations with regard to the Company or the Company Services.
Compliance with laws and regulations
1. The Reseller shall be responsible for obtaining any import licences or permits necessary for the entry of the Company Services and/or Combined Services into any territory of a Customer, or their delivery to the Reseller, and the Reseller shall be responsible for any and all customs duties, clearance charges, taxes, brokers' fees and other amounts payable in connection with the importation and delivery of the Company Services and/or Combined Services.
Anti-bribery
1. The Reseller shall:
  1. comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption (Relevant Requirements); and
  2. have and shall maintain in place throughout the term of this agreement its own policies and procedures to ensure compliance with the Relevant Requirements and will enforce them where appropriate.
2. Without prejudice to clause 21.0 the Reseller shall ensure that any person associated with the Reseller who is performing services in connection with this agreement does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Reseller in this clause 10 (Relevant Terms). The Reseller shall in all circumstances be responsible for the observance and performance by such persons of the Relevant Terms, and shall in all circumstances be directly liable to the Company for any breach by such persons of any of the Relevant Terms howsoever arising.
3. Breach of this clause 11 shall be deemed a material breach, which is irredeemable, under clause 16.1(a).
Intellectual Property Rights
1. Unless otherwise agreed between the parties, all Intellectual Property Rights in and to the Company Services and the Software belong, and shall belong, to the Company and/or its licensors.
2. The Reseller shall, at the expense of the Company, take all such steps as the Company may reasonably require to assist the Company in maintaining the validity and enforceability of the Intellectual Property Rights of the Company during the term of this agreement.
3. Without prejudice to the right of the Reseller or any third party to challenge the validity of any Intellectual Property Rights of the Company, the Reseller shall not do or authorise any third party to do any act which would or might invalidate or be inconsistent with any Intellectual Property Rights of the Company and shall not omit or authorise any third party to omit to do any act which, by its omission, would have that effect or character.
4. The Company makes no representation or warranty as to the validity or enforceability of the Intellectual Property Rights in the Company Services and the Trade Marks nor as to whether the same infringe on any Intellectual Property Rights of third parties.
5. The Company grants to the Reseller a non-exclusive, revocable, personal licence (subject to the terms and conditions of this agreement and during its term and solely for the purposes of performing the Reseller's obligations under this agreement) to:
  1. use the Company Services as may be reasonably required for internal use and for the purposes of demonstrating, marketing and selling the Combined Services to customers;
  2. use the Company Services for combining with the Reseller Services and licensing to each of the Customers as the Combined Services; and
  3. use the Trade Marks on or in relation to the Company Services for the purpose of the promotion, advertisement and sale of the Combined Services.
6. The Reseller shall not:
  1. copy the Company Services or any part of any of them except to the extent and for the purposes expressly permitted by this agreement; or
  2. modify, adapt, develop, create any derivative work, reverse engineer, decompile, disassemble or carry out any act otherwise restricted by copyright or other Intellectual Property Rights in the Company Services.
7. The Reseller acknowledges that it has received (whether as APIs (application programming interfaces) or otherwise) sufficient information to enable it to combine the Company Services with the Reseller Services and market the resulting Combined Services in the manner envisaged by this agreement.
8. The Reseller shall ensure that each reference to, and use of, any of the Trade Marks by the Reseller is in a manner approved from time to time by the Company and accompanied by an acknowledgement in a form approved by the Company that the same is a trade mark (or registered trade mark) of the Company.
9. The Reseller shall not:
  1. use any of the Trade Marks in any way which might prejudice their distinctiveness or validity or the goodwill of the Company therein;
  2. use in relation to the Company Services any trade marks other than the Trade Marks without obtaining the prior written consent of the Company; or
  3. use any trade marks or trade names so resembling any trade mark or trade names of the Company as to be likely to cause confusion or deception.
10. Other than the licences expressly granted under this agreement, neither party grants any licence of, right in or makes any assignment of any of its Intellectual Property Rights. In particular, except as expressly provided in this agreement, the Reseller shall have no rights in respect of any trade names or trade marks used by the Company in relation to the Company Services or their associated goodwill, and the Reseller hereby acknowledges that all such rights and goodwill shall inure for the benefit of and are (and shall remain) vested in, the Company.
11. At the request of the Company, the Reseller shall do or procure to be done all such further acts and things (including the execution of documents) as the Company shall require to give the Company the full benefit of this agreement.
12. The Reseller shall promptly give notice in writing to Company in the event that it becomes aware of:
  1. any infringement or suspected infringement of the Trade Marks or any other Intellectual Property Rights in or relating to the Company Services; and
  2. any claim that any Company Service or the manufacture, use, sale or other disposal of any Company Service, whether or not under the Trade Marks, infringes the rights of any third party.
13. In the case of any matter falling within clause 12.12(a):
  1. the Company shall, in its absolute discretion, determine what action if any shall be taken in respect of the matter; and
  2. the Company shall have sole control over and shall conduct any consequent action as it shall deem necessary.
14. In the case of any matter falling within clause 11.11(b):
  1. the Company and the Reseller shall consult to decide what steps shall be taken to prevent or terminate the infringement and the proportions in which they shall share the cost of those steps and any damages and other sums which may be awarded in their favour or against them; and
  2. failing agreement between the parties, either party shall be entitled to take all action as it shall consider to be necessary or appropriate at its own expense to defend such a claim and shall be entitled and subject to all damages and other sums which may be recovered or awarded against it as a result of any such action.
15. Each party shall, at the request and expense of the other, provide all reasonable assistance to the other (including, but not limited to, the use of its name in, or being joined as a party to, proceedings) in connection with any action to be taken by the other party, provided that that party is given such indemnity as it may reasonably require against any damage to its name.
Confidentiality
1. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs], except as permitted by clause 13.2.
2. Each party may disclose the other party's confidential information:
  1. to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 13; and
  2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
3. No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.
Warranties
1. Each party represents, warrants and undertakes that:
  1. it has full capacity and authority and all necessary consents to enter into and to perform this agreement and to grant the rights and licences referred to in this agreement and that this agreement is executed by its duly authorised representative and represents a binding commitment on it; and
  2. without affecting its other obligations under this agreement, it shall comply with all applicable Legislation in the performance of its obligations under this agreement.
Limitation of liability
1. Except as expressly and specifically provided in this agreement, all warranties, conditions and other terms implied by statute, common law or otherwise are, to the fullest extent permitted by law, excluded from this agreement.
2. Nothing in this agreement excludes the liability of the Company:
  1. for death or personal injury caused by the Company's negligence; or
  2. for fraud or fraudulent misrepresentation.
3. Subject to clause 14.2 the Company shall not in any circumstances be liable, whether in tort (including for negligence or breach of statutory duty howsoever arising), contract, misrepresentation (whether innocent or negligent) or otherwise for:
  1. loss of profits; or
  2. loss of business; or
  3. depletion of goodwill or similar losses; or
  4. loss of anticipated savings; or
  5. loss of goods; or
  6. loss of use; or
  7. loss or corruption of data or information; or
  8. any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
4. The Company's total aggregate liability in contract, tort (including without limitation negligence or breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall in all circumstances be limited to the amount received by the Company under clause 7 within the previous six months.
Term and termination
1. This agreement shall commence on the Effective Date and shall continue for the relevant Payment Period and shall subsequently renew for each new Payment Period. Either party may give 90 days written notice to the other party to terminate this agreement.
2. Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:
  1. the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment; or
  2. the other party commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so; or
  3. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; or
  4. the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors; or
  5. the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
  6. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party; or
  7. an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party, (being a company, partnership or limited liability partnership); or
  8. the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver; or
  9. a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party; or
  10. a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days; or
  11. any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 15.1(a) to clause 15.1(h) (inclusive); or
  12. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
  13. the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy.
3. Without prejudice to any other rights or remedies to which the Company may be entitled, the Company may terminate the agreement without liability to the Reseller if:
  1. if the Reseller attempts to compete with undercut, circumvent or resell the Company Service directly and not as a Combined Service;
  2. there is a change of control of the Reseller; or
  3. the Reseller purports to assign any of its rights or obligations under this agreement.
4. For the avoidance of doubt, a breach of any of clauses 2.2, 2.4, 2.6, 3, 10, 11, 12, and 13 is a material breach for the purposes of this clause.
5. Without limiting any right to terminate this agreement, the Company shall be entitled to suspend access to any part of the Software and/or Services where the Reseller and/or the Customer breaches, or is suspected of breaching, any provision of this agreement or the EULA.
Effects of termination
1. On termination or expiry of this agreement for any reason:
  1. the Reseller shall (at its sole cost) return (or at the Company's option, destroy) all media on which the Company Services are held and the Reseller shall stop combining the Company Services with the Reseller Services;
  2. the Reseller shall promptly return to the Company, or otherwise dispose of as the Company may instruct, all samples, technical pamphlets, catalogues, advertising materials, specifications and other materials, documents or papers whatsoever sent to the Reseller and relating to the Company's business (other than correspondence which has passed between the parties) which the Reseller may have in its possession or under its control; and
  3. the accrued rights of the parties as at termination or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination shall not be affected or prejudiced;
  4. subject to the foregoing provisions of this clause 16.0, all rights and licences of the Reseller under this agreement shall terminate.
2. The termination of this agreement shall not of itself give rise to any liability on the part of the Company to pay any compensation to the Reseller for loss of profits or goodwill, to reimburse the Reseller for any costs relating to or resulting from such termination, or for any other loss or damage.
Waiver
1. A waiver of any right or remedy is only effective if given in writing [and shall not be deemed a waiver of any subsequent right or remedy].
2. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
Severance
1. If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.
2. If any provision or part-provision of this agreement is deemed deleted under clause 18.0 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
Entire agreement
1. This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.
2. Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.
3. Each party agrees that it shall have no claim for innocent or negligent misrepresentation [or negligent misstatement] based on any statement in this agreement.
4. Nothing in this clause shall limit or exclude any liability for fraud.
Variation
1. The Company may modify the provisions of this agreement on providing no less than 30 days written notice to the Reseller. The Reseller may not vary this agreement unless it is in writing and signed by the parties (or their authorised representatives).
Assignment
1. The Reseller shall not, without the prior written consent of the Company, assign, transfer, mortgage, charge, sub- contract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under this agreement.
2. The Company may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement, provided that it gives prior written notice of such dealing to the Reseller.
No partnership or agency
1. Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party except as expressly provided in clause 2.
2. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
Third party rights
1. No one other than a party to this agreement[, their successors and permitted assignees,] shall have any right to enforce any of its terms.
Rights and remedies
1. The rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
Notices
1. Any notice given to a party under or in connection with this agreement shall be in writing and shall be:
  1. delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
  2. sent by email to the addresses provided on Registration.
2. Any notice shall be deemed to have been received:
  1. if delivered by hand, at the time the notice is left at the proper address;
  2. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
  3. if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume
3. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
Governing law
1. This agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non- contractual disputes or claims) are governed by and interpreted in accordance with the laws of South Africa.
Jurisdiction
1. The parties irrevocably agree that the courts of South Africa have exclusive jurisdiction to settle any disputes or claims arising out of or in connection with this agreement, its subject matter or its formation (including non-contractual disputes or claims).

This agreement has been entered into on the date of Registration.

Terms of Service

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RATE MY SERVICETERMS AND CONDITIONS OF USE

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RATE MY SERVICE - RESELLERTERMS AND CONDITIONS OF APPOINTMENT

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Limitation of liability

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Entire agreement

Variation

Assignment

No partnership or agency

Third party rights

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Governing law

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RATE MY SERVICE
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TERMS AND CONDITIONS OF APPOINTMENT