Background

Relay is a platform developed by Rareloop which is made available to subscribers via the internet on a pay-per-use basis for the purpose of sending notifications based on HR data stored in the Customer’s Breathe HR Platform.

The Customer wishes to use Relay in its business operations.

Rareloop has agreed to provide and the Customer has agreed to take and pay for Relay subject to the terms herein.

Agreed Terms

Interpretation

The definitions and rules of interpretation in this clause apply in these terms.

Applicable Data Protection Laws: means (a) To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data, including all applicable laws, statutes, regulations and codes from time to time in force relating to the UK GDPR; and (b) To the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the Customer is subject, which relates to the protection of personal data, including all applicable laws, statutes, regulations and codes from time to time in force relating to the EU GDPR.

Authorised Users: those employees, agents and independent contractors of the Customer who are authorised by the Customer to use Relay.

Breathe HR Platform: the platform engaged by the Customer in connection with the Customer’s HR requirements and the Customer’s employees, as owned and operated by Centurion Management Systems Limited via www.breathehr.com.

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Customer: means the entity signing up to the Relay platform as indicated in the onboarding process.

Customer Account: means the account within the Relay platform which permits the Customer to manage the Customer Subscription, the Customer Data, and Customer information relating to the Relay platform.

Customer Data: the data inputted by the Customer, Authorised Users, or Rareloop on the Customer’s behalf for the purpose of using Relay or facilitating the Customer’s use of Relay.

Customer Employees: means employees, agents and independent contractors of the Customer being data subjects of the Customer, and whose Personal Data is to be compiled by the Customer’s use of Relay.

Customer Subscription: the subscription purchased by the Customer which entitles Authorised Users to access and use Relay in accordance with these terms.

Documentation: any document made available to the Customer by Rareloop from time to time which sets out a description of Relay and the user instructions for Relay.

Effective Date: the date of acceptance of these terms by the Customer.

EU GDPR: means the General Data Protection Regulation, Regulation (EU) 2016/679.

Free Trial: means a period of 30 days (or other duration at Rareloop’s entire discretion) from the Effective Date to enable the Customer to use and evaluate Relay without payment of fees.

Initial Subscription Term: means the first 30 days of paid use of the Relay platform, either immediately following the expiry of the Free Trial or from the date on which the Customer activates the Customer Subscription by entering payment details in the Customer Account.

Normal Business Hours: 9.00 am to 5.00 pm local UK time, each Business Day.

Paddle: the payment merchant service engaged by Rareloop in connection with the Customer’s payment of the Subscription Fees, as owned and operated by Paddle.com Market Limited.

Personal Data: any personal data uploaded to the Breathe HR Platform by the Customer which the Customer controls in connection with these terms, in the capacity of a controller on behalf of the Customer’s data subjects, and as may be compiled by the Customer’s use of Relay.

Pricing Plans: means the plans and associated Subscription Fees currently in force which can be viewed at https://www.getrelay.co.uk/pricing and which may be replaced by Rareloop at any time.

Rareloop: means Rareloop Limited, a company incorporated and registered in England and Wales under company number 07722194 whose registered address is at Mazars LLP 5th Floor, Merck House, Seldown Lane, Poole, Dorset, England, BH15 1TW.

Renewal Period: the period described in clause 15.1.

Relay: the online software product provided by Rareloop via https://www.getrelay.co.uk.

Subscription Fees: the subscription fees payable by the Customer to Rareloop for the Customer Subscription, as determined by the Pricing Plans in force from time to time.

Subscription Term: has the meaning given in clause 15.1 (being the Initial Subscription Term together with any subsequent Renewal Periods).

UK GDPR: has the meaning given to it in the Data Protection Act 2018.

Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

1.2 Clause, schedule and paragraph headings shall not affect the interpretation of these terms.

1.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns.

1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.6 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of these terms.

1.7 A reference to writing or written includes e-mail.

2. Free Trial

2.1 Rareloop may allow the Customer access to Relay for a Free Trial following initial registration, during which time Subscription Fees shall not be charged to the Customer.

2.2 At any time during or after the Free Trial, the Customer can add their payment details via the Customer Account to continue using Relay with a Customer Subscription. If the Customer does not add the payment details before the expiration of the Free Trial, access to Relay shall terminate automatically following the expiration of the Free Trial.

2.3 If the Customer has provided payment details, access to Relay shall continue for as long as the Subscription Fees are paid in accordance with these terms or until termination occurs.

3. Customer Subscriptions

3.1 Subject to the Customer purchasing a Customer Subscription, and to the restrictions set out in this clause 3 and the other conditions of these terms, Rareloop hereby grants to the Customer a non-exclusive, revocable, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to use Relay and any Documentation during the Subscription Term solely for the Customer’s internal business operations.

3.2 In relation to the Authorised Users, the Customer understands and agrees that:

  • (a) The number of Customer Employees is used for the calculation of the Subscription Fees, and such number of Customer Employees is determined by the data retrieved from the Customer’s Breathe HR Platform;
  • (b) It will not allow or suffer Relay to be accessed, in accordance with the Customer Subscription, by any individual that is not an Authorised User; and
  • (c) Each Authorised User shall keep a secure password for their use of Relay, and that each Authorised User shall keep their password confidential.

3.3 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of Relay, including via any avatar or message uploaded via the Software, that:

  • (a) Is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
  • (b) Facilitates illegal activity;
  • (c) Depicts sexually explicit images;
  • (d) Promotes unlawful violence;
  • (e) Is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
  • (f) Is otherwise illegal or causes damage or injury to any person or property;

And Rareloop reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s or any Authorised User’s access to any material that breaches the provisions of this clause.

3.4 The Customer shall not:

  • (a) 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 these terms:
    • (i) Attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of Relay and/or Documentation (as applicable) in any form or media or by any means; or
    • (ii) Attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of Relay; or
  • (b) Access all or any part of Relay and any Documentation in order to build a product or service which competes with Relay; or
  • (c) Use Relay and/or Documentation to provide services to third parties; or
  • (d) Subject to clause 23.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make Relay and/or Documentation available to any third party except the Authorised Users, or
  • (e) Attempt to obtain, or assist third parties in obtaining, access to Relay and/or Documentation, other than as provided under this clause 3; or
  • (f) Introduce or permit the introduction of, any Virus into Rareloop’s network and information systems.

3.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, Relay and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Rareloop.

3.6 The rights provided under this clause 3 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.

4. Pricing Plans

4.1 The Pricing Plans are determined by the number of Customer Employees and their corresponding Personal Data retrieved from the Customer’s Breathe HR Platform.

4.2 Should the number of Customer Employees change, the Customer may be automatically assigned to a different Pricing Plan and the Subscription Fees may change in accordance with that Pricing Plan.

4.3 Where the Customer’s Pricing Plan changes, the Customer shall pay the new Subscription Fees from the commencement of the next Renewal Period.

5. Provision of Relay

5.1 Rareloop shall, during the Subscription Term, provide Relay and make available the Documentation to the Customer on and subject to these terms.

5.2 Rareloop shall use commercially reasonable endeavours to make Relay available 24 hours a day, seven days a week, except for:

  • (a) Any planned maintenance; and
  • (b) Unscheduled maintenance performed outside Normal Business Hours.

5.3 Rareloop will provide the Customer with Rareloop’s standard customer support services during Normal Business Hours.

6. Data Protection

6.1 For the purposes of this clause 6, the terms “controller”, “processor”, “data subject”, “personal data”, “personal data breach” and “processing” shall have the meaning given to them in the UK GDPR.

6.2 The Customer will comply with all applicable requirements of the Applicable Data Protection Laws. This clause 6 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Applicable Data Protection Laws.

6.3 The parties have determined that, for the purposes of the Applicable Data Protection Laws:

  • (a) The Customer shall act as controller of personal data;
  • (b) The Customer shall process personal data; and
  • (c) The Customer shall act as sole controller in respect of personal data.

6.4 Without prejudice to the generality of clause 6.2, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data and lawful collection of the same for the duration and purposes of these terms.

6.5 Without prejudice to the generality of clause 6.2 the Customer shall, in relation to any Personal Data:

  • (a) Process that Personal Data as required by the Applicable Data Protection Laws;
  • (b) Implement the technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, which the Customer has reviewed and confirms are appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;
  • (c) Ensure that any personnel engaged and authorised to process Personal Data have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality;
  • (d) Respond to any request from a data subject and in ensuring the Customer’s compliance with its obligations under the Applicable Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
  • (e) Notify any data subjects without undue delay on becoming aware of a personal data breach involving the Personal Data;
  • (f) At the written direction of a data subject, delete or return Personal Data and copies thereof on termination of these terms; and
  • (g) Maintain records to demonstrate its compliance with this clause 6.

7. Third Party Providers

7.1 The Customer acknowledges that Relay may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. Rareloop makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer, with any such third party.  Any contract entered into and any transaction completed via any third-party website is between the Customer and the relevant third party, and not Rareloop. Rareloop recommends that the Customer refers to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party website. Rareloop does not endorse or approve any third-party website nor the content of any of the third-party website made available via Relay.

8. Rareloop’s Obligations

8.1 Rareloop warrants and agrees that Relay will be provided substantially in accordance with the Documentation and with reasonable skill and care.

8.2 The warranty and agreement at clause 8.1 shall not apply to the extent of any non-conformance which is caused by use of Relay contrary to Rareloop’s instructions, or modification or alteration of Relay by any party other than Rareloop or Rareloop’s duly authorised contractors or agents. If Relay does not conform with the foregoing warranty and agreement, Rareloop will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer’s sole and exclusive remedy for any breach of the warranty and agreement set out in clause 8.1.

8.3 Rareloop:

  • (a) Does not warrant that:
    • (i) The Customer’s use of Relay will be uninterrupted or error-free;
    • (ii) That Relay, Documentation and/or the information obtained by the Customer through Relay will meet the Customer’s requirements; or
    • (iii) Relay will be free from Viruses.
  • (b) Is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that Relay and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

8.4 These terms shall not prevent Rareloop from entering into similar terms with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under these terms.

8.5 Rareloop warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under these terms.

8.6 In the event of any loss or damage to Customer Data, the Customer’s sole and exclusive remedy against Rareloop shall be for Rareloop to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Rareloop. Rareloop shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by Rareloop to perform services related to Customer Data maintenance and back-up for which it shall remain fully liable).

8.7 In the event that the Customer removes Relay’s ability to access the Breathe HR Platform by removing the Customer’s API key, Rareloop shall delete all Personal Data from Relay that was retrieved from the Breathe HR Platform. For the avoidance of doubt, in the event that Rareloop carries out any of the activities as a result of the operation of this clause 8.7, these terms shall remain in force until terminated in accordance with this clause 15.

9. Customer’s Obligations

9.1 The Customer shall:

  • (a) Provide Rareloop with:
    • (i) All necessary co-operation in relation to these terms; and
    • (ii) All necessary access to such information as may be required by Rareloop, including but not limited to the Customer’s API key to allow Relay to access the Customer Employee Personal Data within the Breathe HR Platform;
  • In order to provide Relay, including but not limited to Customer Data, security access information and configuration services;
  • (b) Without affecting its other obligations under these terms, comply with all applicable laws and regulations with respect to its activities under these terms;
  • (c) Carry out all other Customer responsibilities set out in these terms in a timely and efficient manner;
  • (d) Ensure that the Authorised Users use Relay and the Documentation in accordance with these terms and shall be responsible for any Authorised User’s breach of these terms;
  • (e) Obtain and shall maintain all necessary licences, consents, and permissions necessary for Rareloop, its contractors and agents to perform their obligations under these terms;
  • (f) If required, ensure that its network and systems comply with the relevant specifications provided by Rareloop from time to time;
  • (g) Be, to the extent permitted by law and except as otherwise expressly provided in these terms, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Rareloop’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet;
  • (h) Grant to Rareloop a non-exclusive, non-transferable licence to use, copy, store, transmit and display the Customer’s name and logo to the extent necessary or reasonable to enable Rareloop to state on it’s website and in any marketing materials that the Customer is or was a customer of Relay. The Customer may revoke this licence at any time by sending written notice to Rareloop.

9.2 The Customer shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.

10. Charges & Payment

10.1 The Customer shall pay the Subscription Fees via Paddle to Rareloop for the Customer Subscription in accordance with this clause 10.

10.2 If the Customer wishes to use Relay beyond the Free Trial, the Customer shall provide via Paddle valid, up-to-date and complete payment details and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides its payment details to Paddle, the Customer hereby authorises Paddle to bill:

  • (a) For the Subscription Fees payable in respect of the Initial Subscription Term; and
  • (b) Subject to clause 15.1, for the Subscription Fees payable in respect of the next Renewal Period;

10.3 If Rareloop has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of Rareloop:

  • (a) Rareloop may, without liability to the Customer, disable the Customer’s Account and access to all or part of Relay and Rareloop shall be under no obligation to provide any or all of Relay while payments in respect of any Subscription Fees remain unpaid; and
  • (b) Interest shall accrue on a daily basis on such due amounts at an annual rate equal to 5% over the then current base lending rate of the Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

10.4 All amounts and fees stated or referred to in these terms:

  • (a) Shall be payable in pounds sterling;
  • (b) Are non-refundable;
  • (c) Are exclusive of value added tax, which shall be added at the appropriate rate.

10.5 Rareloop shall be entitled to increase the Subscription Fees at the start of each Renewal Period.

10.6 For the avoidance of doubt, Rareloop does not have access to and does not keep or store any payment details provided by the Customer to Paddle in accordance with clause 10.2.

11. Proprietary rights

11.1 The Customer acknowledges and agrees that Rareloop own all intellectual property rights arising out of or in connection with Relay and the Documentation. Except as expressly stated herein, these terms do not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of Relay or the Documentation.

11.2 Rareloop confirms that it has all the rights in relation to Relay and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, these terms.

12. Confidentiality

12.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party except as permitted by clause 12.2.

12.2 Each party may disclose the other party’s confidential information:

  • (a) 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 these terms. 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 12; and
  • (b) As may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

12.3 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 these terms.

13. Indemnity

13.1 The Customer shall defend, indemnify and hold harmless Rareloop against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer’s use or any Authorised User’s use of Relay and/or Documentation, provided that:

  • (a) The Customer is given prompt notice of any such claim;
  • (b) Rareloop provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer’s expense; and
  • (c) The Customer is given sole authority to defend or settle the claim.

13.2 Rareloop shall defend the Customer, its officers, directors and employees against any claim that the Customer’s use or any Authorised User’s use of Relay or Documentation in accordance with these terms infringes any copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:

  • (a) Rareloop is given prompt notice of any such claim;
  • (b) The Customer does not make any admission, or otherwise attempt to compromise or settle the claim and provides reasonable co-operation to Rareloop in the defence and settlement of such claim, at Rareloop’s expense; and
  • (c) Rareloop is given sole authority to defend or settle the claim.

13.3 In the defence or settlement of any claim, Rareloop may procure the right for the Customer to continue using Relay, replace or modify Relay so that it become non-infringing or, if such remedies are not reasonably available, terminate these terms on 2 Business Days’ notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.

13.4 In no event shall Rareloop, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:

  • (a) A modification of Relay or Documentation by anyone other than Rareloop; or
  • (b) The Customer’s use of Relay or Documentation in a manner contrary to the instructions given to the Customer by Rareloop; or
  • (c) The Customer’s use of Relay or Documentation after notice of the alleged or actual infringement from Rareloop or any appropriate authority.

13.5 The foregoing and clause 14.3(b) state the Customer’s sole and exclusive rights and remedies, and Rareloop’s (including Rareloop’s employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any copyright, trade mark, database right or right of confidentiality.

14. Limitation Of Liability

14.1 Except as expressly and specifically provided in these terms:

  • (a) The Customer assumes sole responsibility for results obtained from the use of Relay and the Documentation by the Customer. Rareloop shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Rareloop by the Customer in connection with Relay, or any actions taken by Rareloop at the Customer’s direction;
  • (b) All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these terms; and
  • (c) Relay and the Documentation are provided to the Customer on an “as is” basis;
  • (d) The Customer acknowledges and agrees that Rareloop is not responsible for any errors or omissions in any Personal Data, such Personal Data being controlled by the Customer via the Breathe HR Platform.

14.2 Nothing in these terms excludes the liability of Rareloop:

  • (a) For death or personal injury caused by Rareloop’s negligence; or
  • (b) For fraud or fraudulent misrepresentation.

14.3 Subject to clause 14.1 and clause 14.2:

  • (a) Rareloop shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these terms or in connection with the Customer’s use of Relay, or in connection with any losses incurred by the Customer as a result of the Customer’s use of the Personal Data controlled by the Customer via the Breathe HR Platform; and
  • (b) Rareloop’s total aggregate liability in contract (including in respect of the indemnity at clause 13.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of these terms shall be limited to the total Subscription Fees paid for the Employee Subscriptions during the 12 months immediately preceding the date on which the claim arose.

14.4 Nothing in these terms excludes the liability of the Customer for any breach, infringement or misappropriation of Rareloop’s intellectual property rights.

15 Term & Termination

15.1 These Terms of Service shall, unless otherwise terminated as provided in this clause 15, commence on the Effective Date and shall continue for the Free Trial and any Initial Subscription Term and, thereafter, these terms shall be automatically renewed for successive 1 month periods (each a “Renewal Period”), unless:

  • (a) Rareloop notifies the Customer of termination, in which case these terms shall terminate immediately;
  • (b) The Customer cancels their Employee Subscriptions or their payment details in their Customer Account, in which case these terms shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
  • (c) Otherwise terminated in accordance with the provisions of these terms;

And the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the “Subscription Term”.

15.2 Without affecting any other right or remedy available to it, either party may terminate these terms with immediate effect by giving written notice to the other party if:

  • (a) The other party fails to pay any amount due under these terms on the due date for payment and remains in default not less than 10 days after being notified in writing to make such payment;
  • (b) The other party commits a material breach of any term of these terms and (if such breach is remediable) fails to remedy that breach within a period of 10 days after being notified in writing to do so;
  • (c) The other party repeatedly breaches any of the terms of these terms in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of these terms;
  • (d) The other party becomes insolvent, bankrupt or otherwise unable to pay its debts; or
  • (e) The other party has a liquidator, receiver or other administrator appointed or commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts other than for the purpose of a solvent restructuring of the other party.

15.3 Rareloop may terminate these terms immediately by written notice to the Customer for any reason.

15.4 On termination of these terms for any reason:

  • (a) The licences granted by Rareloop under these terms shall immediately terminate and the Customer and all Authorised Users shall immediately cease all use of Relay and/or the Documentation;
  • (b) Each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;
  • (c) Rareloop may destroy or otherwise dispose of any of the Customer Data in its possession unless Rareloop receives, no later than 5 Business Days after the effective date of the termination of these terms, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. Rareloop shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 Business Days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by Rareloop in returning or disposing of Customer Data; and
  • (d) Rareloop may destroy or otherwise dispose of any Personal Data from Relay that was retrieved from the Breathe HR Platform; and
  • (e) Any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of these terms which existed at or before the date of termination shall not be affected or prejudiced.

16. Force Majeure

16.1 Neither party shall be in breach of these terms nor liable for delay in performing, or failure to perform, any of its obligations under these terms if such delay or failure result from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 30 days, the party not affected may terminate these terms by giving 7 days’ written notice to the affected party.

17. Conflict

17.1 If there is an inconsistency between any of the provisions in the main body of these terms and the Schedules, the provisions in the main body of these terms shall prevail.

18. Variation

18.1 Except as otherwise outlined in these terms, no variation of these terms shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

19. Waiver

19.1 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.

19.2 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.

20. Rights & Remedies

20.1 Except as expressly provided in these terms, the rights and remedies provided under these terms are in addition to, and not exclusive of, any rights or remedies provided by law.

21. Severance

21.1 If any provision or part-provision of these terms 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 these terms.

21.2 If any provision or part-provision of these terms is deemed deleted under clause 21.1 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.

22. Entire Agreement

22.1 These terms 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.

22.2 Each party acknowledges that in entering into these terms 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 these terms.

22.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these terms.

22.4 Nothing in this clause shall limit or exclude any liability for fraud.

23. Assignment

23.1 The Customer shall not, without the prior written consent of Rareloop, assign, novate, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these terms.

23.2 Rareloop may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these terms.

24. No Partnership Or Agency

24.1 Nothing in these terms is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

25. Third Party Rights

25.1 These terms do not confer any rights on any person or party (other than the parties to these terms and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

26. Notices

26.1 Any notice given to a party under or in connection with these terms shall be in writing and shall be:

  • (a) 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
  • (b) Sent by e-mail to the address(es) specified by the parties from time to time.

26.2 Any notice shall be deemed to have been received:

  • (a) If delivered by hand, at the time the notice is left at the proper address;
  • (b) 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
  • (c) if sent by e-mail, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.

26.3 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.

27. Governing Law

27.1 These terms and any dispute or claim arising out of or in connection with them or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the law of England & Wales.

28. Jurisdiction

28.1 Each party irrevocably agrees that the courts of England & Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these terms or its subject matter or formation (including non-contractual disputes or claims).