RELATIVE INSIGHT TERMS AND CONDITIONS

These Terms and Conditions relate to the language analysis and mapping service (“Service”), which is provided by Relative Insight Limited, a company registered in England and Wales (company number 06236082) having a registered office at c/o Colman, Whittaker & Roscow, The Close, Queen Square, Lancaster, LA1 1RS (“Relative Insight”).

Upon mutual acceptance (by hand or electronically or online) of the Commercial Terms/Order Form, these Terms and Conditions and the terms set out in the Commercial Terms/Order Form (together, the “Contract”) shall become a binding contract between Relative Insight and the Client.

  1. Definitions

Client: the client identified in the Commercial Terms/Order Form.

Client IP: the trade marks, trading names, brand names, logos and other designs, slogans, signs or designations of origin and any literary or artistic work, images, films, illustrations, drawings, sound recordings and other works provided by the Client to Relative Insight for the purpose of providing the Service.

Fees: the fees payable to Relative Insight in connection with the Service as set out in the Commercial Terms/Order Form.

Intellectual Property Rights (or IPR): all intellectual and industrial property rights whether registered or not including rights in reports, research, results, data, software, confidential information and know-how and any right of equivalent or similar effect anywhere in the world.

Language Sets: the data sets that you upload for analysis.

Projects: the projects that you create to manage your studies. Projects contain the comparisons you make that are derived from Language Sets.

Relative Insight IP: all IPR subsisting in or relating to the Service and the IPR in the Relative Insight language analysis software including algorithms, screens, interfaces, functionalities, the computer code that operates the Service, know-how and other system elements, all reports and research results produced by Relative Insight, all templates, ideas, methods, designs, design methods, rules and interfaces or user interactions, literary or artistic works, images, films, illustrations, drawings, sound recordings and other works, as may be developed or created by Relative Insight from time to time (including such things created in the course of the provision of the Service); all data captured by the Service; the trade mark RELATIVE INSIGHT and any other trade marks, trading names, brand names, logos and other designs, slogans, signs or designations of origin (other than Client IP) adopted or used from time to time by Relative Insight or with its consent in connection with the Service.

Service Data: any information processed, created or collated by Relative Insight in connection with the provision of the Service under this Contract and which may be contained in the Deliverables.

  1. Term and Termination

The Contract will start on the Commencement Date and continue until concluded as set out in the Commercial Terms/Order Form (“Term”).  The Term may be extended as agreed in writing between Relative Insight and the Client.

Relative Insight shall be entitled to terminate this Contract by written notice with immediate effect to the Client in the event that the Client fails to pay the Fees within 7 days of the due date for payment.

The termination or expiry of this Contract shall not affect any accrued rights or liabilities of any party and shall not affect any provision of this Contract intended to have effect after termination or necessary for its interpretation and in particular it shall not affect the confidentiality or intellectual property provisions hereunder or the general provisions below.

  1. Service

Subject to the payment of the Fees and the Client’s compliance with the Contract, Relative Insight shall use its language analysis software or other means, as appropriate, to deliver the Service in accordance with the Specifications and prepare and deliver to the Client the Deliverables in accordance with the provisions of this Contract.

  1. Client’s responsibilities

The Client shall provide all necessary instructions, research criteria, cooperation and support so as to enable Relative Insight to carry out its obligations under the Contract.

  1. Proprietary Rights

Any Client IP shall remain the Client’s sole property and Relative Insight shall not acquire under this Contract or as a result of the provision of the Service or otherwise any right, title or interest in or under any such Client IP.

The Client acknowledges that as a result of the provision of the Service to it, Relative Insight may have access to and may be required to reproduce the Client IP in connection with the Deliverables.  Relative Insight shall refrain from making any use, during the term of this Agreement or at any time thereafter, or from reproducing or otherwise exploiting any of the Client IP incorporated or used in the Deliverables or to which Relative Insight may otherwise have access except in the course of delivering the Service or for internal purposes and record keeping.

Relative Insight shall be the sole owner of the Service Data.  The Parties shall hold the Service Data in confidence for Relative Insight and shall not disclose it to any third party except as authorised by Relative Insight.

As between the parties, Relative Insight is and shall remain the sole owner of and shall have the exclusive right to exploit, use, reproduce, modify or adapt any and all parts of the Service and the Relative Insight IP.  The Client agrees and acknowledges that, except as expressly provided in this Contract, it shall not acquire and it irrevocable disclaims any right, title, interest or licence in or under any of the Relative Insight IP.

Subject to the full payment of the Fees, the Client shall have the right to use and reproduce the Deliverables (as defined in the Commercial Terms) for its internal purposes.  Relative insight shall treat the Deliverables as the Client’s Confidential Information in accordance with these Terms and Conditions, but this shall not prevent use of any Service Data insofar as it is not specific to the Client or its products.

  1. Warranties

Relative Insight warrants to the Client that: (a) it has the right to provide the Service and owns or has the right to use the Relative Insight IP; and (b) shall use all reasonable care, diligence and skill and sound judgment in providing the Service and delivering the Deliverables to the Client in accordance with the Contract.

Other than the warranties set out above, Relative Insight gives no warranty nor makes any representation in relation to the Service, the Deliverables or the Relative Insight IP.  The parties expressly disclaim to the fullest extent permitted by law any representation or warranty by Relative Insight relating to Service, the Deliverables or the Relative Insight IP that may be implied by the Contract, by custom, or by law or otherwise.

  1. Payments

Fees shall be payable by the Client in accordance with the Commercial Terms/Order Form. Unless otherwise specified in the Commercial Terms/Order Form, Relative Insight invoices shall be payable immediately on presentation.

Neither party shall be entitled to assert any credit, set-off or counterclaim against any payment obligations (or part thereof) under this Contract, except undisputed amounts due from the other party to the paying party, if such undisputed debts are due and payable by the due date of payment of the amount due under this Contract.

Without prejudice to any other right or remedy available to Relative Insight, if the Client fails to pay an amount of Fees within 30 days from the due date for payment, Relative Insight shall be entitled to interest on the outstanding amounts at a rate equal to the overdraft rate charged by Relative Insight’s commercial bank, from the date on which the payment originally fell due until the date of receipt of payment in cleared funds.

  1. Limitations On Liability

In no event shall Relative Insight be liable to the Client under this Contract or in connection with the provision of the Service, including for its negligence, for any indirect, incidental, consequential or special damages, including any loss of profits or savings or anticipated profits or savings, loss of data, loss of opportunity, loss or reputation, goodwill or business.

Relative Insight’s maximum total liability for any single event (or a series of related events) giving rise to a claim in connection with this Contract or the Service shall be limited to the total Fees payable to Relative Insight.

Relative Insight shall not be in breach of the Contract, nor liable for any failure or delay in performance of any of its obligations under the Contract where such failure or delay arises from events outside of its control (“Force Majeure Events”). If a Force Majeure Event prevents the proper performance of Relative Insight’s obligations under the Contract and such disruption continues for a continuous period of more than 30 days, either Relative Insight or the Client may terminate the Contract by giving the other 15 days’ prior written notice which shall take effect on the expiry of such notice period unless by that date Relative Insight can resume the proper performance of its obligations.

Notwithstanding anything to the contrary in the Contract, nothing herein shall be deemed to limit a party’s liability for death or personal injury caused by that party’s negligence or for that party’s fraud or fraudulent misrepresentation or for any other liability that cannot be limited or excluded by law.

  1. Confidentiality

Each party (the “Receiving Party”) shall, for the duration of the Term and for an unlimited period of time thereafter, keep confidential all information (whether or not marked as confidential) received from the other party (the “Disclosing Party”) or otherwise obtained by the Receiving Party in connection with the Service relating to the Disclosing Party’s business (“Confidential Information”) and shall not use or disclose such information to any third parties other than as permitted by the Disclosing Party.  The content of the Deliverables and any Service Data insofar as they relate specifically to the Client or its products shall be treated by Relative Insight as the Client’s Confidential Information.

The requirements of this section shall not apply: (i) to any information to the extent that it is or becomes (not as a result of a breach of this section) generally available to the public; or (ii) to any disclosure of information required by law or other regulations or by order or determination of any competent authority, subject where possible to reasonable prior consultation with the Disclosing Party and provided that in the event that such disclosure is required, the Receiving Party shall take reasonable steps to protect the confidentiality of the information and to limit the disclosure as much as possible

  1. Privacy and Data Protection

Relative Insight has a Privacy Policy which also covers data protection and GDPR. By agreeing to Relative Insight’s Terms and Conditions, the client is also acknowledging that they have read, understand and accept this Privacy Policy. In particular, the client accepts responsibility for the content and ownership of all data that they upload or provide to Relative Insight as part of using the offered service, and ensuring the data is compliant (where relevant) to applicable Data Protection laws and regulations.

  1. Fair use policy

The client will be held to Relative Insight’s fair use policy which states that each project will have a maximum of five language sets uploaded into it per month, if the client exceeds this fair use policy then they will be in overage. Overage is charged at a minimum of £600 ($750 USD) per month providing the client an additional five language sets which can be uploaded in that given month either into existing projects or through the creation of one additional project – there is no upper limit on the number of additional language set uploads or projects that can be purchased in any given month

  1. General

The Contract is personal to the parties and neither party shall be entitled to assign or transfer its rights or obligations without the other’s prior written consent.

Nothing in this Contract shall create, or be deemed to create, a partnership or joint venture and shall not be construed as giving rise to the relationship of principal and agent between the parties.

A person who is not a party to this Contract shall have no rights to enforce the provisions of this Contract under the Contracts (Rights of Third Parties) Act 1999.

No modification, alteration or waiver of any of the provisions of this Contract shall be effective unless in writing and signed on behalf of each of the parties.

These Terms and Conditions, together with the Commercial Terms constitute the entire agreement between the parties and supersede all other agreements, statements, letters and other arrangements between the parties in relation to the subject matter hereof. Each party acknowledges that it has not relied on or been induced to enter this Contract by a representation other than those expressly set out in this Contract. This clause does not affect a party’s liability in respect of a fraudulent misrepresentation.

This Contract and any dispute between the parties arising out of the subject matter of this Contract including as to its formation, interpretation and effect and including claims based on non-contractual grounds shall be governed by English law and the parties submit to the exclusive jurisdiction of the courts of England.