Terms of Service


CRO Terms of Service Version 1.3

These terms apply to all services which you buy from us and which we provide to you, unless something different is agreed between you and us in writing and will apply regardless of whether you send us or mention any other terms and conditions. These terms will form part of a legally binding agreement between you and us and set out what you can expect of us, what we expect of you and how each of us can work together to make sure we continue to enjoy a mutually beneficial relationship.

IT IS IMPORTANT THAT YOU READ THESE TERMS CAREFULLY, ESPECIALLY SECTION 12.

Please note that, due to the pace of change in our industry, we update these terms from time to time. Each time you place an order with us, please make sure you check for any changes to these terms since the last time you read them. Any changes we do make to these terms will only apply to orders which you place after the changes were made and will not affect orders which we have already accepted in line with these terms.

In order to keep these terms as simple as possible we have used defined words (and you can see more details about these in section 17) and we have tried to avoid using technical language. However, being a legal document, inevitably we have had to use some legal terminology.

Where these terms mention “client”, “you” or “your”, that will be a reference to you, the customer as detailed in the order form. Where these terms mention “we”, “us”, “RedEye” or “our”, that will be a reference to us, Red Eye International Limited trading as RedEye. Note however that a reference to “each of us” shall be a reference to both you and us, and a reference to “either of us” shall be a reference to either you or us (or both) as is applicable.

1.         Our Ordering Process

1.1       If you wish to buy services from us, we will give you an order form and you can place an Order by signing and returning this to us.
1.2       By placing an Order with us, you are just making an offer to buy the Services from us. Our Agreement will not actually become legally binding on you and us, until we have accepted the Order, by either:
(a)        confirming to you in writing that we have accepted the Order (which we might do by countersigning your order form or providing you with a separate confirmation); or
(b)        by starting to provide you with the Services,
whichever happens first.
1.3       If we provide you with a quote or proposal, it is exactly that and until an Order has been placed and accepted in line with these terms it is not binding on either of us. Any quote or proposal we give you will only be valid for 30 days.

2.         Duration of Our Agreement

2.1       Our Agreement will start on the Effective Date and will continue until it is ended by you or us in line with these terms.
2.2       Either of us can end our Agreement by giving not less than 60 days prior notice in writing, but that notice must expire on an anniversary of the Live Date.

3.         Providing the Services

3.1       We will provide you with the Services in line with these terms.
3.2       The Services will be provided to you in line with Good Industry Practice and applicable UK law.
3.3       From time to time we may update or change the Services or the way in which we deliver them. We can do this without your permission so long as these updates or changes do not have a materially negative impact on the Services.

4.         Your Use of the Services

4.1       In using the Services you must comply with any User Guides, industry best practice and applicable law
4.2       Except as provided for in this Agreement, in using the Services you must not:
(a)        copy, modify, reproduce or decompile any part of the Services or any Materials without our written permission (except to the extent your right to do these things cannot be excluded by law or where you are making reasonable copies of any Materials to be able to use the Services) or use any part of Services or any Materials to build any competing services;
(b)        use the Services or Materials for anything other than your own day to day business purposes and must not provide or resell any part of the Services or any Materials to a third party or give or assist a third party in getting access to or using the Services or any Material;
(c)        store, distribute or transmit any material that is infringing, defamatory, harmful, threatening, obscene, offensive, unlawful, facilitates or promotes unlawful activity or depicts sexually explicit images.

5.         Fees

5.1       Unless agreed otherwise between you and us in writing, we will invoice you for:
(a)        Set-Up Fees at the end of the month in which we begin Set-Up (where applicable);
(b)        Licence Fees or Contracted Fees in advance, at the start of each annual period or contract period, starting on the Live Date; and
(c)        Additional Fees in arrears, at the end of the month in which they were incurred.
5.2       You must pay our invoices in full within 30 days of the date of our invoice. If you do not then (without limiting any other right we might have) we can charge interest on the overdue amounts at the rate of 4% per annum above the Bank of England base rate from time to time. This interest will be applied on a daily basis from the date the amount is due until you pay us in full.
5.3       If you require a Purchase Order (PO) you must provide this to us in advance of our invoice and in line with section 5.1.
5.4       Unless we both agree otherwise, when providing you with Additional Services, we can charge for our reasonable travel, accommodation, food and drink expenses and any resource fees will be charged out at our standard resource rates which we will provide you with at the time if you ask. Our standard resource rates assume that work will not be required outside of normal working hours (9.00 a.m. to 5.30 p.m. on a business day), and if it is, we can increase our standard resource rates for the work undertaken.
5.5       If you have a genuine dispute about any invoice, you have to tell us about this within 10 days of receiving our invoice. You still have to pay us any undisputed parts of the invoice whilst we discuss the disputed part.
5.6       All amounts which you have to pay under our Agreement are, unless we state otherwise, quoted exclusive of VAT, which is payable at the applicable rate on receipt of a VAT invoice, together with the rest of the amount you have to pay.
5.7       We can offset any amount which we owe to you, against any amount which you owe to us under our Agreement or any other agreement between you and us.

6.         Third Party Technology

6.1       We may use or give you access to or use of Third Party Technology as part of the Services.
6.2       Occasionally, the provider of Third Party Technology may ask that we audit your use of the Services and Third Party Technology. If we are asked to do this, then you must provide us with reasonable assistance and access to information to enable us to undertake the audit and you recognise that we are allowed to report the audit results to the provider of the Third Party Technology.

7.         Rights in the Services

7.1       The Services and the Materials, and all IPR in them will, at all times, remain our property (or in some cases, for instance Third Party Technology, the property of our licensors) and you do not have permission to use the Services or Materials other than in line with our Agreement.
7.2       The Customer Data, and all IPR in it will, at all times, remain your property and we do not have permission to use it other than to be able to provide the Services in line with our Agreement.

8.       Your Indemnity

8.1     We will indemnify you against any loss and reasonable costs which you suffer as a result of any claim that the Services or the Materials infringe the IPR of a third party except where that claim arises directly or indirectly as a result of:
(a)        any Customer Data;
(b)        the Customer Websites or Customer Databases; and/or
(c)        any changes, modifications or repairs to the Services or Materials which are not undertaken or authorised by us;
and provided that you tell us of the claim as soon as possible, you do not admit liability or settle the claim and you give us full control of running, defending and settling the claim. You still must mitigate any losses and costs which you might suffer, which you try to recover under this indemnity.
8.2     If we reasonably believe that the Services or Materials might infringe the IPR of someone else, we can replace or modify the infringing element of the Services or Materials without your permission.

9.       Personal Data

9.1     You recognise that in relation to personal data that we may process in providing the Services, we will be a data processor and you will be the data controller, and therefore we will comply with our obligations under Data Protection Laws and will:
(a)        use such personal data only for carrying out our obligations under our Agreement;
(b)        process such personal data in line with your reasonable instructions;
(c)        take appropriate, technical and organisational measures to prevent unauthorised or unlawful processing or accidental loss or destruction of or damage to such personal data; and
(d)        not transfer the whole or any part of any such personal data to any place outside the European Economic Area without your permission.
9.2     Whilst we have responsibilities when processing personal data, it is your responsibility to make sure that you are complying with Data Protection Laws and have the correct and up-to-date consents and permissions for the processing of any personal data, including by getting any marketing consents and putting appropriate cookie policies on Customer Websites. If we suffer any kind of loss or pay out any amount or incur any costs as a result of you failing to comply with this section 9.2 then you must reimburse and compensate us in full (without us having to mitigate) for these losses, amounts and costs and the limitations and exclusions of liability in section 12 do not apply to this section 9.2.
9.3     Given the importance of this section 9, we both agree that if either of us breach it, that will be considered a material breach of our Agreement.
9.4     The terms “personal data”, “data controller”, “data processor” and “process” in this section 9 have the meanings given in the Data Protection Act 1998.

10.       Confidential Information

10.1     Each of us (the receiving party) shall keep in strict confidence all Confidential Information which has been disclosed by the other (the disclosing party) or the disclosing party’s employees, agents or subcontractors.
10.2     The receiving party shall only disclose Confidential Information to those of its employees, agents and subcontractors who need to know it for the purpose of complying with the receiving party's obligations under our Agreement, and shall make sure that those employees, agents and subcontractors comply with the obligations set out in this section 10 as though they were a party to our Agreement.
10.3     Each of us will make sure that reasonable precautions are taken to protect any Confidential Information (and these shall be at least as effective as those taken to protect each of our own confidential information).
10.4      This section 10 will not apply to any Confidential Information which:
(a)               was already known to the receiving party;
(b)              becomes public without breach of our Agreement by the receiving party; or
(c)              a third party discloses the information without breaching any duty of confidence owed to the disclosing party.
10.5     The receiving party may disclose such Confidential Information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction.

11.       Ending Our Agreement

11.1     We can end our Agreement or suspend the Services by giving you notice in writing if:
(a)        you are in material breach of our Agreement and, where it is possible to correct the breach, you have not corrected this within 30 days of us giving you notice in writing asking you to do so;
(b)        you have not paid an invoice (other than parts disputed in line with section 5.5) within 30 days of the date of our invoice; or
(c)        you suffer an Insolvency Event.
11.2     You can end our Agreement by giving us notice in writing if:
(a)        we are in material breach of our Agreement and, where it is possible to correct the breach, we have not corrected this within 30 days of you giving us notice in writing asking us to do so; or
(b)        we suffer an Insolvency Event.
11.3     If our Agreement ends for any reason then:
(a)        we can send you an invoice for any Services we have provided you with but have not invoiced you for, and all of our invoices will become payable immediately;
(b)        you will remove any associated Tag which we have provided or placed on the Customer Websites from all Customer Websites, and;
(c)        each of us will promptly return to the other or, if asked, destroy any Confidential Information and other materials of the other (including in our case, the Materials).
11.4     Any of these terms that expressly or by implication are intended to come into or continue in force on or after our Agreement ends (including sections 5.2, 5.3, 7, 8, 9.2, 10, 11.3, 11.4, 11.5, 12, 13, 14, 17 and 18), will remain in full force and effect.
11.5     When our Agreement ends, this will not affect any rights, remedies, obligations or liabilities of the parties that have accumulated up to that date, including the right to claim damages in respect of any breach of our Agreement which existed at or before that date.

12.       Liability – PLEASE READ THIS SECTION CAREFULLY

12.1     There are certain things which parties to a contract cannot limit or exclude liability for by law, for example fraud, fraudulent misrepresentation and death or personal injury caused by negligence. Nothing in this section 14 or anywhere else in our Agreement excludes liability for these things. This section 12 also does not limit your liability to pay the Fees in any way.
12.2     There are other things however, for which liability can be limited or excluded, and you recognise that the Fees take account of the liability which we are able to accept under our Agreement and the limitations and exclusions set out in this section 12.
12.3     Neither we or you will be liable to the other for any Loss the other suffers to the extent that loss is
(a)        loss of: (i) revenue; (ii) business; (iii) profits; (iv) savings; or (v) reputation;
(b)        loss of or damage to data;
(c)        business interruption costs or losses; or       
(d)        indirect or consequential loss.
12.4     We will not be liable to you for any Loss you suffer to the extent that loss is caused by an Excluded Issue or for any Loss which is caused by your failure to comply with these terms.
12.5     In each contract year (the first of which runs for 12 months from the Effective Date, and then for each subsequent 12 month period), our total aggregate liability to you in respect of all other Loss shall in no circumstances exceed the total Fees which have been paid or which are payable in relation to that contract year.
12.6     All terms, conditions and warranties implied by law as to the quality of fitness for any particular purpose of the Services are excluded to the fullest extent allowed by law.
12.7     Neither we or you shall be liable to the other for any Loss the other suffers unless legal proceedings are commenced and issued within 2 years of the claim arising (whether the claim is in contract, tort (including negligence), breach of legal duty or otherwise).

13.       Other Important Terms

13.1     Events Outside of Our Control
We live in unpredictable times. We will not be liable or responsible for any kind of non-performance or delay if this is due to circumstances that are beyond our reasonable control.
13.2     Changes
Unless we have said elsewhere in these terms that we can change something, any changes to our Agreement have to be agreed between you and us in writing.
13.3     Waivers
If we fail to exercise any of our rights or remedies provided under our Agreement or by law, or if we only exercise any right or remedy in part, this shall not be a waiver of that or any other right or remedy and it shall not prevent or restrict us from further exercising that or any other right or remedy.
13.4     Our Entire Agreement
Our Agreement is the entire agreement between you and us. You recognise that you have not relied on any statement, promise or representation made or given by us or on our behalf which is not set out in our Agreement.
In particular, any presentations, worked examples, or projections which we give you are illustrative only and based on estimates to give you an idea of our services, but do not form part of our Agreement.
13.5     Enforceability
If any provision of our Agreement is found to be invalid or unenforceable for any reason, then the other provisions of our Agreement shall be unaffected as if the invalid or unenforceable part did not exist.
13.6     Our Relationship
We are your independent contractor. Our Agreement will not create any type of employment, legal partnership or agency relationship.
If, as a result of the application of the Transfer Regulations or otherwise, the employment of any person (or any claim or liability related to such person) who has been employed or engaged by you or any third party transfers or is deemed to transfer to us as a result of or connected to our Agreement or us providing you with the Services, then we may dismiss such persons (which we may do immediately) and you must reimburse and compensate us in full (without us having to mitigate) in respect of any Employment Liabilities that arise and the limitations and exclusions of liability in section 12 do not apply to this section 13.6. In the event that there is any such transfer you must comply with your obligations under the Transfer Regulations and must, at your own cost, co-operate with us and promptly provide us with all such information as we request in relation to such person and the transfer.
13.7     Third Parties
RedEye may use reputable third party agents and sub-contractors in the course of providing some or all of the Services. RedEye acknowledges that Client may use third party agents, professional advisers and consultants in the course of marketing its business. Each party shall co-operate with such third parties in accordance with any reasonable written instructions provided by the other party from time to time.
13.8     Transferring Our Agreement
Neither party can assign, sub-contract or otherwise transfer this Agreement or any rights or obligations under it without the other’s prior written consent. We can however assign, sub-contract or otherwise transfer our Agreement or any rights or obligations under it without your permission. If we do assign or transfer our Agreement to someone else, we use reasonable efforts to tell you about this before or shortly after the assignment or transfer.
13.9     Notices
If either of us is giving notice to the other under these terms, then this can be done by recorded post or by email. If we are giving you notice, we can send this to the postal or email address which you have given on your order form or which you have otherwise provided us with. If you are giving us notice, you can send it to our registered office marked for the attention of your account manager or send by email to your account manager to the email address which your account manager has provided you with. Postal or email addresses for notices can be updated by giving notice in line with this section 13.9.
Notices sent by recorded post will automatically be deemed to have been delivered 2 business days after posting. Notices sent by email will be automatically deemed to have been delivered on the day of sending if sent before 5.00 p.m. on a business day, otherwise at 10.00 am on the next business day, unless a delivery failure report or an out of office reply is received. If you receive a delivery failure report or an out of office reply, you must ensure you send the notice in another way that is allowed under this section 13.9.

14.       Disputes

14.1     Each of us will nominate representatives to deal with any disputes which arise under our Agreement. The identity of these representatives can be changed at any time. The table below sets out the level each representative should be at each stage of the resolution process.
 

Us You
Account Manager Manager
Head of Account Management Senior Manager
CRO Director Director

14.2     Each of us will refer any dispute that arises under or in connection with our Agreement to the representatives (the first reference being made by either stage one representative to the other in writing). The representatives will discuss the issue within 14 days (or such other period we both agree to) at a mutually agreed time, to try and seek resolution or decide upon a course of action for resolution of the dispute. If the dispute cannot be resolved in these timescales or a time for discussion cannot be agreed within these timescales, either of us can refer the dispute to the next level of representative.
14.3     If any dispute has not been settled or a course of action for its settlement agreed within the timescales set out above, either of us may commence legal proceedings.
14.4     Nothing in this section 16 will prevent either of us seeking injunctive relief or commencing legal proceedings to recover any debts due and payable.

15.       Anti-Bribery

15.1     Each of us shall comply with all laws and regulations relating to anti-bribery and anti-corruption, including the Bribery Act 2010, and whilst our Agreement is in force, have and maintain suitable policies and procedures to ensure such compliance and enforce them appropriately.
15.2     Neither we or you shall engage in any activity, practice or conduct which would be an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK.

16.       Applicable Law

Our Agreement and any disputes which arise out of or in connection with our Agreement, whether the dispute is a contractual one or not, shall be governed by English law and shall be subject to the exclusive jurisdiction of the courts of England and Wales.

17.       Definitions and Interpretation

17.1     The definitions we use in these terms are as follows:
“Additional Fees” means our fees and expenses for providing you with any Additional Services.

  • “Additional Services” means any services which we agree to provide you from time to time which are not completing Set-Up or the Available Services.
  • “Agreement” means the legally binding agreement between you and us for services which comes into existence in line with these terms and incorporates these terms and the Order.
  • “Available Services” means services, products, tools and/or solutions which we will provide you with or make available which are set out in the Order together with any help and support services within the scope set out in these terms.
  • “Confidential Information” means any technical or commercial know-how, specifications, processes or initiatives which either of us receive from the other, or information either of us receive about the other’s business, affairs, customers, clients, suppliers, strategy, test result, plans or market opportunities which are of a confidential nature and any other confidential information received.
  • “Customer Data” means any data (including personal data) about your customers, users of the Customer Websites or people on the Customer Databases.
  • “Customer Databases” means your customer database(s) in relation to which we provide you with the Services.
  • “Customer Websites” means your website(s) in relation to which we provide you with the Services.
  • “Data Protection Laws” means the Data Protection Act 1998, the Privacy and Electronic Communications (EC Directive) Regulations 2003 and all laws and regulations relating to processing of personal data and privacy, including the guidance and codes of practice issued by the Information Commissioner from time to time or accepted best practice.
  • “Effective Date” means the date on which the Order is accepted by us in line with these terms.
  • “Employment Liabilities” means all costs, losses, proceedings (including any applicable Court or Tribunal fees), actions, claims, demands, liabilities, damages and obligations which we incur or are liable for (including our legal costs and expenses) arising out of or in connection with a person's employment and/or its termination and/or any claim for a failure to consult in relation to a transfer that could be brought by such person or any employee representative on behalf of such person (in each case whether on before or after such person's transfer).
  • “Fees” means any Set-Up Fees, Licence Fees and Additional Fees.
  • “Good Industry Practice” means the level of skill and diligence that you would reasonably expect of a service provider in our industry performing similar services, in a similar context and for a similar fee.
  • “Insolvency Event” means: (i) convening a meeting of creditors or a proposal is made for any composition, scheme or arrangement with creditors; (ii) being unable to pay debts within the meaning of section 123 of the Insolvency Act 1986; (iii) a trustee, receiver or administrative receiver or similar officer being appointed in respect of all or any part of a business or a business’s assets; (iv) a petition is presented or a meeting is convened to consider a resolution (or other steps are taken) for winding-up, other than for a solvent amalgamation or reconstruction; or (v) 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.
  • “IPR” means patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and 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.
  • “Licence Fees” means any recurring fees set out in the Order for the provision of the Available Services.
  • “Live Date” means the date on which we have completed Set-Up and notify you that this has been completed.
  • “Loss” means any loss, damage or claim arising under or in connection with our Agreement, whether in contract, tort (including negligence), breach of legal duty or otherwise.
  • “Materials” means any documents, guides, videos, reports or other materials belonging to us or which we provide or make available to you in providing you with the Services, including User Guides.
  • “Order” means your order for Services which is set out in your order form which contains details of the Services which you have requested from us.
  • “Services” means completing Set-Up, the Available Services and any Additional Services.
  • “Set-Up” means the configuration of the Available Services which we need to do in order to make them available to you.
  • “Set-Up Fees” means any fees set out in the Order for Set-Up.
  • “Third Party Technology” means any software, tools, code, hardware or other technology which is not our own proprietary technology.
  • “Transfer Regulations” means the Transfer of Undertakings (Protection of Employment) Regulations 2006 or equivalent in any other jurisdiction.
  • “User Guides” means any user guides, e-learning materials, documentation, instructions or acceptable use policies which we provide you with from time to time in relation to your set-up or use of the Services.

17.2     In these terms: (i) the headings are included for convenience only; (ii) the expressions "including", "include", "in particular", "for example" and any similar expressions shall not limit the preceding words; (iii) words in the singular shall include the plural and vice versa, references to any gender shall include all genders and references to legal persons shall include natural persons and vice versa; (iv) references to any law or regulation will, unless the context otherwise requires, be construed as including references to any amended and/or replacement statute or statutory provision; (v) references to "writing" and "written" shall include electronic communication by email, other than where we are agreeing changes to our Agreement; (vi) reference to “business days” shall mean any day, other than a Saturday, Sunday or public holiday in England; and (vii) if there is any conflict between these terms and any documents referred to in these terms (for example, our Service Level Agreement), these terms will prevail.