Where these terms mention “you” or “your”, that will be a reference to you, the client named in the Order Form. Where these terms mention “we”, “us” or “our”, that will be a reference to us, REO Digital a company registered in England and Wales under company number 03975096 whose registered office is Chinaworks, 100 Black Prince Road, London, United Kingdom, SE1 7SJ. Note, however, that a reference to “each of us” will be a reference to both you and us, and a reference to “either of us” will 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 provide you with an Order Form and you may place an order by signing and returning this to us.
1.2. By signing and returning an Order Form, 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 Form by either:
1.2.1. confirming to you in writing that we have accepted the Order Form (which we might do by countersigning your order form or providing you with a separate confirmation); or
1.2.2. 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 Form 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 thirty (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 “The Term”, unless:
2.1.1. either of us end our Agreement by giving not less than 60 days prior notice in writing, but that notice must expire on an anniversary of the Effective Date; or
2.1.2. otherwise terminated in accordance with this Agreement.
3. Providing the services
3.1. We warrant that the Services will be performed substantially in accordance with the scope outlined in the Order Form, with reasonable skill and care and in line with Good Industry Practice and applicable law.
3.2. From time to time we may update or change the Services or the way in which we deliver them, including through the use of third party infrastructure providers, analytics platforms, workflow management tools, operational tooling, collaboration platforms and other operational technologies, provided such updates or changes do not materially negatively affect the nature or quality of the Services. We may also update the Services as necessary to comply with applicable law.
3.3. Our warranty under Condition 3.1 will not apply to the extent any non-conformance is caused by use of the Services contrary to our instructions, or modification or alteration of the Services by any party other than us.
3.4. Notwithstanding Condition 3.3, we:
3.4.1. do not warrant that your use of the Services will be uninterrupted or error-free;
3.4.2. do not warrant that the Services, Materials and/or the information obtained by you through the Services will meet your requirements; and
3.4.3. are not responsible for any delays, delivery failures or any other loss or damage resulting from the transfer of data over communication networks and facilities, including the internet, and you acknowledge that the Services and Materials may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
3.5. This Agreement will not prevent us from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under the Agreement.
3.6. As part of the provision and ongoing evolution of the Services, REO Digital may utilise third party technologies, operational tooling, automation systems, artificial intelligence and machine learning tools, analytics enhancement tools and related technologies to support service delivery, reporting, workflow management, analysis, insight generation, quality assurance, operational efficiency and related business functions. Where REO Digital uses artificial intelligence or machine learning tools in connection with the Services, it shall do so via enterprise or API-tier access under applicable data processing agreements, and shall maintain human oversight and governance in relation to the outputs and Services provided to you.
4. Your use of the services
4.1. Subject to you paying the Fees and complying with the restrictions set out in this Condition 4 and the other Terms and Conditions of this Agreement, we will provide the Services and the Materials during the Term solely for your internal business operations.
4.2. In using the Services, you must:
4.2.1. comply with any User Guides, industry best practice and applicable law;
4.2.2. have appropriate access and security policies and procedures, to prevent any unauthorised access to or use of the Services and keep all usernames and passwords and other security details which you are provided with secure and confidential (and you acknowledge that you must be solely responsible for any use of the Services using such access details); and
4.2.3. have appropriate policies and procedures to prevent the introduction of any Viruses. You must tell us promptly if you become aware of or suspect any unauthorised access or use or the introduction of any Viruses.
4.3. In using the Services, you must not:
4.3.1. 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 the Services or any Materials to build any competing services;
4.3.2. 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 Materials;
4.3.3. store, distribute or transmit: (i) any Viruses; or (ii) any material during the course of your use of the Services that is infringing, defamatory, harmful, threatening, obscene, offensive, unlawful, facilitates or promotes unlawful activity or depicts sexually explicit images, is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or is otherwise illegal or causes damage or injury to any person or property and we reserve the right, without liability or prejudice to your other rights, to disable your access to any material that breaches the provisions of this Condition and/or immediately suspend access to the Services without liability until such matter is remedied to our satisfaction;
4.3.4. try to bypass, deactivate or otherwise circumvent any security mechanisms in the Services or Materials, including any mechanism used to restrict or control the functionality of any third-party online tools that are critical to the provision of the services which we provide or assist you with access to;
4.3.5. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Materials available to any third party; or
4.3.6. attempt to obtain, or assist third parties in obtaining, access to the Services and/or Materials.
4.4. You agree that you will, if so requested, provide to us a short case study and/or positive feedback based on your experience of the Services, which we may use in promoting the Services and REO in general.
5. Fees
5.1. Unless agreed otherwise between you and us in writing, we will invoice you for:
5.1.1. Fees in advance at the start of the month in which we begin Services “Go Live”;
5.1.2. Licence Fees for any third-party tools in accordance with the payment schedule agreed and detailed Schedule 1 of this agreement;
5.1.3. Any 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 thirty (30) days of the date of our invoice. If you do not then (without limiting any other right we might have) we:
5.2.1. subject to Condition 5.3, may 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; and/or
5.2.2. disable access to all or part of the Services and we will be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid.
5.3. If you have a genuine dispute about any invoice, you must inform us of this within ten (10) days of receiving our invoice. You must still pay us any undisputed parts of the invoice while we discuss the disputed part. Interest will only accrue on any disputed sum from the day following agreement or any ruling that such amount is due and payable.
5.4. We may 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.
5.5. If you require a Purchase Order (PO) you must provide this to us in advance of our invoice and in line with Condition 5.1 and in a form acceptable to us.
5.6. Unless we both agree otherwise, when providing you with Additional Services, we may 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 on request. Our standard resource rates assume that work will not be required outside of normal working hours (9:00am to 5:30pm on a business day) and, if it is, we may increase our standard resource rates for the work undertaken.
5.7. All amounts which you have to pay under our Agreement are, unless we state otherwise, payable in pounds sterling and 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.
5.8. We are entitled to increase Fees:
5.8.1. no more than once annually, capped at the greater of: (i) the increase in the Consumer Prices Index in the preceding 12 months; or (ii) 5%; and/or
5.8.2. with effect from the start of each Renewal Period,
in each case upon ninety (90) days’ prior notice to you.
6. Third party technology
6.1. We may use, provide access to, integrate with, or otherwise utilise Third Party Technology, Technology & Infrastructure Providers and operational systems & tooling in connection with the provision of the Services.
6.2. Third Party Technology may include hosting providers, cloud infrastructure providers, analytics platforms, experimentation platforms, workflow management tools, collaboration platforms, communication services, reporting tools, operational technologies, automation technologies, artificial intelligence and machine learning tools and services, and other third party systems used in connection with the Services.
6.3. An up to date list of REO Digital’s approved Technology & Infrastructure Providers and Sub Processors is available at:
https://www.reodigital.com/subprocessors/
or such replacement URL as we may notify from time to time.
6.4. From time to time, the provider of Third Party Technology may require us to audit or review your use of the Services or the relevant Third Party Technology. Where reasonably required, you shall provide reasonable assistance and access to relevant information to enable us to undertake such audit or review and you acknowledge that we may report the results to the relevant third party provider.
6.5. We make no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content, operation, availability, performance or use of any Third Party Technology, or in relation to any acts, omissions or correspondence of the applicable third party provider.
6.6. We may update, replace or discontinue Third Party Technology, Technology & Infrastructure Providers or operational technologies used in connection with the Services from time to time, provided that such changes do not materially negatively affect the nature or quality of the Services.
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 Client 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 and you will have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Client Data.
7.3. We must, in providing the Services, comply with the terms of our Privacy Policy.
8. 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:
8.1.1. any Client Data;
8.1.2. the Client Websites;
8.1.3. your use of the Services or Materials in a manner contrary to our instructions;
8.1.4. your use of the Services or Materials after receipt of notice of the alleged or actual infringement; and/or
8.1.5. any changes, modifications or repairs to the Services or Materials which are not undertaken or authorised by us;
8.1.6. 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 may replace or modify the infringing element of the Services or Materials without your permission or, if that is not reasonably possible, we reserve the right to terminate the Agreement in whole or in part by immediate written notice (in which circumstance we will refund to you any fees paid in respect of the period following termination).
8.3. Conditions 8.1 and 12.5 state your exclusive rights and remedies, and our (including our employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement or alleged infringement of any patent, copyright, trade mark, database right or other IPR.
8.4. You must defend, indemnify and hold us harmless 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 your use of the Services and/or Materials, provided that:
8.4.1. you are given prompt notice of any such claim;
8.4.2. we provide reasonable co-operation to you in the defence and settlement of such claim, at your expense; and
8.4.3. you are given sole authority to defend or settle the claim, subject to our prior written approval of any proposed settlement terms or admissions (such approval not to be unreasonably withheld or delayed).
9. Personal data
Duration and application
9.1. The terms of this Condition 9 will apply to all Client Data.
9.2. Unless otherwise agreed in writing, we (REO) will be Data Processor and you will be Data Controller in respect of all Client Data.
9.3. Each party shall comply with applicable Data Protection Legislation in connection with the Processing of Client Data and the performance of its obligations under this Agreement.
Data Processor obligations
9.4. The Data Processor shall process Client Data solely for the purposes agreed with the Data Controller and only to the extent reasonably necessary for the provision of the Services. The parties envisage that such Processing may include analytics, reporting, experimentation, customer identification, research, workflow management, service optimisation, targeting, marketing communications, operational delivery, security, quality assurance and related business activities associated with the Services.
9.5. The Data Processor may utilise Technology & Infrastructure Providers, operational technologies and Sub Processors in connection with the provision of the Services, provided that such Processing remains subject to appropriate contractual, confidentiality, security and data protection obligations.
9.6. The Data Processor shall, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk to the rights and freedoms of natural persons, implement appropriate technical and organisational measures designed to ensure a level of security appropriate to the risk of unauthorised or unlawful Processing or accidental loss, destruction or damage of Client Data.
9.7. The Data Processor shall ensure that any persons authorised to Process Client Data are subject to appropriate obligations of confidentiality and security in relation to the Client Data.
9.8. The Data Processor may appoint or replace Sub Processors and Technology & Infrastructure Providers from time to time in connection with the provision of the Services. An up to date list of approved providers is available at:
https://www.reodigital.com/subprocessors/
or such replacement URL as REO Digital may notify from time to time.
REO Digital shall provide the Data Controller with not less than 30 days’ prior written notice of any intended addition or replacement of a Sub Processor. During that period, the Data Controller may object to the change in writing, setting out reasonable grounds for the objection. REO Digital shall consider any such objection in good faith. If the parties are unable to agree a resolution within the notice period, either party may terminate the relevant Services on written notice without penalty, save that any Fees paid in respect of the period following termination shall be refunded. If the Data Controller does not object within the notice period, the change shall be deemed accepted.
Notwithstanding the above, REO Digital may make changes to Sub Processors on shorter notice where required by law or in response to a security incident, provided that REO Digital notifies the Data Controller as soon as reasonably practicable.
9.9. The Data Processor shall remain responsible for the acts and omissions of any Sub Processor engaged in connection with the Services to the extent required under applicable Data Protection Legislation.
9.10. The Data Processor shall, without undue delay, inform the Data Controller if an incident involving the Data Processor or any Sub Processor has resulted, or may reasonably result, in unauthorised access to, disclosure of, loss of, or damage to Client Data (“Data Breach”).
9.11. The Data Processor shall provide reasonable assistance to the Data Controller in relation to:
9.11.1. compliance with security obligations under applicable Data Protection Legislation;
9.11.2. responding to Data Subject rights requests;
9.11.3. undertaking data protection impact assessments where reasonably required; and
9.11.4. responding to investigations or enquiries from Supervisory Authorities.
9.12. The Data Processor shall, without undue delay, pass on to the Data Controller any notices, requests or other communications received from a Data Subject relating to Client Data and shall not respond directly unless authorised by the Data Controller or required by law.
9.13. The Data Processor may Process or transfer Client Data outside the United Kingdom or European Economic Area where appropriate safeguards are in place in accordance with applicable Data Protection Legislation.
9.14. The Data Processor shall maintain records of Processing activities relating to Client Data to the extent required under applicable Data Protection Legislation.
9.15. The Data Processor shall maintain reasonable organisational, technical and governance controls in relation to the technologies and providers used in connection with the Services.
9.16. REO Digital shall not permit Client Confidential Information or Client Data to be used for the training, fine-tuning or improvement of any artificial intelligence or machine learning model, whether publicly available or otherwise. REO Digital shall implement and maintain appropriate technical measures to give effect to this obligation, including ensuring that where artificial intelligence or machine learning tools are used in connection with the Services, such tools are accessed via enterprise or API-tier agreements under which the relevant provider is contractually prohibited from using inputs for model training purposes. This clause does not prevent REO Digital from using aggregated, anonymised and non-identifiable information for internal benchmarking or quality assurance purposes, provided that no Client Confidential Information or Client Data can be identified or derived from such information.
9.17. The Data Processor shall appoint a data protection contact where required under applicable Data Protection Legislation. At the date of this Agreement, privacy related enquiries may be directed to:
Data Controller obligations
9.18. The Data Controller shall provide all reasonable assistance and cooperation as the Data Processor may reasonably request in connection with the Client Data, including making available representatives to provide prompt and accurate instructions.
9.19. The Data Controller warrants that it has complied with applicable Data Protection Legislation in acquiring and providing the Client Data to the Data Processor.
9.20. The Data Controller represents and warrants that:
9.20.1. Client Data has been lawfully and fairly collected and Processed;
9.20.2. it has a lawful basis for Processing and sharing the Client Data with the Data Processor; and
9.20.3. where consent is relied upon, it maintains appropriate records of such consent.
9.21. The Data Controller shall not knowingly or recklessly do anything that would cause the Data Processor to breach applicable Data Protection Legislation.
9.22. The Data Controller shall notify the Data Processor without undue delay if it becomes aware of any security incident, unlawful Processing or complaint relating to Client Data provided to the Data Processor.
9.23. The Data Controller shall ensure that it provides clear, lawful and proportionate instructions relating to the Processing of Client Data.
Audit and compliance
9.24. The Data Processor shall, upon reasonable written request, provide information reasonably necessary to demonstrate compliance with this Condition 9.
9.25. Any audit rights exercised by the Data Controller shall:
9.25.1. be subject to reasonable prior written notice;
9.25.2. occur during normal business hours;
9.25.3. not unreasonably disrupt the Data Processor’s business operations;
9.25.4. be limited to information reasonably necessary to assess compliance with this Condition 9; and
9.25.5. be subject to appropriate confidentiality obligations.
9.26. The Data Processor reserves the right to charge a reasonable fee for excessive, repetitive or burdensome audit requests.
9.27. The Data Processor shall promptly inform the Data Controller if it believes that any instruction from the Data Controller infringes applicable Data Protection Legislation.
9.28. The Data Processor shall promptly investigate any Data Breach and provide reasonable cooperation, updates and information relating to remediation activities and risk mitigation measures.
Liability
9.29. Subject to Condition 12.3, the Data Processor’s liability to the Data Controller arising in connection with this Condition 9 or the Processing of Client Data shall, to the extent permitted by law:
9.29.1. be limited to direct losses only; and
9.29.2. not exceed one million pounds (£1,000,000) per claim or series of related claims.
Termination
9.30. On termination of this Agreement, save to the extent retention is required by law, regulation, insurance requirements or legitimate internal compliance obligations, the Data Processor shall, upon written request from the Data Controller, securely return or destroy Client Data within a reasonable period.
9.31. REO Digital may, on not less than thirty (30) days’ notice, update this Condition 9 where reasonably necessary to:
9.31.1. reflect changes in applicable Data Protection Legislation;
9.31.2. implement updated controller to processor clauses;
9.31.3. reflect operational, security or infrastructure changes; or
9.31.4. align with recognised compliance or certification frameworks,
provided such changes do not materially reduce the protections afforded to Client Data.
9.32. The parties agree that a material breach of this Condition 9 may constitute a material breach of this Agreement.
10. Confidential information
10.1. Each of us (“Receiving Party”) must keep in strict confidence all Confidential Information which has been disclosed by the other (“Disclosing Party”) or the disclosing party’s employees, agents or subcontractors for the duration of this Agreement and for a period of two (2) years after termination of the Agreement. Neither party may use any Confidential Information relating to the other party for any purpose other than to enforce its rights or perform its obligations in relation to this Agreement.
10.2. The receiving party must only disclose Confidential Information to those of its employees, agents, subcontractors, technology & infrastructure providers and operational technology providers who need to know it for the purpose of complying with the receiving party’s obligations under our Agreement, and must make sure that those employees, agents, subcontractors, Technology & Infrastructure Providers and operational technology providers comply with the obligations set out in this Condition 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 must be at least as effective as those taken to protect each of our own confidential information).
10.4. This Condition 10 will not apply to any Confidential Information which:
10.4.1. was already known to the receiving party;
10.4.2. becomes public without breach of our Agreement by the receiving party; or
10.4.3. a third party discloses 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.
10.6. You acknowledge that details of the Services, and the results of any performance tests of the Services, constitute our Confidential Information.
10.7. We acknowledge that the Customer Data is your Confidential Information.
10.8. Nothing in this Agreement will prevent us from making any announcement or issuing any press release or other marketing material stating that you are a client of REO.
11. Ending our agreement
11.1. We may end our Agreement or suspend the Services by giving you notice in writing if:
11.1.1. you are in material breach of our Agreement and, where it is possible to correct the breach, you have not corrected this within thirty (30) days of us giving you notice in writing asking you to do so;
11.1.2. you have not paid an invoice (other than parts disputed in line with Condition 5.3) within thirty (30) days of the date of our invoice;
11.1.3. you repeatedly breach any terms of this Agreement in such a manner as reasonably to justify the opinion that your conduct is inconsistent with you having the intention or ability to give effect to its terms;
11.1.4. you undergo a change of ownership or control (within the meaning of Section 1124 of the Corporation Tax Act 2010);
11.1.5. you suffer an Insolvency Event; or
11.1.6. despite our reasonable efforts, we have been unable to complete Set-Up within thirty (30) days of our anticipated Effective Date.
11.1.7. In addition, either of us may end the Agreement pursuant to Condition 2.1.1.
11.2. You may end our Agreement by giving us notice in writing if:
11.2.1. we are in material breach of our Agreement and, where it is possible to correct the breach, we have not corrected this within thirty (30) days of you giving us notice in writing asking us to do so; or
11.2.2. we suffer an Insolvency Event.
11.3. If our Agreement ends for any reason, then:
11.3.1. all licences granted under this Agreement will immediately terminate;
11.3.2. each of us must within fourteen (14) days return and make no further use of any equipment, property, Materials and other items (and all copies of them) belonging to the other party;
11.3.3. we may send you an invoice for any Services we have provided but have not invoiced you for, and all of our invoices will become payable immediately;
11.3.4. each of us must within fourteen (14) days return to the other or, if asked, securely 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 termination (including Conditions 7, 8, 9, 10, 11.3, 11.4, 11.5, 12, 13, 14, 16 and 17) 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
12.1. Without prejudice to Conditions 4.1 and 8.3 this Condition 12 sets out our entire financial liability (including any liability for the acts or omissions of our employees, agents and sub-contractors) to you:
12.1.1. arising under or in connection with the Agreement;
12.1.2. in respect of any use made by you of the Services and Materials or any part of them; and
12.1.3. in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Agreement.
12.2. To the extent of any conflict between the provisions of this Condition 12 and Condition 9.29 (in relation to personal data), Condition 9.29 will prevail.
12.3. Except as expressly and specifically provided in these terms:
12.3.1. you assume sole responsibility for results obtained from your use of the Services and the Materials, and for conclusions drawn from such use;
12.3.2. we will have no liability for any damage caused by errors or omissions in any information, instructions or scripts you have provided to us in connection with the Services or any actions we have taken at your direction;
12.3.3. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute, common law or custom and practice are, to the fullest extent permitted by applicable law, excluded from the Agreement.
12.4. 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 Condition 12 or anywhere else in our Agreement excludes liability for these things. This Condition 12 also does not limit your liability to pay the Fees in any way.
12.5. 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 Condition 12.
12.6. Subject to Condition 12.3, neither we nor you will be liable to the other for any Loss the other suffers to the extent that such loss is:
12.6.1. loss of: (i) revenue; (ii) business; (iii) profits; (iv) savings; or (v) reputation;
12.6.2. business interruption costs or losses; or
12.6.3. indirect or consequential loss.
12.7. 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.
12.8. Except as expressly set out in Condition 9.29, our liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, including under any indemnity, per claim or series of connected claims arising in connection with the Contract must, subject to Conditions 9.29 and 12.5 be limited as follows:
12.8.1. in respect of any claim relating to loss of or damage to data arising from REO’s negligence, REO’s liability will be limited to the lesser of: (i) the total Fees paid during the twelve (12) months immediately preceding the date on which the claim arose; and (ii) £100,000; and
12.8.2. in respect of any other claim, REO’s liability will be limited to the total Fees paid during the six (6) months immediately preceding the date on which the claim arose.
12.9. Neither we or you will be liable to the other for any Loss the other suffers unless notified of the same within two (2) years of the claiming party becoming aware of the claim (whether the claim is in contract, tort (including negligence), breach of legal duty or otherwise).
12.10. Where REO Digital utilises artificial intelligence or machine learning tools in connection with the provision of the Services, you acknowledge that outputs generated by or with the assistance of such tools may contain errors, inaccuracies or omissions and are subject to REO Digital’s professional review and human oversight before being provided to you as part of the Services. REO Digital’s liability in respect of any loss arising from an error, inaccuracy or omission in an AI-assisted output shall be subject to the liability cap set out in Condition 12.8 and shall not extend to any loss arising from your reliance on any such output without independent verification where such verification would be reasonable in the circumstances.
13. Other important terms
13.1. Events outside of our control
We live in unpredictable times. We will have no liability to you under this Agreement if we are prevented from or delayed in performing our obligations under this Agreement by circumstances or events beyond our reasonable control, provided that we have notified you of such an event and its expected duration. Such circumstances include, without limitation, strikes, lock-outs or other industrial disputes (whether involving our workforce or any other party); failure of a utility service or transport or telecommunications network; act of God; war, riot, civil commotion; malicious damage; compliance with any law or governmental order, rule, regulation or direction; accident; breakdown of plant or machinery; fire; flood; storm; or default of suppliers or sub-contractors.
13.2. Changes
For the avoidance of doubt, REO Digital may update its Privacy Policy, Sub Processor list and Technology & Infrastructure Providers from time to time without requiring a formal amendment to this Agreement, provided such updates do not materially reduce the protections afforded to Client Data under applicable law.
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 must not to be taken to be a waiver of that or any other right or remedy and it must not prevent nor 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 will 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 Condition 12 do not apply to this Condition 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
The provider of any Third Party Technology will be able to enforce our Agreement to the extent it relates to your access to or use of their Third Party Technology. Other than as we have set out in this Condition 13.7 no third party will have any rights under our Agreement. The permission of any third party is not needed for you and us to agree any changes to our Agreement.
13.8. Transferring our agreement
Our Agreement is personal to you and so you must not assign, sub-contract or otherwise transfer our Agreement or any rights or obligations under it without our written permission. We may 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 may be done by recorded post or by email. If we are giving you notice, we may 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 may 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 may be updated by giving notice in line with this Condition 13.9. Notices sent by recorded post will automatically be deemed to have been delivered two (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 5:00pm on a business day, otherwise at 10:00am 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 Condition 13.9.
14. Disputes
14.1. Each of us will nominate representatives to deal with any disputes which arise under the Agreement. The identity of these representatives may be changed at any time. The table below sets out the appropriate level for each representative at each stage of the resolution process.
| US | YOU | |
| Stage 1 | Optimisation Manager | Manager |
| Stage 2 | Customer Success Manager | Senior Manager |
| Stage 3 | Commercial 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 fourteen (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 may 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 Condition 14 will prevent either of us seeking injunctive relief or commencing legal proceedings to recover any debts due and payable or where a delay in commencing proceedings may reasonably be considered to prejudice the claiming party’s position.
15. Anti-bribery
15.1. Each of us must 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 of us must 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, must be governed by the law of England and Wales and must be subject to the exclusive jurisdiction of the courts of England and Wales.
17. Non-Solicitation
Neither party shall solicit or employ any employee of the other directly involved in delivering or receiving services during the term of an engagement and for six (6) months afterwards, except through general job advertising.
18. Definitions and interpretation
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 (as updated from time to time), any documents referenced within these terms, the relevant Order Form and if applicable any Solutions Overview Document.
“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 Form together with any help and support services within the scope set out in these terms.
“Client data” means any Personal Data Processed by us on your behalf.
“Condition” means a term, condition or section of these Terms of Service.
“Confidential information” means any technical or commercial know-how, specifications, processes or initiatives which either of us receives from the other, or information either of us receives about the other’s business, affairs, customers, clients, suppliers, plans or market opportunities which are of a confidential nature and any other information of a confidential nature received.
“Customer data” means any data (including personal data) about your customers, users of the Customer Websites or people on the Customer Databases.
“Customer websites” means your website(s) in relation to which we provide you with the Services, as indicated on the relevant Order Form.
“Data breach” will have the meaning given in Condition 9.10.
“Data controller” means a person who (either alone or jointly or in common with other persons) determines the purposes for which and the manner in which any personal data are, or are to be, processed, or such other meaning as set out in the Data Protection Legislation
“Data protection legislation” means all applicable data protection and privacy legislation, regulations, guidance and codes of practice, including:
the General Data Protection Regulation EU 2016/679 (“GDPR”) and the UK legislation implementing GDPR Data Protection Act 2018 and any subsequent amendments.
the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended;
any secondary legislation pursuant to the Data Protection Legislation; and
any guidance or codes of practice issued by Working Party 29, the European Data Protection Board or the Information Commissioner from time to time (all as amended, updated or re-enacted from time to time).
“Data subject” means an individual who is the subject of personal data, or such other meaning as set out in the Data Protection Legislation.
“Effective date” means the date on which an Order Form 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 Setup Fees, Service Fees, Licence Fees and/or Additional Fees.
“GDPR commencement date” means the date on which the General Data Protection Regulation is in full force and effect in the United Kingdom.
“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.
“Loss” means any loss, cost, expense, damage or claim arising under or in connection with our Agreement, whether in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution 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 connection with the Services.
“Order form” means your order for Services, completed using our order form, which contains details of the Services which you have requested from us.
“Personal data” means data which relate to a living individual who can be identified either from those data alone, or from those data and other information which is in the possession of, or is likely to come into the possession of, the data controller, or such other meaning as set out in the Data Protection Law.
“Privacy policy” means our policy relating to the security of Client Data, available at https://www.reodigital.com/privacy-policy and as such document may be updated from time to time.
“Processor” or “Data Processor” will have the meaning set out in the Data Protection Legislation (and “Process” and “Processed” must be construed accordingly).
“Processing” in relation to information or data, means obtaining, recording or holding the information or data or carrying out any operation or set of operations on the information or data, including organisation, adaptation or alteration of the information or data; retrieval, consultation or use of the information or data; disclosure of the information or data by transmission, dissemination or otherwise making available; or alignment, combination, blocking, erasure or destruction of the information or data; or such other meaning as set out in the Data Protection Law (and “Process” and “Processed” must be construed accordingly).
“Renewal period” means any renewal period described in Condition 2.1.
“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 Form or otherwise agreed in writing for Set-Up.
“Sub Processor” means any third party appointed by REO Digital to process data or provide services in connection with the provision of the Services.
“Supervisory authority” means the Information Commissioner’s Office in the United Kingdom and/or such other supervisory body as may be appropriate to the Processing and/or Data Subjects in question.
“Technology & Infrastructure Providers” means third party providers used by REO Digital in connection with the provision of the Services, including hosting providers, analytics providers, collaboration tools, experimentation platforms, workflow management providers, automation providers and other operational technology providers.
“Third party technology” means any software, tools, code, hardware or other technology which is not our own proprietary technology, including (without limitation) artificial intelligence tools, machine learning tools and generative AI services accessed via third party providers.
“Third party AI technology & services” means artificial intelligence, machine learning and generative AI tools and services accessed by REO Digital via third party providers in connection with the provision of the Services, including but not limited to large language model services, AI-assisted analytics and AI-assisted automation tools, where such tools are accessed via enterprise or API-tier agreements.
“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 the Services.
“Virus” means any thing or device, including without limitation, 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.
In these terms: (i) the headings are included for convenience only; (ii) the expressions “including”, “include”, “in particular”, “for example” and any similar expressions will not limit the preceding words; (iii) words in the singular will include the plural and vice versa, references to any gender will include all genders and references to legal persons will 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” will include electronic communication by email; (vi) reference to “business days” will mean any day, other than a Saturday, Sunday or public holiday in England; and (vii) to the extent of any conflict between these terms (as updated from time to time) and any documents referred to in these terms the following order of precedence will apply:
1. The Order Form;
2. The data processing provisions at Condition 9 of these terms;
3. The remainder of these terms;
Appendix 1 – QA Tiers
The device, operating system and browser combinations listed in this appendix may be updated from time to time to reflect changes in customer usage patterns, market share, operating system updates, browser support, technical requirements, or device availability. Any updates will be made with the aim of maintaining an appropriate and equivalent level of QA coverage for the relevant tier.
|
Device type/QA tier |
Tier 1 |
Tier 2 |
Tier 3 |
|
Desktop |
Windows: Chrome Macbook : Safari (Ventura OS16.5) |
Windows: Chrome, Firefox Macbook : Safari (Ventura OS16.5) |
Windows: Chrome, Firefox, Edge Macbook : Safari (Ventura OS16.5) MacBook Chrome (Monterey OS 15 – latest ) |
|
Mobile |
iPhone 13 Pro (390 x 664px)- iOS 15 Safari Galaxy S23 Version 13 Chrome (360 x 649 px) |
iPhone 13 Pro (390 x 664 px)- iOS 15 iPhone SE 2022 (375 x 548px)- iOS 15 Galaxy S23 Version 13 Chrome (360 x 649 px) Galaxy S22+ (384 x 702 px) – Version 12 |
iPhone 13 Pro (390 x 664 px)- iOS 15 iPhone SE 2022 (375 x 548px)- iOS 15 iPhone 14 (390 x 664 px)- iOS 16 Galaxy S23 Version 13 Chrome (360 x 649 px) Galaxy S22+ (384 x 702 px)- Version 12 Galaxy A51(412 x 775 px)- Version 10 Samsung Browser |
|
iPad/Tablet |
iPad 9th (Safari) 810 x1010 px- iOS 15 |
iPad 9th (Safari) 810 x1010 px- iOS 15 |
iPad 9th (Safari) 810 x1010 px- iOS 15 Galaxy Tab S8 (Chrome) 753 x 1037 px- Version 12 |