1. Definitions and Interpretation
“Commencement Date” means the date of the applicable Contract as specified in a Contract Details;
“Confidential Information” means information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 10;
“Contract” means the contract between Rewire Online and the Customer comprising the (i) Contract Details; and (ii) these Conditions; and (iii) any other documents specified in the Contract Details and/or these Conditions. If there is any inconsistency between the documents comprising the Contract, they shall take precedence in the order listed above;
“Customer” means any entity or individual making use of Rewire’s API, whether on a paid or unpaid basis, and for any purpose;
“Customer Data” means the data inputted by the Customer and its authorised users, or Rewire Online on the Customer’s behalf for the purpose of using the Services or facilitating the Customer’s use of the Services;
“Data Protection Legislation” means the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party. Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation;
“Documentation” means the documents made available to the Customer by Rewire Online from time to time which sets out a description of the Services and the user instructions for the Services;
“Force Majeure Event” means an event beyond the control of a party (or any person acting on its behalf), which by its nature could not have been foreseen by such party (or such person), or, if it could have been foreseen, was unavoidable, and includes acts of God, storms, floods, riots, fires, pandemic, sabotage, civil commotion or civil unrest, interference by civil or military authorities, acts of war (declared or undeclared) or armed hostilities or other national or international calamity or one or more acts of terrorism or failure of energy sources;
“Intellectual Property Rights” patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
“Services” means the subscription services provided by Rewire Online to the Customer under these Terms and Conditions via the Hate Direction API as more particularly described in the Documentation;
“Rewire Online Data” means any data, information, reports, programmes in any form based on or derived from anonymised Customer Data;
“Term” means the duration of the Contract;
“Terms and Conditions” means these terms and conditions for the purchase of the Services, a copy of which the Customer will be deemed to have received and accepted on execution of the Contract Details;
“UK Data Protection Legislation” all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; 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;
“API Calls” the API calls allocated to the Customer which entitle authorised users to access and use the Services and the Documentation in accordance with these Terms and Conditions, the number of which shall be as set out in the Contract Details; and
“Virus” any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
2.1. This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this Contract.
2.2. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the laws of England.
2.3. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.
3. API Calls
3.1 The Customer is receiving access to the API (on a fixed basis, agreed in writing) as part of the Services to be undertaken subject to these Terms and Conditions.
3.2 Subject to the restrictions set out in this clause 2 and the other terms and conditions set out herein, Rewire Online hereby grants to the Customer a non-exclusive, non-transferable licence, without the right to grant sublicences, to permit its authorised users to use the Services and the Documentation during the Term solely for the Customer’s internal business operations.
3.3. The Customer shall not, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under these Terms and Conditions:
3.3.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means;
3.3.2. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software;
3.3.3. access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation;
3.3.4. use the Services and/or Documentation to provide services to third parties;
3.3.5. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party; or
3.3.6. attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2.
3.4. The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Rewire Online.
3.5. The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer. Should a subsidiary or holding company of the Customer wish to use the Services it shall first enter into a separate commercial agreement with Rewire Online in respect of the Services.
4.1. Rewire Online shall, during the Term, provide the Services and make available the Documentation to the Customer on and subject to the terms of these Terms and Conditions.
4.2. Rewire Online shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:
4.2.1. planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UK time; and
4.2.2. unscheduled maintenance performed outside of the hours of 9.00 am to 5.00 UK time, provided that Rewire Online has used reasonable endeavours to give the Customer at least 6 hours’ notice in advance.
5.1. The Customer shall own all right, title and interest in and to all of the Customer Data that is not personal data.
5.2. The Customer warrants, represents and undertakes to Rewire Online that the Customer Data and any personal data submitted under or in accordance with this Contract shall be accurate and reliable and Customer shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data and personal data submitted hereunder.
5.3. Rewire Online shall own all right, title and interest in and to all of the Rewire Online Data.
5.4. Rewire Online shall follow its archiving procedures for Customer Data as notified to the Customer from time to time. In the event of any loss or damage to Customer Data, the Customer’s sole and exclusive remedy against Rewire Online shall be for Rewire Online to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Rewire Online. Rewire Online shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by Rewire Online to perform services related to Customer Data maintenance and back-up for which it shall remain fully liable under clause 5.11).
5.5. Rewire Online shall, in providing the Services, comply with its privacy and security policies notified to the Customer from time to time.
5.6. Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 5 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
5.7. The parties acknowledge that:
5.7.2. if Rewire Online processes any personal data on the Customer’s behalf when performing its obligations under these Terms and Conditions, the Customer is the controller and Rewire Online is the processor for the purposes of the Data Protection Legislation;
5.7.3. Schedule 1 sets out the scope, nature and purpose of processing by Rewire Online, the duration of the processing and the types of personal data and categories of data subject; and
5.7.4. the personal data may be transferred or stored outside the EEA or the country where the Customer is located in order to carry out the Services and Rewire Online’s other obligations under these Terms and Conditions.
5.8. Without prejudice to the generality of clause 5.6, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to Rewire Online for the duration and purposes of these Terms and Conditions so that Rewire Online may lawfully use, process and transfer the personal data in accordance with these Terms and Conditions on the Customer’s behalf.
5.9. Each party shall ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it).
6. Customer’s Obligations
6.1. The Customer shall:
6.1.1. provide Rewire Online with all necessary co-operation in relation to these Terms and Conditions; and all necessary access to such information as may be required by Rewire Online, in order to provide the Services, including but not limited to Customer Data, security access information and configuration;
6.1.2. without affecting its other obligations under these Terms and Conditions, comply with all applicable laws and regulations with respect to its activities under these Terms and Conditions;
6.1.3. carry out all other Customer responsibilities set out in these Terms and Conditions in a timely and efficient manner. In the event of any delays in the Customer’s provision of such assistance as agreed by the parties, Rewire Online may adjust any agreed timetable or delivery schedule as reasonably necessary;
6.1.4. ensure that it uses the Services and the Documentation in accordance with these Terms and Conditions;
6.1.5. obtain and shall maintain all necessary licences, consents, and permissions necessary for Rewire Online, its contractors and agents to perform their obligations under these Terms and Conditions, including without limitation the Services;
6.1.6. ensure that its network and systems comply with the relevant specifications provided by Rewire Online from time to time; and
6.1.7. be, to the extent permitted by law and except as otherwise expressly provided in these Terms and Conditions, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Rewire Online’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.
6.2. Customer warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under these Terms and Conditions, including but not limited to the Data Protection Legislation.
7. Intellectual Property Rights
The Customer acknowledges and agrees that Rewire Online and/or its licensors own all Intellectual Property Rights in the Services and Documentation. Except as expressly stated herein, these Terms and Conditions do not grant the Customer any rights to, under or in, any Intellectual Property Rights in respect of the Services and Documentation.
8.1. Each party may be given access to Confidential Information from the other party in order to perform its obligations under these Terms and Conditions.
8.2. Subject to clause 10.4, each party shall hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of these Terms and Conditions.
8.3. The Customer gives Rewire Online permission to utilise its logo and the fact that it is a customer in its marketing such permission to terminate on the termination of this agreement.
8.4. Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
8.5. The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute Rewire Online’s Confidential Information.
8.6. Rewire Online acknowledges that the Customer Data is the Confidential Information of the Customer.
9.1. The Customer shall defend, indemnify and hold harmless Rewire Online against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer’s use of the Services and/or Documentation, provided that:
9.1.1. the Customer is given prompt notice of any such claim;
9.1.2. Rewire Online provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer’s expense; and
9.1.3. the Customer is given sole authority to defend or settle the claim.
10. Limitation of Liability
10.1. Except as expressly and specifically provided in these Terms and Conditions:
10.1.1. the Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer, and for conclusions drawn from such use. Rewire Online shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Rewire Online by the Customer in connection with the Services, or any actions taken by Rewire Online at the Customer’s direction;
10.1.2. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Terms and Conditions; and
10.1.3. the Services and the Documentation are provided to the Customer on an “as is” basis.
10.2. Nothing in these Terms and Conditions excludes the liability of Rewire Online:
10.2.1. for death or personal injury caused by Rewire Online’s negligence; or
10.2.2. for fraud or fraudulent misrepresentation.
10.3. Subject to clause 10.1 and clause 10.2:
10.3.1. Rewire Online shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these Terms and Conditions; and
10.3.2. Rewire Online’s total aggregate liability in contract (including in respect of the indemnity at clause 11.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of these Terms and Conditions shall be limited to £5,000.
11. Term and Termination
11.1. The Contract shall, unless otherwise terminated as provided in this clause, commence on the Commencement Date and shall continue for the Term and, thereafter, shall terminate unless Rewire Online and the Customer agree to extend the Term or unless otherwise terminated in accordance with the provisions of these Terms and Conditions.
11.2. Without limiting its other rights or remedies, Rewire Online may terminate the Contract with immediate effect by giving written notice to the Customer.