TERMS AND CONDITIONS FOR THE PROVISION OF SERVICES ON RED C DIRECT

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY AS BY REGISTERING FOR AND/OR USING OUR SERVICES, YOU ACCEPT THESE TERMS AND CONDITIONS. WHERE YOU ARE ACTING ON BEHALF OF YOUR COMPANY OR ANOTHER THIRD PARTY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND YOUR COMPANY OR THAT THIRD PARTY TO THESE TERMS AND CONDITIONS. WE MAY AMEND THESE TERMS AND CONDITIONS FROM TIME TO TIME.

IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS YOU MUST NOT REGISTER OR GO ON TO USE THE SERVICES.

Application and entire agreement

1. These Terms and Conditions (T&Cs) apply to the provision of the services detailed in the quotation (Services) provided by RED C Research & Marketing Ltd a company registered in Ireland under number 371854 whose registered office is at Ground Floor, Block G, Eastpoint Business Park, Alfie Byrne Road, Dublin 3 (RED C, we, our or us) to the person buying the services (you). 
2. You are deemed to have accepted these T&Cs when you accept the quotation, use the services provided on the RED C Direct website, or from the date of any performance of the Services (whichever happens earlier) (Commencement Date). 
3. These T&Cs and the quotation are the entire agreement between us in relation to the provision of the Services (Contract) and apply to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. 
4. You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf. 

Interpretation

5. A "business day" means any day other than a Saturday, Sunday or bank holiday in Ireland. 
6. The headings in these T&Cs are for convenience only and do not affect their interpretation. 
7. Words imparting the singular number shall include the plural and vice-versa. 

Services

8. We shall provide the Services to you in accordance with the quotation specified and these T&Cs, which are provided after you have entered the details of the test you wish to perform on the Red C Direct website. 
9. We warrant that we will use reasonable care and skill in our performance of the Services which will comply with the T&Cs and the quotation, including any specification, in all material respects. 
10. We will use our reasonable endeavours to complete the performance of the Services within the time agreed or as set out in the quotation; however, time shall not be of the essence in the performance of the Services. 
11. We may provide you with updates, including security updates, at no additional cost, for the purposes of implementing appropriate measures to defend against unauthorised access to the Services, threats from cyber-attacks or other threats to the Services, or for the purposes of restoring full accessibility and functionality of the Services. The restoration of accessibility and functionality of the Services may require you to install the update or to provide other cooperation. 

Term and Termination

12. These T&Cs shall commence on the Commencement Date and shall continue until terminated as permitted otherwise under these T&Cs. 
13. Either party may terminate these T&Cs for no cause on not less than 30 days written notice, or immediately for cause if:
1. a party breaches a material obligation of these T&Cs and such breach is irremediable, if remediable fails to remedy the breach within thirty (30) days of written notice being given to the breaching party;
2. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 570 of the Companies Act 2014;
3. the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
4. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
5. an application is made to court, or an order is made for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over the other party; or
6. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business. 
14. Upon termination of these T&Cs: any user account information, data, settings, specifications or customizations specific to your user account may be permanently lost, whether termination is initiated by you or RED C. You shall continue to owe and shall remain liable for all Services rendered including, for purposes of clarity, any pro-rated charges for costs incurred up until the effective date of termination. You shall cease all use of the Services on the effective date of termination. 
15. You must obtain any applicable permissions, consents, licences or otherwise for the material you upload to test while using the Services, and you must ensure that we are legally authorised to use this material. 
16. You hereby to grant us a non-exclusive, royalty-free, worldwide licence to use the material and any other content you upload while using the Services, to the extent necessary for us to provide the Services to you and as otherwise provided in these T&Cs. 
17. You warrant that you will not upload any content which is unlawful, false, misleading, defamatory, libellous, pornographic, violent in nature, or which is racist, homophobic, or otherwise promotes hatred, nor will you upload any content or any pattern of content which constitutes harassment, infringement of any intellectual property right, or which might otherwise bring us or our business into disrepute. 

Protection of Account Credentials

18. You agree not to (a) use account credentials other than your own, (b) disclose your account credentials to any third party or service. You agree to take reasonable steps to protect the secrecy of your account credentials and to immediately notify us of any known or suspected loss, disclosure or theft of your account credentials and/or any access codes you obtain in connection with the Services. You shall ensure that passwords for access to the Services are changed regularly, including at any point when any users cease to be employed or otherwise engaged with you. Sharing account credentials is strictly prohibited under these T&Cs. 

Ownership

19. We have prepared an online dashboard and downloadable presentations as deliverable products of the Services. You will only have access to online dashboards and presentations commissioned by you, your team or agency partner via our Services portal. 
20. Please note the website may also include sample presentations and topical ad videos which remain our property and are shown for demonstration purposes only.
21. Subject to you paying charges in accordance with the Fees section below, the dashboard and presentations features shall be your property, together with any and all client data, with the exception of Background Intellectual Property (as defined below), raw responses and any images used for illustration purposes only. 
22. Background Intellectual Property means any copyright, trademark, design, patent, data base rights, inventions, processes, techniques, tools or anything else in the nature of know-how developed by and/or licensed to RED C prior to or independently of the Services. 
23. The Background Intellectual Property is the property and is the property of RED C and its licensors. 
24. We hereby grant you a non-exclusive, irrevocable, royalty free, non-transferrable, worldwide licence for the duration of this agreement to the Background Intellectual Property contained in the Services and in the presentations to the extent required to make full use of the presentations available on the Services portal in accordance with these T&Cs, but for no other purpose. 
25. Unless stated otherwise or uploaded by you, all images used for illustration purposes in the presentations are owned by third parties and remain subject to licence conditions. Under the terms of such conditions, you are not restricted from using such presentations (including the images) for the purpose they are intended but may not distribute or resell the images themselves. We shall not be liable for any third-party claim arising as a result of your breach of this provision. 
26. Except to the extent expressly provided herein, all our rights in and to the Background Intellectual Property are reserved. 
27. Notwithstanding anything to the contrary, we may retain and utilise the results of market research conducted for you in our normative databases in an aggregated and anonymised manner in the normal course of our business, provided that such results do not contain any personally identifiable information.

Fees

28. The fees (Fees) for the Services are set out in the quotation and are charged on a time and materials basis.
29. You must pay us for any additional services provided by us that are not specified in the quotation in accordance with our daily rate in effect at the time of performance or such other rate as may be agreed between us. The provisions of clause 14 also apply to these additional services.
30. The Fees are exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.
31. Payment shall be without prejudice to any claims, rights or remedies which you may have against us and/or any of its officers, employees, agents or contractors, including personnel, in respect of the provision of the Services and shall not constitute any admission by you as to the performance by us and/or any of our officers, employees, agents or contractors. 

Payment

32. We will invoice you for payment of the Fees when we have completed the Services; or you will pay in advance through the site.
33. You must pay the Fees due within 30 days of the date of our invoice. Your obligation to pay in a timely manner is not dependent upon you receiving payment from any third parties.
34. The Fees as standard include the provision of one version of any report online and available to download.
35. All payments due under these T&Cs must be made in full without any deduction or withholding except as required by law and neither of us can assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
36. If you do not pay within the period set out above, we can suspend any further provision of the Services and cancel any future services which have been ordered by, or otherwise arranged with you.
37. Receipts for payment will be issued by us only at your request. 
38. All payments must be made in euro unless otherwise agreed in writing between us. 

Liability and Indemnity

39. Our liability under these T&Cs, and in breach of statutory duty, and in tort or misrepresentation or otherwise, shall be limited as set out in clauses 40 and 41. 
40. The total amount of our liability in respect of any and all claims arising out of or in connection with the Contract is limited to the total amount of Fees paid or payable by you under these T&CS and/or the quotation. 
41. We are not liable (whether caused by our employees, agents or otherwise) in connection with our provision of the Services or the performance of any of our other obligations under these T&Cs or the quotation for:
1. any indirect, special or consequential loss, damage, costs, or expenses or;
2. any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third-party claims; or 
3. any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; or 
4. any losses caused directly or indirectly by any failure or your breach in relation to your obligations; or 
5. any losses arising directly or indirectly from the choice of Services and how they will meet your requirements or your use of the Services or any goods supplied in connection with the Services. 
42. Nothing in these T&Cs shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability. 
43. To the fullest extent permitted by applicable law, you agree to defend, indemnify and hold harmless us and our employees, officers, agents, contractors, and licensors from any claims, damages, expenses, or liabilities arising from or in any way related to any violation of these T&Cs or unauthorized use of the portal and its Services.

Data Protection

44. For the purposes of this section, Applicable Data Protection Laws means all applicable data protection and privacy legislation in force from time to time in Ireland including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Acts 1988 - 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 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). Both parties will comply with all applicable requirements of the Applicable Data Protection Laws. RED C is an independent controller and will not be required to process personal data on your behalf in providing the Services to you.
45. In the event of any agreed change to the Services which would require RED C to process personal data on your behalf, both parties will enter into a separate data processing agreement to ensure compliance with the requirements of Applicable Data Protection Laws. This clause 45 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under Applicable Data Protection Laws.

Circumstances beyond a party's control

46. Neither of us are liable for any failure or delay in performing our obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question. If the delay continues for a period of 90 days, either of us may terminate or cancel the Services to be carried out under these T&Cs.

Communications

47. All notices under these T&Cs must be in writing. An email shall suffice for these purposes. 
48. Notices shall be deemed to have been duly given:
1. when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
2. when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;
3. on the fifth business day following mailing, if mailed by national ordinary mail; or
4. on the tenth business day following mailing, if mailed by airmail. 
49. All notices under these T&Cs must be addressed to the most recent address, email address or fax number notified to the other party. 
50. Clauses 47, 48 and 49 shall not apply to the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. 

No waiver

51. No delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy nor stop further exercise of any other right, or remedy. 

Severance

52. If one or more of these T&Cs is found to be unlawful, invalid or otherwise unenforceable, that / those provisions will be deemed severed from the remainder of these T&Cs (which will remain valid and enforceable). 

Law and jurisdiction 

53. This Agreement shall be governed by and interpreted according to the law of Ireland and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the Irish court.