Terms & Conditions
Your usage of this site constitutes acceptance of these terms
AAAtraq Limited ("AAAtraq") is a UK registered company, registration number 11650485, registered office being Crown House, 27 Old Gloucester Street, London. WC1N 3AX. UK
Customer use of the site (and any Services supplied directly by it) is subject to the terms of this Agreement ("Agreement"). It is a document setting forth the rights and obligations between the Customer and AAAtraq. Customer is not eligible to receive the Services until the Customer has accepted this Agreement. Please read this Agreement carefully.
InterpretationIn these Conditions unless the context otherwise permits:
- "Authorized Representative" means a person whose job title is that of Director or Managing Director or a person who holds the office of director.
- "Customer" means the person, firm, company, entity or organization with whom AAAtraq contracts for the sale of Products and/or supply of Services.
- "the Conditions/these Conditions" means the standard terms and conditions of sale set out in this document or such replacement standard terms and conditions notified to Customer as in force at the date of the Contract and which at that date appear on AAAtraq's web site at https://AAAtraq.com/terms/.
- "the Contract" means any contract for the purchase and sale or other supply of Products and/or the supply of Services by AAAtraq to a Customer.
- "Electronic Means" means any electronic means including without limit on the Web, by EDI or XML.
- "Service(s)" means (collectively) all services, programs, information and products that the Customer uses or otherwise accesses from time to time provided by AAAtraq through its site.
- "Quotation" means the quotation for Services that AAAtraq provides to the Customer, in writing or electronically, which specifies the price to be paid for those services.
- The headings in these Conditions are for convenience only and shall not affect their interpretation.
- AAAtraq reserves the right to apply supplemental or other terms for Services to be supplied by AAAtraq or used by the Customer outside the UK mainland.
Basis of the Sale
- All Contracts between AAAtraq and a Customer shall be governed by these Conditions (and, where applicable, any other terms and conditions pursuant to Clause 1.3) to the exclusion of any other terms and conditions not accepted in writing by an Authorized Representative of AAAtraq, including without limit any terms on or referred to in any Customer purchase order. In the case of orders placed by Electronic Means which refer to any terms and conditions of the Customer AAAtraq's automatic taking on to its system of such order shall amount to a rejection of the Customer's terms and conditions and an offer to supply the Products ordered on the basis of these Conditions. No variation to these Conditions shall be binding unless agreed by letter and signed by an Authorized Representative of AAAtraq. It is the Customer's responsibility to be aware of the Conditions as current from time to time but AAAtraq will use best efforts to notify the Customer of any material changes to the Conditions before they become applicable. The Customer's acceptance of these Conditions shall also be made (in respect of the first Contract and all subsequent Contracts) either by (1) Customer providing a purchase order to AAAtraq or (2) Customer accepting Products or Services from AAAtraq, whichever occurs first.
- No employee or agent of AAAtraq other than an Authorized Representative has any authority to make any representation at all concerning Products or Services and an Authorized Representative has no authority to make such representation other than by letter (an "authorized representation") and accordingly the Customer agrees that in entering into any Contract it does not rely on any unauthorized representation and the Customer agrees it shall have no remedy in respect of any unauthorized representation (unless made fraudulently).
- In placing an order including by Electronic Means the Customer may utilize one or a combination of account names, account numbers and other forms of identification, including password or other code issued to the Customer (together and individually "Customer's Identification" or "Customer Identification").
- It is the Customer's responsibility to keep the Customer's Identification confidential. Customer has the sole responsibility for its Customer Identification. Customer shall immediately inform AAAtraq in case of loss of password or in case of any abuse or attempted abuse of Customer password or other Customer Identification. Customer agrees that the Customer is entirely responsible for use of the Customer's Identification and that it is the Customer's responsibility to have in place security measures and procedures to ensure use of its Customer Identification only by authorized personnel for authorized purposes.
- Customer agrees that AAAtraq is entitled to rely absolutely on any orders placed on AAAtraq which have utilized Customer's Identification and to deliver as directed by such orders and to invoice and be paid in respect of such orders.
- Customer agrees that any order placed on AAAtraq.com including by Electronic Means mentioning or utilizing Customer's Identification is a valid and binding purchase order and shall be deemed to be a duly authorized act of the Customer.
- Customer acknowledges that AAAtraq cannot guarantee the security of the Internet and the possibility of interception or corruption of data transmitted from Customer to AAAtraq using correct Customer Identification, and that AAAtraq is nonetheless entitled to rely on data transmitted in the form it is received at AAAtraq.com.
- When Customer obtained Customer Identification from AAAtraq, it was represented to AAAtraq that it was obtained by a legitimate employee or representative of the Customer that deals with AAAtraq. Customer represents and warrants that the information it provided to AAAtraq in obtaining the Customer Identification is accurate and complete. Customer also agrees to notify AAAtraq immediately at any time that information ceases to be accurate and complete.
Contract term and renewalUnless otherwise specified in the Quotation:
- The fixed period of any Contract for ongoing Services shall be 12 months.
- The Contract period shall automatically renew for another 12 month fixed period unless notice is given by the Customer to AAAtraq in writing not less than 90 days before the end of any fixed period.
- AAAtraq may increase the price charged for each successive fixed period by up to 8% above the price charged for the previous period.
Proprietary Rights of AAAtraq
- Customer acknowledges and agrees that AAAtraq exclusively owns or has been licensed by third parties to use all rights, title and interest in the Service and the information, data, databases, images, sound recordings, audio and visual clips and other content provided by AAAtraq through the Service (individually and collectively, the "content").
- Nothing contained in this Agreement conveys to the Customer any right, title or interest in or to the Service or any content. Customer shall not remove or modify any copyright or other notice placed on content. Internal distribution of content should be limited to those within Customer organization who are aware of the obligations imposed by this Agreement.
- Customer shall use the Service and content solely for customers own internal use, and not for the benefit of any third party. In no event shall the Customer display, circulate, publish, retransmit, redistribute, reproduce or sell all or any part of content outside of the Customer's business organization by any means or medium now or hereafter created). Customer is not authorized to alter, cover, or remove any reference to such intellectual property rights and shall adhere to any guidelines and restrictions provided by AAAtraq with respect to such rights.
- AAAtraq shall have no duty to defend, indemnify or hold Customer
harmless from and against any or all claims brought against the Customer
or damages and costs incurred by the Customer arising from the
infringement of a third party's intellectual property rights, except to
the extent AAAtraq's supplier is offering such defense or
indemnification to AAAtraq on a pass through basis. Upon threat of
claim or claim of infringement, AAAtraq may, at its option:
- procure the right to continue using any part of the Service,
- replace the infringing Service with a noninfringing Service of similar specification, or
- refund to the Customer the price paid in advance by the Customer for the infringing Service. Notwithstanding any other terms or conditions to the contrary AAAtraq's liability for infringement of intellectual property rights under these Conditions shall not exceed the Customer's payment for the infringing Service.
Important Disclaimers regarding content and use restrictions
Global UseAAAtraq makes no representations that content is appropriate for use in all locations, or that transactions, products, instruments or Services discussed are available or appropriate for sale or use in all jurisdictions, or by all investors or counterparties.
Linked SitesCertain links are provided which may lead to web sites maintained by third parties over whom AAAtraq has no control, including sites maintained by AAAtraq affiliates. To the extent permitted, AAAtraq takes no responsibility for the accuracy, content or any aspect of that material and disclaim any liability to Customer for such material or for any consequence of customer decision to use the links provided or customer use of such material. AAAtraq also disclaims all liability and makes no representations or warranties for any products or Services sold or provided to the Customer by any third party, including AAAtraq affiliates. Customer purchase of products or Services through one of those other sites is subject to agreements and/or the terms and conditions in effect between the Customer and the providers of products and Services at those other sites. Customer agrees that the Customer shall not bring a suit or claim against AAAtraq arising from or based on Customer purchase or use of products or Services through those other sites.
Delayed InformationCustomer acknowledges that some content available through the Service which appears to be in "real time" may in fact be delayed information.
No WarrantyCustomer acknowledges that the content provided through the Service is not intended to be a recommendation, offer or solicitation of any particular products or services. In addition, the content provided represents the views and opinions solely of the author or the indicated source. AAAtraq does not independently verify the accuracy or completeness of the content, nor does AAAtraq endorse any particular content or views expressed therein. AAAtraq takes no responsibility for the accuracy, content or any aspect of the content and disclaim any liability to the Customer for the content or for any consequence of the Customer decision to use the content. Customer agrees that the Customer shall independently confirm any information presented to the Customer through the Service before relying on such information. AAAtraq and its employees, contractors, agents and various contributors to the Service have no duty to correct or update any inaccurate or outofdate content.
Downloaded contentIt is up to the Customer to take precautions to ensure that information and content the Customer download or otherwise selects for customer use is free of viruses and other destructive items.
Customer contentThe Customer acknowledges that, in order to provide Services to them, AAAtraq will need to access and store data from their website(s) and/or social media presences, and the Customer gives explicit permission for this to be done for the purpose of providing the Services.
ChangesAAAtraq may make changes to the Service and content. AAAtraq reserves the right to do so without prior notice to the Customer. In the event of any material change to the Service and/or content that is to the disadvantage of the Customer, the Customer has the right to terminate without penalty during the first thirty days.
Service and Support
- All support provided is based on UK working hours, i.e. from 09.15 to 16.30 UK time. Support is not provided outside of these hours, nor during public holidays in England and Wales, unless otherwise agreed in writing with the Customer.
- Standard support covers reporting of bugs, errors or system failures, and clarifications or explanations of diagnostics reported by a Service. It does not include investigation as to the cause of diagnostics reported by the Service where this entails review of the code, operation or delivery of the Customer's content, website or social media page (or assets contained or linked therefrom), unless the cause is determined to be a bug or fault in the Service.
- Any support requests must be made via the online support service,
under 'Help and Support', following login to the Service via the
- Support requests will be acknowledged (on a 'best efforts' basis) within 60 minutes of the Customer's completion and submission of the support form.
- Once the request has been acknowledged and a support ticket ID allocated, the standard response time is 8 working hours - this being the time for the initial response and not necessarily the time for the request to be resolved.
- AAAtraq will close the support ticket when it believes the request to be resolved. Should the Customer not agree that the request is resolved, full details sufficient for AAAtraq to be able to investigate should be emailed to support@AAAtraq.com.
- Where the Customer has purchased additional support via way of Support Incidents, AAAtraq will endeavor to provide details as to the root cause of a reported diagnostic.
- The Customer may need to provide specific details or further information as and when requested in order to enable AAAtraq to effectively solve Support Incidents. If this information is not provided in a timely manner then the Incident may be closed.
- Unless otherwise agreed in writing, the maximum investigation time for a Support Incident is 1 working day.
Limitation of Liability
- AAAtraq shall not be liable to the Customer for any economic or financial loss or damage (including without limit any loss of profits, loss of revenue, liabilities incurred by the Customer to third parties relating to Products delivered or Services rendered by AAAtraq, or additional expenses incurred or the cost of time spent) or any consequential, indirect, or special loss or damage costs expenses or other claims for consequential compensation whatsoever (including without limit loss of or damage to data or loss of goodwill) incurred or suffered by the Customer and in every case howsoever caused or arising (and whether caused by the negligence of AAAtraq its employees or agents or otherwise).
- AAAtraq's liability for direct loss or damage arising from damage to tangible property for which AAAtraq is liable shall be limited to the VAT exclusive price of the relevant Service in connection with which any claim for damage or loss is made.
- Because some states or jurisdictions do not allow the exclusion or limitation of liability for certain damages, in such states or jurisdictions, the liability of AAAtraq, its partners, employees, agents, contractors or other suppliers shall be limited in accordance with this Agreement to the extent permitted by law.
- Nothing in these Conditions shall in any way exclude or limit any liability AAAtraq may have for death or personal injury caused by its negligence.
- If provision of the service, and/or its availability or such that the service is impeded by the lack of availability of the clients website, AAAtraq do not accept and are not liable for delivery of the service until the clients website is fully available.
- AAAtraq does not represent, warrant or guarantee that the Service or content will be free from errors or will be available at all times. Customer understands that AAAtraq accepts no responsibility for security of information on the Internet.
- Those using the inCMS service modules do so at their own risk. The modules have been developed and tested based on 'vanilla' (i.e. the base deployment of a system without any additions, services or capability) implementations of various Content Management Systems. The module should be evaluated fully by the Customer ahead of usage in any live, production environment. The module is taken as is, without any warranty or claim of capability. AAAtraq does not represent, warrant or guarantee that the module will be free from errors or will be available at all times.
- AAAtraq shall not be liable to the Customer or be deemed to be
in breach of any Contract by reason of any delay in performing or any
failure to perform any of AAAtraq's obligation in relation to the
Services if the delay or failure was due to any cause beyond
AAAtraq's reasonable control. Without prejudice to the generality
of the foregoing the following shall be regarded as causes beyond
AAAtraq's reasonable control:
- Act of God, explosion, flood, tempest, fire or accident;
- Act of terrorism, war or threat of war, sabotage, insurrection, civil disturbance or requisition;
- Acts restrictions regulations bylaws prohibitions or measures of any kind on the part of any governmental or parliamentary or local authority;
- Import or export regulations or embargoes;
- Strikes, lock outs or other industrial actions or trade disputes (whether involving employees of AAAtraq or a third party);
- Difficulties of AAAtraq's supplier in obtaining raw materials labor fuel parts or machinery.
- The Customer should only share personal data with AAAtraq if it has been specifically requested and only if they can, if necessary, provide confirmation that they have permission to share such data. AAAtraq will never ask for, and the Customer should never share, sensitive personal data (as defined in data protection law). AAAtraq provides services only to businesses on a commercial basis, not to individuals or consumers.
AAAtraq legal protection
- AAAtraq provides its customers with limited indemnity against reasonable and necessary legal costs and legal expenses caused by allegations that their websites fail to make reasonable accommodations for users with disabilities.
The indemnity is dependent upon the website that is the subject of
the allegation being registered with AAAtraq and subject to a
current and paid up-to-date customer contract on the date that the
failure is alleged to have occurred, and is limited to an amount
determined by the number of AAAtraq stars assigned to that website
on that date as follows:
Stars Indemnity limit Zero US$2,500 1 US$10,000 2 US$25,000 3 or above US$50,000
- The indemnity is only valid if AAAtraq is notified of the allegation via its online portal within 7 working days of receipt by the customer, and only if the customer enters into an attorney-client relationship with defense counsel from AAAtraq’s approved panel in order to defend the claim.
- The indemnity is only valid where the customer is based in the USA and the claim is issued under United States law.
- The indemnity is subject to the terms and conditions of the policy document.
- This Agreement does not confer any rights, remedies or benefits upon any person other than the Customer and AAAtraq. This Agreement may only be amended by a written or electronic form duly accepted and agreed to by AAAtraq and the Customer and such amendment shall refer to this Agreement. Customer may not assign this Agreement without the prior written consent of AAAtraq. AAAtraq may reassign this Agreement to a third party without notice, however if it does so it guarantees that the third party will meet AAAtraq's obligations under this Agreement. This Agreement shall be binding on and inure to the benefit of the parties and their respective successors, assigns and termination shall not prejudice the accrued or continuing rights and liabilities of either party. Should any provision of this Agreement be held to be void, invalid, unenforceable or illegal by a proper legal authority, the validity and enforceability of the other provisions shall not be affected.
- Customer represents and warrants to AAAtraq that the information the Customer provided to AAAtraq in the registration process and in other areas of the Service is true, accurate and complete. Upon request by AAAtraq, the Customer hereby agrees to defend, indemnify and hold harmless AAAtraq, its officers, directors, employees, agents, contractors or other suppliers from all liabilities, claims and expenses, including legal fees that arise from a breach of this Agreement for which the Customer is responsible, or from the use of the Service or content. AAAtraq reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification arising out of or caused in whole or in part by the Customer or AAAtraq or any such persons' use of or reliance on the Service or its content by the Customer.
- Notwithstanding any other terms of these Conditions it is agreed that the provision or display of pricing and other Information by AAAtraq to the Customer does not amount to an offer by AAAtraq to provide Services at that price or on any other terms. Supply of such Information is only an invitation to treat. An order by the Customer for Services shall be the offer.
- In the case of orders placed by Electronic Means only, notwithstanding any acceptance by AAAtraq of any offer for any Service, if there has been a material or obvious pricing error by AAAtraq, AAAtraq shall be entitled within 30 days of its acceptance of such offer to either invoice the Customer for the Customer's true list price (not exceeding the prevailing market price) of the Service at the date of order or, if the Customer shall prefer, terminate the relevant Service and credit the Customer for any related charges invoiced by AAAtraq.
- Customer is not allowed for any purpose whatsoever to use AAAtraq's logos and trademarks without AAAtraq's prior written approval from an Authorized Representative.
- Customer agrees that AAAtraq may use Customer data, including any personal data, for the purpose of marketing and sales, and the Customer agrees to AAAtraq's collection, storage and use of such data for this purpose. Personal data will not be shared with third parties without the Customer's consent. Customer agrees to receive information and promotions and other communications from AAAtraq by email and other communication tools.
- No waiver by AAAtraq of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.
- Customer agrees that Customer shall comply with applicable laws, rules, regulations, ordinances and other similar national and international requirements of the country, state and province in which Customer is accessing and using the Service and content.
- If any provision of these Conditions is held by any authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provisions in question shall not be affected thereby.
- The Contract shall be governed by the laws of England and the Customer submits to the exclusive jurisdiction of the English Courts.
6th February 2020