Terms and Conditions of Use

These terms and conditions were last updated on 29/07/15

These terms and conditions cover this website (www.rapidtender.com), the Countfire website (www.countfire.com) and also the Countfire service

1. This Service

1.1 The Countfire (Service) is provided by Rapid Tender Limited (us, we) to you. Your use of this Service and any additional services provided or introduced by us and contained within constitutes acceptance by you of these Terms and Conditions.

1.2 Part of the function of the Service is to produce quantities in the form of an Output. The Output consists of the quantities within an Excel Spreadsheet, PDF Drawings, Check Sheets and any other information produced as part of the Services.

1.3 We shall provide the Service using reasonable care and skill. We shall use reasonable endeavours to provide quantities, as part of the Service, that are as accurate as possible, however the final responsibility lies with you to ensure that such quantities are correct.

2. Registration and Account Integrity

2.1 As part of the registration process you will need to create an account, including a username & password. It is your responsibility to ensure that the information you provide is accurate, not misleading and relates to you. You cannot create an account or username & password using the names and information of another person or using words that are the trademarks or the property of another party (including ours), or vulgar, obscene or in any other way inappropriate. We reserve the right with or without notice to suspend or terminate any account in breach.

2.2 Where we provide an organisation with a number of user licenses for the Service these must be adhered to. User licenses cannot be shared between users. A breach of this clause will result in termination of the abused accounts and/or all accounts provided to the organisation.

2.3 If for any reason you suspect that your username & password has been disclosed to or obtained by another party you should contact us immediately. Please note that we never contact users requesting them to confirm their username & password or other details.

3. Pricing, Plans and Features

3.1 For current pricing and plans please contact us.

3.2 We reserve the right to change pricing, plans and the features offered at any time and without notice to you.

4. Payment and Credit Control

4.1 All services are billed monthly in advance.

4.2 If you upgrade from a free or trial acccount you will be immediately charged for the necessary full account or accounts. Your monthly payment will be due from that date each month onwards.

4.3 Where the Service has been paid for 12 months in advance, (where this option is offered by us) payment will be taken in full on each anniversary.

4.4 For monthly accounts it is a condition of use that a valid debit or credit card is provided at all times in order for your account or accounts to remain active.

4.5 Where a credit or debit card payment request is made by us and is declined by your card company or bank (for whatever reason) access to your account or accounts may be suspended immediately until such time as a valid payment has been processed and a valid credit or debit card is associated with your account or accounts.

5. Cancellation

5.1 You may cancel your account or accounts at any time.

5.2 Cancellation should be done by contacting our support email address.

5.3 Cancellation by any other means, including (but not limited to) telephone call, fax, text or instant message is not valid.

5.4 No refunds will be provided for remaining unused days under a monthly or 12-month account or accounts.

6. Upgrading or Downgrading Accounts

6.1 Users have the ability to upgrade or downgrade their accounts and the services offered at any time.

6.2 Where an account is downgraded the applicable user will be responsible for all the data within the account and any loss of data caused by the downgrading and removal of any service within the account connected to the downgrade.

6.3 Users should backup and download their data prior to requesting a downgrade in service.

6.4 No refunds will be offered for downgraded monthly accounts that have been downgraded before the monthly charge is due on the account. The new lower monthly charge will be automatically applied on the usual date of the monthly charge.

6.5 Where an account is upgraded the new higher monthly charge will be automatically applied on the next usual date of the monthly charge.

6.6 In the case of 12-month accounts (where offered) where the user downgrades the account no refund will be offered.

6.7 Where a 12-month account is upgraded the increased charge will be applied immediately to the account for the additional amount due until the anniversary date.

7. Trial and Offer Periods

7.1 Trial or offer periods are offered at our sole discretion and are subject to withdrawal at any time and without notice.

7.2 Only one person may use a single free or trial account, the account cannot be shared amongst multiple individuals.

7.3 These Terms and Conditions apply to all trial or offer period accounts.

8. Technical Support

8.1 Technical support is provided via email and such other means as we decide in order to provide a proper service to users.

8.2 We reserve the right not to provide a full techncial support service to free or trial account users.

9. Specific Service Rules

9.1 As a user you agree not to do any of the following:

9.1.1. Abuse, harass, threaten, stalk, defame or in anyway seek to violate the rights of another user or third party.

9.1.2. Publish or seek to distribute any material or information that is unlawful, harmful, obscene, indecent, libellous, profane, defamatory, racist, or in any other way inappropriate or objectionable.

9.1.3. Use or harvest data provided by other users in a way that they would object to.

9.1.4. Encourage illegal activity or activity that violates the rights of other Service users or third parties, whether individuals or organisations.

9.1.5. Supply or post content calculated to deliberately mislead other users or third parties, including content falsely made to appear from or be endorsed by us.

9.1.6. To pose as another user, third party or organisation employee for the purposes of obtaining user or third party information.

9.1.7. To transmit or transfer any viruses, trojans, worms or any other malicious programs or code intended to spy on, gain control over, disrupt, destroy or in any other way impair any computer hardware or software or any other equipment.

9.1.8. Attempt to gain access to our servers or other equipment in order to disrupt, impair, overload or otherwise hinder or compromise the safety, security or privacy of any of the services provided by or relied upon by us and users.

9.1.9. Reframe or repurpose the Service or any content on it, remove, obscure or block any notices (and advertising as applicable) provided by us on the Service.

9.1.10. Load or provide access to content on the Service or link to other content from the Service, which infringes the trademark, patent, trade secret or any other proprietary right of a third party or infringes any intellectual property law.

9.1.11. Send junk or spam email or emails or posts promoting pyramid schemes, chain letters or any other activity that invites users and others to participate in wasting their time and/or money.

9.1.12. Use any robot, spider, scraper or other technical means to access the Service or any content on the Service.

9.2 If you breach these Terms and Conditions by sending any unsolicited bulk email, (spam) or any other bulk communications to users your actions will cause harm to us and to the Service. Such harm is difficult to quantify and as such you agree to pay us the sum of £50 for each and every individual email or other communication sent to a user or third party.

9.3 The above list is not intended to be exhaustive. We reserve the right to remove (with or without notice) any content and suspend or terminate (with or without notice) the account of any user who in our sole judgment is in breach of these Terms and Conditions.

10. Copyrighted Material

10.1 We do not condone or encourage in any way the posting of copyrighted or proprietary content or information by any users who are not the legal owners of such content.

10.2 Where notified of such breaches by the owner of such content we will remove the content from the Service as soon as practicable. But only where we can reasonably ascertain the true owner of such content.

10.3 If as the owner of such content you believe that your rights have been infringed you should contact us as soon as possible and provide all relevant information in writing.

11. Intellectual Property Rights

11.1 Rapid Tender IPR is defined as the Intellectual Property Rights proprietary or licensed to us and used in the provision of the Service, including, without limitation, our proprietary software, the look and feel of the Output, any quantifying method, method analysis, methodologies or know-how.

11.2 You acknowledge and agree that we (and/or our licensors) own all Intellectual Property Rights in the Rapid Tender IPR. Except as expressly stated herein, the use of the Service does not grant you any rights to, or in, the Intellectual Property Rights in the Rapid Tender IPR.

11.3 We acknowledge and agree that you (and/or your licensors) own all Intellectual Property Rights in the documentation you upload to the Service. Except as expressly stated herein, the use of the Service does not grant us any rights to, or in, the Intellectual Property Rights in the documentation uploaded to the Service by you.

11.4 We hereby grant you a non-exclusive, perpetual licence to use the Output for the purpose of using the Service and making use of the Output in accordance with these terms and conditions, and for no other purpose whatsoever.

11.5 To the extent that the Output is based upon the documentation uploaded to the Service by you, you shall indemnify us against all damages, losses and expenses arising as a result of any action or claim that the Output infringes the Intellectual Property Rights of a third party.

11.6 You shall indemnify us against all damages, losses and expenses arising as a result of any action or claim that our receipt and/or use of the documentation uploaded to the Service by you infringes the Intellectual Property Rights of a third party.

12. Content Monitoring

Users can freely add content to the Service. We do not monitor or assume any responsibility for content posted onto the Service. If at any time we decide to monitor the Service on any occasion it does not mean that we assume responsibility for removing any content or the conduct of any users at the time or in the future.

13. Termination

13.1 We may terminate your user account and all content and materials associated with it at any time where these Terms and Conditions have been breached. Such termination can be with or without notice. As a user you can choose to terminate your account at any time (subject to any payment plan entered into) and are free to remove any content you have created on termination.

13.2 Various clauses within these Terms and Conditions are designed to survive and continue after termination, including (but not limited to) clauses 10, 11, 16 and 17.

14. Access and Backups

14.1 We take all reasonable steps to ensure that the Service is available and functioning fully at all times. However, we do not accept any responsibility for "down-time" or poor performance of our servers or infrastructure, or where the Service is unavailable for any other reason, whether within or outside our direct control.

14.2 You are solely responsible for backing up any content or data entered onto the Service by you. We strongly recommend that you regularly and completely backup all of your content and data on the Service.

15. Disclaimer

We are not responsible for any links to third party websites from the Service and the inclusion of any link does not imply an endorsement of a third party website or service by us.

16. Limitation of Liability

16.1 This Clause 16 sets out our entire financial liability (including any liability for the acts or omissions of our employees, agents and sub-contractors) to you in respect of any breach of these Terms and Conditions; any use made by you of the Service or the Output, whether in part or in whole; and any representation, statement or tortious act or omission (including negligence) arising under or in connection with these Terms and Conditions or use of the Service or the Output.

16.2 You assume sole responsibility for results obtained from the use of the Service or the Output, and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to us by you in connection with the Service; nor any errors, omissions or false positives caused by any quantifying method or any other method used in the course of providing the Service;

16.3 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.

16.4 Nothing in these Terms and Conditions shall exclude or limit our liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation or any other liability that cannot be excluded by law.

16.5 We shall not be liable for any loss of profits; loss of business; loss of revenue; depletion of goodwill and/or similar losses; loss or corruption of data or information; pure economic loss; special, indirect or consequential loss, costs, damages, charges or expenses however arising under the use of the Service or the Output.

16.6 Our total liability arising in connection with the use of the Service or the Output for each claim or a series of related claims shall in all circumstances be limited to 100% of the Fees paid by you to us in the 12 months immediately prior to when the cause of action arose.

16.7 Our total aggregate liability arising in connection with the use of the Service or the Output shall in all circumstances be limited to 100% of the Fees paid by you to us.

16.8 As the Fees for the Service properly reflect the delineation of risk between the parties, each party agrees to ensure that it will be responsible for making its own arrangements for the insurance of any loss in excess of its accepted legal liability as necessary.

17. Indemnity

You agree to defend, indemnify and hold us and our agents 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 Service, any other service provided by us, or the Output (other than for its own internal business purposes), including without limitation any disclosure or use of the Output to or with any third parties.

18. Privacy

Use of the Service is also governed by our Privacy Policy, which is incorporated into these Terms and Conditions by this reference.

19. Severability

The foregoing paragraphs, sub-paragraphs and clauses of these Terms and Conditions shall be read and construed independently of each other. Should any part of this agreement or its paragraphs, sub-paragraphs or clauses be found invalid it shall not affect the remaining paragraphs, sub-paragraphs and clauses.

20. Waiver

Failure by us to enforce any accrued rights under these Terms and Conditions is not to be taken as or deemed to be a waiver of those rights unless we acknowledge the waiver in writing.

21. Publicity

We reserve the right, for the purpose of promotional activity, training or for other business purposes, to refer to you in such marketing materials and literature. We will not disclose any confidential information for any such purposes.

21. Governing Law and Jurisdiction

21.1 These Terms and Conditions and any disputes or claims arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the laws of England and Wales.

21.2 The parties irrevocably agree that the courts of England and Wales have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).