Raildar Commercial Subscription and Licensing Terms and Conditions
- 1.1. These terms and conditions shall govern the access to articles and information provided through our website or mobile application or API services, and the use of those articles, services and information.
- 1.2. You will be asked to give your express agreement to these terms and conditions before you place an order on our website.
- 1.3. This document does not affect any statutory rights you may have as a consumer.
- 2.1. In these terms and conditions:
- 2.1.1. "we" means Arc Internet Ltd. registered in England and Wales under registration number 07414635 (and "us and "our" should be construed accordingly);
- 2.1.2. "you" means our customer (either individual or corporate entity) or prospective customer under these terms and conditions (and "your" should be construed accordingly);
- 2.1.3. "agent" means an individual, or employee, representative or contractor of your corporate entity;
- 2.1.4. "articles" means content, data or reports that are available for purchase or access on our website.
- 2.1.5. "services" means the machine to machine application programming interfaces we provide on our website, which provide access to the data within our website.
- 2.1.6. "delay repay" is passenger compensation paid by train operators according to their Passenger Charters.
- 2.1.7. "subscription" is a monthly re-occuring payment to access our website for commercial use, or where you are paid for the accessing the articles or services from our website.
- 2.1. In these terms and conditions:
3. Order process
- 3.1. The advertising of articles on our website constitutes an "invitation to treat" rather than a contractual offer.
- 3.2. No contract will come into force between you and us unless and until we accept your order in accordance with the procedure set out in this Section 3.
- 3.3. To enter into a contract you warrant that you have authority to enter into these Terms and Conditions, in particular you warrant:
- 3.3.1. as a corporate entity you are a director or relevant authorised representative of the corporate entity and have approval to enter into these terms and conditions;
- 3.3.2. as an individual you are 18 years or older and you are able to form a binding contract with us.
- 3.4. To enter into a contract through our website to purchase articles or services from us, the following steps must be taken:
- 3.4.1. if you are a new customer, you must then create an account, you must consent to the terms of this document with us and log in.
- 3.4.2. if you are an existing customer, you must enter your login details.
- 3.4.3. you must choose the type of subscription you are purchasing and you must credit your account with the first month's subscription amount, by visiting our payment service provider's website (which is embedded into our own website).
- 3.4.4. our payment service provider will handle your payment.
- 3.4.5. we will then send you an initial acknowledgement.
- 3.4.6. On subscription payment your order will become a binding contract.
- 3.4.7. Your subscription will automatically renew every calendar month on the same day of the month that the subscription started, until you cancel it.
- 3.4.8. Once you have a paid subscription you must configure the article to your requirements may use and access the articles;.
- 3.4.9. To access the services you will need to, at your own cost, configure and program your computer systems, in accordance with our API.
- 3.5. Alternatively, you may enter into a contract by contacting one of our account managers; They will discuss your requirements and will provide you with your account information and website or service credentials; When you access articles or services the contract becomes binding; The subscription payment will then be invoiced and will become immediately payable; Your subscription will renew automatically every month, unless you c ontact your account manager to cancel your subscription 3 business days before your renewal date; Your account will be closed on the renewal date and you will no longer be able to access the articles or services.
- 3.6. If you wish to cancel your subscription you must visit our website, enter the account management section and click on the cancel subscription button and confirm your cancellation, or if you have one, contact your account manager, 3 days business days prior to your renewal date.
- 4.1. Our prices are quoted on our website or by our account manager after discussing your requirements.
- 4.2. We have varying levels of articles and/or services, these may be provided by varying subscriptions, you may need to purchase more than one subscription.
- 4.3. We will from time to time change the prices quoted on our website, but this will not affect contracts that have previously come into force.
- 4.4. All amounts stated in these terms and conditions or on our website are stated inclusive of VAT.
5. Licensing of articles and services
- 5.1. We will supply articles and services to you in the format or formats specified on our website, and by such means and within such periods as are specified on our website.
- 5.2. Subject to you having a valid subscription to access the articles or services, and compliance with these terms and conditions, we grant to you a worldwide, non-exclusive, non-transferable, revocable licence for any purpose commercial or non-commercial to make use or re-use of articles and services, by you, your employees, representative or subcontractors, permitted by Section 5.3, providing that you must not in any circumstances make any use of the articles or services that is prohibited by Section 5.4.
- 5.3. The "permitted uses" of articles or services are:
- 5.3.1. downloading a copy of each of the articles;
- 5.3.2. sharing a copy of each of the articles using the share feature of our website;
- 5.3.3. making, storing and viewing copies of the articles, on any device;
- 5.3.4. access and display our services on any device;
- 5.3.5. process the articles or services and combining it with any other information ("derived work");
- 5.3.6. printing of each of the articles;
- 5.3.7. distribute, publish, use derived works, as printed or electronic human readable reports to you and to your customers, as long as you restrict access to the derived works to authorised users, and the total number of authorised users per derived work is less than 500, or the otherwise agreed limit;
- 5.4. The "prohibited uses" of the articles or services are:
- 5.4.1. the publication, sale, licensing, sub-licensing, renting, transferring, transmission, broadcasting, distribution or redistribution of any article or service (or part thereof) in any format, except expressly permitted in section 5.3;
- 5.4.2. the use of any article (or part thereof) in any way that is unlawful or in breach of any person's legal rights under any applicable law, or in any way that is offensive, indecent, discriminatory or otherwise objectionable;
- 5.4.3. that would contravene any law, guidance or regulation;
- 5.4.4. in any safety critical systems, or that could endanger individuals, animals or property;
- 5.4.5. anything that could damage the reputation of us or the Raildar brand; or use the articles or services in any manner that invokes hatred, violence, or discriminatory behaviour.
- 5.4.6. the use of any article or service (or part thereof) to compete with us, whether directly or indirectly;
- 5.4.7. reverse engineer, disassemble, modify, adapt or decompile the services;
- 5.4.8. misuse the services with intention to introduce viruses, logic bombs, worms, trojan-horses or other devices to maliciously affect or disrupt the services;
- 5.4.9. attempt to circumvent any of our security measures, or attempt to gain unauthorised access to our computer systems or databases;
- 5.4.10. attack our systems by means of a denial or service attack;
- 5.4.11. the circumvention or removal of, or any attempt to circumvent or remove, the technological measures applied to any article for the purpose of preventing unauthorised use, providing that nothing in this Section 5.4 will prohibit or restrict you or any other person from doing any act expressly permitted by applicable law.
- 5.5. You warrant to us that you have access to the necessary computer systems, technical expertise, media systems, software and network connections to receive and enjoy the benefit of the articles and services.
- 5.6. All intellectual property rights and other rights in the articles not expressly granted by these terms and conditions are hereby reserved.
- 5.7. You must retain, and must not delete, obscure or remove, copyright notices, logos and other proprietary notices on or in any article.
- 5.8. The rights granted to you in these terms and conditions are personal to you, and you must not permit any third party to exercise these rights.
- 5.9. If you breach any provision of these terms and conditions, then the licence set out in this Section 5 will be automatically terminated upon such breach.
- 5.10. On termination of this licence under this Section 5 you must:
- 5.10.1. delete your account credentials (api tokens, secrets and passwords) and cease to access our services; and
- 5.10.2. if you have not previously done so, promptly and irrevocably delete from your computer systems and other electronic devices all copies of the relevant articles in your possession or control.
6. Distance contracts: cancellation right
- 6.1. This Section 6 applies if and only if you offer to contract with us, or contract with us, as a consumer - that is, as an individual acting wholly or mainly outside your trade, business, craft or profession.
- 6.2. You may withdraw an offer to enter into a contract with us through our website, or cancel a contract entered into with us through our website, at any time within the period:
- 6.2.1. beginning upon the submission of your offer; and
- 6.2.2. ending at the end of 14 days after the day on which the contract is entered into, subject to Section 6.3. You do not have to give any reason for your withdrawal or cancellation.
- 6.3. You agree that we may begin the provision of articles before the expiry of the period referred to in Section 6.2, and you acknowledge that, if we do begin the provision of articles before the end of that period, you will lose the right to cancel referred to in Section 6.2.
- 6.4. In order to withdraw an offer to contract or cancel a contract on the basis described in this Section 6, you must inform us of your decision to withdraw or cancel (as the case may be). You may inform us by means of any clear statement setting out the decision. In the case of cancellation, you may inform us using the cancellation form that we will make available to you. To meet the cancellation deadline, it is sufficient for you to send your communication concerning the exercise of the right to cancel before the cancellation period has expired.
- 6.5. If you cancel an order on the basis described in this Section 6, you will receive a full refund of the amount you paid to us in respect of your subscription.
- 6.6. We will refund money using the same method used to make the payment, unless expressly agreed otherwise. In any case, you will not incur any fees as a result of the refund.
- 6.7. We will process the refund due to you as a result of a cancellation on the basis described in this Section 6 without undue delay and, in any case, within the period of 14 days after the day on which we are informed of the cancellation.
7. Valid Subscription
- 7.1. To use our articles or services for any commercial purpose you must have a valid subscription.
- 7.2. Subscriptions are renewed monthly on the same day of the month as the subscription start date, unless cancelled.
- 7.3. For a subscription to be valid it must be fully paid in advance.
- 7.4. To access articles on our website you, your employee, representative or contractor must have their own subscription. The following conditions apply to subscriptions for articles:
- 7.4.1. Your subscription can have multiple agents ("seats") and you can assign individuals to the seats;
- 7.4.2. You can add or remove individuals assigned to your seats at any time, although you can make only one change per 48 hour period;
- 7.4.3. You cannot assign greater number of individuals than paid for seats that are part of your subscription;
- 7.4.4. If the number of individuals assigned is less than the number of seats, the full amount of the subscription is still payable and when renewed it will be at the same cost;
- 7.4.5. You may increase your number of seats at any time through the website; the website will show the increase in cost; the number of seats will be increased immediately but you will not charged until your subscription renews;
- 7.4.6. You may decrease your number of seats at any time, as long as number of individuals assigned is equal to or less than the seats you want to decrease it to; Your subscription cost will be decreased at next renewal; No refund will be due for the unused period of the month.
- 7.5. To access services on our website you must have a valid subscription. The following conditions apply to subscriptions for services:
- 7.5.1. Your subscription will allow for a number of "requests" per 24 hour period;
- 7.5.2. You may make your requests from any of your computer systems, although you must not allow third parties to make requests on your behalf;
- 7.5.3. You can make multiple requests per HTTP(s) request, these will be accounted as number of requests in the HTTP, not the singular HTTP request;
- 7.5.4. By accessing some of our services they may cost more than one "request". This is explained in our API documentation.
- 7.5.5. We don't normally apply a hard limit and restrict your number of requests per 24 hour period, however we reserve the right to without notice restrict your service, if your number of requests increases significantly, or your requests produce undue load on our systems.
- 7.5.6. We do monitor your number of requests and will contact you to increase your subscription if you regularly exceed your number of requests per 24 hour period. If you refuse to increase your subscription, we reserve the right to apply a hard limit or restrict your service.
- 7.6. Normally we will collect your subscription payment automatically using the credit card you provided during creation of your account. In this case following will apply:
- 7.6.1. 3 days before your subscription is due to renew, we will attempt to charge your credit card with next months renewal.
- 7.6.2. If your payment is successful we will send you a VAT invoice for the subscription via email (it will be available on our website).
- 7.6.3. If payment fails, we will email you so that you can update your credit card details.
- 7.6.4. You will not be able to access our website articles after your current subscription expires, unless you successfully pay your subscription by credit card.
- 7.6.5. If you use services we will allow a 10 day grace period to allow you to continue using them. However if after 10 days after your renewal date we have not received payment of your subscription we will restrict your access to the services. We will inform you of this via email.
- 7.7. If you have an account manager, your subscription could be paid by invoice. If so 3 days before your subscription is due for renewal you will receive an invoice. Invoices are normally payable on 14 day terms, if you fail to pay your invoice we may terminate or restrict your account. We will inform you of this via email.
8. Intellectual copyright
- 8.1. For the purpose of this Contract, "Intellectual Property Rights" shall mean all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, whether registered or unregistered and including all applications for and renewals or extensions of such rights.
- 8.2. Most of the data provided by Raildar is sourced from Network Rail Open Data feed. This is combined with other open data sources. These sources are licenced to us under permissive licences, hence we license the content, articles and services for any commercial or non-commercial use.
- 8.3. You acknowledge that:
- 8.3.1. that the Intellectual Property Rights in the content, systems and designs that operate Raildar belong to Arc Internet Ltd.
- 8.3.2. any Intellectual Property Rights created to process the services provided by Raildar belong to you.
- 8.3.3. Raildar is a registered trademark belonging to Arc Internet Ltd.
- 8.4. You should credit where possible any licenser of content and/or the services provided by Raildar under these terms and conditions.
9. Warranties and representations
- 9.1. You warrant and represent to us that:
- 9.1.1. you are legally capable of entering into binding contracts;
- 9.1.2. you have full authority, power and capacity to agree to these terms and conditions;
- 9.1.3. all the information that you provide to us in connection with your order is true, accurate, complete, current and non-misleading; and
- 9.1.4. during the term of the contract you will keep us informed in the event any details change on your account.
- 9.1.5. you will not use the articles or services in any safety critical system, or the articles or services will be used where they could endanger individuals, animals or property.
- 9.2. We warrant that we will use best efforts and reasonable skill to operate the website.
- 9.3. We warrant to you that we have the right to licence the articles and services on the website, except where GPL software is used (although we do share any modifications). We warrant that we own the Intellectual Property Rights in any commercially licenced content.
- 9.4. All of our warranties and representations relating to articles and services are set out in these terms and conditions. To the maximum extent permitted by applicable law and subject to Section 10.1.4, all other warranties and representations are expressly excluded.
- 9.5. While we have endeavoured to ensure the accuracy of information on the website, articles and services, we do not guarantee or give any warranty as to the accuracy, fitness for purpose, timeliness or completeness of any information, articles, services or material on the website. The Website, articles, services and the Content are provided "as is" without any warranties of any kind unless specifically stated.
- 9.6. Without limiting the effect of Section 9.5, we do NOT warrant that:
- 9.6.1. the content, articles or services are reliable, secure, complete, accurate or timely;
- 9.6.2. the content, articles or services are usable by you, your employees, representatives, customers, third party or contractor;
- 9.6.3. the services are compatible with your computer systems;
- 9.6.4. the content, articles or services are free from interruption, unless your subscription includes a service level agreement, or a service level agreement has been agreed separately.
- 9.1. You warrant and represent to us that:
10. Limitations and exclusions of liability
- 10.1. Nothing in these terms and conditions will:
- 10.1.1. limit or exclude any liability for death or personal injury resulting from negligence;
- 10.1.2. limit or exclude any liability for fraud or fraudulent misrepresentation;
- 10.1.3. limit any liabilities in any way that is not permitted under applicable law; or
- 10.1.4. exclude any liabilities that may not be excluded under applicable law, and, if you are a consumer, your statutory rights will not be excluded or limited by these terms and conditions, except to the extent permitted by law.
10.2. The limitations and exclusions of liability set out in this Section 10 and elsewhere in these terms and conditions:
- 10.2.1. are subject to Section 10.1.4; and
- 10.2.2. govern all liabilities arising under these terms and conditions or relating to the subject matter of these terms and conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these terms and conditions.
10.3. We will not be liable to you in respect of any losses arising out of any event or events beyond our reasonable control.
- 10.4. We will not be liable to you in respect of any business losses, including (without limitation) increased costs, loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill.
- 10.5. We will not be liable to you in respect of any loss or corruption of any data, database or software.
- 10.6. We will not be liable to you or any other person or entity, in respect of any special, punitive, indirect, consequential, incidental or other similar damages, costs or losses arising out of this agreement, even if we have been advised of the possibility of such damages, costs or losses.
- 10.7. We will not be liable for any loss or damages in respect to delay repay claims or payments.
- 10.8. You accept that we have an interest in limiting the personal liability of our officers and employees and, having regard to that interest, you acknowledge that we are a limited liability entity; you agree that you will not bring any claim personally against our officers or employees in respect of any losses you suffer in connection with the website or these terms and conditions (this will not, of course, limit or exclude the liability of the limited liability entity itself for the acts and omissions of our officers and employees).
- 10.9. We shall not be liable for any delay in delivery of Services.
- 10.10. Our aggregate liability to you in respect of any contract to provide services to you under these terms and conditions shall not exceed the greater of:
- 10.10.1. 50 pounds sterling (GBP); and
- 10.10.2. the total amount paid and payable to us under the contract in the 6 months prior to the liability arising.
- 10.1. Nothing in these terms and conditions will:
- 11.1. Each party shall keep the other party's information confidential and shall not:
- 11.1.1. disclose any confidential information in whole or in part to any third party; or
- 11.1.2. use any confidential information except for performing its obligations or rights under these terms and conditions.
- 11.2. Confidential information is any information that any business person would regard as confidential relating to:
- 11.2.1. the processes, operations, know-how, trade secrets, software, designs, products of the disclosing party;
- 11.2.2. the customers, employees, suppliers, affairs, market opportunities, plans or intentions of the disclosing party.
- 11.3. Confidential information includes usernames, passwords, api tokens, shared secrets, documentation, endpoints provided by us.
- 11.4. Each party shall keep the other party's information secure, and shall use the best available security practices to prevent, and take appropriate remedial action to prevent, unauthorised access to confidential information.
- 11.5. The Receiving Party shall restrict disclosure of such Confidential Information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party's obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party.
- 11.6. A party may disclose Confidential Information to the extent required by law, by any governmental or other regulatory authority, or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of the disclosure as possible.
- 11.7. All confidential information shall remain the property of the disclosing party. Each party reserves all rights in its confidential information. No rights, including but not limited to, intellectual property rights, in respect of a disclosing party's confidential information are granted to the other party and no obligations are imposed on the disclosing party other than those expressly stated in this agreement.
- 11.1. Each party shall keep the other party's information confidential and shall not:
12. Term and Termination
- 12.1. These terms and conditions will commence on the date you start your first subscription or access our articles or services.
- 12.2. Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:
- 12.2.1. the other party commits a material breach of the Contract (other than a failure to pay an amount due under the Contract) and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being requested in writing to do so;
- 12.2.2. the other party suspends, or threatens to suspend, payment of its debts;
- 12.2.3. the other party is unable to pay its debts as they fall due or admits inability to pay its debts;
- 12.2.4. the other party (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
- 12.2.5. the other party being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986; or
- 12.2.6. 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 (being a company) 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;
- 12.2.7. being a company, 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, over the other party;
- 12.2.8. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;
- 12.2.9. you incur a change of control (within the meaning of section 1124 of the Corporation Tax Act 2010).
- 12.3. You may terminate these Terms and Conditions by giving 3 business days notice prior to your subscription renewal date, in which these terms and conditions will cease on the renewal date.
- 12.4. We may terminate the services, articles and terms and conditions by giving you 90 days notice.
- 12.5. We may terminate the services, articles and terms and conditions with immediate effect, if any of our data providers give us notice that they are ceasing or change the licencing of those sources.
- 12.6. On termination you should promptly pay any outstanding amounts and cease to access our articles, content or services. You should disconnect from our services and remove any software from your systems that was used to access our services. You should return or destroy any copies of usernames, passwords or documentation that were provided by us under these terms and conditions.
- 12.7. If a party is required by any law, regulation, or government or regulatory body to retain any documents or materials that it would otherwise be required to return or destroy under this clause it should inform the other party in writing of the material retained.
13. Service Level Agreement
- 13.1. We shall use best efforts to maintain a system that provides a high level of availability and responsiveness. We cannot provide any guarantees on completeness of the dataset due to the nature of the data feeds we rely on. The Open data feeds provide no guarantees to us, so we cannot provide them to you.
- 13.2. We measure the availability and response times of our services, and measure them averaged over the calendar month. We use these average monthly measurements when calculating any service credits.
- 13.3. If the availability or responsiveness drop below the levels defined below, we will apply a service credit to your subscription renewal payment:
- 13.3.1. If the availability drops below 99% on the monthly average, or the average response time drops below 1500 milli seconds, we will apply a 5% rebate on your renewal subscription price.
- 14.1. We may revise these terms and conditions from time to time by publishing a new version on our website.
- 14.2. A revision of these terms and conditions will apply to contracts entered into at any time following the time of the revision, but will not affect contracts made before the time of the revision.
- 15.1. You hereby agree that we may assign, transfer, novate, sub-contract or otherwise deal with our rights and/or obligations under these terms and conditions providing, if you are a consumer, that such action does not serve to reduce the guarantees benefiting you under these terms and conditions.
- 15.2. You agree you are acting on your own behalf.
- 15.3. You may not without our prior written consent assign, transfer, sub-contract or otherwise deal with any of your rights and/or obligations under these terms and conditions.
16. No waivers
- 16.1. No breach of any provision of a contract under these terms and conditions will be waived except with the express written consent of the party not in breach.
- 16.2. No waiver of any breach of any provision of a contract under these terms and conditions shall be construed as a further or continuing waiver of any breach of that provision or any other provision of that contract.
- 17.1. If a provision of these terms and conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.
- 17.2. If any unlawful and/or unenforceable provision of these terms and conditions would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.
18. Third party rights
- 18.1. A contract under these terms and conditions is for our benefit and your benefit, and is not intended to benefit or be enforceable by any third party.
- 18.2. The exercise of the parties' rights under a contract under these terms and conditions is not subject to the consent of any third party.
19. Entire agreement
- 19.1. Subject to Section 10.1.4, these terms and conditions, Raildar website general terms and conditions of use, shall constitute the entire agreement between you and us in relation to subscriptions and access to articles and the use of the services we provide, and shall supersede all previous agreements between you and us in relation to the subscriptions, access to articles and use of services.
20. Law and jurisdiction
- 20.1. These terms and conditions shall be governed by and construed in accordance with English law.
- 20.2. Any disputes relating to these terms and conditions shall be subject to the exclusive jurisdiction of the courts of England.
21. Statutory and regulatory disclosures
- 21.1. We will not file a copy of these terms and conditions specifically in relation to each user or customer and, if we update these terms and conditions, the version to which you originally agreed will no longer be available on our website. We recommend that you consider saving a copy of these terms and conditions for future reference.
- 21.2. These terms and conditions are available in the English language only.
- 21.3. Our VAT number is GB-102707455.
22. Our details
- 22.1. This website is owned and operated by Arc Internet Ltd.
- 22.2. We are registered in England and Wales under registration number 07414635, and our registered office is at Block E, Brunswick Square, Union Street, Oldham, OL1 1DE.
- 22.3. You can contact us by writing to the address given above, by using our website contact form, by telephone on the number given on our website or by email to [email protected].
Except as expressly provided in these Terms and Conditions, the rights and remedies provided under these Terms and Conditions are in addition to, and not exclusive of, any rights or remedies provided by law.