RED EAGLE TECH LTD - TERMS AND CONDITIONS
Last Updated: March 2025 Document Ref: RT-TC-2025-01
1. INTRODUCTION AND DEFINITIONS
1.1 Parties
These General Terms and Conditions ("Terms") constitute a legally binding agreement between Red Eagle Tech Ltd ("Red Eagle Tech", "we", "us", "our"), a company registered in England and Wales, and the customer ("Customer", "you", "your") that accepts these Terms.
1.2 Effective Date
These Terms take effect when you sign a Statement of Work referencing these Terms, when you use or access any Red Eagle Tech services, or when you accept these Terms electronically (for example, by clicking "I Agree"), whichever occurs first.
1.3 Definitions
a) "Agreement" means these Terms together with any applicable Statement of Work (SOW).
b) "Confidential Information" means all information disclosed by one party to the other that is marked as confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.
c) "Data Protection Legislation" means all applicable data protection and privacy legislation in force from time to time in the UK including the Data Protection Act 2018, the UK GDPR (as defined in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018, and all other applicable legislation and regulatory requirements in force from time to time relating to the use of personal data.
d) "Deliverables" means all documents, products, and materials developed by Red Eagle Tech for you as specified in a SOW.
e) "Intellectual Property Rights" means patents, copyrights, trademarks, service marks, trade secrets, and all other intellectual property rights.
f) "Services" means the software engineering, system integration, automation solutions, and related services to be provided by Red Eagle Tech as detailed in a SOW.
g) "SaaS Products" means any software-as-a-service offerings provided by Red Eagle Tech, including but not limited to Zap Integrate.
h) "Statement of Work" or "SOW" means a document that describes the specific services to be performed by Red Eagle Tech, including deliverables, timelines, and fees.
i) "Content" means all materials and data uploaded, posted, or stored through your use of the Services or SaaS Products.
j) "User" means any individual within your organisation who accesses or otherwise uses the Services or SaaS Products.
2. OUR SERVICES
2.1 Provision of Services
Red Eagle Tech will provide the Services with reasonable skill and care in accordance with the applicable SOW and industry standards. Unless specifically included with the Services, Red Eagle Tech is not in the business of providing legal, financial, accounting, tax, health care, real estate or other professional services or advice. Consult the services of a competent professional when you need this type of assistance.
2.2 Delivery Timeline
While Red Eagle Tech will make reasonable efforts to meet any delivery dates specified in a SOW, such dates are estimates only and time shall not be of the essence.
2.3 Changes to Services
Red Eagle Tech may make changes to the Services that are necessary to comply with applicable law or that do not materially affect the nature or quality of the Services. Material changes will require your consent.
2.4 Personnel
Red Eagle Tech will assign qualified personnel to perform the Services. We may replace or reassign personnel at our discretion, provided that such changes do not adversely affect the Services.
3. SAAS PRODUCTS
3.1 Licence Grant
Subject to your compliance with this Agreement, Red Eagle Tech grants you a non-exclusive, non-transferable, limited right to access and use the SaaS Products during the subscription period, solely for your internal business purposes.
3.2 Service Levels
We will use reasonable efforts to make the SaaS Products available 24 hours a day, 7 days a week, except for planned maintenance (which we will provide advance notice of where possible) and any unavailability caused by circumstances beyond our reasonable control.
3.3 Account Access
You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must notify us immediately of any unauthorised use of your account.
3.4 Updates
We may update our SaaS Products from time to time to improve functionality, enhance security, or address issues. You agree to receive these updates as part of our service.
3.5 Mobile Device Usage
Use of our SaaS Products may be available through a compatible mobile device, requiring internet access and appropriate software. You are solely responsible for meeting these requirements, including any applicable changes, updates and fees as well as the terms of your agreement with your mobile device and telecommunications provider.
Red Eagle Tech makes no warranties or representations of any kind, express, statutory or implied as to: a) the availability of telecommunication services from your provider and access to the services at any time or from any location; b) any loss, damage, or other security intrusion of the telecommunication services; and c) any disclosure of information to third parties or failure to transmit any data, communications or settings connected with the services.
4. CUSTOMER RESPONSIBILITIES
4.1 Cooperation
You will:
a) Cooperate with Red Eagle Tech in all matters relating to the Services
b) Provide timely responses to questions and requests for information
c) Provide access to your premises, systems, and data as reasonably required
d) Ensure all information you provide is accurate and complete
e) Obtain all necessary licences, permissions, and consents required for the Services
f) Designate a primary contact person with authority to act on your behalf
4.2 Customer Delays
If Red Eagle Tech's performance is prevented or delayed by your act or omission, Red Eagle Tech may:
a) Suspend performance until you remedy the issue
b) Extend the timeline for delivery proportionate to the delay
c) Charge you for additional costs incurred due to the delay
4.3 Acceptable Use
You agree not to:
a) Use the Services or SaaS Products in any way that violates applicable laws or regulations
b) Use the Services or SaaS Products to infringe the rights of any third party
c) Attempt to gain unauthorised access to the Services, SaaS Products, or related systems
d) Upload or transmit any viruses, malware, or other harmful code
e) Interfere with or disrupt the integrity or performance of the Services or SaaS Products
f) Share access credentials with unauthorised third parties
g) Reverse engineer, decompile, or disassemble any part of the Services or SaaS Products
5. FEES AND PAYMENT
5.1 Fees
You will pay the fees specified in the applicable SOW or subscription plan. All fees are exclusive of VAT or other applicable taxes.
5.2 Invoicing
Red Eagle Tech will invoice you according to the payment schedule in the SOW or subscription plan. If no schedule is specified, we will invoice monthly in advance.
5.3 Payment Terms
Payment is due within 30 days from the invoice date. All amounts will be paid in the currency specified in the SOW or subscription plan.
5.4 Late Payment
If you fail to make payment by the due date:
a) Interest will accrue at 8% per annum above the Bank of England base rate
b) Red Eagle Tech may suspend Services if payment remains outstanding 14 days after the due date
c) Services may be subject to a reconnection fee following suspension
d) Red Eagle Tech reserves the right to withhold deliverables until payment is received
5.5 Billing Disputes
You must notify Red Eagle Tech of any billing disputes within 14 days of the invoice date. You must pay all undisputed amounts while the dispute is being resolved.
5.6 Price Changes
Red Eagle Tech may increase prices annually by providing at least 30 days' written notice.
5.7 Subscription Fees
For SaaS Products, the subscription fee will be charged in advance according to the billing cycle specified in your subscription plan. Subscription fees are non-refundable except as expressly provided in this Agreement.
5.8 Subscription Renewal
Unless otherwise specified, subscriptions for SaaS Products will automatically renew for additional periods equal to the expiring subscription term. You may cancel auto-renewal by notifying us at least 30 days before the renewal date.
6. TERM AND TERMINATION
6.1 Term
These Terms will remain in effect until terminated in accordance with this section or until all SOWs have expired or been terminated.
6.2 Termination for Convenience
Either party may terminate these Terms or any SOW by providing at least 30 days' advance written notice, unless otherwise specified in the SOW.
6.3 Termination for Cause
Either party may terminate these Terms or any SOW immediately if:
a) The other party materially breaches these Terms and fails to cure such breach within 30 days of written notice
b) The other party becomes insolvent, enters administration, or ceases to conduct business
6.4 Effect of Termination
a) Upon termination, you will pay all fees due for Services rendered up to the termination date
b) If you terminate for convenience, you will pay for any non-cancellable costs incurred by Red Eagle Tech
c) Red Eagle Tech will return or destroy your Confidential Information upon request
d) Provisions that by their nature should survive will remain in effect
6.5 Termination of SaaS Subscriptions
Upon termination of a SaaS Product subscription: a) Your right to access and use the SaaS Product will immediately cease and we may delete your Content without notice.
7. INTELLECTUAL PROPERTY
7.1 Pre-existing IP
Each party retains all rights to its pre-existing Intellectual Property Rights. You grant Red Eagle Tech a licence to use your pre-existing IP as necessary to perform the Services.
7.2 Deliverables
Unless otherwise specified in the SOW:
a) Red Eagle Tech retains ownership of all Intellectual Property Rights in the Deliverables
b) Red Eagle Tech grants you a non-exclusive, worldwide, perpetual licence to use the Deliverables for your internal business purposes
7.3 SaaS Product IP
Red Eagle Tech owns all Intellectual Property Rights in and to the SaaS Products, including any modifications, improvements, or derivative works. Your rights to use the SaaS Products are limited to those expressly granted in this Agreement.
7.4 Customer Content
You retain all rights to your Content. You grant Red Eagle Tech a licence to use your Content as necessary to provide the Services and SaaS Products.
7.5 Restrictions
You may not:
a) Modify, reverse engineer, or create derivative works from the Deliverables or SaaS Products
b) Remove any proprietary notices from the Deliverables or SaaS Products
c) Use Red Eagle Tech's Intellectual Property for any purpose not expressly permitted
7.6 Feedback
If you provide feedback, suggestions, or ideas about our Services or SaaS Products, we may use this feedback without restriction or compensation to you.
8. CONFIDENTIALITY AND YOUR PERSONAL INFORMATION
8.1 Confidentiality Obligations
Each party will:
a) Keep the other party's Confidential Information strictly confidential
b) Use Confidential Information only for purposes of this Agreement
c) Limit access to Confidential Information to employees and contractors who need to know
d) Ensure that anyone with access to Confidential Information is bound by confidentiality obligations
8.2 Exclusions
These confidentiality obligations do not apply to information that:
a) Is or becomes publicly available through no fault of the receiving party
b) Was rightfully known to the receiving party before disclosure
c) Is independently developed by the receiving party without use of the disclosing party's Confidential Information
d) Is required to be disclosed by law, provided that the receiving party gives advance notice to the disclosing party
8.3 Duration
The confidentiality obligations continue for 3 years after termination of these Terms.
8.4 Your Personal Information
You can view Red Eagle Tech's Privacy Policy on our website. Red Eagle Tech shall only use your personal information in accordance with our Privacy Policy and applicable data protection laws.
9. DATA PROTECTION AND SECURITY
9.1 Data Protection
Each party will comply with all applicable data protection legislation.
9.2 Security Measures
Red Eagle Tech will implement appropriate technical and organisational measures to protect your data against unauthorised or unlawful processing and against accidental loss or destruction.
9.3 Security Incidents
Red Eagle Tech will notify you without undue delay if we become aware of any unauthorised access to your data.
9.4 Customer Data
You retain all rights to your data. You grant Red Eagle Tech a licence to use your data as necessary to provide the Services and SaaS Products.
9.5 Data Processing
To the extent that Red Eagle Tech processes personal data on your behalf, the parties agree that you are the data controller and Red Eagle Tech is the data processor. Red Eagle Tech will process personal data only in accordance with your instructions and applicable data protection laws.
9.6 International Transfers
Red Eagle Tech may transfer personal data outside the UK for the purposes of providing the Services or SaaS Products. Any such transfers will be made in compliance with applicable data protection laws.
10. WARRANTIES
10.1 Red Eagle Tech Warranties
Red Eagle Tech warrants that:
a) The Services will be performed with reasonable skill and care
b) The Deliverables will substantially conform to the specifications in the SOW
c) The Services and SaaS Products will not infringe the Intellectual Property Rights of any third party
10.2 Customer Warranties
You warrant that:
a) You have the legal authority to enter into this Agreement
b) Your use of the Services and SaaS Products will comply with all applicable laws
c) Any materials you provide will not infringe the Intellectual Property Rights of any third party
10.3 Disclaimer
Except as expressly stated in these Terms, all warranties, conditions, and other terms, whether express or implied, are excluded to the fullest extent permitted by law. Red Eagle Tech specifically disclaims any warranty of merchantability or fitness for a particular purpose.
10.4 SaaS Product Warranty
Red Eagle Tech warrants that the SaaS Products will perform substantially in accordance with any applicable documentation. Your exclusive remedy for breach of this warranty is the repair or replacement of the affected SaaS Product.
11. LIMITATION OF LIABILITY
11.1 Excluded Liability
Neither party will be liable for:
a) Loss of profits, business, revenue, goodwill, or anticipated savings
b) Indirect or consequential loss or damage
c) Any loss arising from circumstances beyond its reasonable control
11.2 Liability Cap
Red Eagle Tech's total liability arising under or in connection with these Terms, whether in contract, tort (including negligence), or otherwise, will be limited to the amount paid by you for the Services during the 12 months preceding the event giving rise to the claim.
11.3 Exceptions
Nothing in these Terms limits liability for:
a) Death or personal injury caused by negligence
b) Fraud or fraudulent misrepresentation
c) Any other liability that cannot be excluded by law
12. INDEMNIFICATION AND EXPORT RESTRICTIONS
12.1 Red Eagle Tech Indemnification
Red Eagle Tech will defend, indemnify, and hold you harmless from and against any claims, damages, and expenses arising from any claim that the Deliverables or SaaS Products infringe a third party's Intellectual Property Rights, provided that you promptly notify Red Eagle Tech of the claim and give Red Eagle Tech sole control of the defence and settlement.
12.2 Customer Indemnification
You will defend, indemnify, and hold Red Eagle Tech harmless from and against any claims, damages, and expenses arising from:
a) Your breach of these Terms
b) Your use of the Services or SaaS Products in violation of these Terms
c) Your Content infringing a third party's Intellectual Property Rights
12.3 Export Restrictions
You acknowledge that the Services, SaaS Products and any underlying software may include technical data subject to restrictions under export control laws and regulations administered by the United Kingdom, United States government, and European Union. You agree that you will comply with these laws and regulations, and will not export or re-export any part of the Services or SaaS Products in violation of these laws and regulations, directly or indirectly.
13. GENERAL PROVISIONS
13.0 Compliance with Preservation Orders
Red Eagle Tech accepts no liability to you under this Agreement, or otherwise at law, for compliance by Red Eagle Tech with any order or notice, whether issued to Red Eagle Tech or to you, and whether issued by any court, tribunal, regulatory authority, arbitral tribunal or any body or authority exercising judicial, quasi-judicial, regulatory, or arbitral power or authority, requiring the preservation of any data, information, documents or Content (a "Preservation Order"). To the extent that a Preservation Order has been issued to you, you acknowledge that you are solely responsible for your compliance with it.
13.1 Relationship
The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, or agency relationship.
13.2 Assignment
Neither party may assign its rights or obligations under these Terms without the other party's prior written consent, which will not be unreasonably withheld. Red Eagle Tech may assign to an affiliate or successor without consent.
13.3 Force Majeure
Neither party will be liable for any delay or failure to perform due to causes beyond its reasonable control, including acts of God, natural disasters, terrorism, riots, war, pandemic, or governmental action.
13.4 Notices
All notices must be in writing and will be deemed given when delivered personally, sent by confirmed email, or sent by courier or registered mail to the address specified in the SOW.
13.5 Governing Law
These Terms are governed by the laws of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales.
13.6 Dispute Resolution
The parties will attempt to resolve any dispute through good faith negotiations. If negotiations fail, either party may initiate formal proceedings.
13.7 Severability
If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full force and effect.
13.8 Waiver
A party's failure to enforce any provision of these Terms will not constitute a waiver of that or any other provision.
13.9 Entire Agreement
These Terms and any SOWs constitute the entire agreement between the parties regarding the subject matter and supersede all prior agreements and understandings.
13.10 Amendment
Red Eagle Tech may update these Terms from time to time by posting the revised version on our website. Your continued use of the Services or SaaS Products after the effective date of any revised Terms constitutes your acceptance of those Terms. For material changes, we will provide notice via email or through the Services or SaaS Products.
14. SAAS SPECIFIC TERMS
14.1 Account Features
14.1.1 Trial Version
If you register for a trial use of a SaaS Product, you will have access for the specified trial period ("Trial Period"). You must decide to purchase a subscription to the SaaS Product within the Trial Period in order to retain access to any Content or data provided or created during the Trial Period. If you do not purchase a subscription by the end of the Trial Period, you will not be able to access or retrieve any of the data or Content you added to or created with the SaaS Product during the trial.
14.1.2 Beta Features
From time to time, we may include new or updated beta features in the SaaS Products ("Beta Features"). Beta Features may have associated fees, which will be disclosed to you at the time should you choose to accept and use the Beta Features. Your use of any Beta Feature is voluntary. You understand that once you use a Beta Feature, you may be unable to revert back to a prior non-beta version of the same or similar feature. Additionally, if such reversion is possible, you may not be able to return or restore data created within the Beta Feature back to the prior non-beta version. The Beta Features are provided on an "as is" basis and may contain errors or inaccuracies that could cause failures, corruption or loss of data and information. You acknowledge and agree that all use of any Beta Feature is at your sole risk.
14.2 Account Types and User Roles
Different account types may provide different levels of access and functionality. Features and pricing are as specified on our website or in a separate order form.
14.2.1 Administrator and Additional Users
When you initially register for a SaaS Product, you (or a party you authorise) become the administrator ("Administrator"). Administrators may authorise additional individuals to access the SaaS Products through the same account ("Additional Users").
As Administrator, you:
a) May designate another individual as a replacement Administrator
b) Are responsible for the access to the SaaS Products you grant to Additional Users
c) Acknowledge that Additional Users may be able to access, modify, or delete Content depending on their assigned permissions
d) Are responsible for providing notice to Additional Users before terminating their access
As an Additional User, you:
a) Understand you may not have the same level of access or rights as an Administrator
b) Acknowledge that your access is controlled by the Administrator
c) Agree that if you violate this Agreement, your access may be terminated
14.3 Support Services
Red Eagle Tech will provide support services for SaaS Products as described in the applicable service level agreement or as specified on our website.
14.4 Third-Party Integrations and Services
14.4.1 Third-Party Integrations
The SaaS Products may support integrations with third-party applications or services. Red Eagle Tech is not responsible for any third-party applications or services and does not warrant that integrations will continue to work if the third-party changes their systems.
14.4.2 Data Receipt Service
We may provide you with the opportunity to transfer certain data from a third-party product or service to our SaaS Products (the "Data Receipt Service"). You may need to be an active subscriber of the third-party product or service to use the Data Receipt Service.
In order to access a third-party product or service on your behalf, you may need to provide us with your login details. We will maintain your login details in encrypted form and will only use them in connection with the Data Receipt Service or otherwise at your direction. You hereby represent that you have the authority to provide the login details to Red Eagle Tech, and you expressly appoint Red Eagle Tech as your agent with limited power of attorney to access any third-party products or services and retrieve data on your behalf.
You agree that you will:
a) Review and comply with all third-party terms and conditions before you access the Data Receipt Services
b) Not use the Data Receipt Services in any manner that would infringe or violate the rights of Red Eagle Tech or any other party
We do not guarantee that you will be able to use the Data Receipt Service with any specific products or services. Third parties may make changes to their systems that may prevent or delay aggregation of data or affect the overall performance of the Data Receipt Service.
14.5 API Usage
If we provide you with access to APIs, you agree to use them in accordance with any documentation or guidelines we provide. We reserve the right to modify or discontinue APIs at any time.
14.6 Customer Content and Communication
You are solely responsible for the content you upload to or process using the SaaS Products. You agree not to upload any content that is illegal, harmful, or violates the rights of others.
14.6.1 Public Content
As a User, you may have the opportunity to share your data, Content, or ways in which you aggregate data ("Account Content") with other Users or third parties. When sharing any Account Content, you agree not to share any confidential information. If you have the option of accessing another User's Account Content, you understand and agree that the Account Content is being provided by the User, and not Red Eagle Tech, for information and guidance purposes only, and neither Red Eagle Tech nor such User are responsible in any way for your use of the Account Content.
14.6.2 Communication Services
We may provide you with the opportunity to communicate with other Users or third parties through the SaaS Products ("Communication Services"). You may choose whether or not you would like to use the Communication Services. You agree that you have received permission to communicate with any third parties through the Communication Services, and that such third parties have agreed to Red Eagle Tech's use and disclosure of data available in the Communication Services in accordance with this Agreement. Users who you communicate with may have access in the future to the data provided through the Communication Services, and you may not have the ability to restrict that access.
14.7 Usage Limitations
We may impose reasonable limitations on your usage of the SaaS Products, such as storage capacity or API call volumes. We will use reasonable efforts to notify you if you approach these limits.
Contact Information
Red Eagle Tech Ltd
483 Green Lanes
London
N13 4BS
United Kingdom
Email: hello@redeagletech.com
Phone: +44 (0)20 8044 3221
© 2025 Red Eagle Tech Ltd. All rights reserved.
