This Application is supplied and managed by FTI Consulting LLP (“FTI”).
If you wish for your business (the “Subscriber”) to sign up to use of the RDECX Application, please read the terms and conditions below carefully and confirm your agreement to those terms.
By subscribing to the RDECX Application the Subscriber will gain access to the RDECX Application via the website for its directors, members, employees and other representatives (each a “User”). The Subscriber will be provided with one set of log-in details for its Users and these log in details may not be shared with any third party without FTI’s prior written consent.
Access to the RDECX Application is subject to payment of an annual subscription fee (the “SubscriptionFee”) which shall be notified to you on the website subscription page.
VAT is payable in addition to the Subscription Fee quoted.
Payment of the Subscription Fee will buy the Subscriber and its Users access to the RDECX Application for a period of 12 months (each a “Subscription Year”). The Subscription Fee may be increased in any subsequent Subscription Year on written notice to the Subscriber (including by email). The Subscriber’s subscription to the RDECX Application will automatically renew unless the Subscriber provides FTI no less than 30 days’ written notice prior to the renewal date.
Following agreement to these terms and following each renewal, FTI will issue its invoice for the Subscription Fee, which is payable within 30 days of receipt by the Subscriber of the invoice. If the Subscriber does not pay any invoice within 30 days, the Subscriber’s access to the RDECX Application will be suspended until payment is made in full on all outstanding invoices.
Use of the RDECX Application requires an understanding of and familiarity with the BEIS Guidelines on the Meaning of Research and Development for Tax Purposes . If the Subscriber or its Users do not satisfy this requirement, the RDECX Application is not appropriate for use.
Both FTI and the Subscriber agree to comply with EU General Data Protection Regulation 2016/679 of the European Parliament and of the Council (“GDPR“) in relation to their processing of personal data in relation to this subscription.
FTI may collect personal data of Users and acts as Controller (as that term is defined by the GDPR) in respect of such personal data.
An individual subscribing to the RDECX Application on behalf of a Subscriber confirms that they are authorised to act on behalf of the Subscriber in entering into this subscription on the Subscriber’s behalf.
PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THE RDECX APPLICATION.
- Access Conditions
- This RDECX Application (the “Application”) is for use only by directors, members, employees and other representatives (“Users”) of subscribers to the Application (the “Subscribers”). The Application is operated by FTI Consulting LLP (“FTI”) and only FTI is authorised to grant subscriptions to Subscribers and access to the Application to Users.
- All Subscribers shall be bound by these terms and conditions of use (the “Terms”). A Subscriber is responsible for ensuring that each User confirms irrevocably and unconditionally their acceptance of and compliance with these Terms. If a User does not accept these Terms, the User should immediately cease accessing the Application. FTI accepts no liability to any person who accesses the Application but does not accept the Terms and any party who does, does so at their own risk.
- In these Terms the following terms shall have the following meanings:
- “Subscription Fees” means the fee payable by each Subscriber for its subscription to the Application in each Subscription Year; and
- “Subscription Year” means each 12 month period in which a Subscriber subscribes to the Application.
- Reliance on Information and Contractual Relationship
- All information, results, calculations, content, data, documents, advice, guidance or other materials made available to a Subscriber on the Application (the “Content”) are for a Subscriber’s informational, guidance purposes only and shall not be considered to be legal, tax, accounting, investment or other advice. Any outcomes indicated by the Application and/or Content cannot be guaranteed. No Content should be relied upon by a Subscriber in any capacity or taken as a recommendation to a Subscriber, User or any third party to proceed with or to take or to refrain from taking any particular course of action. Each Subscriber warrants that it will not rely upon, or be induced to take or refrain from taking any action based on, the Content.
- Neither FTI, nor any of its parent or group undertakings, nor any member, director, officer, employee or advisor of any of them (an “FTI Person”) accepts any responsibility for the Content and do not accept liability or a duty of care to the Subscriber or its Users for the Content. No FTI Person shall have any liability whatsoever for the direct or indirect consequences of any action or inaction by the Subscriber or a User in connection with the Content. Nothing contained in these Terms shall limit or exclude liability for fraud or fraudulent misrepresentation.
- The content uploaded to the Application may contain links to other websites. We accept no responsibility or liability for the content of other websites which are not under our strict control.
- Where a User or a Subscriber seeks to appoint FTI formally to provide services to that User and/or Subscriber, such engagement will be subject to that User and/or Subscriber (as the case may be) signing a separate contract for services with FTI using FTI’s letter of engagement and standard terms and conditions of business.
- FTI shall be entitled, at its sole discretion, to amend, add to, remove, update or otherwise change the Content on the Application at FTI’s sole discretion at any time and without notice to any User or Subscriber. FTI shall not be under any obligation to update any Content.
- The Content is based on information available to FTI at the time when the Content is published on the Application and does not take into account any new data, advice or other information which becomes known to FTI after the Content is published. FTI accepts no responsibility for updating the Content or informing any Subscriber and/or User of any such new data, advice or other information.
- The Content, and any further information or opinions shared between a Subscriber or User and FTI relating to the Content shall be treated as confidential information (“Confidential Information“) and must be held in complete confidence by the Subscriber and User and documents containing any such Content, information or opinions may not be used, disclosed or copied other than with the prior written consent of FTI.
- These obligations of confidentiality shall not apply to any information which (i) was known to a Subscriber or User prior to being disclosed by FTI through the Application, or (ii) becomes publicly known through no wrongful act of a Subscriber or User, or (iii) is approved for release by written authorisation of FTI, or (iv) is rightfully received by a Subscriber or User from a third party which provided such information without breach of any separate confidentiality obligation and without restriction or subsequent disclosure, or (v) is independently developed without reference to the Confidential Information. In addition, Confidential Information may be disclosed to the extent required by court order or as otherwise required by law, provided that, to the extent legally permissible, the Subscriber notifies, or shall procure that a User notifies, FTI promptly upon learning of the possibility of any such requirement and has given FTI a reasonable opportunity (and cooperated with FTI) to contest or limit the scope of such required disclosure.
- Access and User Logins
- Each User is provided with access to the Application by entering the Subscriber’s user name and password which are provided by FTI.
- The Subscriber shall procure that each User treats the username and password as confidential information and must not share the username and/or password with any other User or third party. The Subscriber shall ensure that each User maintains the confidentiality of the username and password in order to ensure no unauthorised access to the Application. If a User suspects that any unauthorised access to the Application, the Subscriber shall ensure that the User promptly notifies FTI in writing.
- Intellectual Property
- FTI retains all intellectual property rights and other proprietary rights associated with the Application and Content and expressly reserves all rights in respect of such rights. FTI grants to the Subscriber and each User a royalty-fee, non-exclusive, revocable license to access the Content for informational purposes only. Save as otherwise expressly set out herein, the Subscriber and each Subscriber shall procure that its Users acknowledge and agree that they do not acquire any other rights in the Application or the Content as a result of its access to the Application.
- In relation to scope of use, the Subscriber and its Users have no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Application in whole or in part.
- The Subscriber and its Users may not sub-license, assign or novate the benefit or burden of its licence to the Application in whole or in part.
- The Subscriber and its Users shall not at any time during the term of the subscription or at any time thereafter, directly or indirectly, create, be involved in the creation of, or permit to be created, any service, function, facility, website or other Application which is the same as or similar to the Application or operates for the same or similar purpose as the Application.
- Nothing in these Terms excludes or limits FTI’s liability for death or personal injury arising from FTI’s negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by law.
- To the extent permitted by law, FTI excludes all conditions, warranties, representations or other terms which may apply to the Application or any Content, whether express or implied.
- FTI will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect a Subscriber or a User’s computer equipment, computer programs, data or other proprietary material due to the Subscriber or User’s use of the Application or to the Subscriber or User downloading of any Content, or on any website linked to it.
- FTI does not guarantee that the Application or Content will be: (i) free from errors or omissions; or (ii) secure or free from bugs or viruses.
- FTI does not guarantee that the Application or Content will always be available or that access will be uninterrupted. Access to the Application is permitted on a temporary basis and FTI may suspend, withdraw, discontinue or change all or any part of Application or Content without notice. FTI will not be liable to any User or Subscriber if for any reason the Application is unavailable at any time or for any period.
- FTI will not be liable for any data, calculations or other information input to the Application and shall have no liability for the results of any Content produced as a result of incorrect input information.
- Either party shall be entitled to terminate the subscription on written notice to the other party of not less than thirty (30) days which, in the case of the Subscriber shall terminate no earlier than the renewal date of their subscription.
- Either Party may terminate this subscription immediately by written notice to the other if:
- the other party is in breach of any material term of the subscription terms and, in the case of such a breach which is capable of remedy, fails to remedy the same with fourteen (14) days of receipt of written notice; or
- if the other party ceases or threatens to cease to carry on its business; or
- if a resolution or order is made for its winding up or it enters administration or receivership or if required to do so by court order.
- Where FTI terminates this subscription pursuant to clause 7.1 and the effective date of termination falls part way through a Subscription Year, FTI shall refund to the Subscriber a pro-rated amount of the Subscription Fees for that Subscription Year.
- On termination of the Subscriber’s subscription with FTI for whatever reason, FTI shall immediately revoke Subscriber’s access to the Application and Subscriber shall, and shall procure from each of its Users to, on demand from FTI return to FTI or destroy all documents, records and other copies of Content stored or otherwise in their possession or under their control in any medium.
- For the purposes of FTI marketing the Application, (unless the Subscriber has expressly notified FTI in writing that it may not do so) the Subscriber authorises FTI to disclose to any third party the fact that the Subscriber is subscribed to the Application and to include the Subscriber’s name and logo on FTI’s relevant marketing materials, including on the Application itself or otherwise in connection to the Application.
- Subject to clause 8.1 above, the Subscriber hereby grants to FTI a royalty-free, non-exclusive, worldwide license to use the Subscriber’s name and logo in marketing materials relating to the Application.
- In no circumstances will FTI be responsible for any costs or expenses incurred by the Subscriber or a User in accessing or using the Application and a Subscriber is responsible for making all arrangements necessary for the User to have access to the Application.
- No terms of these Terms shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a third party.
- These Terms constitute the entire agreement between the Parties and supersedes any previous agreement or terms between the Parties relating to the subject matter of these Terms. Each of the Parties acknowledges and agrees that in agreeing to these Terms it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to these Terms or not) relating to the subject matter of these Terms other than as expressly provided for in these Terms.
- No failure or delay by FTI in exercising any of its rights under these Terms will be deemed to be a waiver of that right, and no waiver by FTI of any breach of these Terms by the Subscriber or any User will be considered as a waiver of any subsequent breach of the same or any other provisions.
- If any provision of these Terms are held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Terms and the remainder of the provision in question will not be affected.
- The Subscriber acknowledges and agrees that a breach of the Terms by the Subscriber or its Users may cause irreparable harm and significant injury to FTI which will be difficult to ascertain and is incapable of adequately compensating solely in terms of monetary damages. Accordingly, the Subscriber agrees that FTI shall have the right to seek immediate injunctive relief enjoining any breach or threatened breach of the Terms.
- Any notice required to be given pursuant to these Terms shall be in writing and shall be given by delivering the notice by hand at, or by sending the same by prepaid first class post or courier (airmail if to an address outside the country of posting) to, the address of the relevant party as set out in these Terms or such other address as either party notifies to the other from time to time under the procedure set out in this clause. Any notice given according to the above procedure shall be deemed to have been given at the time of delivery (if delivered by hand) or when received (if sent by post or courier).
- These Terms may be updated or varied from time to time by FTI without notice, so please re-visit this page frequently. Changes to these Terms are effective as of the stated “Last Update” and a Subscriber’s and its User’s continued use of the Application on or after the Last Update date will constitute acceptance of, and agreement to be bound by, those changes.
- Any dispute or claim arising out of or in connection with a Subscriber’s or User’s use of this Application or access to the Content or these Terms will be governed by the laws of England and Wales and the parties agree to submit to the exclusive jurisdiction of the Courts of England and Wales.