Terms of Service
1. Introduction
These are the general terms of our relationship with you. They cover any transactions where we provide services to you. Under these terms:
- we are the service provider – RattleHub Digital Ltd. (Corporation Number: 1049610-3) registered in terms of the Canada Business Corporations Act, also known as RattleHub Digital
- you are the customer – someone who buys our services from us
2. Agreement
2.1. Composition.
The agreement consists of these terms of service and any orders or any other specific terms applicable to the services.
2.2. Definitions.
In the agreement:
business day means any day other than a Saturday, Sunday, or holiday (including a public or bank holiday) in the jurisdiction where we are organized
business hours means our normal business hours on business days
day means a day counted from midnight to midnight, including all days of the month, Saturdays, Sundays, and public holidays
quote is when we provide an indicative cost and description of services required based on an understanding of the requirements provided. Quoted costs are valid for 60 days.
sign means the handwritten signature or an electronic signature that the parties agree to use, of each of the parties' duly authorized representatives
we, us, or our means the service provider
writing means the reproduction of information or data in physical form or any mode of reproducing information or data in electronic form that the parties agree to use, but excludes information or data in the form of email
you, you or your means the customer
2.3. Interpretation.
The following rules apply to the interpretation of the agreement:
- reference headings – clause and subclause headings are for reference only and do not affect interpretation
- non-exhaustive lists – whenever a clause lists specific examples or items following a listing word, such as 'including', 'includes', 'excluding', or 'excludes', they will not limit its scope
- undefined words or phrases – all words or phrases that the agreement does not define have their ordinary English meaning
- references to enactments – references to any enactment include it as re-enacted, amended, or extended
- references to people – references to a person includes a natural and juristic person
- references to parties – references to a party includes their successors or permitted assigns
- number of days – when any number of days is prescribed, the first day will be excluded and the last day included
- no interpretation against the draftsman – the rule of construction that an agreement must be interpreted against the party responsible for its drafting or preparation does not apply
- time calculations – the parties will use GMT +2 to calculate any times
2.4. Departure.
These terms apply to all our customers and are not generally open to negotiation for reasons of consistency. Should the parties negotiate any departure from these terms, they will record that departure in the relevant order or other specific terms.
2.5. Conflict.
If there is a conflict of meaning between these terms and any word or phrase in an order or other specific terms, the meaning in the order or specific terms will prevail in respect of the relevant services.
3. Duration
3.1. Commencement.
These terms start whenever you accept them by:
- doing so explicitly – such as by checking a checkbox saying that you do or agreeing to an order that incorporates them by reference
- using the services in any way – such as by accessing them
- or exercising any rights granted to you under the agreement
and continue until terminated.
3.2. Automatic renewal.
If an order involves a subscription, the agreement will continue automatically from the end of the initial term or subsequent automatic renewal period for an automatic renewal period equivalent to the initial term.
3.3. Renewal termination.
Either party may terminate the agreement before the end of the initial term or subsequent automatic renewal period by giving the other party at least 30 calendar days prior written notice.
4. Orders
4.1. Placing orders.
You place orders with us whenever you order or start using the services through the website or application. These orders are offers to us to buy our services.
4.2. Capacity and authority.
You promise that you have the legal capacity and authority to enter into the agreement.
4.3. Invitation to do business.
Marketing is merely an invitation to do business and we only conclude the agreement when we actually provide the services to you. This happens when we accept your offer.
4.4. Cancellations.
We may cancel any order, but we will refund any current months money you have paid for a month to month subscription on a pro rata basis, in relation to that particular order if we do. Annual up front payments are non-refundable as per 11.8
4.5. Time and place.
We conclude the agreement when we accept the order and where we are domiciled when we do.
4.6. Separate agreements.
Each order is a separate agreement, but you are deemed to have breached all of them if you breach one of them.
5. Services
5.1. Provision.
We will provide the services to you with reasonable care and skill.
5.2. Changes.
We may change the services at any time, but we will give you reasonable notice of any material changes.
5.3. Suspension.
We may suspend the services if you breach the agreement, but we will give you reasonable notice of any suspension.
6. Your obligations
6.1. Cooperation.
You will cooperate with us in all matters relating to the services.
6.2. Information.
You will provide us with all information and materials that we reasonably require in order to provide the services.
6.3. Compliance.
You will comply with all applicable laws and regulations in relation to the services.
7. Intellectual property
7.1. Ownership.
We own all intellectual property rights in the services.
7.2. License.
We grant you a non-exclusive, non-transferable license to use the services for your internal business purposes.
8. Confidentiality
8.1. Obligation.
Each party will keep the other party's confidential information confidential.
8.2. Exceptions.
The obligation of confidentiality does not apply to information that is publicly available, already known to the receiving party, or required to be disclosed by law.
9. Limitation of liability
9.1. Exclusion.
We will not be liable for any indirect, consequential, or special damages.
9.2. Cap.
Our total liability to you will not exceed the amount of fees paid by you to us in the 12 months preceding the event giving rise to the liability.
10. Warranties
10.1. Disclaimer.
We provide the services "as is" and without any warranty of any kind.
11. Fees and payment
11.1. Payment.
You will pay us the fees on the due date in the manner agreed between the parties in writing. You may not withhold payment of any amount due to us for any reason.
11.2. Late payment.
If you fail to pay us on the due date, we may charge you interest at a rate of 2% per month.
11.3. Taxes.
You are responsible for paying all applicable taxes.
11.4. Currency.
All fees are payable in Canadian dollars.
11.5. Price changes.
We may change our prices at any time, but we will give you reasonable notice of any price changes.
11.6. No set-off.
You may not set off any amount due to us against any amount owed by us to you.
11.7. Annual Price Increases.
We may adjust our pricing to cater for inflation annually. We will adjust pricing by a reasonable amount not exceeding the year-on-year change to the consumer price index (CPI). We may adjust our pricing in January of the new year or any month following January.
11.8. Annual upfront payments.
Annual upfront payments are non-refundable. In the event of the termination of this Agreement in accordance with any of the provisions of Section 17 below, no portion of any payments of any kind whatsoever previously provided to us hereunder shall be owed or be repayable to you.
12. Force majeure
12.1. Definition.
A force majeure event is an event beyond our reasonable control.
12.2. Effect.
We will not be liable for any failure to perform our obligations under the agreement if the failure is caused by a force majeure event.
13. Assignment
13.1. Restriction.
You may not assign the agreement without our prior written consent.
13.2. Our right.
We may assign the agreement at any time.
14. Notices
14.1. Method.
All notices must be in writing and sent to the other party's registered office.
15. Entire agreement
15.1. Clause.
The agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings.
16. Variation
16.1. Requirement.
Any variation to the agreement must be in writing and signed by both parties.
17. Termination
17.1. Our rights.
We may terminate the agreement if you breach it.
17.2. Your rights.
You may terminate the agreement if we breach it and fail to remedy the breach within 30 days of being notified of it.
18. Severability
18.1. Clause.
If any provision of the agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
19. Governing law
19.1. Clause.
The law of the Province of Ontario and Canada (applicable in that province) governs this agreement.
20. Region specifics (CA)
The clauses in this section only apply to the agreement if we were legally registered in Ontario, Canada when we accepted it.
20.1. Governing law.
The law of the Province of Ontario and Canada (applicable in that province) governs this agreement.
20.2. Jurisdiction.
The courts of the Province of Ontario have exclusive jurisdiction to hear any disputes arising out of or in connection with the agreement.
20.3. Language.
The agreement is written in English.
20.4. Consumer Protection Act.
The Consumer Protection Act (Ontario) does not apply to the agreement.
20.5. Data protection.
Relevant data protection laws means the Personal Information Protection and Electronic Documents Act (PIPEDA) for the purposes of the agreement.
21. Region specifics (ZA)
The clauses in this section only apply to the agreement if we were legally registered in South Africa when we accepted it.
21.1. Governing law.
The law of the Republic of South Africa governs this agreement.
21.2. Jurisdiction.
The courts of the Republic of South Africa have exclusive jurisdiction to hear any disputes arising out of or in connection with the agreement.
21.3. Language.
The agreement is written in English.
21.4. Consumer Protection Act.
The Consumer Protection Act, 2008 (Act No. 68 of 2008) of South Africa may apply to the agreement.
21.5. Data protection.
Relevant data protection laws means the Protection of Personal Information Act, 2013 (Act No. 4 of 2013) for the purposes of the agreement.
22. Region specifics (UK)
The clauses in this section only apply to the agreement if we were legally registered in the United Kingdom when we accepted it.
22.1. Governing law.
The law of England and Wales governs this agreement.
22.2. Jurisdiction.
The courts of England and Wales have exclusive jurisdiction to hear any disputes arising out of or in connection with the agreement.
22.3. Language.
The agreement is written in English.
22.4. Consumer Rights Act.
The Consumer Rights Act 2015 may apply to the agreement.
22.5. Data protection.
Relevant data protection laws means the Data Protection Act 2018 for the purposes of the agreement.
Questions about these Terms?
If you have any questions about these Terms of Service, please contact us:
Rattlehub Digital Ltd
Email: info@rattlehub.com