Terms
Terms of Service

The Company: Redbeck Ltd (Trading as Instantcart)

Updated: 31 Jan 2024

These Terms and Conditions govern the use of all services and products provided by Redbeck Ltd and its subsidiaries. By signing up for an account, using any of our group sites, or signing these documents, you acknowledge that you have read, understood, and agree to be bound by all the terms and conditions outlined herein.

1. Definitions

(a) Client Content: Refers to any data, information, trademarks, logos, files, images, text, or other content provided by the Client or authorized users for use in conjunction with our Software or Services.
(b) SaaS: Stands for software as a service, encompassing our proprietary software and any third-party software integral to providing our services.
(c) Services: Encompasses hosting, maintenance, support, email, and other offerings provided by Redbeck Ltd.
(d) Software and Services: Refers to the combination of SaaS and Services provided by Redbeck Ltd.
(e) Ecommerce SaaS: Refers to Ecommerce SaaS provided by Redbeck Ltd.
(f) HR SaaS: Refers to Human Resources SaaS provided by Redbeck Ltd.
(g) Client: Denotes the individual or company licensed to use our software and services.

2. Software and Services Description

Redbeck Ltd provides Ecommerce SaaS for businesses to operate online, as well as HR SaaS for businesses to manage business-related functions. Our services are offered on a software as a service (SaaS) model. Your use of our products and services does not grant any rights related to copyrights, trademarks, or other intellectual property held by Redbeck Ltd. It is the Client's responsibility to furnish the necessary equipment for an internet connection and cover related charges.

3. License

Redbeck Ltd grants the Client a non-transferable, nonexclusive license to access and use the Software and Services solely as authorized in these Terms and Conditions for the duration of the SaaS term. Access to the Software will be exclusively web-based or app-based and hosted by Redbeck Ltd, accessed via the internet.

4. Access

To use our SaaS and Services, registration for an SaaS account is required.

Where applicable, completing your Account registration requires the provision of your full legal name, business address, phone number, a valid email address, and any other specified information. Redbeck Ltd reserves the right to reject or cancel an Account, at our sole discretion, for any reason.

You acknowledge that Redbeck Ltd will use the email address provided during the registration process, or updated by you, periodically, as the primary mode of communication. It is your responsibility to monitor the provided Primary Email Address, ensuring it is capable of sending and receiving messages.

Authentication of your email communications with Redbeck Ltd is only valid if originating from your designated Primary Email Address.

Redbeck Ltd ensures secure access to the latest supported version of the Software through the internet 24x7, excluding scheduled maintenance. To optimize usage, the client's computer systems should align with Redbeck Ltd's System Recommendations.

You are responsible for ensuring that your staff, representatives, and subcontractors adhere to these Terms of Service; and you are responsible for addressing any violations of these Terms of Service committed by your employees, representatives, or subcontractors.

You recognize and agree that you will bear the responsibility for fulfilling all obligations outlined in the Agreement, irrespective of whether you delegate or subcontract any such obligations to a third party, including, but not limited to, any affiliates or subsidiaries.

5. Payment Policies

For Paid subscriptions only, paid through our website, or on invoice:

Paid accounts operate on a prepay basis, with pricing guaranteed for the prepaid period. Redbeck Ltd reserves the right to change or increase prices of Software and Services at any time that have yet to be paid for, unless a contract has been agreed with a specific payment term.

Redbeck Ltd will provide you with 30 days advanced notice prior to any changes in Fees by sending an email to the Primary Email Account. Redbeck Ltd will not be held liable by you or by any third party for any price change or discontinuance of the Software and Services, or any part of the Software and Services.

Invoices are due each billing cycle unless prior written notification of closure is received by email@redbeck.co.uk before the renewal date.

The customer is responsible for all money owed on the account from the time it was established to the time that the client sends a written cancellation request.

Software and Services may be suspended for invoices overdue by 40 days or more. Late fees of £10 + VAT will be added to overdue invoices, and suspended accounts will remain so until all outstanding dues, including late fees, are settled in full. All payments are in UK sterling.

6. Cancellation and Refunds

Redbeck Ltd reserves the right to cancel the Software and Services at any time. Refunds, if applicable, will be pro-rated based on the remaining membership period. No refunds will be issued if a customer violates Redbeck Ltd's terms of service.

Clients may cancel their account at any time unless under a specified contract agreement. Prepaid fees are non-refundable.

In the event of termination of the Software and Services with outstanding Fees owed by you, a final invoice will be sent to you via email to the Primary Email Account. Upon full payment of this invoice, no further charges will be incurred.

7. Service Amendments

Redbeck Ltd may make amendments or modifications to the Software and Services, or any part thereof without prior notice.

8. Client Responsibilities

8.1. Your responsibilities when using Ecommerce SaaS

Redbeck provides its Ecommerce SaaS via a software service called Instantcart, accessible via www.instantcart.com.

By accepting these terms, you commit to providing publicly accessible contact information, a refund policy, and delivery timelines on your Ecommerce SaaS Store.

You acknowledge that the Ecommerce SaaS does not constitute a marketplace, and any sales agreement facilitated through the Ecommerce SaaS directly involves you and the customer.

As the seller of record for all items offered through the Ecommerce SaaS, you are responsible for establishing and maintaining your Ecommerce SaaS Store, managing your materials, overseeing the goods and services you sell, and handling all aspects of transactions with your customers. This encompasses tasks such as authorizing customer charges, managing refunds and returns, fulfilling sales, providing customer service, addressing fraudulent transactions, ensuring legal disclosures, complying with regulations, and addressing any alleged or actual violations of applicable laws, including consumer protection laws in jurisdictions where your products or services are offered for sale. You affirm that your Store, materials, and the goods and services you offer will be truthful, accurate, and complete, and will not infringe upon any laws, regulations, or third-party rights. It is clarified that Redbeck Ltd will not act as the seller or merchant of record and bears no responsibility for your Store or items sold through the Ecommerce SaaS.

You bear sole responsibility for the goods or services offered through the Ecommerce SaaS, covering aspects such as descriptions, pricing, fees, calculated taxes, defect management, legal disclosures, regulatory compliance, offers, and promotional content, ensuring compliance with relevant laws and regulations.

Usage of Redbeck Ltd Ecommerce SaaS for illegal or unauthorized purposes is prohibited. You must not violate the laws of your jurisdiction, your customer's jurisdiction, including copyright laws. Compliance with all applicable laws, rules, and regulations, obtaining necessary licenses or permits, is required for operating your store through the Ecommerce SaaS.

8.2. API Access

Your access to and use of the Redbeck Ltd API are governed by the API Terms of Service. You are solely responsible for activities using your API Credentials, and it is your responsibility to secure them.

8.3. Security

Clients are responsible for security administration when accessing our Software and Services, maintaining user desktops and controlling access via staff accounts. Ensuring user compliance with these Terms and Conditions, providing internet connectivity, and securing access to the Software hosted by Redbeck Ltd is also the Client's responsibility.

You are responsible for keeping your password secure. Redbeck Ltd cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account and password. We may request additional security measures at any time and reserve the right to adjust these requirements at our discretion.

9. Intellectual Property

The Software and Services are proprietary products of Redbeck Ltd and its licensors. All rights and interest in these, including associated intellectual property rights, remain with Redbeck Ltd. Client Content may be used by Redbeck Ltd solely to provide the Software and Services.

You are aware that your Materials might be transmitted without encryption, involving (a) transmissions across diverse networks, and (b) modifications to comply and adjust to the technical prerequisites of connecting networks or devices. "Materials" refer to Your Trademarks, copyrighted content, any products or services you offer through the Software and Services (including descriptions and prices), as well as any photos, images, videos, graphics, written content, audio files, code, information, or other data presented or accessible from you or your affiliates to Redbeck Ltd or its affiliates.

10. Server Restrictions

Accounts are for the primary owner's use only and cannot be resold or provided to third parties for hosting services.

Hosting services are defined as allowing a separate, third party to host content on Redbeck Ltd’s servers, store or portal. Exceptions to this include ad banners, classified ads, and personal ads. Redbeck Ltd reserves the right to refuse service and /or access to its servers to anyone.

Redbeck Ltd do not allow any of the following content to be stored on its servers:

(a) Illegal Material - This includes copyrighted works, commercial audio, video, or music files, and any material in violation of any Federal, State or Local regulation.
(b) Adult Material - Includes all pornography, erotic images, or otherwise lewd or obscene content. The designation of "adult material" is left entirely to the discretion of Redbeck Ltd.
(c) Warez - Includes pirated software, ROMS, emulators, phreaking, hacking, password cracking. IP spoofing, etc., and encrypting of any of the above. Also includes any sites which provide "links to" or "how to" information about such material.

11. High Resource User Policy

Resources are defined as bandwidth and/or processor utilization. Redbeck Ltd may implement the following policy to its sole discretion: When a website is found to be monopolizing the resources available Redbeck Ltd reserves the right to suspend that site immediately. This policy is only implemented in extreme circumstances and is intended to prevent the misuse of our servers. The client may be offered an option whereby Redbeck Ltd continues hosting the website for an additional fee.

12. Other Restrictions

Usage of the Software and Services is limited to the specific licensed entity for internal business purposes only. Clients may not reproduce, copy, sell, resell, sublicense, assign, transfer, or reverse engineer the Software without express permission from Redbeck Ltd. Unauthorized actions and prohibited content are detailed herein.

You agree not to access the Software and Services or monitor any material or information from the Software and Services using any robot, spider, scraper, or other automated means.

You agree not to use the Software or Services to take any actions that (i) infringe on any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (ii) violate any applicable law, statute, ordinance or regulation (including those regarding export control); (iii) are defamatory, trade libelous, threatening, harassing, or obscene; or (iv) constitute unauthorized entry to any machine accessible via the network.

You agree not to interfere with or disrupt network users, services or equipment with the intent to cause an excessive or disproportionate load on Redbeck Ltd’s or its suppliers’ infrastructure by means of (but not limited to) distribution of unsolicited bulk emails or chain letters, viruses, Trojan horses, worms, or other similar harmful or deleterious programming routines. The client will comply with the usage policies of Redbeck Ltd’s suppliers. Redbeck Ltd may, in its discretion, revise these service use restrictions upon thirty (30) days’ prior notice to the client.

13. Indemnification

13.1. Limitation of Liability:

You explicitly acknowledge and agree that, in accordance with applicable laws, Redbeck Ltd and its suppliers shall not be held liable for any direct, indirect, incidental, special, consequential, or exemplary damages. This includes, but is not limited to, damages for loss of profits, goodwill, use, data, or other intangible losses arising from or related to the use of, or inability to use, the Software and Services or these Terms of Service, regardless of the cause, including negligence.

13.2. Indemnification:

You agree to indemnify and hold Redbeck Ltd, and where applicable, our parent, subsidiaries, affiliates, Redbeck Ltd partners, officers, directors, agents, employees, and suppliers, harmless from any claim or demand.

This includes reasonable attorney and legal fees, made by any third party due to or arising out of your breach of these Terms of Service, your violation of any law or the rights of a third party; or any aspect of the transaction between you and your Customer.

This encompasses, but is not limited to, issues such as refunds, fraudulent transactions, alleged or actual violations of applicable laws in your local jurisdiction (including local consumer protection laws), or your breach of the Terms of Service.

You are accountable for any breach of the Terms of Service committed by your affiliates, agents, or subcontractors. In such cases, you will be held liable as if it were your own breach.

13.3 Tax Obligations:

Redbeck Ltd is not responsible for any of your tax obligations or liabilities related to the use of Redbeck Ltd’s Software and Services.

14. Warranties

14.1. Disclaimer of Warranties:

Your use of the Software and Services is at your sole risk. The Software and Services are provided on an "as is" and "as available" basis without any warranty or condition, whether express, implied, or statutory.

14.2. Service Quality:

Redbeck Ltd does not warrant that the Software and Services will be timely, uninterrupted, secure, or error-free. Additionally, Redbeck Ltd does not guarantee that the results obtained from using the Software and Services will be accurate or reliable.

14.3. Ecommerce SaaS Only - Product and Service Quality:

Redbeck Ltd does not warrant the quality of any products, services, information, or other materials purchased or obtained by you through the Software and Services. It is not guaranteed that any errors in the Software and Services will be corrected.

14.4. Technical Support

Technical support in respect of the Software and Services is only provided to Redbeck Ltd Customers and their Users. Questions about the Terms of Service should be sent to the Redbeck Ltd Support Helpdesk.

14.5 Disclaimers.

Any written or oral information or representations provided by Redbeck Ltd agents, employees, resellers, consultants or service providers with respect to the use or operation of the Software will in no way increase the scope of Redbeck Ltd’s warranty. Redbeck Ltd and its suppliers exercise no control whatsoever over the content of the information passing through their systems. Client and users must exercise their own due diligence before distributing and/or relying on information available on the Internet, and must determine that they have all necessary rights to copy, publish, or otherwise distribute such information under copyright and other applicable laws.

Neither Redbeck Ltd nor its suppliers will be liable for any consequences of providing email services, including those suffered as a result of delivering or accessing information or content, such as accessing information with offensive, inaccurate or inappropriate content, the possibility of contracting computer viruses, or unauthorized access to or alteration, theft, or destruction of any data, files, programs, procedures, or information through accident, fraudulent means or devices, or any other method, regardless of whether such damage occurs as a result of Redbeck Ltd’ or its suppliers’ negligence.

REDBECK LTD DOES NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS OBTAINED BY CLIENT IN USING THE SOFTWARE, OR THAT THE SOFTWARE WILL MEET CLIENT’S REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. EXCEPT FOR THE WARRANTIES SET FORTH ABOVE, REDBECK LTD EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY (BY ANY TERRITORY OR JURISDICTION) TO THE EXTENT PERMITTED BY LAW, AND FURTHER REDBECK LTD EXPRESSLY EXCLUDES ANY WARRANTY OF NONINFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR MERCHANTABILITY TO THE EXTENT PERMITTED BY LAW.

15. Privacy and Data Protection

Redbeck Ltd is dedicated to safeguarding the privacy of both your personal information and that of your customers. When utilizing the Service, you recognize and consent to Redbeck Ltd's handling of this personal information in accordance with our Privacy Policy.

In cases where Redbeck Ltd acts as a "data processor" or "service provider" in the context of specific data privacy or protection laws, such as the EU or UK General Data Protection Regulation and the California Consumer Privacy Act, the collection and handling of personal information by Redbeck Ltd are additionally covered in our Privacy Policy.

16. General

If a court or other competent authority holds any of these Terms to be void or unenforceable in whole or part, the other Terms and the remainder of the affected Terms shall continue to be valid.

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