Last Updated: May 15, 2024
This agreement (the "Agreement") is a legal agreement between you ("User" or "you") and Replacer LTD, with company number 15714431 and registered address at 45 Queen Street, Deal, England, CT14 6EY ("Replacer", "we", "our", or "us"), for your use of www.replacer.com (the "Platform").
The Agreement is effective as of the date that you sign up for any Service online or submit an Order Form that references this Agreement (the “Effective Date”).
By accepting this Agreement, either by clicking a box indicating your acceptance, executing an Order Form or other document that references this Agreement, by using (or making any payment for) the Services, or by otherwise indicating your acceptance of this Agreement, you: (1) agree to this Agreement on behalf of the customer indicated on the Order Form (if applicable) or the organisation, business, or other legal entity for which you act (“Customer,” “you,” or “your”); and (2) represent and warrant that you have the authority to bind Customer to this Agreement. If you do not have such authority, or if you do not agree with this Agreement, you must not accept this Agreement and may not use the Services.
Many organisations, such as businesses, use Replacer’s Services. If you are accessing or using the Service on behalf of an organisation, then your organisation is legally and financially responsible for your access to and use of the Service as well as for the use of your Replacer account by others affiliated with the organisation, including any employees, agents, or contractors. For the avoidance of doubt, the organisation, company, or other legal entity for which you act will be considered the “Customer” under this Agreement.
1.1. We grant you a non-exclusive, non-transferable licence to use the Platform subject to your compliance with these Terms.
1.2. You may use the Platform for purposes of your business only.
Except as expressly set out in this Agreement or as permitted by any local law, you undertake:
User registration is required to access our services. During registration, we collect your email, name, and company name.
Users can delete their accounts through account settings, but only account owners have this ability. Users must maintain strong passwords and utilize two-factor authentication to ensure account security.
Users must not use the Platform for unlawful activities. Users are allowed to post content, which must be lawful, not infringe on intellectual property rights, not contain offensive material, and not be misleading or false.
Engaging in activities that violate laws or regulations, posting harmful, offensive, or illegal content, and misusing the Platform for greenwashing or deceptive practices are prohibited.
The applicable Subscription Fees to your Subscription shall be as specified in the Order Form. Unless otherwise specified in an Order Form, the Subscription Fees applicable to any renewal Subscription Term shall be Replacer’s standard Subscription Fees for the applicable Subscription Plan in effect at the time such subsequent Subscription Term commences. Subscription Fees are due and payable upon the commencement of the applicable Subscription Term. Except in the case of uncured material breach of this Agreement by Replacer, all Subscriptions are non-cancelable and Subscription Fees are nonrefundable. Customer’s use of the Services are subject to the rights and limitations in the applicable Subscription Plan. Some features are provided pursuant to a usage-based subscription model. You acknowledge and agree that if you exceed the usage permitted by your Subscription and Subscription Plan: (i) you may be required to upgrade your Subscription Plan or purchase additional usage to continue accessing and using such feature(s); and (ii) Replacer may disable or degrade performance of such features.
You may not downgrade your Subscription Plan or reduce the number of Users during any Subscription Term. If you desire to downgrade your Subscription Plan or reduce the number of Users under any Subscription Plan for a subsequent Subscription Term, you must provide Replacer with sixty (60) days’ written notice prior to the end of your then current Subscription Term. Downgrading your Subscription Plan may cause loss of content, features, or capacity of the Service and Replacer is not responsible for such loss.
Unless specified otherwise in an Order Form, Subscription Fees shall be due and payable in full at the time of purchase. In the case of non-payment or delinquent payment of any Subscription Fees, Replacer may, at its sole discretion: (i) suspend Customer access to the Services; (ii) terminate this Agreement or the applicable Order Form; or, (iii) continue to provide the Services, for a period solely determined by Replacer, in anticipation of full and prompt payment by Customer. Replacer shall be entitled to reimbursement for any costs associated with the collection of any past-due balance.
You are responsible for paying all other taxes assessed in connection with your Subscription. Unless otherwise stated with respect to terms and conditions for a specific Subscription, all stated prices are exclusive of any taxes, fees, and duties or other amounts, however designated, and including without limitation value added and withholding taxes that are levied or based upon such charges, or upon this Agreement. We will invoice you for such Taxes if we believe we have a legal obligation to do so unless you present an exemption certificate acceptable to the taxing authorities. You will not be liable for taxes imposed on Replacer based on Replacer’s income.
The Services include functionality whereby account administrators may manage Workspaces that are associated with email addresses provisioned by their organization, including to claim control and ownership of Workspaces where the Workspace is both (i) created by a User that is registered for Replacer with an email address provisioned by you; and (ii) where a User that is registered for Replacer with an email address provisioned by you is listed as an administrator. When your Account administrators claim such Workspace, you acknowledge that you assume all rights and obligations associated with that Workspace, including the obligation to pay Subscription Fees for any additional Users resulting from such claimed Workspace. You acknowledge that this account administration functionality will allow you to view Workspaces your employees may have created or joined for their own purposes and to take action, such as removal, of Your Users from such Workspaces. You hereby agree that you are responsible for such actions.
Replacer will, as part of the Service and at no additional cost to the Customer, provide the Customer with technical support related to the Customer’s access and use of the Service. Any such technical support shall be provided in Replacer’s sole discretion without any warranty and Replacer may determine that a technical issue is beyond the scope of the standard technical support. The technical support will be provided during normal business hours on days when commercial banks are open to the general public in the UK, unless otherwise agreed in writing.
Notwithstanding anything else in the Agreement, Replacer shall have the right to monitor the Customer’s use of the Service and Replacer shall retain all right, title and interest in data and data elements collected by the Service which, as applicable, pertains to the usage and performance of the Service (“Performance Data“). Without limiting the foregoing, Replacer may collect and use Performance Data for the purpose of compiling statistical and performance information, and to improve predictive capabilities related to the provision and operation of the Service. Replacer may make such Performance Data publicly available, provided that it does not include Personal Data and/or contain Confidential Information of the Customer.
8.1. You acknowledge that all intellectual property rights in the Platform throughout the world belong to us. Users retain ownership of all data entered into the Platform by them. The Platform provides the ability to download all your data and reports.
8.2. You agree that we may use your data to provide anonymous reports and statistics in accordance with our aims, including further developing the Platform, reporting on improvements being made, and enhancing the ability of businesses to reduce waste.
8.3. Replacer shall own all Feedback. Replacer has not agreed to and does not agree to treat any Feedback provided to Replacer as confidential, and nothing in the Agreement or in the Parties’ dealings arising out of or related to the Agreement will restrict Replacer’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting the Party in question. The relevant Party hereby grants Replacer a perpetual, irrevocable right and licence to exploit Feedback in any and every way. Feedback will not constitute the Party’s trade secret. The relevant Party hereby undertakes to make all assignments and take all reasonable acts necessary to accomplish the foregoing assignment to an ownership by Replacer.
8.4. The provisions under this section 8 shall survive any expiration, termination or cancellation of this Agreement.
Unless otherwise agreed, Replacer owns the right to disclose the fact that the Customer is a paying customer of Replacer and the Customer agrees that Replacer may use the Customer’s name and logo to identify the Customer as a customer of Replacer on www.replacer.com and in other promotional and marketing material.
Unless required by applicable law or agreed to in writing, Licensor provides the App on an “AS IS” BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied, including, without limitation, any warranties or conditions of TITLE, NON-INFRINGEMENT, MERCHANTABILITY, or FITNESS FOR A PARTICULAR PURPOSE. You are solely responsible for determining the appropriateness of using or redistributing the App and assume any risks associated with Your exercise of permissions under this License.
11.1. You acknowledge that the Platform has not been developed to meet your individual requirements, including any specific cybersecurity requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Platform meet your needs.
11.2. We only supply the Platform for internal use by your business, and you agree not to use the Platform for any re-sale purposes.
11.3. We do not give any guarantees, conditions or warranties about the accuracy or completeness of any content generated by users on solutions shared on the replacer community. We are not liable for any loss or damage that may come from your use of these solutions.
11.4. We shall not in any circumstances be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this Agreement for:
11.5. Other than the losses set out in Condition 9.4 (for which we are not liable), our maximum aggregate liability under or in connection with this Agreement, whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to £100. This maximum cap does not apply to Condition 9.6.
11.6. Nothing in this Agreement shall limit or exclude our liability for:
11.7. This Agreement sets out the full extent of our obligations and liabilities in respect of the supply of the Platform. Except as expressly stated in this Agreement, there are no conditions, warranties, representations, or other terms, express or implied, that are binding on us. Any condition, warranty, representation, or other term concerning the supply of the Platform which might otherwise be implied into, or incorporated in, this Agreement whether by statute, common law, or otherwise, is excluded to the fullest extent permitted by law.
12.1. We may terminate this Agreement immediately by written notice to you if you commit a material or persistent breach of this Agreement which you fail to remedy (if remediable) within ten (10) days after the service of written notice requiring you to do so.
12.2. We may terminate your use of the Platform by giving you one month’s notice.
12.3. Upon termination for any reason:
This Section describes the additional terms and conditions under which you may access and use certain features, technologies, and services made available to you by Replacer that are not yet generally available, including, but not limited to, any products, services, or features designated or labeled as “alpha,” “beta,” “early access,” “preview,” “pilot,” or similar designation (each, a “Beta Service”).
You must comply with all terms related to any Beta Service that Replacer posts on its website or provides to you. Replacer may add or modify terms, including lowering or raising any usage limits, related to access to or use of any Beta Service at any time. Service Level Agreements do not apply to Beta Services.
You may provide Replacer with feedback relating to the Beta Services. Replacer will own and may use and evaluate all feedback for its own purposes.
Replacer may suspend or terminate your access to or use of any Beta Service at any time. Your access to and use of each Beta Service will automatically terminate upon the release of a generally available version of the applicable Beta Service or upon notice of termination by Replacer.
If you register for a free trial, we will make the Services available to you on a trial basis free of charge until the earlier of (a) the end of the free trial period; (b) the start date of any Subscription; or (c) termination of the trial by us. Free trials are for evaluation purposes only. We may terminate your free trial at any time in our sole discretion.
14.1. If you wish to contact us in writing, you can send this to us by email at ed@replacer.com or by pre-paid post to our registered address. We will confirm receipt of this by contacting you in writing, normally by email.
14.2. If we have to contact you or give you notice in writing, we will do so via the Platform, the email address you have given us, or through your employer.
15.1. Under data protection legislation, we are required to provide you with certain information. This information is provided in Replacer’s privacy policy, and it is important that you read that information.
16.1. Replacer reserves the right at any time to amend these Terms of Service without notice and to impose new or additional terms or conditions on Customer’s use of the Service; provided however that Replacer gives Customer thirty (30) days’ advance notice if any material adverse change is made, unless it would not be reasonable to do so due to circumstances arising from legal, regulatory, or governmental action; to address user security, user privacy, or technical integrity concerns; to avoid service disruptions to other users; or due to a natural disaster, catastrophic event, war, or other similar occurrence outside of Replacer’s reasonable control. Such amended Terms of Service will thereafter govern and apply to the entire Agreement and in all respects replace and supersede any previously agreed general terms and conditions between the Customer and Replacer.
16.2. In the event that Replacer does make material adverse changes to the General Terms, Customer will have the right to terminate this Agreement and its account until the end of the current Term. Where the Agreement is not terminated by the Customer within fourteen (14) days of receiving notice of any material adverse change, the Customer shall be deemed to have accepted the new terms and conditions of the Agreement.
17.1. We may transfer our rights and obligations under these terms to another organization.
17.2. You may not transfer your rights or your obligations under this Agreement to another person.
17.3. This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
18.1. This Agreement, its subject matter, and its formation (and any non-contractual disputes or claims) are governed by English law. We both irrevocably agree to the exclusive jurisdiction of the courts of England and Wales.