Terms & Conditions

These Terms and Conditions apply to RBD Community memberships provided by railbusinessdaily.com. A copy of these Terms and Conditions will be provided with your quote.

The Company is railbusinessdaily.com (“us” or ”our”)

The Buyer is the RBD Community Member Organisation (“you”)

1. About us
   • Company details com (company number 107582650) is a company registered in England and Wales. Our registered office is Linacre House, Dark Lane, Braunston, England, NN11 7HJ and our main trading address is at 15 Mariner Court, Wakefield WF4 3FL. Our VAT number is 270 2010 61. We operate the websites http://www.railbusinessdaily.com and www.railinsider.co.uk
   • Professional indemnity insurance. We maintain professional liability insurance.

2. Our contract with you
   • Our contract. These terms and conditions (Terms) apply to the order by the Buyer and supply of Services by the Company to the Buyer (Contract). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
   • Entire agreement. The Contract is the entire agreement between you and us in relation to its subject matter. The Buyer acknowledges that they have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
   • These Terms and the Contract are made only in the English language.
   • Your copy. The Buyer should print a copy of these Terms or save them to their computer for future reference.
   • If any provision of this Contract is determined to be invalid, illegal, or unenforceable, it shall not affect the enforceability of any other provision of this Contract. The invalid, illegal, or unenforceable provision shall be deemed severed from this Contract, and this Contract shall be enforced as if the Contract did not contain the invalid, illegal, or unenforceable provision.

3. Placing an order and its acceptance.
   • Accepting the order. The acceptance of the order takes place when the Buyer approves a quote or email provided by the Company, at which point and on which date (Commencement Date) the Contract between the Buyer and Company will come into existence. The Contract will relate only to those Services confirmed in the quote or email.

4. Charges
   • In consideration of us providing the Services the Buyer must pay the Company charges within the terms outlined in the invoice.
   • Our Charges may change from time to time, but changes will not affect any order already placed.

• Our Charges are exclusive of VAT. Where VAT is payable in respect of some or all of the Services the Buyer must pay the Company additional amounts in respect of VAT, at the applicable rate, at the same time as the Buyer pays the Charges.

• All RBD Community memberships end 31^st For RBD Community memberships with a Commencement date between 1^st January and 30^th June inclusive, the Initial Term will be charged on a pro rata basis determined by the month of the Commencement Date, the month in which the Commencement Date occurs will be charged as a whole month. For RBD Community memberships with a Commencement Date between 1^st July and 31^st December inclusive, the membership will be charged on a pro rata basis, plus one full year of membership up to a maximum of 18 months. The month in which the Commencement Date occurs will be charged as whole month.
• The annual membership cost will be published on the railbusinessdaily.com website and the Buyer will be invoiced at the price stated on the Commencement Date.

5. How to pay
   • The Company will send the Buyer an electronic invoice within 24 hours of receiving an order.
   • Payment for the Services is by Invoice Account – 14 days after the date on the invoice unless agreed otherwise.
   • The Services can be paid for by card payment, bank transfer or cheque.

6. Renewal Terms
   • After the Initial Term, this Agreement shall be deemed automatically renewed on 1^st January each year for an additional 12-month period (an “Automatic Renewal Term”) unless the Buyer notifies the Company before the renewal date of 1^st
   • The Company will send the Buyer a renewal notification letter no later than 30 days prior to issuing the renewal invoice.

7. Cancelling an order and obtaining a refund
   • When the Buyer accepts the contract with the company for an RBD Community Membership this contract is binding and the invoice for the full amount must be paid by the Buyer to the Company, unless the buyer cancels the contract within 14 days of the Commencement Date, no cancellation or refund can be offered after 14 days.
   • The Buyer may cancel the Contract if the Buyer is notified by the Company (as set out in clause 6.1). If the Buyer wishes to cancel after this date full payment will be due.
   • To cancel the Contract, the Buyer must inform the Company in writing that the Buyer wishes to cancel, and the Company will email to confirm receipt of the cancellation. When emailing the Company or writing to the Company please include the invoice reference number where applicable.
   • If the Buyer sends the Company a cancellation notice by email or by post, then cancellation is effective from the date the email is sent or the letter posted in the UK. To ensure safe receipt all cancellations must use a signed for service.

8. 20% Discount on RBD Products

By agreeing to join the RBD Community, the Buyer is entitled to 20% off all RBD products with the following exceptions:

• Print advertising.
• Full price purchase value must exceed £250.
• Cannot be used in conjunction with any other special offer or discounts being offered by the Company.
• Cannot be used on third party or partner offers.
• The Company retains the right to alter or withdraw this discount at any time.

9. Complaints
   • If a problem arises or if the Buyer is dissatisfied with the Services, the Company has a comprehensive complaints policy which is available from our Finance Department on request.

10. Confidentiality
    • Each party may disclose the other’s confidential information:
      • to such of either parties’ respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out our respective obligations under the Contract. Both parties will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 9; and
      • as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
      • Each party may only use the other’s confidential information for the purpose of fulfilling respective obligations under the Contract.

11. Events outside our control
    • The Company will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).
    • An event Outside Our Control takes place that affects the performance of our obligations under the Contract: (a) The Company will contact you as soon as reasonably possible; and (b) The Company’s obligations under the Contract will be suspended and the time for performance of the Company’s obligations will be extended for the duration of the Event Outside Our Control. The Company will arrange a new date for performance of the Services with the Buyer after the Event Outside Our Control is over.

12. Buyer’s Obligations
    • It is the Buyer’s responsibility to ensure that: (a) the terms of the order are complete and accurate; (b) the Buyer co-operates with all matters relating to the Services; (c) the Buyer provides the Company with such information and materials we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects; (d) the Buyer obtains and maintains all necessary license’s, permissions and consents which may be required for the Services (e) the Buyer complies with all applicable laws, including data protection laws and copyright laws for the time being in force in the United Kingdom.
    • If the Company’s ability to perform the Services is prevented or delayed by any failure by the Buyer to fulfil any obligation (Your Default). (a) The Company will be entitled to suspend performance of the Services until the Buyer remedies Your Default, and to rely on Your Default to relieve the Company from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services. In certain circumstances Your Default may entitle the Company to terminate the contract. The Company will not be responsible for any costs or losses the Buyer sustains or incurs arising directly or indirectly from the Company’s failure or delay to perform the Services; and (b) it will be the Buyer’s responsibility to reimburse the Company on written demand for any costs or losses the Company sustains or incurs arising directly or indirectly from Your Default.

• In the case of the Buyer changing name, trading style, identity or any other details the Buyer will give written notice to the Company within 5 Working Days with those new details.

13. Our services

• A list of the Services available to RBD Community members is accessible at the railbusinessdaily.com website. The Company reserves the right to change the specification of the Services at any time. When substantial changes are made to the Services the Company will endevour to inform the Buyer as soon as possible. Any Services that are stopped or changed will be replaced with Services of an equivalent value.
• During the fulfilment of the Services, the Company will publish material and copy provided by the Buyer for the purpose of advertising and marketing the Buyers business, products and services including the creation of a micro-site listing, social media posts and advertisements. The Company shall not be responsible to the Buyer for: (i) any error in the form materials and copy are received from the Buyer; (ii) the wording or quality of reproduction of the provided material or copy; (iii) the failure, corruption or malfunction of any system of electronic publication by means of electronic storage or retrieval equipment or by publication via the Internet on any web site; (iv) any loss caused by delay by the Company to publish the material or copy due to non-payment of an invoice by the Buyer. (v) the payment of any damages or other compensation for breach of contract because of our failure to perform any of its obligations under this contract if such failure is caused by; anything beyond the Company’s reasonable control (for example force majeure); (vi) The Company will provide a proof before publishing any content; the Buyer shall then have 24 hours to make amendments. The Company will not be responsible for any errors. (vii) the Company accepts no responsibility for the execution of verbal instructions. Nor for any claims or damages arising from the failure to execute such verbal instructions. (viii) the Buyer assumes liability for all content and any claims arising made against the Company.

• Compliance with specification. Any materials and copy provided must adhere to the following conditions: (i) in the case of any materials or copy submitted for publication by the Buyer which contains the name or pictorial representation whether photographic or not, of any living person or any part of the anatomy of any living person and any material by which any living person may be identified, then the Buyer must obtain the authority of that living person to make use of his name, identity, representation and/or copy; (ii) in the case of any materials or copy seeking financial investment or offering incentives for financial investment that the Advertiser is an authorised person within the meaning of the Financial Services Act 1986 or the contents of the advertisement is otherwise permitted under that Act; (iii) ensure that the materials or copy submitted complies with all the requirements of relevant statutory legislation, the rules of statutorily recognised regulatory authorities and the law of the European Economic Community for the time being in force or applicable to the United Kingdom; (iv) ensure that all materials and copy submitted to the Company is legal, decent, honest and truthful and complies with the British Code of Advertising Practice and all other relevant codes under the general supervision of the Advertising Standards Authority.

• Changes to specification. The Company reserves the right to amend the specification of the Services if required by any applicable statutory or regulatory requirement or if the amendment will not materially affect the nature or quality of the Services. The Company reserves the right to require the Buyer to amend the material to comply with the required specifications.
• Reasonable care and skill. The Company warrants to the Buyer that the Services will be provided using reasonable care and skill.

14. Termination

• Without limiting any other rights, the Company may suspend the performance of the Services, or terminate the Contract with immediate effect by giving written notice to the Buyer if: (a) The Buyer commits a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 5 working days of you being notified in writing to do so; (b) The Buyer fails to pay any amount due under the Contract on the due date for payment; (c) The Buyer takes any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; (d) The Buyer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of their business; or (e) The Buyer’s financial position deteriorates to such an extent that in the Company’s opinion the capability to adequately fulfil the Buyer’s obligations under the Contract has been placed in jeopardy.
• Termination of the Contract will not affect either parties’ rights and remedies that have accrued as at termination.
• Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.

15. Intellectual property rights

• All intellectual property rights in or arising out of or in connection with the Services (other than intellectual property rights in any materials provided by you) will be owned by the Company.
• The Buyer agrees to grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Buyer to the Company for the term of the Contract for the purpose of providing the Services to the Buyer.

16. How the Company may use your personal information

• The Company will use any personal information provided to them to: (a) provide the Services; (b) process payment for the Services; and (c) inform the Buyer about similar products or services that are provided, but you can ask us to stop sending these at any time by contacting us.
• Further details of how we will process personal information are set out on our website under the Privacy Statement.

17. Limitation of liability. Please read the following carefully.

• Nothing in the Contract limits or excludes the Company’s liability for: (a) death or personal injury caused by our negligence, or the negligence our employees, agents or subcontractors; (b) fraud or fraudulent misrepresentation; or (c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.
• Subject to clause 17, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for: (a) loss of profits; (b) loss of sales or business; (c) loss of agreements or contracts; (d) loss of anticipated savings (e) loss of or damage to goodwill; and (f) any indirect or consequential loss.
• Except as expressly stated in these Terms, we do not give any representations, warranties or undertakings in relation to the Services. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute including without limitation the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982, by common law or otherwise are, to the fullest extent permitted by law, excluded from the Contract.
• This clause 17 will survive termination of the Contract.

18. Assignment and transfer.
    • (a) The Company may assign or transfer its rights and obligations under the Contract to another entity but will always notify the Buyer in writing. (b) The Buyer may only assign or transfer their rights or their obligations under the Contract to another person if agreed with the Company in writing.
    • Any variation of the Contract only has effect if it is in writing and signed by the Buyer and the Company (or their respective authorised representatives).
    • If the Company does not insist that the Buyer performs any of their obligations under the Contract, or if the Company does not enforce their rights against them, or if the Company delays in doing so, that will not mean that the Company has waived their rights or that the Buyer does not have to comply with those obligations. If any rights are waived, the Company will only do so in writing, and that will not mean that the Company will automatically waive any right related to any later default by the Buyer.
    • Third party rights. The Contract is between the Company and the Buyer. No other person has any rights to enforce any of its terms.
    • Governing law and jurisdiction. The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.