Ralawise Limited registered in England and Wales under company number 1362849 with a registered office address of Unit 112, Tenth Avenue, Zone 3, Deeside Industrial Park, Deeside, Flintshire, CH5 2UA. Any reference to "Ralawise ltd.", “Ralawise”, "we", “our” or "us" in these Terms & Conditions is to Ralawise Ltd. Any reference to "You", "Your" or “Yourself” is to the person wishing to access and/or use the Ralawise Service. These Terms & Conditions (together with any documents referred to in it) are a legal and binding agreement between You and us and govern Your use of the Service. We recommend that You read and print a copy of these Terms & Conditions for Your future reference.

By selecting the check box when registering for Ralawise You are confirming that You accept these Terms & Conditions together with the Privacy Notice. You agree to comply with them. You may have other consumer rights granted by law and these Terms & Conditions do not affect such rights If you object to any of these Terms & Conditions you should not use any of the products or services on the Website and leave immediately. You agree that you shall not use the Website for illegal purposes and will respect all applicable laws and regulations. You agree not to use the Website in a way that may impair the performance, corrupt the content or otherwise reduce the overall functionality of the Website. You also agree not to do anything, which may compromise the security of the Website or attempt to gain access to secured areas or sensitive information. Misuse of the Website may incur civil and/or criminal liability. You agree to be fully responsible for any claim, expense, liability, losses, costs including legal fees incurred by us arising from your breach of these Terms & Conditions.

Ralawise reserves the rights to change or amend any part of these Terms & Conditions, if any change is significant we will notify You of the change. Ralawise advises users to regularly check the Terms & Conditions on the Website. Ralawise has complete discretion to modify or remove any part of the Website without warning or liability arising from such action.

We are the owner or the licensee of all intellectual property rights in our Website and in the material published on it. Save for Your right to access the Website in accordance with these Terms & Conditions. We do not grant You any rights in respect of such intellectual property rights and/or materials. All such rights are reserved.

You are permitted only to use material on the Website as expressly authorised by us or our licensors. You acknowledge and agree that the material and content contained within the Website is made available for your personal non-commercial use. By using the Website you agree to respect the intellectual property rights of Ralawise and will refrain from copying, downloading, transmitting, reproducing, printing, or exploiting for commercial purposes any material contained within the Website. Any unauthorised use of material on the Website is strictly prohibited.

Each of the paragraphs of these Terms & Conditions operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs remain in full force and effect. These Terms & Conditions are governed by English law. You and we both agree to submit to the exclusive jurisdiction of the English courts. However, if You are a resident of Northern Ireland You may also bring proceedings in Northern Ireland, and if you are a resident of Scotland, You may also bring proceedings in Scotland.

1.1 The following definitions and rules of interpretation apply to these conditions.

Buyer: the person, firm or company who purchases the Goods from Ralawise.

Contract: any contract between Ralawise and the Buyer for the sale and purchase of the Goods, incorporating these conditions.

Delivery: either the Buyer or its nominated agent taking physical possession of the Goods

Delivery Date: the date on which the Goods are delivered to or collected by the Buyer or, if Ralawise tried to deliver the Goods but is unable to, the date on which Ralawise attempted to have the Goods delivered.

Delivery Point: the place where delivery of the Goods is to take place.

Goods: any goods agreed in the Contract to be supplied to the Buyer by Ralawise (including any part or parts of them).

Incoterms: the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the Contract is made.

Ralawise: Ralawise Limited incorporated and registered in England and Wales with company number 1362849 whose registered office is at Unit 112, Tenth Avenue, Zone 3, Deeside Industrial Park, Deeside, Flintshire, CH5 2UA who shall be the supplier of the Goods

1.2 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.

1.3 Words in the singular include the plural and in the plural include the singular.

1.4 Condition headings do not affect the interpretation of these conditions.

2.1 Subject to any variation under condition 2.3 the Contract shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document).

2.2 No terms or conditions endorsed on, delivered with or contained in the Buyer's purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.

2.3 These conditions apply to all Ralawise's sales and any variation to these conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by a Director of Ralawise. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Ralawise which is not set out in the Contract. Nothing in this condition shall exclude or limit Ralawise's liability for fraudulent misrepresentation.

2.4 Each order or acceptance of a quotation for Goods by the Buyer from Ralawise shall be deemed to be an offer by the Buyer to buy Goods subject to these conditions.

2.5 No order placed by the Buyer shall be deemed to be accepted by Ralawise and Contract shall not come into existence until an acceptance of the order is confirmed by Ralawise, by whatever means appropriate, or (if earlier) Ralawise delivers the Goods to the Buyer.

2.6 The Buyer shall ensure that the terms of its order and any applicable specification are complete and accurate.

2.7 Any quotation given by Ralawise is subject to change at Ralawise's absolute discretion but shall remain open for acceptance by the Buyer provided that Ralawise has not previously withdrawn it or any timescale placed on acceptance has expired.

2.8 Ralawise may, at its absolute discretion, sell branded and private label products to authorised customers. In the event of any such sales, the Buyer in question must not:
(a) advertise, promote, distribute, sell or market the products in any way that disparages, misrepresents or injures the brand or private label owners;
and
(b) distribute or sell products employing any illegal, deceptive, undesirable, or improper advertising, marketing or selling practice, including predatory or "loss leader" pricing, bait and switch, or negative selling practices.

2.9 Ralawise may at any time between the date of an order and the date of despatch cancel all or any part of an order or vary quantities of all or any part of the order placed by the Buyer at its own discretion on written notice to the Buyer.

2.10 By entering into this Contract with Ralawise, the Buyer represents and warrants that it is acting in the course of its trade or business.

3.1 The quantity and description of the Goods shall be as set out in Ralawise's records which shall stand as absolute proof of what order the Buyer made.

3.2 All samples, drawings, descriptive matter, specifications (including sizing and colouring) and advertising issued or made available by Ralawise and any descriptions or illustrations contained in Ralawise's catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract.

3.3 Size, style, fabric content, specification, quality, and colour and/or any other matters relating to the Goods should be checked by the Buyer on receipt of the goods. It is the Buyer’s sole responsibility to verify that the Goods delivered are what was ordered.

3.4 Ralawise gives no warranty, express or implied, regarding the suitability of the Goods for the purpose for which Buyer has chosen them.

3.5 The Buyer recognises that variation may occur from one dye batch to another and Ralawise shall not be liable for any such variation in colour.

3.6 The Buyer acknowledges and agrees that when a sample of the Goods has been shown to or inspected by the Buyer any consequent sale does not constitute a sale by sample.

4.1 Unless otherwise agreed in writing by Ralawise, the Delivery Point shall be Ralawise's place of business. Collections from Ralawise's place of business shall only be permitted between Monday to Friday between 9.00am and 3.00pm.

4.2 If the Buyer wishes the Delivery Point to be anywhere other than Ralawise's place of business, the Buyer must specifically request an alternative Delivery Point and pay the appropriate delivery charges.

4.3 The Buyer shall take delivery of the Goods within 7 days of Ralawise giving it notice that the Goods are ready for delivery.

4.4 Any dates specified by Ralawise for delivery of the Goods (including making them available for collection) are an estimate only on which the Buyer relies entirely at its own risk. Time for delivery shall not be and shall not be capable of being made by notice, of the essence. If no dates are so specified, delivery shall be within a reasonable time (with Ralawise’s view being final as to what constitutes reasonable).

4.5 Subject to the other provisions of these conditions Ralawise shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by Ralawise's negligence), nor shall any delay entitle the Buyer to terminate or rescind the Contract unless 180 days has passed from the estimated delivery date.

4.6 Where the Buyer has requested that the Goods be delivered to the Delivery Point by post, Ralawise shall not be liable for any non or late delivery in respect of the Goods unless the reason for the non or late delivery is an error by Ralawise in sending the Goods to the incorrect address. Save for that, and subject to clause 12.3. Ralawise expressly excludes all liability in relation to non-delivery of Goods sent by post.

4.7 If for any reason the Buyer fails to accept delivery of any of the Goods when they are ready for delivery, or Ralawise is unable to deliver the Goods because the Buyer has not provided appropriate instructions, documents, licences or authorisations: (a) risk in the Goods shall pass to the Buyer (including for loss or damage caused by Ralawise's negligence); (b) the Goods shall be deemed to have been delivered; and (c) Ralawise may store the Goods until delivery, whereupon the Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).

4.8 The Buyer shall provide at the Delivery Point and at its expense adequate and appropriate equipment and manual labour for unloading the Goods and generally taking receipt of them.

4.9 If Ralawise delivers to the Buyer a quantity of Goods of up to 10% more or less than the quantity ordered, the Buyer shall not be entitled to object to or reject the Goods or any of them by reason of the surplus or shortfall and shall pay for such goods at the pro rata Contract rate.

4.10 Ralawise may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract.

4.11 Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Buyer to repudiate or cancel any other Contract or instalment.

4.12 If the Delivery Point is to be outside the UK: (a) unless otherwise provided in the applicable Incoterms in accordance with clause 13.1, the Buyer shall obtain all necessary import licences, clearances and other consents necessary for the purchase, import and export of the Goods; (b) the Buyer must comply with all applicable laws and regulations of the country for which the products are destined. Ralawise will not be liable for any breach by the Buyer of any such laws; (c) risk in and responsibility for the Goods shall pass to the Buyer in accordance with the relevant Incoterms as set out in clause 13.1; (d) the Buyer shall maintain appropriate insurance for the Goods in transit, and (e) large orders may incur additional costs or extended delivery times. If applicable a member of our Customer Services team will discuss with you.

4.13 If the Buyer pays for a premium delivery service, such deliveries can be made at any time from 7.00am onwards. If the Buyer is not available to take delivery at that time, clause 8 may (at Ralawise’s discretion) apply.

4.14 Ralawise shall not deliver on behalf of a Buyer to a third-party who is situated outside of the country in which the Buyer is located.

5.1 The quantity of any consignment of Goods as recorded by Ralawise upon despatch from Ralawise's place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary (such evidence shall not include witness evidence from any of the Buyer's employees).

5.2 Ralawise shall not be liable for any non-delivery of Goods (even if caused by Ralawise's negligence) unless the Buyer gives written notice to Ralawise of the non-delivery within 7 days of the date when the Goods would in the ordinary course of events have been received.

5.3 Any liability of Ralawise for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.

6.1 Subject to clause 4.12(c), the Goods are at the risk of the Buyer from the time of Delivery.

6.2 Ownership of the Goods shall not pass to the Buyer until Ralawise has received in full (in cash or cleared funds) all sums due to it in respect of:

(a) the Goods; and
(b) all other sums which are or which become due to Ralawise from the Buyer on any account or for any reason.

6.3 Until ownership of the Goods has passed to the Buyer, the Buyer shall:

(a) hold the Goods on a fiduciary basis as Ralawise's bailee;
(b) store the Goods (at no cost to Ralawise) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as Ralawise's property;
(c) not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and
(d) maintain the Goods in satisfactory condition and keep them insured on Ralawise's behalf for their full price against all risks to the reasonable satisfaction of Ralawise. On request the Buyer shall produce the policy of insurance to Ralawise.

6.4 In relation to Goods which the Buyer has purchased specifically for the purposes of re-sale, the Buyer may sell the Goods in the ordinary course of its business before ownership has passed to it.

6.5 The Buyer's right to possession of the Goods shall terminate immediately if:

(a) the Buyer takes any steps or has any steps taken against it in connection with the Buyer's insolvency (or potential or likely insolvency); or

(b) on either a balance sheet or cash-flow basis, the Buyer is unable to pay its debts as and when they fall due; or
(c) the Buyer encumbers or in any way charges any of the Goods.

6.6 If any circumstances arise which terminate or may terminate the Buyer’s right to possession of the Goods, the Buyer must immediately inform Ralawise. If the Buyer fails to inform Ralawise, then the Buyer shall hold the Goods on trust for Ralawise until such time as the Goods have been recovered by Ralawise from the Buyer.   

6.7 Ralawise shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from Ralawise.

6.8 The Buyer grants Ralawise, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer's right to possession has terminated, to recover them.

6.9 Where Ralawise is unable to determine whether any Goods are the goods in respect of which the Buyer's right to possession has terminated, the Buyer shall be deemed to have sold all goods of the kind sold by Ralawise to the Buyer in the order in which they were invoiced to the Buyer.

6.10 On termination of the Contract, howsoever caused, Ralawise's (but not the Buyer's) rights contained in this condition 6 shall remain in effect.

7.1 Unless otherwise agreed by Ralawise in writing (including email), the price for the Goods shall be those prices set out in Ralawise's price list published in force at the time that the order is made. However, Ralawise retains the absolute right to vary the price payable for the Goods between the date of order and the date of despatch save that if the price variation gives rise to an increase of more than 15% on the original price agreed, the Buyer shall have the option to cancel the order unless the Goods have been customised for the Buyer in which case the right to cancel shall not arise .

7.2 If the Buyer is to pay the price other than in UK pounds sterling, the price shall be calculated as the sterling equivalent of the published price using the currency exchange rate of Ralawise's bank which applies at the time that the order is made.

7.3 The delivery charges shall be those set out on Ralawise's website as at the date of delivery or deemed delivery or as otherwise communicated by Ralawise to the Buyer.

8.1 Subject to the Buyer having a right to return the Goods pursuant to these terms, all sales are final. However Ralawise does, subject to the terms of this clause, recognise that there may be occasions when it is appropriate to accept returns from the Buyer and Ralawise may, on a case by case basis, consider doing so (but shall not be under any obligation to do so). For the purposes of this clause, any Goods which the Buyer wants to return shall be referred to as "Returned Goods";

8.2 Ralawise will, in any circumstances, only accept returns if the following conditions are met:

(a) The Buyer shall provide a proper invoice and despatch note number in respect of the Returned Goods;
(b) Ralawise must have issued a valid returns authorisation note in respect of the Returned Goods;
(c) By way of a restocking charge, the Buyer shall pay to Ralawise a sum equivalent to either £30(or equivalent in Euros if applicable) or 20% of the price of the Returned Goods (at Ralawise’s discretion);

(d) The Returned Goods must not have been worn (including tried on) and must be returned in their original unopened packaging;
(e) The Returned Goods must be returned with all original documentation that was supplied with the Goods;
(f) Ralawise retain the right to refuse Returned Goods should Ralawise deem them to be unsuitable for resale;
(g) The Buyer will either:
(i) pay for and arrange the return of the Returned Goods; or
(ii) if Ralawise agrees to recover the Returned Goods pay to Ralawise a charge of £15/€18 per box of Returned Goods. In the event that Ralawise's carrier attends to collect the Returned Goods and that collection is not possible owing to a default of the Buyer, a charge of £15/€18 will be payable by the Buyer to Ralawise.
(h) The value of the Returned Goods must not exceed 3% of the Buyer total spend with Ralawise during the preceding 12-month period. If the Returned Goods does exceed 3%, whether with Ralawise’s consent or otherwise, a restock charge of 25% of the price of the Returned Goods in question may, at Ralawise’s absolute discretion, be charged (such charge subject to a £50, or Euro equivalent, minimum);

8.3 The following Goods will not be eligible to be returned pursuant to this clause:

(a) Any products from the Result Air Down range;
(b) Underwear;
(c) Consumables (as defined from time to time by Ralawise);
(d) Any Goods which Ralawise does not carry as core stock (as defined by Ralawise from time to time);
(e) Any Goods which have been ordered as bespoke Goods by the Buyer (for example, embroidered and/or personalised Goods);
(f) Samples;
(g) Any Goods which have been in the possession of the Buyer for more than 28 days after delivery;

(h) Raladeal products.

(i) discontinued lines.

(j) seasonal products; (k) Any Goods which have, as their function, the protection of health and safety and/or the hygiene of the wearer. By way of (non-exhaustive) examples, high visibility garments, earplugs, face masks and goggles

8.4 If Goods despatched by Ralawise are returned because the address (or other matter in relation to the Goods) given by the Buyer was incorrect, then in addition to any restocking charge that may apply, the Buyer shall pay to Ralawise a fee of £10.00 (or Euro equivalent)  

9.1 The price for the Goods and all other charges shall be exclusive of any value added tax (if applicable) and all costs or charges in relation to packaging, loading, unloading, carriage and insurance, all of which amounts the Buyer shall pay in addition when it is due to pay for the Goods.

9.2 If the Buyer orders Goods for delivery outside the UK, the delivery may be subject to export and/or import duties and taxes. The Buyer will be responsible for payment of any such export and/or import duties and taxes. If Ralawise incurs any export charges, these shall be reimbursed to Ralawise by the Buyer within 7 days of Ralawise making a demand for any such charges.

9.3 The Buyer is entirely responsible for properly accounting for any tax that the Buyer is due to pay in connection with any dealings with Ralawise.    

10.1 Unless agreed otherwise by Ralawise, a Buyer who is not on credit terms must make payment for the Goods at the time that the order is made.

10.2 Ralawise may, at its absolute discretion, agree to provide a Buyer with credit terms for payment. In asking for credit, the Buyer is warranting that (i) the Goods are being purchased in the course of the Buyer’s business, and (ii) as at the date of each order the Buyer is not aware of any circumstances which might mean that the Buyer cannot pay for the Goods. Ralawise shall be under no liability to offer credit to the Buyer. However, if Ralawise does agree to provide Goods on credit, the following shall apply:

(a) Credit will not be extended to the Buyer unless approved in writing by Ralawise.
(b) Where credit has been granted, payment is due within thirty days of the Delivery Date unless otherwise agreed in writing.
(c) Goods will not be despatched when a Buyer's account is overdue or the credit limit has been exceeded.

10.3 No payment shall be deemed to have been received until Ralawise has received cleared funds. Ralawise shall be due payment in respect of any Goods even if no invoice has been raised and the raising and/or issuing of an invoice shall not be a pre-condition to Ralawise's entitlement to be paid.

10.4 Time for payment shall be of the essence.

10.5 All payments payable to Ralawise under the Contract shall become due immediately on its termination despite any other provision.

10.6 If any payments are made by way of card, Ralawise shall be at liberty to charge a fee on top of the payment sum which represents any charge levied on Ralawise by the card handler or operator.

10.7 Subject to clause 10.8, the Buyer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by Ralawise to the Buyer.

10.8 Ralawise may allow a prompt payment discount at such rate as is agreed with the Buyer. The period when such payment must be made in order to qualify as ‘prompt’ will also be agreed between Ralawise and the Buyer. If the payment is not made promptly, Ralawise shall be entitled to be paid the full amount excluding the discount.

10.9 Ralawise shall have a general and particular lien on all money and property which the Buyer owns or is entitled to possess which is in the possession of Ralawise or its agents which Ralawise may sell as the Buyer's agent to reduce the Buyer's debt to Ralawise.

10.10 If the Buyer fails to pay Ralawise any sum due pursuant to the Contract, the Buyer shall be liable to pay interest to Ralawise on such sum from the due date for payment at a rate of 4% per calendar month or part in which payment is overdue. Interest remains payable after judgment. Ralawise reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998. In addition to the aforesaid, the Buyer shall be liable to pay Ralawise as a debt any costs/charges/fees incurred (plus VAT) by Ralawise and/or their agents in connection with any unpaid sums due to Ralawise from the Buyer.

10.11 Returned or represented cheques will incur a charge of £20.00/€24 per representation.

11.1 Ralawise is not the manufacturer of the Goods and as such the Buyer hereby acknowledges and agrees that it is not appropriate for Ralawise to provide warranties in respect of the quality of the Goods. Ralawise therefore gives no such warranties, express or implied, as to the quality of the Goods and all such warranties are hereby excluded from the contract.

11.2 Upon written request from the Buyer, Ralawise shall endeavour, but shall not be obliged to, transfer to the Buyer the benefit of any warranty or guarantee given to Ralawise by the manufacturer but only insofar as any such warranty or guarantee has been given to Ralawise.

12.1 The following provisions set out the entire financial liability of Ralawise (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:

(a) any breach of these conditions;
(b) any use made or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods; and
(c) any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract;

(d) any other matter arising out of or in connection with the sale or prospective of the Goods

12.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

12.3 Nothing in these conditions excludes or limits the liability of Ralawise:

(a) for death or personal injury caused by Ralawise's negligence; or
(b) under section 2(3), Consumer Protection Act 1987; or
(c) for any matter which it would be illegal for Ralawise to exclude or attempt to exclude its liability; or
(d) for fraud or fraudulent misrepresentation.

12.4 Subject to condition 12.2 and condition 12.3:

(a) Ralawise's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to, at Ralawise's sole election, either:
(i) repairing or replacing the Goods (or appropriate part thereof) provided that, if Ralawise so requests, the Buyer shall, at the Buyer's expense, return the Goods or the part of such Goods which are being replaced to Ralawise; or
(ii) the price paid for the Goods.
(b) Ralawise shall not be liable to the Buyer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.

12.5 Ralawise’s liability shall only be in relation to the Goods themselves. If the Goods are applied to or used in connection with any other goods or products, Ralawise shall have no liability for any loss or damage to the products which the Goods were used in connection with, or any loss or damage arising out of or in connection with those products.

12.6 Ralawise advise the Buyer to test any Goods before applying them to or using them in connection with any other products. If the Goods are equipment that the Buyer is going to use, the Buyer is strongly advised to obtain proper training (possibly from the manufacturer) about the operation, use, maintenance and security of the Goods. Ralawise shall have no liability in respect of any problems that arise with the Goods in circumstances were the Buyer did not test the Goods and/or obtain proper training and the problem(s) which arose could have been resolved had training been given. .

12.7 Ralawise shall not be liable for a breach of contract in respect of the Goods or any matters relating to them insofar as:

(a) the Buyer makes any further use of such Goods after giving such notice; or
(b) the defect arises because the Buyer failed to follow Ralawise's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; or
(c) the Buyer alters or repairs such Goods without the written consent of Ralawise;
(d) the Buyer is responsible for causing the problem, whatever it may be.

12.8 The Buyer acknowledges that the price paid for the Goods is, in part, referable to the amount of risk that Ralawise is prepared to accept. If the Buyer wants Ralawise to accept more risk, then the Buyer can suggest this to Ralawise and a higher price may be agreed for the Goods to reflect Ralawise’s greater risk. Whatever price is paid for the Goods, the Buyer hereby acknowledges that the amount of risk Ralawise accepts is reasonable by reference to the price charged for the Goods.  

13.1 In the event that the Buyer requires the Goods to be delivered to a location within a member state of the European Union and/or Northern Ireland (and subject to clause 4.14) , unless otherwise confirmed in writing by Ralawise, Incoterms shall apply with the form being that confirmed on Ralawise’s website (updated from time to time – click here) and the place of delivery being the Buyer’s premises as recorded on Ralawise’s system (unless otherwise agreed between the parties in writing). If the Buyer is based outside of the UK and EU, Ralawise and the Buyer shall agree the applicable delivery terms on a case by case basis.

13.2 If the value of the Goods ordered is less than thresholds specified on Ralawise’s website (Click Here) then notwithstanding anything to the contrary in the applicable Incoterms, the Buyer shall be liable to pay Ralawise any and all costs of delivering the Goods to the Buyer. Such delivery costs shall be invoiced to the Buyer and payable in accordance with Ralawise’s applicable payment terms.

13.3 The relevant provisions of the applicable Incoterms will dictate the issues regarding import, export, local and national taxes and other maters relating to the import and export of the Goods. In the event that Incoterms do not apply, or fail to deal with any of the aforesaid, then the Buyer shall be responsible for (i) complying with any legislation or regulations governing the importation of the Goods into the country of destination and (ii) paying any local or national taxes, duties and/or charges in relation to the Goods.   

13.5 Ralawise shall be under no obligation to give notice under section 32(3) of the Sale of Goods Act 1979.

13.6 In the event that the Buyer has any complaints regarding the Goods, including but not limited to damage, defect or short-delivery, the Buyer shall raise such concerns with  Ralawise within 48 hours of Delivery, failing which the Goods shall be deemed to be accepted.

13.7 In relation to deliveries to be made outside of the UK, the provisions of the applicable Incoterms shall prevail over the terms of these conditions in relation to delivery, risk and title. This clause 13 shall prevail over any conflicting provisions of the relevant Incoterms.  

13.8 Ralawise may provide the Buyer product information and any other information and data to allow the Buyer to complete customs clearance processes, including without limitation, country of origin and commodity codes, and any information and data required for the delivery of Goods into Northern Ireland. Such information is supplied to the best of Ralawise’s knowledge and the Buyer acknowledges that such information may be subject to change. Ralawise gives no warranty, express or implied, regarding the accuracy, completeness or adequacy of such information.

14.1 Ralawise may (without prejudice to any other remedies) terminate or suspend forthwith Ralawise’s performance of the whole or any part of its obligations to the Buyer, if:

(a) Buyer is a corporation and has a receiver or administrator appointed or passes a resolution for winding-up or suffers an order of court to that effect or applies to a court for an interim order in connection with a voluntary arrangement with its creditors or if the Buyer is a partnership and the partnership is dissolved or, if Buyer is an individual and a bankruptcy order is made against Buyer or, whether Buyer is a corporation, partnership, individual or other entity, Buyer is subject to any similar actions or proceedings in any jurisdiction outside England and Wales; or

(b) Buyer becomes unable to pay debts as they fall due, or if an encumbrancer or creditor takes any steps to enforce a security given by Buyer; or if Buyer enters into any composition or arrangement with creditors;

(c) Buyer fails to take delivery or pay for the Goods on the due date or is in material breach of any obligations to Ralawise; or

(d) Ralawise has any reasonable ground for suspecting that any of the circumstances set out in sub-clauses (a) to (c) have occurred or may occur.

14.2 In the event that this agreement is terminated by Ralawise:

(a) it shall be entitled to be immediately paid any and all sums due to it from the Buyer whether in respect of this or any other contract and including any monies unpaid as a result of credit which Ralawise has provided to the Buyer;
(b) insofar as the Goods have not been delivered prior to termination, Ralawise shall be discharged from any obligation to supply the Goods.

15.1 Ralawise may assign transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract or any part of it.

15.2 The Buyer shall not be entitled to assign transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract or any part of it without the prior written consent of Ralawise.

Ralawise reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of Ralawise including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic and pandemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 180 days, the Buyer shall be entitled to give notice in writing to Ralawise to terminate the Contract.

17.1 The Buyer must not use Ralawise’s website in any way that causes, or may cause, damage to the website or impairment of the availability or accessibility of the website; or in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

17.2 The Buyer must not use Ralawise’s website to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software

17.3 The Buyer must not conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting), scanning or probing for exploits on or in relation to this website without Ralawise’s express written consent.

17.4 The Buyer must not use Ralawise’s website to transmit or send unsolicited commercial communications.

For the purposes of this clause 18, the following definitions shall apply:

Brexit. Brexit means the UK ceasing to be a member state of the European Union or the expiry of any agreed transition or implementation period.

Brexit Trigger Event(s). A Brexit Trigger Event means any change which, in the reasonable opinion of Ralawise, has an impact on Ralawise arising out of or in connection with Brexit including, but not limited to, any change to the legal, regulatory, trade, tariff, customs, licensing and/or currency position.   

18.1 If at any time a Brexit Trigger Event occurs Ralawise may, at its sole election:

(a)  impose an amendment to this agreement to deal with the consequences of the Trigger Event so long as the amendment does not deprive the Buyer of the material benefit to be gained as a result of the Contract; and/or

(b)   terminate or suspend this agreement.

18.2 For the purposes of clause 18.1(a), the Buyer shall not be deemed to have been deprived of the material benefit of the Contract if (i) the cost of the Goods increases by not more than 20%, and/or (ii) the anticipated delivery date (time not being of the essence in any event) is extended by not more than 4 calendar weeks.   

19.1 If Ralawise collects personal information in connection with the Contract, such information will only be used as set out in Ralawise privacy policy available here.

19.2 The Buyer shall comply with all applicable privacy and data protection laws and regulations.

20.1 The Buyer shall comply with all applicable laws, statutory instruments, regulations, directives, codes of practice and standards; including (without limitation), the Bribery Act 2010.

21.1 Each right or remedy of Ralawise under the Contract is without prejudice to any other right or remedy of Ralawise whether under the Contract or not.

21.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.

21.3 Failure or delay by Ralawise in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.

21.4 Ralawise does, and may, from time to time monitor or record telephone calls between it and the Buyer (or a prospective buyer).

21.5 Any waiver by Ralawise of any breach of, or any default under, any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.

21.6 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

21.7 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English & Welsh courts.

Freight charges are applicable on all equipment. ALL TRANSACTIONS ARE SUBJECT TO THE COMPANY’S FULL TERMS AND CONDITIONS OF SALE. Mistakes are possible: All goods should be checked upon receipt, as worn, printed, embroidered, washed or otherwise processed goods cannot be returned. PLEASE NOTE: We always recommend that all goods within this catalogue are checked for their suitability of purpose to any application process, including wearer trials. Any alterations to goods will deem them unreturnable. ALL COLOURS AND SIZES DETAILED OR ILLUSTRATED IN THIS BROCHURE ARE FOR GUIDANCE ONLY. Some colour icons are not a true representation of their appearance. Grey marl, ash, denim, washed and vintage are examples of colours/styling that cannot be accurately displayed. In the event confusion occurs with colour icons, ralawise will not be held responsible for any losses incurred. We always recommend samples of garments are obtained in advance of orders being placed. TheMagicTouch and MagiCut are registered trademarks. of TheMagicTouch GMbh, Germany. Ralawise will only support products supplied. Ralawise advise testing product, before completing job.

These terms set out how we, Ralawise Limited, allow the use of any intellectual property relating to any imagery, photographs, videos, audio and images that we make available to you, allow you to use or as may otherwise be provided by us from time to time.

These terms apply to any customer and distributor of Ralawise Limited and any other person to whom Ralawise Limited may make available, allow to use or otherwise provide the Imagery (as defined below) (the “Licensee”, “you”).

It is important that you read these terms to understand the extent of permitted use and the restrictions on using the Imagery. By using any Imagery, you accept and agree to comply with these terms and the Licence (as defined below) and the Licensee’s particular attention is drawn to Clause 4 (Use of Imagery – Licence Restrictions and obligations of the Licensee) and Clause 5 (Liability and Indemnity).

We keep this document under regular review and Ralawise reserves the right to amend these terms from time to time. Please regularly check these terms to see if any changes have been made.

The amended terms will be effective from the date when they are posted on the Site (as defined below).

1. Definitions and interpretation 

1.1 In these terms the following definitions shall apply:

2. Validity of the Licence

2.1 The Licence shall come into effect on the earlier of the following dates:

(a) the date that the Licensee creates an Account on the Site;

(b) the date the Licensee is provided with any Imagery or uses any Imagery for the Purpose (whether or not such date is before or after the effective date of these terms);

and shall continue until terminated in accordance with Clause 9.

3. Grant of Licence

3.1 In consideration of the Licensee being a customer of Ralawise or having other commercial relationship with Ralawise (as the case may be) and other good and valuable consideration, subject to the provisions of these terms, Ralawise grants to the Licensee a non-exclusive, royalty-free, non-transferable licence, without the right to grant sub-licences to store, print, display, publish or exhibit the Imagery and use the intellectual property embedded in the Imagery for the purpose of the marketing and promotion of products it purchases from Ralawise (the “Product(s)”) for resale to its customers or such other purpose as Ralawise may approve in writing from time to time (the “Purpose”).

3.2 Except as expressly stated herein, the Licence does not transfer any Intellectual Property Rights in the Imagery. Insofar as any Intellectual Property Rights are owned by Ralawise or its Licensors, such rights are owned by Ralwise or its Licensors (as the case may be).

3.3 Unless otherwise agreed between Ralawise and the Licensee in writing, all supplies of Products shall be subject to Ralawise’s standard terms and conditions available at: https://shop.ralawise.com/footer-pages/terms--conditions/terms--conditions/.

4. Use of Imagery – Licence restrictions and obligations of the Licensee

4.1 The Licensee:

(a) shall not use the Imagery for any purpose other than the Purpose;

(b) shall not use the Imagery outside of the permitted geographical territory as set out in Brand Terms and Conditions or as Ralawise may otherwise notify the Licensee from time to time;

(c) shall not use the Imagery outside of the Permitted Period, strictly comply with any instructions of Ralawise in relation to any expiry dates of the Imagery and, unless authorised by Ralawise in writing, the Licensee shall only use the Imagery in the calendar year for which use of such Imagery is permitted. At the end of the Permitted Period, the Licensee shall immediately cease the use of all relevant Imagery (and any Imagery from previous years), remove from display and destroy any copies in its possession of such Imagery for the relevant period and shall obtain from Ralawise new Imagery for use in the following calendar year or the relevant Permitted Period (if different);

(d) unless otherwise directed by Ralawise, shall not print, display, publish, exhibit or use in any other way the Imagery in sizes larger than A4;

(e) shall only use the Imagery on printed literature (including brochures and flyers), websites, social media and promotional emails and (unless permitted in the relevant Brand Terms and Conditions or as otherwise authorised by Ralawise in writing) shall not use it in any other forms of adviertising, including without limitation signage, point-of-sale, window graphics, billboard, roller banners and vehicle wraps;

(f) shall ensure that the correct resolution is used for the Imagery for the relevant medium as directed by Ralawise from time to time and unless so directed, shall be as follows:

    (i) Low resultion must be used on websites, emails and sales quotations; and

    (ii) High resolution must be used in brochures, mailers, general marketing literature and paper media;

(g) shall not use the Imagery in connection with sales of Products to consumers unless permitted in the relevant Brand Terms and Conditions or as otherwise authorised by Ralawise in writing;

(h) shall only use the Imagery in its original form and shall not alter, change or modify it in any way without the prior written consent of Ralawise;

(i) shall esure that the correct Imagery is used with each Product and shall not use the Imagery with any product not purchased directly from Ralawise;

(j) if the Imagery is used to represent a manufacturer or brand of the Product, shall not use the Imagery to represent or designate a product from another manufacturer or brand;

(k) shall not use the Imagery in a way that is defamatory, pornographic or otherwise unlawful;

(l) shall not use the Imagery in a way that is or may be detrimental to the Ralawise brand, business or reputation, or that of the manufacturer or brand of the Product;

(m) shall not permit any Imagery to be accessed (other than viewed) and/or used by any third party;

(n) shall not use the Imagery for the purposes of marketing or promotion of Products to a competitor of Ralawise;

(o) shall strictly comply with any directions and instructions of Ralawise or any other restrictions on the use of the Imagery not contained in these terms as Ralawise may notify the Licensee from time to time; and

(p) if requested by Ralawise, ensure that its websites, marketing materials and any other medium used to depict or display the Imagery confirm that the relevant Imagery is the property of Ralawise or its licensors.

4.2 The Licensee shall immediately notify Ralawise of any suspected infringement of the Intellectual Property Rights in the Imagery.

4.3 The Licensee acknowledges that use of Imagery and/or this Licence may be subject to Brand Terms and Conditions and any other third party licence terms, terms of use or any other additional third party terms and in the event that any third party owner of the intellectual property in the Imagery imposes any contractual obligations on Ralawise in relation to the Imagery, Ralawise reserves the right to impose equivalent contractual obligations on the Licensee. The Licensee hereby agrees to comply with Brand Terms and Conditions and any such additional obligations as Ralawise may notify to the Licensee from time to time.

4.4 In the event of any conflict between any of the provisions of these terms and the provisions of Brand Terms and Conditions, the provisions set out in Brand Terms and Conditions shall prevail.

5. Liability and Indemnity

5.1 To the fullest extent permitted by law, Ralawise shall not be liable to the Licensee for any costs, expenses, loss or damage (whether direct, indirect or consequential, and whether economic or other) arising out of or in connection with the Licensee's exercise of the rights granted to it under the Licence.

5.2 The Licensee shall indemnify Ralawise against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by Ralawise arising out of or in connection with:

(a) the Licensee's exercise of its rights granted under the Licence, including any claim made against Ralawise for actual or alleged infringement of a third party's Intellectual Property Rights arising out of or in connection with the Licence;

(b) the Licensee's breach or negligent performance or non-performance of the Licence; or

(c) the enforcement of these terms.

5.3 Nothing in these terms shall have the effect of excluding or limiting any liability for death or personal injury caused by negligence.

6. Warranties

6.1 Ralawise warrants to the Licensee to the best of its knowledge and belief that it has the right to, power and authority to enter into the Licence and grant to the Licensee the rights contemplated herein, but makes no warranty or representation and disclaims any implied warranty or representation:

(a) that it owns the Imagery or that use of the Imagery will not infringe any Intellectual Property Rights of third parties; or

(b) as to the accuracy, completeness, adequacy or suitability of the Imagery for any purpose or use.

6.2 All other warranties and representations, whether statutory or implied, are hereby expressly excluded to the fullest extent permitted by law.

7. Equitable relief

7.1 The Licensee recognises that its breach or threatened breach of the Licence or these terms may cause Ralawise irreparable harm, and that Ralawise may therefore be entitled to injunctive or other equitable relief.

8. Entire agreement

8.1 These terms and any other documents referred to in it contain the whole agreement between the Parties relating to its subject matter and supersede any prior agreements, representations or understandings between them unless expressly incorporated by reference in these terms. Each Party acknowledges that it has not relied on, and shall have no remedy in respect of, any representation (whether innocent or negligent) made but not expressly embodied in these terms. Nothing in this clause limits or excludes any liability for fraud or fraudulent misrepresentation.

9. Termination

9.1 Ralawise may terminate the Licence at any time:

(a) upon 5 calendar days’ written notice to the Licensee;

(b) with immediate effect in the event the Licensee:

    (i) breaches any term of the Licence;

    (ii) ceases or threatens to cease carrying on its business;

    (iii) to the extent that the Imagery belong to a third party, Ralawise’s permission to use the Imagery ends or is in any way restricted;

    (iv) is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986) or becomes insolvent or an order is made or a resolution passed for the administration, winding-up or dissolution of the other (otherwise than for the purposes of a solvent amalgamation or reconstruction) or an administrative or other receiver, manager, liquidator, administrator, trustee or similar officer is appointed over all or any substantial part of the assets of the other or the other enters into or proposes any composition or arrangement with its creditors generally or any analogous event occurs in any applicable jurisdiction; or

    (v) undergoes a change of Control; or

(c) with immediate effect in the event of termination by either Party or the expiry of the supply arrangement or any other business arrangements between Ralawise and the Licensee.

9.2 In the event of termination or expiry of the Licence:

(a) all rights and licences granted to the Licensee under the Licence will cease;

(b) the Licensee shall stop using the Imagery; and

(c) the Licensee shall, within 30 days of the expiry or termination of the Licence, destroy all marketing material which uses the Imagery and confirm to Ralawise in writing that this has been done.

10. General

10.1 Wavier. No failure or delay by a Party to exercise any right or remedy provided under the Licence or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

10.2 Remedies. Except as expressly provided for in the Licence, the rights and remedies provided under the Licence are in addition to, and not exclusive of, any rights or remedies provided by law.

10.3 Variations. Except as expressly provided in the Licence, no variation of the Licence shall be effective unless it is in writing and signed by an authorised representative of each Party.

10.4 Severance. If any provision or part-provision of the Licence is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Licence.

10.5 Assignment: The Licensee shall not assign, transfer, mortgage, charge, sub-license, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under these terms.

11. Governing Law and Jurisdiction

11.1 These terms and the Licence and any dispute arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law.

11.2 The Parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these terms and/or the Licence or its subject matter or formation (including non-contractual disputes or claims).

Brand Terms and Conditions

The specific Brand Terms and Conditions for certain Product brands can be found below. Use of Imagery for the below brands as well as any other Product brand on our Site is subject to Ralawise Limited Imagery Terms of Use and may be subject to other specific terms, as we may notify you of from time to time.

• 2786 - Click Here
• Anthem - Click Here
• Asquith & Fox - Click Here
• AWDis Brands - Click Here
• B&C Collection - Click Here
• Kariban Brands - Click Here
• Kustom Kit & Gamegear - Click Here
• Nimbus - Click Here
• Nutshell - Click Here
• Premier - Click Here
• Pro RTX & Pro RTX High Visibility - Click Here
• TriDri® - Click Here
• Stanley/Stella - Click Here
• Wombat - Click Here

1.1 In this agreement: "Confidential Information" means;

(a) the Data; 

(b) the fact, terms and content of this agreement; and

(c) all information and/or data which the Licensee acquires or has acquired (whether before, on, or after the date of this agreement) directly or indirectly from Ralawise in connection with the Permitted Purpose regardless of whether it is disclosed, made available or obtained in writing, orally or by any other means; except that it shall exclude any Excluded Information with effect from the date on which it becomes Excluded Information;"Data" means all product information and data relating (whether supplied as a collection or otherwise) to Ralawise’s products made available to the Licensee in electronic form including but not limited to prices, specifications, descriptions and images;"Excluded Information" means any information and/or data which:

(d) is disclosed by the Licensee in compliance with the legal requirements of a competent legal or other regulatory authority, provided Ralawise has been notified by the Licensee of the intended disclosure prior to it taking place; or

(e) is known to the Licensee prior to the date of this agreement otherwise than as a result of being obtained directly or indirectly from Ralawise; or

(f) the Licensee receives from a third party who lawfully possessed such Confidential Information and which has not been obtained in breach of a duty of confidence owed to Ralawise by any reason; or

(g) is or becomes in the public domain at the time of its disclosure to the Licensee (other than by reason of a breach of this clause by the Licensee).

“Intellectual Property Rights” shall mean all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, Data rights, semi-conductor topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world 

“Licensee” shall mean the party, whether corporate or individual, to whom Ralawise licenses the Data and/or the Licensed Intellectual Property Rights "Licensed Intellectual Property Rights" shall mean all copyright, all other rights in the nature of copyright and all Data rights (as defined in the Legal Protection of Data Directive 96/9 EC) arising under the laws of any jurisdiction (whether vested, contingent or future) and any other intellectual property rights (or rights of a like nature) whatsoever whether registered or unregistered wheresoever subsisting in the world and all legal and equitable rights protecting the confidentiality of any information or materials;"Permitted Purpose" means as defined in Clause 3.1.

“Ralawise” means the business whose company Number is 1362849 and whose registered office is at Unit 112, Tenth Avenue, Zone 3, Deeside Industrial Park, Deeside, Flintshire, CH5 2UA

1.2 Words referring to persons shall include individuals, bodies corporate, companies, unincorporated associations, partnerships, firms, trusts and all other legal entities.

1.3 Headings to clauses are used for ease of reference only and shall not affect the interpretation or construction of this agreement.

1.4 Words denoting the singular include the plural and vice versa.

1.5 Words denoting any gender include all other genders. 

This agreement shall commence when these terms are accepted by the Licensee and shall continue until terminated by either party by giving notice in writing to the other party. 

3.1 Subject to the terms of this agreement, Ralawise hereby grants the Licensee the personal non-exclusive, non-transferable right to store the Data on the Licensee’s computer system and use the Data and the Licensed Intellectual Property for the purposes of purchasing goods from Ralawise and/or selling such goods (the "Permitted Purpose") and not further or otherwise.  

3.2 The Licensee shall not: 

(a) use, do anything with or otherwise exploit the Data other than as provided in Clause 3.1 (including, without limitation disclosing the whole or any material part of the Data to any other person whatsoever); 

(b) reformat, adapt, vary, modify or otherwise change the Data in any manner nor merge the Data so that the Data ceases to be readily identifiable as that of Ralawise;

(c) permit any third party (including web developer or website/e-commerce platform provider) to have access to the Data without the express permission of Ralawise.  

3.3 In consideration of the grant of the licence at clause 3.1, the Licensee shall: 

(a) pay to Ralawise the  sum of £1.00 (receipt of which Ralawise confirms); and

(b) abide by the terms of this agreement.  

4.1 Title to the Data (including but not limited to legal and beneficial ownership of all Intellectual Property Rights in it) shall at all times remain the property of Ralawise. The Licensee shall not acquire any rights in the Data or any associated Intellectual Property Rights by way of this licence outside of those granted at clause 3.1. 

5.1 Ralawise shall use its reasonable endeavours to ensure the accuracy of the Data but gives no warranty express or implied regarding the accuracy or completeness of the Data or its fitness for any purpose and expressly excludes any liability in respect thereof.

5.2 Ralawise does not warrant that the Data shall be virus free and the Licensee is solely responsible for virus scanning the Data prior to introduction to the Licensee’s computer system.

5.3 The Licensee warrants and undertakes that it shall take all steps necessary to maintain and protect the Intellectual Property Rights in the Data (including, without limitation, taking all necessary security measures to prevent unauthorised access to, alteration, disclosure, accidental loss, damage or destruction of the whole or any part of the Data).

5.4 The Licensee shall indemnify and keep indemnified Ralawise against any and all claims, losses, expenses, liabilities, damages or costs (including all legal fees actually incurred) arising directly or indirectly (whether or not reasonably or otherwise foreseeable or avoidable) out of or related to any breach of the warranties and undertakings referred to in clause 5.3 above or any other breach of the terms of this agreement or against any third-party claims against Ralawise arising from or relating to the Licensee's use of the Data.

5.5 The Licensee shall:

(a) co-operate with Ralawise in all matters relating to the Data;

(b) obey Ralawise’s lawful instructions in respect of the Data; 

(c) provide, in a timely manner, such information and assistance as Ralawise may request and ensure that it is accurate in all material respects;

(d) use the Data only for the Permitted Purpose. 

Save in respect of personal injury or death caused by the negligence of Ralawise or any liability which cannot be excluded or restricted by law, Ralawise shall have no liability, whether such liability arises in contract, tort (including without limitation negligence) or otherwise, whatsoever to the Licensee for any:

(a) loss of business, use, profit, anticipated profit, contracts, revenues, goodwill, data or use of data; or 

(b) consequential, special or indirect loss or damage; or

(c) liability, claim, costs (including legal costs), damage or expenses which may be incurred by the Licensee arising from its use of the Data. 

7.1 Upon expiry or earlier termination of this agreement: 

(a) all rights and obligations of the parties shall cease forthwith except where it is expressly stated otherwise in this agreement; 

(b) to the extent that any Confidential Information has been disclosed, the Licensee shall return to Ralawise all Confidential Information of Ralawise and if so requested certify that it no longer holds Ralawise's Confidential Information; and

(c) the Licensee shall:

(i) immediately return all physical and/or electronic copies of the Data to Ralawise; and

(ii) permanently erase the Data from the Licensee’s computer system in addition to any and all backup or archive copies of the same and provide written confirmation that this has been done; and

(iii) make no further use whatsoever of the Data or any material derived from the Data or its activities under this agreement.

7.2 In the event that the Licensee fails to comply with clause 7.1(c), Ralawise shall be entitled to send appropriately qualified personnel to the Licensee's location for the purpose of permanently erasing the Data from the Licensee’s computer system and the Licensee hereby duly authorises such personnel's entry to its premises to do so.

7.3 Notwithstanding the termination of this agreement for whatever reason, the terms set out in clauses 5, 6, 7 and 9 shall survive such termination.

8.1 Ralawise shall be entitled to assign, licence or otherwise dispose of the whole or any part of the rights granted under this agreement to any person whatsoever.

8.2 The Licensee shall not assign, licence or otherwise dispose of the whole or any part of the rights granted under this agreement.

9.1 The Licensee will treat all Confidential Information as strictly confidential and shall:

(a) treat the Confidential Information with no less a degree of care and apply at least the same security measures in respect of the Confidential Information as it uses to protect its own confidential information and in any event to treat it with at least a reasonable degree of care and maintain reasonable security measures against theft, and unauthorised access or use of the Confidential Information;

(b) not make any copies of any Confidential Information without Ralawise's prior written consent;

(c) not copy or store the Confidential Information electronically on any externally accessible computers or electronic devices;

(d) ensure that the Confidential Information is held only at the Licensee's usual place of business and is not transferred to or accessed from any other location;

(e) immediately notify Ralawise if it becomes aware or suspects any use, copying or disclosure of any Confidential Information in breach of the Licensee's obligations under this agreement and shall promptly take such steps as Ralawise reasonably requires in respect of such breaches.

(f) not itself make use of any Confidential Information for a purpose other than for the Permitted Purpose; 

(g) not disclose Confidential Information to any person (other than in accordance with clause 9.2 or otherwise under this agreement).

9.2 The Licensee may disclose Confidential Information to any of its directors or employees to the extent that disclosure is necessary for the purposes of this agreement provided that the Licensee will ensure that any such directors or employees are made aware of and comply with the Licensee's confidentiality obligations under this clause and shall procure their compliance with it and be responsible for any breaches by them.

9.3 This agreement imposes no obligation on Ralawise to exchange Confidential Information. Nor shall it restrict the use, copying or disclosure by a party of its own confidential information.

10.1 Nothing in this agreement and no action taken by the parties under this agreement shall create or be deemed to create a partnership or establish the relationship of principal and agent or any other fiduciary relationship between the parties and no party shall have the right to obligate or bind the other in any manner whatsoever.

10.2 This agreement constitutes the entire agreement and understanding between the parties and supersedes any previous agreement, arrangement or understanding (whether oral or written) between the parties relating to the subject matter of this agreement.

10.3 The parties agree that in entering into this agreement it has not entered into this agreement in reliance upon any statement, representation, covenant, warranty, undertaking or understanding (whether negligently or innocently made) of any person (whether party to this agreement or not) except as expressly set out in this agreement.  The only remedy available to either party shall be for breach of contract. Nothing in this clause, however, shall exclude any liability on the part of either party for fraud or fraudulent misrepresentation.

10.4 No delay, indulgence or omission in exercising any right, power or remedy provided by this agreement or by law shall operate to impair or be construed as a waiver of such right, power or remedy or of any other right, power or remedy.  

10.5 No single or partial exercise or non-exercise of any right, power or remedy provided by this agreement or by law shall preclude any other or further exercise of such right, power or remedy or of any other right, power or remedy.

10.6 If any provision of this agreement is or becomes illegal, invalid or unenforceable under the law of any jurisdiction, that shall not affect or impair:

(a) the legality, validity or enforceability in that jurisdiction of any other provision of this agreement; or

(b) the legality, validity or enforceability under the law of any other jurisdiction of that or any other provision of this agreement.

10.7 No variation of this agreement shall be valid unless it is in writing and signed by or on behalf of each of the parties

10.8 No person who is not a party to this agreement shall have any right to enforce this agreement pursuant to the Contracts (Rights of Third Parties) Act 1999.

10.9 This agreement and any matters arising out of or in connection with it shall be governed by and construed in accordance with English law and the parties submit to the exclusive jurisdiction of the English Courts.