1. What is REID?

REID is an email-based service that uses natural language processing to interrogate and make accessible certain data points from works of scientific scholarship (this service and our products and services are collectively referred to as the “REID Service”)

2. What does this Agreement do?

This Agreement creates a legal binding agreement between Researcher and you where Researcher will provide you the Services in exchange for you paying to Researcher the REID Fees.

3. How long does this Agreement last?

This Agreement starts on the date you select the tick box that you agree to the Terms of Service and confirm that you wish to receive the REID services until the relevant Termination Date. Please note you may unsubscribe from the Services at anytime.

4. How can you pay for the Services?

You can pay the REID Fees by credit or debit card through Stripe, our secure online payment platform provider. Upon Sign Up for the services you will be directed to Stripe.

You will be charged the REID Fee on a monthly basis and upfront, on or around each month anniversary of the Start Date.

You will ensure that the card, the details of which were saved on Stripe, is valid so that the payments are processed by Researcher without any delay. In the event Researcher is unable to charge the Client on the saved credit or debit card due to incorrect or invalid card details, it reserves the right to cease the Client’s access to the Services until a valid credit or debit card is provided and the payment is processed by Researcher.

You accept that no access will be granted by Researcher under this Agreement, until the first monthly payment is processed upfront upon the Sign Up process being completed by You, unless you take a Free Trial of the REID Service.  

Researcher reserves its rights to accrue simple interest at a rate of 4% per year above the Bank of England’s base rate on any overdue fees under this Agreement.

5. Can I free trial the REID Service?

Our REID Service offers a limited-time free trial for 30 days. During this period, you'll have access to all features. The trial is for evaluation purposes only and doesn't obligate you to purchase. To continue after the trial, please select a paid plan. You may cancel anytime during the free trial and to avoid charges by Stripe. We may modify or end the trial at our discretion. Your data may be retained. Using the trial and the REID Services affirms your acceptance of these terms.

6. Can Researcher increase the REID Fee?

Yes, Researcher may, at its sole and absolute discretion and without your consent from time to time. Any price increase will be communicated to you in advance of any REID Fees for that particular month being payable.

7. Who owns what?

Researcher owns all intellectual property rights in and to the REID Service, which is the software (including source code and object code) created by or for Researcher which provides data engineering services and/or analytics and data services to Researcher’s clients. You own all intellectual property rights to any documents or materials that you provide Researcher (together, the “Client Data”).

8. Does this Agreement grant the parties the right to use each other’s intellectual property?

Yes, this Agreement gives (A) you the right to use the REID Services solely for the purpose of receiving the Services, and (B) Researcher the right to use the Client Data solely for the purposes of product development and/or provision of the Services to you, in each case for the duration of this Agreement only. Any use of the other party’s property other than as envisaged by this Agreement will be a material breach of this Agreement, including but not limited to the infringement of any third-party intellectual property rights by Your use of the REID Service, allowing the non-breaching party the right to immediately terminate this Agreement. 

9. Are there any other restrictions on how you can use the REID Services?

Yes, the Client cannot reverse engineer or decompile the REID Services or software, or otherwise grant access to, copy, reproduce, or redistribute any aspect of the REID Services or any other documents or materials received by you as a result of receiving the Services, except using those responses, emails and materials generated by the REID Services AI tool, under this Agreement to any third party without Researcher’s prior written consent. You agree not to use the REID Services to facilitate infringement of or infringe the rights of, including intellectual property rights, of third parties.

10. Can Researcher say that you are one of Researcher’s clients?

Yes, you hereby give Researcher permission to use your name and logo on Researcher’s website solely for the purpose of identifying the Client as one of Researcher’s clients. This permission is only for the duration of this Agreement, so Researcher must remove any and all references to you within 30 days of this Agreement ending.

11. Is this Agreement confidential?

Yes, the terms of this Agreement, and any information which would reasonably be considered confidential that is received by either party in connection with this Agreement is confidential, and each party hereby agrees to keep the terms of this Agreement and the other party’s confidential information, confidential, for the duration of this Agreement and for ten (10) years after this Agreement ends. This means, either party must use reasonable security mechanisms to protect the confidential information, and not divulge the confidential information to any third party without the other party’s prior written consent. The only exceptions are if a party is required to divulge confidential information (i) as required under permitted law – in which case, the party may do so, but it shall inform the other party as soon as reasonably practical (if it is lawfully able to do so), (ii) to our professional advisors, (iii) in connection with the proposed transfer of any or all of our rights and obligations under this Agreement to a third party (iv) in connection with the proposed sale or reorganization, merger, consolidation, acquisition, or other restructuring involving any or all of our voting securities or assets, (v) in connection with ordinary course discussions with members of the board of directors of either party, or (vi) in connection with any funding or equity investment negotiations with third parties where details of the Agreement are part of a due diligence process and such third parties have signed confidentiality agreements. If either party breaches any of the confidential obligations in this clause, then such breach will be a material breach, and the non-breaching party may immediately terminate this Agreement.

12. Is there any personal data involved in this Agreement?

Yes. Any personally identifiable information submitted by the customer in the process of using the REID Service and any personally identifiable data processed by Researcher in the provision of the Services will constitute personal data. Where required, we will access aggregated business data, along with pseudonymized transaction information, which may include a customer number, but we will not process or store any other data which would further identify an individual, therefore we would classify the customer number as pseudonymized. For further information on how we collect, store, and process data, please refer to our Privacy Policy.

13. Can Researcher use Client data for marketing and insight purposes?

Yes, Researcher is able to use Client for internal marketing and insight purposes. Furthermore, Researcher is able to publicly publish reports and graphs derived from such data provided that such reports and graphs shall only display Client data that is anonymised and aggregated with other Researcher client’s data.

14. What happens if something beyond Researcher’s reasonable control happens that prevents or delays Researcher from providing the Services?

If something beyond Researcher’s reasonable control happens, which prevents or delays Researcher from providing the Services, including without limitation any government-imposed restrictions or government guidance and/or recommendations, (each a “force majeure event”) then Researcher won’t be in breach to the Client for failing to perform such obligations, but only to the extent that such obligations are delayed or prevented by a force majeure event. Researcher will use its reasonable endeavours to keep the Client updated on the impact of the force majeure event on Researcher’s ability to perform its obligations under this Agreement.

15. Are there limits to what either party can sue for, if anything were to go wrong?

Other than for liability arising as a result of fraud, or liability arising under anything which can’t be limited or excluded by law (which, for the avoidance of doubt, shall be unlimited), yes, each party’s total liability to the other party shall be limited to an amount equal to the total REID Fees payable by the Client to Researcher in the preceding 12 months to when the claim arose.

16. When does this Agreement terminate?

Researcher can terminate this agreement at any time at the end of the then-applicable month or immediately upon any breach, or suspected breach, of this Agreement.

17. What happens after this Agreement ends?

Each Party must stop using and return the other party’s intellectual property, (B) the you must pay Researcher for any outstanding monies due for the provision of the Services up to and including the termination date; and (C) Researcher is under no obligation to refund any portion of the REID Fee and/or any other fees and/or any other charges which have already been paid by you to Researcher.

18. Are the parties required to adhere to applicable law when performing their respective obligations under this Agreement?

Yes, each party must (at its own expense) comply with all applicable laws and regulations when performing their respective obligations under this Agreement.

19. Can a third party sue either party under this Agreement?

No, this Agreement does not give any person who is not a party to it any right to enforce any of the terms of this Agreement.

20. IMPORTANT DISCLAIMER! 

The data provided as part of the Services, while accurate to our reasonable knowledge, is not all-encompassing. As such, please be aware that there may be third-party sources that fall outside of the REID Services and that the materials being provided are, despite our best efforts, not comprehensive. You are advised to make your own independent assessment before placing any reliance on such data. We hereby disclaim and any all responsibility and liability which may arise from your reliance on our data, and we exclude, to the fullest extent allowed by applicable law, any implied terms relating to quality, fitness for any particular purpose or ability to achieve a particular result.

21. How can this Agreement be amended?

Subject to the rest of this clause, any terms contained within this Agreement can only be amended by written agreement signed by representatives for and on behalf of each party, except for the email addresses and addresses of the parties which can be amended by email alone. These standard terms and conditions and the Data Protection Agreement may be updated by Researcher alone, without notice to you.

22. How can notice be served on a party?

Notice can be served by a party sending a letter or an email to the other party, at, for Researcher, reidteam@researcher-app.com (as may be updated from time to time, including by email). Notice will be deemed received (A) two (2) days after posting, if notice is sent by registered mail or (B) immediately on transmission of an email, if notice is sent by email, but only if the sender doesn’t receive a bounce back email saying that the email wasn’t successfully transmitted to the intended recipient.

23. Can each party assign this Agreement to another party?

Yes, Researcher can assign its rights and benefits under this Agreement to any third party without your consent, and you can assign its rights and benefits under this Agreement only with Researcher’s prior written consent. 

24. What happens if any part of this Agreement becomes illegal or invalid under applicable law?

If any clause in this Agreement (or part thereof) is or becomes illegal, invalid or unenforceable under applicable law, but would be legal, valid and enforceable if the clause or some part of it was deleted or modified (or the duration of the relevant clause reduced): then (A) the relevant clause (or part thereof) will apply with such deletion or modification as may be required to make it legal, valid and enforceable; and (B) without limiting the foregoing, in such circumstances the parties will promptly and in good faith seek to negotiate a replacement provision consistent with the original intent of this Agreement as soon as possible. 

25. Are there any other documents, materials or conversations which form part of this Agreement?

No, the parties agree that this Agreement and any documents entered into pursuant to it constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter. 

26. Can either party make a public announcement about this Agreement?

Other than Researcher’s ability to include your name and logo on its website identifying the fact that you are one of Researcher’s clients, no – neither party can make a public announcement about this Agreement (including without limitation any of the terms of this Agreement), without the other party’s prior written consent. 

27. Does this Agreement create a partnership or agency?

No, the parties are independent contractors and nothing in this Agreement constitutes, or shall be deemed to constitute, a partnership between the parties nor make any party the agent of another party. 

28. Waiver

No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under this Agreement shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right or remedy. No single or partial exercise of any right, power or remedy provided by law or under this Agreement shall prevent any future exercise of it or the exercise of any other right, power or remedy. 

29. What law governs this Agreement?

This Agreement and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales. 

30. Which courts have jurisdiction to hear any dispute that arises under this Agreement?

The parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, this Agreement, its subject matter or formation (including non-contractual disputes or claims). Schedule 1

Definitions

“Termination Date” is the end of the calendar month from when you select to unsubscribe from the Services.

“REID Fees” are the Fees payable for the REID Service.

“Services Form” the form which you will be directed to complete to Sign Up for the Services.

“Sign Up” our online sign-up process through the online form provided by Researcher.

“Start Date” is the date from which you Sign Up to receive the REID Services.