Terms & Conditions

1Interpretation

In these Conditions unless the context otherwise permits:

1. 1.1"Authorized Representative" means a person whose job title is that of Director or Managing Director or a person who holds the office of director.
2. 1.2"Customer" means the person, firm, company, entity or organization with whom AAAtraq contracts for the sale of Products and/or supply of Services.
3. 1.3"the Conditions/these Conditions" means the standard terms and conditions of sale set out in this document or such replacement standard terms and conditions notified to Customer as in force at the date of the Contract and which at that date appear on AAAtraq's web site at aaatraq.com/terms.
4. 1.4"the Contract" means any contract for the purchase and sale or other supply of Products and/or the supply of Services by AAAtraq to a Customer.
5. 1.5"Electronic Means" means any electronic means including without limit on the Web, by EDI or XML.
6. 1.6"Service(s)" means (collectively) all services, programs, information and products that the Customer uses or otherwise accesses from time to time provided by AAAtraq through its site.
7. 1.7"Quotation" (in the form of a Schedule of Service) means the quotation for Services that AAAtraq provides to the Customer, in writing or electronically, which specifies the price to be paid for those services.
8. 1.8The headings in these Conditions are for convenience only and shall not affect their interpretation.
9. 1.9AAAtraq reserves the right to apply supplemental or other terms for Services to be supplied by AAAtraq or used by the Customer outside the UK mainland.

2Basis of the Sale

1. 2.1All Contracts between AAAtraq and a Customer shall be governed by these Conditions (and, where applicable, any other terms and conditions pursuant to Clause 1.3) to the exclusion of any other terms and conditions not accepted in writing by an Authorized Representative of AAAtraq, including without limit any terms on or referred to in any Customer purchase order. In the case of orders placed by Electronic Means which refer to any terms and conditions of the Customer AAAtraq's automatic taking on to its system of such order shall amount to a rejection of the Customer's terms and conditions and an offer to supply the Products ordered on the basis of these Conditions. No variation to these Conditions shall be binding unless agreed by letter and signed by an Authorized Representative of AAAtraq. It is the Customer's responsibility to be aware of the Conditions as current from time to time but AAAtraq will use best efforts to notify the Customer of any material changes to the Conditions before they become applicable. The Customer's acceptance of these Conditions shall also be made (in respect of the first Contract and all subsequent Contracts) either by (1) Customer providing a purchase order to AAAtraq or (2) Customer accepting Products or Services from AAAtraq, whichever occurs first.
2. 2.2No employee or agent of AAAtraq other than an Authorized Representative has any authority to make any representation at all concerning Products or Services and an Authorized Representative has no authority to make such representation other than by letter (an "authorized representation") and accordingly the Customer agrees that in entering into any Contract it does not rely on any unauthorized representation and the Customer agrees it shall have no remedy in respect of any unauthorized representation (unless made fraudulently).

3Customer Identification

1. 3.1In placing an order including by Electronic Means the Customer may utilize one or a combination of account names, account numbers and other forms of identification, including password or other code issued to the Customer (together and individually "Customer's Identification" or "Customer Identification").
2. 3.2It is the Customer's responsibility to keep the Customer's Identification confidential. Customer has the sole responsibility for its Customer Identification. Customer shall immediately inform AAAtraq in case of loss of password or in case of any abuse or attempted abuse of Customer password or other Customer Identification. Customer agrees that the Customer is entirely responsible for use of the Customer's Identification and that it is the Customer's responsibility to have in place security measures and procedures to ensure use of its Customer Identification only by authorized personnel for authorized purposes.
3. 3.3Customer agrees that AAAtraq is entitled to rely absolutely on any orders placed on AAAtraq which have utilized Customer's Identification and to deliver as directed by such orders and to invoice and be paid in respect of such orders.
4. 3.4Customer agrees that any order placed on AAAtraq.com including by Electronic Means mentioning or utilizing Customer's Identification is a valid and binding purchase order and shall be deemed to be a duly authorized act of the Customer.
5. 3.5Customer acknowledges that AAAtraq cannot guarantee the security of the Internet and the possibility of interception or corruption of data transmitted from Customer to AAAtraq using correct Customer Identification, and that AAAtraq is nonetheless entitled to rely on data transmitted in the form it is received at AAAtraq.com.
6. 3.6When Customer obtained Customer Identification from AAAtraq, it was represented to AAAtraq that it was obtained by a legitimate employee or representative of the Customer that deals with AAAtraq. Customer represents and warrants that the information it provided to AAAtraq in obtaining the Customer Identification is accurate and complete. Customer also agrees to notify AAAtraq immediately at any time that information ceases to be accurate and complete.

4Contract Term and Renewal

Unless otherwise specified in the Quotation:

1. 4.1The fixed period of any Contract for ongoing Services shall be 12 months (for an annual subscription) or 1 month (for a monthly subscription). For the avoidance of doubt, each monthly subscription period constitutes a separate Contract.
2. 4.2The Contract period shall automatically renew unless cancelled by the Customer in their AAAtraq online dashboard following login to the Service via the website (AAAtraq.com), or unless otherwise specified in the Quotation.
3. 4.3AAAtraq may increase the price charged for each successive fixed period by up to 8% above the price charged for the previous period.

5Proprietary Rights of AAAtraq

1. 5.1Customer acknowledges and agrees that AAAtraq exclusively owns or has been licensed by third parties to use all rights, title and interest in the Service and the information, data, databases, images, sound recordings, audio and visual clips and other content provided by AAAtraq through the Service (individually and collectively, the "content").
2. 5.2Nothing contained in this Agreement conveys to the Customer any right, title or interest in or to the Service or any content. Customer shall not remove or modify any copyright or other notice placed on content. Internal distribution of content should be limited to those within Customer organization who are aware of the obligations imposed by this Agreement.
3. 5.3Customer shall use the Service and content solely for customers own internal use, and not for the benefit of any third party. In no event shall the Customer display, circulate, publish, retransmit, redistribute, reproduce or sell all or any part of content outside of the Customer's business organization by any means or medium now or hereafter created). Customer is not authorized to alter, cover, or remove any reference to such intellectual property rights and shall adhere to any guidelines and restrictions provided by AAAtraq with respect to such rights.
4. 5.4

   AAAtraq shall have no duty to defend, indemnify or hold Customer harmless from and against any or all claims brought against the Customer or damages and costs incurred by the Customer arising from the infringement of a third party's intellectual property rights, except to the extent AAAtraq's supplier is offering such defense or indemnification to AAAtraq on a pass through basis. Upon threat of claim or claim of infringement, AAAtraq may, at its option:

   1. a.procure the right to continue using any part of the Service,
   2. b.replace the infringing Service with a noninfringing Service of similar specification, or
   3. c.refund to the Customer the price paid in advance by the Customer for the infringing Service. Notwithstanding any other terms or conditions to the contrary AAAtraq's liability for infringement of intellectual property rights under these Conditions shall not exceed the Customer's payment for the infringing Service.

6Important Disclaimers regarding content and use restrictions

7Service and Support

1. 7.1All support provided is based on UK working hours, i.e. from 09.15 to 16.30 UK time. Support is not provided outside of these hours, nor during public holidays in England and Wales, unless otherwise agreed in writing with the Customer.
2. 7.2Standard support covers reporting of bugs, errors or system failures, and clarifications or explanations of diagnostics reported by a Service. It does not include investigation as to the cause of diagnostics reported by the Service where this entails review of the code, operation or delivery of the Customer's content, website or social media page (or assets contained or linked therefrom), unless the cause is determined to be a bug or fault in the Service.
3. 7.3

   Any support requests must be made via the online support service, under 'Help and Support', following login to the Service via the website (AAAtraq.com).

   1. a.Support requests will be acknowledged (on a 'best efforts' basis) within 60 minutes of the Customer's completion and submission of the support form.
   2. b.Once the request has been acknowledged and a support ticket ID allocated, the standard response time is 8 working hours - this being the time for the initial response and not necessarily the time for the request to be resolved.
   3. c.AAAtraq will close the support ticket when it believes the request to be resolved. Should the Customer not agree that the request is resolved, full details sufficient for AAAtraq to be able to investigate should be emailed to support@AAAtraq.com.
4. 7.4

   Support Incidents

   1. a.Where the Customer has purchased additional support via way of Support Incidents, AAAtraq will endeavor to provide details as to the root cause of a reported diagnostic.
   2. b.The Customer may need to provide specific details or further information as and when requested in order to enable AAAtraq to effectively solve Support Incidents. If this information is not provided in a timely manner then the Incident may be closed.
   3. c.Unless otherwise agreed in writing, the maximum investigation time for a Support Incident is 1 working day.

8Limitation of Liability

1. 8.1AAAtraq shall not be liable to the Customer for any economic or financial loss or damage (including without limit any loss of profits, loss of revenue, liabilities incurred by the Customer to third parties relating to Products delivered or Services rendered by AAAtraq, or additional expenses incurred or the cost of time spent) or any consequential, indirect, or special loss or damage costs expenses or other claims for consequential compensation whatsoever (including without limit loss of or damage to data or loss of goodwill) incurred or suffered by the Customer and in every case howsoever caused or arising (and whether caused by the negligence of AAAtraq its employees or agents or otherwise).
2. 8.2AAAtraq's liability for direct loss or damage arising from damage to tangible property for which AAAtraq is liable shall be limited to the VAT exclusive price of the relevant Service in connection with which any claim for damage or loss is made.
3. 8.3Because some states or jurisdictions do not allow the exclusion or limitation of liability for certain damages, in such states or jurisdictions, the liability of AAAtraq, its partners, employees, agents, contractors or other suppliers shall be limited in accordance with this Agreement to the extent permitted by law.
4. 8.4Nothing in these Conditions shall in any way exclude or limit any liability AAAtraq may have for death or personal injury caused by its negligence.
5. 8.5If provision of the service, and/or its availability are such that the service is impeded by the lack of availability of the Customer's website, AAAtraq do not accept and are not liable for delivery of the service until the Customer's website is fully available.
6. 8.6AAAtraq does not represent, warrant or guarantee that the Service or content will be free from errors or will be available at all times. Customer understands that AAAtraq accepts no responsibility for security of information on the Internet.
7. 8.7

   AAAtraq shall not be liable to the Customer or be deemed to be in breach of any Contract by reason of any delay in performing or any failure to perform any of AAAtraq's obligation in relation to the Services if the delay or failure was due to any cause beyond AAAtraq's reasonable control. Without prejudice to the generality of the foregoing the following shall be regarded as causes beyond AAAtraq's reasonable control:

   1. a.Act of God, explosion, flood, tempest, fire or accident;
   2. b.Act of terrorism, war or threat of war, sabotage, insurrection, civil disturbance or requisition;
   3. c.Acts restrictions regulations bylaws prohibitions or measures of any kind on the part of any governmental or parliamentary or local authority;
   4. d.Import or export regulations or embargoes;
   5. e.Strikes, lock outs or other industrial actions or trade disputes (whether involving employees of AAAtraq or a third party);
   6. f.Difficulties of AAAtraq's supplier in obtaining raw materials labor fuel parts or machinery.
8. 8.8The Customer should only share personal data with AAAtraq if it has been specifically requested and only if they can, if necessary, provide confirmation that they have permission to share such data. AAAtraq will never ask for, and the Customer should never share, sensitive personal data (as defined in data protection law). AAAtraq provides services only to businesses on a commercial basis, not to individuals or consumers.

9AAAtraq Legal Protection

1. 9.1AAAtraq provides its customers with limited indemnity against reasonable and necessary legal defense costs caused by allegations that their websites fail to make reasonable accommodations for users with disabilities. AAAtraq has right to, without exception determine the use of Indemnity re-payment.
2. 9.2The indemnity is dependent upon the website that is the subject of the allegation being registered with AAAtraq and subject to a current and paid up-to-date customer contract on the date that the failure is alleged to have occurred and also on the date that AAAtraq is notified of the allegation, and is limited to an amount determined by the number of AAAtraq stars assigned to that website on that date as follows:

3. 9.3The indemnity is only valid if AAAtraq is notified of the allegation via its online portal within 14 calendar days of receipt by the customer, and only if the customer enters into an attorney-client relationship with defense counsel from AAAtraq's approved panel in order to defend the claim.
4. 9.4The customer must ensure that the Risk Indications for the home and accessibility pages on their site remain at "Low Risk". If a Risk Indication reaches "Medium Risk" or above for any period of 14 calendar days then the indemnity for the site may be limited to that equivalent as if the site has zero AAAtraq stars.
5. 9.5The Customer is responsible for its own website, its content, and the auditing thereof, and must ensure that no Priority actions (as determined by AAAtraq; and, it is the responsibility of the customer to request and review these at the point of contract renewal) or compliance failures exist on the site, otherwise the indemnity limit will be reduced, or restricted to exclude certain aspects of the site.
6. 9.6The customer must meet the target date specified for the completion of their site actions as specified on the AAAtraq dashboard. For each 7 calendar days that the target remains overdue, the indemnity limit is reduced by an additional 10%, up to 100% after 70 calendar days.
7. 9.7The indemnity is only valid for one allegation regarding any particular category of website issue, in a FIVE (5) year period (of continued service). If another allegation is received regarding the same website or any other website operated or owned by the same company or another company in the same group of companies alleging failure then coverage is restricted to claims mitigation support only.
8. 9.8The indemnity is only valid where the customer is based in the USA and the claim is issued under United States law.
9. 9.9The indemnity is subject to the terms and conditions of the policy document.

10General

1. 10.1This Agreement does not confer any rights, remedies or benefits upon any person other than the Customer and AAAtraq. This Agreement may only be amended by a written or electronic form duly accepted and agreed to by AAAtraq and the Customer and such amendment shall refer to this Agreement. Customer may not assign this Agreement without the prior written consent of AAAtraq. AAAtraq may reassign this Agreement to a third party without notice, however if it does so it guarantees that the third party will meet AAAtraq's obligations under this Agreement. This Agreement shall be binding on and inure to the benefit of the parties and their respective successors, assigns and termination shall not prejudice the accrued or continuing rights and liabilities of either party. Should any provision of this Agreement be held to be void, invalid, unenforceable or illegal by a proper legal authority, the validity and enforceability of the other provisions shall not be affected.
2. 10.2Customer represents and warrants to AAAtraq that the information the Customer provided to AAAtraq in the registration process and in other areas of the Service is true, accurate and complete. Upon request by AAAtraq, the Customer hereby agrees to defend, indemnify and hold harmless AAAtraq, its officers, directors, employees, agents, contractors or other suppliers from all liabilities, claims and expenses, including legal fees that arise from a breach of this Agreement for which the Customer is responsible, or from the use of the Service or content. AAAtraq reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification arising out of or caused in whole or in part by the Customer or AAAtraq or any such persons' use of or reliance on the Service or its content by the Customer.
3. 10.3Notwithstanding any other terms of these Conditions it is agreed that the provision or display of pricing and other Information by AAAtraq to the Customer does not amount to an offer by AAAtraq to provide Services at that price or on any other terms. Supply of such Information is only an invitation to treat. An order by the Customer for Services shall be the offer.
4. 10.4In the case of orders placed by Electronic Means only, notwithstanding any acceptance by AAAtraq of any offer for any Service, if there has been a material or obvious pricing error by AAAtraq, AAAtraq shall be entitled within 30 days of its acceptance of such offer to either invoice the Customer for the Customer's true list price (not exceeding the prevailing market price) of the Service at the date of order or, if the Customer shall prefer, terminate the relevant Service and credit the Customer for any related charges invoiced by AAAtraq.
5. 10.5Customer is not allowed for any purpose whatsoever to use AAAtraq's logos and trademarks without AAAtraq's prior written approval from an Authorized Representative.
6. 10.6Customer agrees that AAAtraq may use Customer data, including any personal data, for the purpose of marketing and sales, and the Customer agrees to AAAtraq's collection, storage and use of such data for this purpose. Personal data will not be shared with third parties without the Customer's consent. Customer agrees to receive information and promotions and other communications from AAAtraq by email and other communication tools.
7. 10.7No waiver by AAAtraq of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.
8. 10.8Customer agrees that Customer shall comply with applicable laws, rules, regulations, ordinances and other similar national and international requirements of the country, state and province in which Customer is accessing and using the Service and content.
9. 10.9If any provision of these Conditions is held by any authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provisions in question shall not be affected thereby.
10. 10.10The Contract shall be governed by the laws of England and the Customer submits to the exclusive jurisdiction of the English Courts.