RT7 Digital Ltd Software-as-a-Service (SaaS) Terms and Conditions

1. Background and Application

1.1. These Software-as-a-Service Terms and Conditions (the "Terms") govern the Customer's access to and use of RT7 Digital Ltd's proprietary suite of Amazon reconciliation tools, interactive data dashboards, and automated alert systems (collectively, the "Software").

1.2. By accessing the Software, whether through a digitally executed order on the Supplier's Website, a signed Scope of Work, or as part of a broader managed service engagement, the Customer irrevocably agrees to be bound by these Terms to the exclusion of all other terms, conditions, or prior representations. These conditions are designed to ensure transparent expectations regarding data usage, financial accuracy, billing mechanisms, and mutual responsibilities within the complex Amazon operational ecosystem.

2. Definitions and Interpretation

2.1. In these Terms, the following specific definitions shall apply to the relationship between the parties:

2.1.1. Account: Means (a) a new Amazon seller or vendor account created by the Customer with the assistance of the Supplier, or (b) an existing Amazon seller or vendor account belonging to the Customer to which the Customer provides the Supplier with the necessary administrative or API access for the purpose of providing the Services.

2.1.2. Aggregated Data: Means Customer Data and Customer Materials that have been technologically anonymised and aggregated with data from other customers to identify macro-trends, industry benchmarks, system performance metrics, or operational insights.

2.1.3. Amazon Services: Means any websites, platforms, applications, programmatic interfaces, or services provided by Amazon.com Services LLC, Amazon Services Europe S.à r.l., or their respective global affiliates and subsidiaries.

2.1.4. Customer Materials: Means all raw data, content, financial metrics, remittance notices, and information provided by the Customer or securely retrieved from the Account via API or other authorised automated means for processing by the Software within the Supplier's infrastructure.

2.1.5. Declared Metrics: Means the specific operational volume declared by the Customer either within a physical Scope of Work or via the Supplier's Website during the onboarding process. This strictly includes the total number of connected Accounts and the total annualised or monthly revenue generated through those Accounts.

2.1.5. Order Form: Means the commercial instrument defining the specifics of the subscription, executed either via a physically or digitally signed Scope of Work (SOW) or a validated digital submission through the Supplier's Website.

2.1.7. Software: Means the proprietary reconciliation tools, interactive recoverables dashboards, email alert systems, and any underlying programmatic interfaces, APIs, or data extraction tools provided by the Supplier as specified in an Order Form.

2.1.8. Supplier, We, Us: Means RT7 Digital Ltd, a company registered in England and Wales.

2.1.9. Supplier Materials: Means the Software, including its source code, the underlying logic and algorithms utilised within database infrastructure including Google Big Query, APIs, user interfaces, benchmarking methodologies, and any intellectual property developed or owned by the Supplier.

2.1.10. True-Up Adjustment: Means the contractual mechanism by which the Supplier audits the Customer's Declared Metrics against the actual metrics observed via Account access, resulting in a mandatory amendment to the applicable Fees.

2.1.11. Supplier's Website: Means the website currently located at https://rt7digital.com or any other website or platform operated by RT7 Digital Ltd or any company within the Supplier's corporate group.

3. Licence Grant and Usage Restrictions

3.1. Grant of Licence: Subject to the Customer's continuous compliance with these Terms and the timely payment of all applicable Fees, the Supplier grants to the Customer a non-exclusive, non-transferable, revocable, and strictly limited licence to access and use the Software during the Term. This licence is granted solely for the Customer's internal business operations and financial reconciliation purposes.

3.2. Restrictions on Use: The Customer shall not, under any circumstances, and shall not permit any third party to:

3.2.1. Decompile, reverse engineer, disassemble, or attempt to derive the source code, underlying logic, or structural framework of the Software.

3.2.2. Use the Software, the Supplier Materials, or the structural concepts therein for the purpose of building a competitive product or offering a competitive service.

3.2.3. Resell, sub-license, distribute, syndicate, or commercially exploit the Software to any external third party.

3.2.4. Utilise the Software in any manner that violates or breaches Amazon Services' Acceptable Use Policies, Terms of Service, or data protection guidelines.

3.2.5. Introduce any malicious code, viruses, trojan horses, or intentionally disruptive data loads into the Supplier's infrastructure or the Google Big Query environment.

3.3. Evolution of Services: The Customer acknowledges that the Software is a dynamic SaaS product. The Supplier reserves the unilateral right to update, modify, enhance, or deprecate features and delivery mechanisms of the Software (including transitioning from static file delivery to API-based delivery), provided such modifications do not materially degrade the core functionality agreed upon in the Order Form.

4. Data Ingestion, Account Access, and Compliance

4.1. Authorisation for Automated Access: The core functionality of the Software requires continuous data ingestion. The Customer hereby grants the Supplier explicit and uninterrupted permission to access, interface with, and retrieve data from the Account. This authorisation specifically includes the right to utilise Amazon's Selling Partner API (SP-API) or other authorised programmatic interfaces to ingest relevant financial, inventory, and operational data directly into the Supplier's database infrastructure.

4.2. Prohibition of Unauthorised Extraction: The Supplier and the Customer mutually agree to strictly prohibit the use of unauthorised data scraping techniques against Amazon Services interfaces. All data ingestion, including the processing of remittance notices, shall be conducted via authorised Amazon API channels or mutually agreed, secure direct access to specific data repositories (such as automated secure email forwarding rules established by the Customer). The Supplier accepts no liability for account suspensions resulting from the Customer utilising third-party scraping tools.

4.3. Customer Cooperation and Access Maintenance: The Customer must fully and continuously cooperate with the Supplier. This obligation strictly includes providing and maintaining uninterrupted access to all relevant parts of the Account for the entire duration of the Term, and providing necessary administrative support on connectivity queries. Failure to maintain this access directly impedes the Software's functionality and constitutes a material breach of these Terms.

4.4. Customer Warranty of Rights: The Customer warrants and represents that it holds all necessary legal rights, titles, and regulatory permissions to grant the Supplier access to the Account and to process the Customer Materials. The Customer further warrants that the ingestion and processing of such data by the Supplier does not violate any third-party agreements, international data privacy laws, or Amazon's operational and vendor policies.

5. Dynamic Pricing, Fees, and True-Up Adjustments

5.1. Scale-Based Fee Structure: The Customer shall pay the fees specified in the Order Form (the "Fees"). The Software pricing architecture is highly dynamic and is calculated based on a tiering system dictated by the Customer's Declared Metrics. All Fees are stated exclusive of Value Added Tax (VAT) and any other applicable local, state, or federal sales taxes, which shall be added to the invoice at the prevailing rate.

5.2. Warranty of Declared Information: The Customer warrants that the Declared Metrics (specifically the number of connected Accounts and the total revenue generated through those Accounts) provided via the Suppliers Website or the executed Scope of Work are accurate, current, and complete at the exact time of submission.

5.3. The True-Up Mechanism: The Customer expressly acknowledges that the Supplier possesses the technical capability to verify the actual number of interconnected Accounts and the true gross revenue processed via its authorised API access to the Customer Materials. Irrespective of the Customer's initial Declared Metrics, the Supplier reserves the unilateral right to audit the actual metrics on a continuous, automated, or periodic basis utilising the data within its infrastructure.

5.4. Execution of Fee Adjustments: If the Supplier's audit reveals that the actual operational metrics exceed the Declared Metrics (whether due to initial unintentional under-declaration, deliberate misrepresentation, or organic business growth since the declaration date), the Supplier is contractually authorised to immediately and automatically adjust the Fees to the appropriate higher pricing tier.

5.5. Retroactive and Prospective Billing: In the event of a tier adjustment pursuant to Clause 5.4, the Supplier shall issue a True-Up Adjustment invoice to capture any historical underpayments from the point the actual metrics exceeded the declared tier. Furthermore, the adjusted Fee rate shall be applied prospectively for the remainder of the Term. The Customer agrees to pay such True-Up invoices under the standard payment terms.

5.6. Payment Irrespective of Amazon Balance: The Customer is required to pay all invoices for Fees within 7 days of receipt, without set-off or deduction. The Customer acknowledges and firmly agrees that these Fees are payable for the provision of the Software and must be paid in full, irrespective of the current financial cash balance of its Amazon Account, any funds currently held in an account level reserve by Amazon, or any pending disputes or suspensions actioned by Amazon against the Customer. The Supplier's Software fees are independent of Amazon's disbursement schedules.

5.7. Zero-Rated Promotional Periods: Where the Software is provided on a 'Zero-Rated', heavily discounted, or trial basis, the Customer acknowledges this is a temporary promotional offer. The Supplier reserves the right to terminate the promotion and introduce standard tier Fees upon 30 days' written notice to the Customer.

6. Intellectual Property, Aggregated Data, and Benchmarking

6.1. Ownership of Raw Data: The Customer retains all ownership rights, title, and interest in and to the raw Customer Materials extracted from their Account.

6.2. Ownership of Software and Logic: The Supplier exclusively owns and retains all right, title, and interest, including all global intellectual property rights, in and to the Supplier Materials and the Software. This includes the proprietary reconciliation logic, dashboard UI/UX designs, database architectures, and API frameworks.

6.3. Aggregated Data Rights and Benchmarking: Notwithstanding any other provision within these Terms or any non-disclosure agreement, the Supplier exclusively owns all right, title, and interest in and to Aggregated Data. The Customer grants the Supplier a perpetual, irrevocable, global right to use, reproduce, and exploit Aggregated Data for any lawful purpose. This specifically includes the right to utilise the data for internal system analytics, industry benchmarking, algorithmic training, and the development and commercialisation of new product features or supplementary analytical services, provided always that the Aggregated Data is strictly anonymised and cannot be reverse-engineered to identify the Customer or any individual.

7. Financial Accuracy, Disclaimers, and Limitation of Liability

7.1. "As Is" Provision: The Software, including all dashboards, alerts, and reconciliation statements, is provided strictly on an "as is" and "as available" basis. The Supplier makes no warranties, express or implied, regarding the absolute accuracy, completeness, or real-time reliability of data retrieved from Amazon Services, acknowledging the inherently dynamic and frequently amending nature of Amazon's internal financial ledgers.

7.2. Disclaimer of Professional Advice: The Software utilises algorithms to generate automated reports (including statements formatted for accounting compliance) for informational, operational, and internal management purposes only. These outputs explicitly do not constitute accounting, financial, statutory tax, or legal advice. The Customer remains solely and entirely responsible for consulting with a qualified professional accountant or tax advisor before utilising any data generated by the Software for statutory financial filings, tax returns, or official corporate auditing purposes.

7.3. No Guarantee of Financial Recovery: Where the Software successfully highlights potential shortages, chargebacks, price claims, or recoverable funds, the Supplier cannot and does not provide any guarantee whatsoever in respect of the actual reimbursement, recovery, or disbursement of any sums from Amazon. The Software functions solely as an identification and aggregation tool; the Supplier assumes no liability for Amazon's ultimate determination on any claims or disputes lodged by the Customer based on the Software's data.

7.4. Data Source Defence: The Supplier shall bear no liability for any inaccuracies, omissions, or errors present in the reconciliation reports or dashboards that are caused by underlying errors within the Customer Materials, systemic failures in Amazon Services data, or latency and downtime within Amazon's SP-API architecture.

7.5. Financial Cap on Liability: The Supplier's total aggregate liability for all claims arising out of or in connection with the provision of the Software (whether arising in contract, tort including negligence, breach of statutory duty, or otherwise) shall be strictly limited to the total Fees actually paid by the Customer for the Software in the twelve (12) months immediately preceding the date the claim arose.

7.6. Exclusion of Consequential Damages: Under no circumstances shall the Supplier be liable to the Customer for any indirect, incidental, special, punitive, or consequential losses. This explicit exclusion covers lost commercial profits, loss of anticipated operational savings, loss of data integrity, reputational damage, or any penalties or fines imposed by statutory tax authorities resulting from the use of the Software.

7.7. Limitation of Action: The Customer agrees that no legal action or arbitration proceeding relating to the accuracy of a specific software report, dashboard output, or alert may be brought more than twelve (12) months after the date that specific output was generated by the system.

8. Suspension and Termination Rights

8.1. Term and Renewal: The agreement shall commence on the date the Order Form is executed (via signature or digital clickwrap) and shall continue for the Initial Term specified therein. Upon expiration of the Initial Term, the agreement shall automatically renew for successive periods equal in length to the Initial Term, unless terminated by either party providing at least thirty (30) days' written notice prior to the upcoming renewal date.

8.2. Suspension for Non-Payment: If the Customer fails to remit payment for any validly issued Fees by the due date, the Supplier reserves the right, without incurring any liability and without prejudice to any other legal remedies, to immediately disable the Customer's passwords, accounts, and access to all or any part of the Software until the outstanding balance, including any applicable true-up adjustments, is paid in full.

8.3. Termination for Consecutive Missed Payments: The Supplier may terminate this agreement immediately upon written notice if the Customer misses two consecutive billing cycles or fails to rectify a singular payment default within 14 days of receiving formal notice of such default.

8.4. Suspension and Termination for Loss of Amazon Access: The core functionality of the Software is wholly contingent upon continuous, authorised API and operational access to the Customer's Amazon Account. Should the Customer intentionally revoke, technically alter, or negligently fail to maintain the Supplier's necessary access permissions, the Supplier may immediately suspend the Services without notice. If full access is not restored within seven (7) days of the Supplier notifying the Customer of the disconnection, the Supplier possesses the right to terminate the agreement immediately. Crucially, the Customer remains fully liable for all scheduled Fees during any period of suspension caused by a loss or revocation of access.

8.5. Post-Termination Obligations: Upon the effective date of termination, all licences granted under these Terms shall immediately and automatically terminate. The Supplier reserves the right to securely delete all Customer Materials residing in the Software infrastructure thirty (30) days post-termination, retaining only Aggregated Data as permitted under Clause 6.3.

9. Data Protection, Privacy, and Security

9.1. Statutory Compliance: Both parties commit to complying with their respective obligations under all applicable global data protection legislation, specifically including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.

9.2. Security Measures: The Supplier shall implement, maintain, and regularly review appropriate technical and organisational measures designed to protect Customer Materials against unauthorised external access, accidental loss, destruction, or alteration. The specific parameters of these measures and the mechanics of data processing are exhaustively detailed in Schedule 1 (Data Processing Addendum), which forms part of these Terms.

9.3. Independent Controller Role and Privacy Policy: While the Supplier acts as a data processor regarding the core Customer Materials processed by the Software, the Customer acknowledges that the Supplier steps outside this role and acts as an independent data controller when processing business contact details and system usage data for its own commercial purposes, specifically including the suggestion of relevant additional services to the Customer. Full details are set out in the Supplier's Privacy Policy available at https://rt7digital.com/legal/privacy-policy.

10. General Boilerplate Provisions

10.1. Entire Agreement: These Terms, together with the relevant Order Form (whether a website submission or a physical SOW) and Schedule 1 (Data Processing Addendum), constitute the entire agreement between the parties. This suite of documents supersedes and extinguishes all prior agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter.

10.2. Waiver: No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

10.3. Severance: If any provision or part-provision of these Terms is or becomes legally 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 shall be deemed deleted. Any modification or deletion under this clause shall not affect the validity and enforceability of the rest of the agreement.

10.4. Governing Law and Jurisdiction: These Terms, and any dispute or claim 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 strictly in accordance with the law of England and Wales. The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any such dispute or claim.

Schedule 1: Data Processing Addendum (DPA)

This Data Processing Addendum ("DPA") forms part of the RT7 Digital Ltd Software-as-a-Service Terms and Conditions (the "Agreement") between RT7 Digital Ltd ("Supplier" or "Processor") and the Customer ("Customer" or "Controller").

1. Definitions

1.1. In this DPA, the following terms shall have the meanings set out below:

"Data Protection Legislation" means all applicable data protection and privacy legislation in force from time to time in the UK, including the UK General Data Protection Regulation (UK GDPR), the Data Protection Act 2018, and the Privacy and Electronic Communications Regulations 2003 (PECR).

"Personal Data", "Controller", "Processor", "Data Subject", and "Processing" shall have the meanings given to them in the Data Protection Legislation.

2. Roles and Scope of Processing

2.1. For the purposes of the Data Protection Legislation, the Customer is the Controller and the Supplier is the Processor of the Customer Personal Data processed under the Agreement.

2.2. Annex 1 to this DPA sets out the subject matter, duration, nature, and purpose of the processing, as well as the types of Personal Data and categories of Data Subjects.

2.3. The Supplier shall only process the Customer Personal Data on the documented instructions of the Customer, unless required to do so by applicable law. The Agreement and this DPA represent the Customer's complete and final instructions.

3. Confidentiality

3.1. The Supplier shall ensure that all personnel who have access to and/or process Customer Personal Data are obliged to keep the Personal Data confidential.

4. Security

4.1. The Supplier shall implement and maintain appropriate technical and organisational measures to protect Customer Personal Data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure, or access.

5. Sub-Processing

5.1. The Customer provides general written authorisation for the Supplier to engage third-party sub-processors (such as Google Big Query for database hosting) to assist in providing the Services.

5.2. The Supplier shall ensure that any sub-processor it engages is bound by a written contract imposing data protection obligations that offer an equivalent level of protection as those set out in this DPA.

6. Data Subject Rights

6.1. Taking into account the nature of the processing, the Supplier shall assist the Customer, by appropriate technical and organisational measures, insofar as this is possible, in fulfilling the Customer's obligations to respond to requests from Data Subjects exercising their rights under the Data Protection Legislation.

7. Personal Data Breach

7.1. The Supplier shall notify the Customer without undue delay upon becoming aware of a Personal Data Breach affecting Customer Personal Data. The Supplier shall provide reasonable assistance to the Customer in handling the breach.

8. Deletion or Return of Data

8.1. Upon termination or expiry of the Agreement, the Supplier shall, at the choice of the Customer, securely delete or return all Customer Personal Data to the Customer, and delete existing copies unless applicable law requires the continuous storage of the Personal Data.

9. Audits and Compliance

9.1. The Supplier shall make available to the Customer all information necessary to demonstrate compliance with the obligations set out in this DPA and allow for and contribute to audits, including inspections, conducted by the Customer or another auditor mandated by the Customer.

Annex 1: Details of Processing

Subject Matter: The provision of the RT7 Digital SaaS tools (including without limit reconciliation engine, dashboards, and alerts) as outlined in the Agreement.

Duration of Processing: For the duration of the Agreement, and until the secure deletion of the data in accordance with this DPA.

Nature and Purpose of Processing: The Supplier processes Customer Personal Data exclusively to ingest Amazon account data and remittance notices, calculate financial metrics, and display reconciliation reporting and dashboards to the Customer.

Categories of Data Subjects: The Customer's employees, representatives, contractors, and potentially the Customer's end-consumers (if their details are visible on Amazon remittance notices or order data).

Types of Personal Data: Contact information (names, business email addresses, telephone numbers), account credentials, system usage analytics, and any personal data incidentally contained within the Amazon financial or operational data ingested by the Software.