Terms of Service


In this document the following words shall have the following meanings:

1.1 “Agreement” means any contract between the Supplier and the Customer for the supply of Services, incorporating these terms and conditions;

1.2 “Customer” means the organisation or person who purchases the Services from the Supplier;

1.3 “Equipment” means any equipment provided to the Customer by the Supplier as more particularly detailed in the separate rental or purchase agreement entered into by the parties;

1.4 “Initial Term” means 12 months from the date of completion of this Agreement;

1.5 “Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trademarks, know-how and all other forms of intellectual property wherever in the world enforceable;

1.6 “Service” means the R-DNA software service which is a web-based toolkit that collates and interprets data from telemetry applications. The data is then formatted into a database and displayed in user defined tables or in a graphical report that can be accessed over the internet by the Customer;

1.7 “Web Sites” means mandar.co.uk, mandar.io, r-dna.co.uk, r-dna.com and r-dna.net or subdomains of those top level domains

1.8 “Supplier” means Mandar Solutions Limited (CRN 09544996) of Office 2, Eastlands Court, Wade Road, Basingstoke, RG24 8FA



2.1 These terms and conditions shall apply to the Agreement to the exclusion of all other terms and conditions.

2.2 All orders placed by customers are placed against the clear specification of the Services detailed on the Web Sites. No order placed by the Customer shall be deemed to be accepted until the Supplier has submitted to the Customer an email confirming acceptance of the order which shall specify the Services to be supplied and the price payable. The Customer shall notify the Supplier immediately if the Customer does not agree with the contents of the confirmation email.

2.3 No variation in these terms and conditions shall be accepted by the Supplier unless submitted by the Customer and agreed in writing by the Supplier.

2.4 The terms and conditions in this document shall take precedence over any other terms and conditions submitted by the Customer regardless of circumstances or conflict. The placing of an order shall be deemed as unequivocal acceptance of these terms and conditions.



3.1 The Supplier shall supply the Services to the Customer in accordance with these terms and the Web Sites in all material respects.

3.2 The Supplier shall use all reasonable endeavours to meet any performance dates agreed between the parties and will endeavour to start the services within 30 days of the conclusion of this Agreement, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services. The Supplier shall not be liable for any loss, costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Services. For the avoidance of doubt the Equipment must be installed and working in order for the Services to be delivered.

3.3 The Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.



The Equipment needed by the Customer in order for the Supplier to provide the Services can be purchased or rented by the Customer from the Supplier. The Customer and Supplier must enter into a separate agreement detailing the terms upon which the Equipment is to be purchased or rented.



5.1 The price for the supply of the Service will be calculated using the following formula:
(([Number of Inputs] * [Number of Collections]) * £0.000175) + ([Number of Devices] * £0.10) + (£0.75) per day,
for the Initial Term although the Supplier reserves the right, by giving notice to the Customer at any time before delivery or during the term of this Agreement, to increase the price of the Services to reflect any increase in the cost to the Supplier which is due to any factor beyond the control of the Supplier. The price of the Service will be reviewed upon the renewal of this Agreement following the Initial Term.

5.2 Prices are in Pounds Sterling (GBP) and are payable in monthly instalments or other agreed payment schedule as agreed between the Supplier and the Customer by electronic bank transfer to the bank account nominated by the Company from time to time. Subject to clause 5.4 below, the initial payment for the Services is due immediately upon the services commencing and subsequent payments will be payable on the same date each calendar month for the next 12 months or until expiry of this Agreement.

5.3 Prices for overuse of agreed threshold amounts are calculated at the standard rate detailed in 5.1. Charges are payable in monthly instalments or other agreed payment schedule as agreed between the Supplier and the Customer.

5.3 The price set out above shall exclude value added tax, and all costs or charges in relation to packaging, loading, unloading, carriage and insurance all of which amounts the Customer shall pay in addition when it is due to pay for the Service unless agreed otherwise between the Supplier and the Customer.

5.4 When a third party credit rating of the Customer is unacceptable to the Supplier the Supplier shall have the right to request payment in full prior to the provision of Services or at any other time as notified to the Customer in writing.

5.5 Third party credit reviews of all Customers takes place on a regular basis. Credit facilities offered to Customers are therefore subject to a pro-rata review process. Credit facilities shall consequentially increase or decrease without notice and credit facilities can also be withdrawn at any time. Prior history of the Customer having a credit facility with the Supplier does not imply an ongoing facility.

5.6 If the Customer is in default of the credit period as specified in 5.4 or as varied in writing between the Customer and Supplier, the Supplier shall be entitled to charge interest on overdue payments from the date when payment becomes due from day to day until the date of payment at a rate of 2% per annum above the base rate of the Bank of England.

5.7 If the Customer is in default of the credit period as specified in 5.4 or as varied in writing between the Customer and Supplier, the Supplier shall have the right to suspend all further delivery of Services until payment of all outstanding amounts has taken place. This shall not affect the Supplier’s rights or imply repudiation of the Customer order for the Service.

5.8 The Supplier shall have the right to invoice the Customer for its reasonable out-of-pocket expenses incurred as a result of the Customer’s default of the payment terms specified in 5.4 or as varied on the Web Sites or as otherwise agreed between the Supplier and Customer in writing.

5.9 For the avoidance of doubt time for payment shall be of the essence of the contract.



6.1 To enable the Supplier to perform its obligations under this Agreement the Customer shall:

6.1.1 Co-operate with the Supplier in all matters relating to the Services.

6.1.2 Provide the Supplier with any information reasonably required by the Supplier in order to provide the Services and ensure that all information is accurate in all respects;

6.1.3 Obtain all necessary permissions and consents which may be required before the commencement of provision of the Goods and/or Services by the Supplier; and

6.1.4 Comply with such other requirements as may be set out on the Web Site or otherwise agreed between the parties.

6.1.5 Ensure that it has access to a working internet connection throughout the term of this Agreement.

6.2 The Customer shall be liable to compensate the Supplier for any costs or expenses incurred by the Supplier as a result of the Customer’s failure to comply with any of the Customers obligations contained in this Agreement.

6.3 The Customer shall be liable for charges incurred due to overuse of agreed threshold amounts. It is the Customers responsibility to ensure that data is set to be send at the agreed threshold amount.

6.4 Without prejudice to any other rights to which the Supplier may be entitled, in the event that the Customer unlawfully terminates or rejects Service then the Customer shall be required to pay to the Supplier as agreed damages and not as a penalty the full amount of any third party costs to which the Supplier has committed (including, without limitation, storage and insurance) and in respect of cancellations on less than five working days’ written notice the full amount of the price for the entire term of the Service and the Customer agrees this is a genuine pre-estimate of the Supplier’s losses in such a case.

For the avoidance of doubt, the Customer’s failure to comply with any obligations under Clause 6.1 shall be deemed to be a cancellation of the Service and subject to the payment of the damages set out in this Clause 6.3.

6.5 In the event that the Customer or any third party, not being a sub-contractor of the Supplier, shall omit or commit anything which prevents or delays the Supplier from undertaking or complying with any of its obligations under this Agreement, then the Supplier shall notify the Customer as soon as possible and:

6.5.1 The Supplier shall have no liability in respect of any delay to the completion of the Agreement or provision of the Service;

6.5.2 If applicable, the timetable for completion of the Agreement will be modified accordingly;

6.5.3 The Supplier shall notify the Customer at the same time if it intends to make any claim for additional costs.



7.1 The parties may at any time mutually agree upon and execute new terms. Any alterations in the scope of the Service to be provided under this Agreement shall be set out in writing, which shall reflect the changed Service, price and any other terms agreed between the parties.

7.2 Where the Supplier gives written notice to the Customer agreeing to perform the Service on terms different to those already agreed between the parties, and the Customer confirms in writing that it wishes the alterations to proceed on those terms, this shall be recorded in writing and thereafter the Supplier shall perform this Agreement upon the basis of such amended terms.



8.1 The Customer shall indemnify the Supplier against the consequences of all claims made against the Supplier by any third party in respect the Services supplied by the Supplier to the Customer insofar as any such claim exceeds that which the Customer could have successfully claimed against the Supplier.

8.2 The Customer shall further indemnify the Supplier against all claims, costs and expenses which the Supplier may incur and which arise, directly or indirectly, from the Customer’s breach of any of its obligations under this Agreement.



9.1 Except in respect of death or personal injury due to negligence for which no limit applies, the entire liability of the Supplier to the Customer in respect of any claim whatsoever for breach of this Agreement, whether or not arising out of negligence, shall be limited to the price paid by the Customer for the Agreement to which the claim relates.

9.2 The Supplier may use third party services in order to provide the Services to the Customer. The Supplier accepts no liability whatsoever for any claim whatsoever for breach this Agreement, any loss of business, loss of opportunity or loss of profits, or for any other indirect or consequential loss or damage whatsoever arising from the Supplier’s use of a third party provider in the provision of the Service.

9.3 In no event shall the Supplier be liable to the Customer for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever. This shall apply even where such a loss was reasonably foreseeable or the Supplier had been made aware of the possibility of the Customer incurring such a loss.

9.4 Nothing in these terms and conditions shall exclude or limit the Supplier’s liability:-

9.4.1 For death or personal injury resulting from the Supplier’s negligence or that of its employees, agents or sub-contractors; or

9.4.2 Under the conditions implied by section 12 of the Sale of Goods Act 1979; or

9.4.3 Under section 2(3) Consumer Protection Act 1987; or

9.4.4 For any matter for which it would be illegal for the Supplier to exclude or attempt to exclude its liability; or

9.4.5 For fraud or fraudulent misrepresentation.



10.1 The Supplier warrants to the Customer that the Service will be provided using reasonable care and skill.

10.2 The Supplier provides no warranty that the Service will operate uninterrupted or that they will be error-free. Since the Service has not been developed to meet the Customer’s individual requirements, the Supplier also does not warrant that it is fit for the Customers particular purposes.

10.3 If the Customer wants to make a warranty claim, the Customer must notify the Supplier of that fact within the 30-day period. In the first instance, the Supplier’s sole obligation shall be to remedy the defect. The remedy will take the form of eliminating the defect, providing a new release or demonstrating how to avoid the effects of the defect in a reasonable manner. The Customer must support the Supplier in locating any defect and its cause by: ensuring the cooperation of the customer’s staff; providing remote access to the software and the platform on which it functions; and, providing as detailed a description of the defect as possible. If the Supplier should fail to remedy a defect within a reasonable period of time, the Supplier shall agree with the Customer in writing a reasonable course of action, including a date by which the defect should be remedied.

10.4 Where the Supplier have carried out work in response to a warranty claim but, upon investigation, it turns out that the subject matter of the claim was neither a breach of warranty nor covered by the Customer’s customer services entitlement, the Customer will have to pay the Supplier at Suppliers then standard professional services rates for that work and reimburse at cost any travel and subsistence expenses the Supplier have incurred.



A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party’s business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party’s obligations under the Agreement, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause 11 shall survive termination of the Agreement.



12.1 This agreement is for an initial term of 12 months. The provision of the Services under this Agreement will automatically renew on the expiry of the initial term unless otherwise agreed in writing between the parties.

12.2 Either party may terminate this Agreement forthwith by notice in writing to the other if:

12.2.1 The other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within 30 calendar days of being given written notice from the other party to do so;

12.2.2 The other party commits a material breach of this Agreement which cannot be remedied under any circumstances;

12.2.3 The other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect;

12.2.4 The other party ceases to carry on its business or substantially the whole of its business; or

12.2.5 The other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.

12.3On termination of the Agreement for any reason:

12.3.1 The Customer shall immediately pay to the Supplier all of the sums due to the Supplier under this Agreement;

12.3.2 Unless otherwise agreed between the company and Customer in writing, the Customer shall return all of the Equipment that it has rented from the Supplier and any Equipment which has not been fully paid for under any purchase agreement. If the Customer fails to do so, then the Supplier may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Agreement;

12.3.3 The accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry; and

12.3.4 Clauses which expressly or by implication have effect after termination shall continue in full force and effect.



All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of the Supplier (or its licensors), and the Customer shall do all that is reasonably necessary to ensure that such rights vest in the Supplier (or its licensors) by the execution of appropriate instruments or the making of agreements with third parties.



14.1 For the avoidance of doubt, the software used by the Supplier in the provision of the Service and any Intellectual Property Rights associated with the software or remains the sole property of the Supplier at all times during and after termination of this Agreement.

14.2 All data provided by the Customer to the Supplier in relation to the provision of the Services shall remain the property of the Customer.



15.1 The Supplier hereby authorises the Customer to use these terms in the onward sale of the Service.

15.2 In the event that the Customer chooses to use these terms in the onward sale of the Service the Supplier accepts no liability in respect of any claims arising as a result of the use of these Terms and Conditions.

15.3 If the Customer elects not to use its own Terms and Conditions in relation to the onward sale of the Service then the Customer must include a provision within the terms used confirming that the Supplier is in no way liable in respect of any claim whatsoever for breach of that agreement whether of not arising out of negligence and shall not be liable for any loss of business, loss of opportunity, loss of profits or for any other indirect, or consequential loss or damage whatsoever and the Customer shall provide an indemnity to the Supplier in this regard.



Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.



The Supplier and the Customer are contractors independent of each other, and neither has the authority to bind the other to any third party or act in any way as the representative of the other, unless otherwise expressly agreed to in writing by both parties. The Supplier may, in addition to its own employees, engage sub-contractors to provide all or part of the Services being provided to the Customer and such engagement shall not relieve the Supplier of its obligations under this Agreement.



18.1 The Customer shall not be entitled to assign its rights or obligations or delegate its duties under this Agreement without the prior written consent of the Supplier.

18.2 The Supplier may assign the benefit of the Agreement or any part of it to any person, firm or company.



If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions herein shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision deemed severable and the remaining provisions of the Agreement and the remainder of such provision shall continue in full force and effect.



The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.



Any notice to be given by either party to the other may be served by email, fax, personal service or by post to the address of the other party given in this Agreement or such other address as either party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent, if sent by fax shall be deemed to be served on receipt of an error free transmission report, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered 48 hours from the date of posting.



This Agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. Unless expressly provided elsewhere in this Agreement, this Agreement may be varied only by a document signed by both parties.



Nothing in this Agreement is intended to, nor shall it confer any rights on a third party by virtue of the Contracts (Rights of Third Parties) Act 1999.



This Agreement shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts.