D & R Associates Ltd - Terms and conditions of use
1 THE END USER AGREEMENT
1.1 This End User Agreement is a legal agreement between you as a registered user ('Registered User' as defined at Clause 2.3) and Paymentchaser.com (the 'Web Site') and D & R Associates Ltd of 10 Avon Road, Kenilworth, Warwickshire CV8 1DH.
1.2 D & R Associates Ltd owns and controls the Web Site which offers for sale a service (the 'Service') to use an online-survey for the Registered User’s customers. The Service allows the Registered User to distribute a web based survey ('Survey'). The Survey is distributed by e-mail from the Web Site. The service also captures the responses of the survey entered by the survey participants, and allows the Registered User to view such responses.
2 SUBSCRIPTION
2.1 D & R Associates Ltd shall have absolute and sole discretion in awarding subscriptions to use the Service. Such subscription shall only be awarded by D & R Associates Ltd upon receipt of:
2.1.1 A valid and complete registration form; and
2.1.2 Acceptance of this End User Agreement, ('Valid Registration').2.2 D & R Associates Ltd shall confirm whether subscription to the Service has been awarded ('Confirmation'), within a reasonable time after Valid Registration, via e-mail to the e-mail address supplied in the registration form.
2.3 Upon Confirmation of subscription to the Service, the Registered User shall be considered a Registered User and be entitled to use the Service in accordance with the terms and conditions of this End User Agreement, and in accordance with any further or explanatory conditions set out in the Confirmation e-mail.
3 THE TERM AND FEE
3.1 Subject to Clause 9, D & R Associates Ltd will provide the Service to the Registered User from the date of Confirmation. D & R Associates Ltd will give 30 day notice to the Registered User if the service is to be discontinued. No notice period will be required if malicious actions are detected that may harm or impair the service.
3.2 The Registered User may cancel the End User Agreement at any time by giving notice in writing to D & R Associates Ltd. Such notice to be deemed to run from the end of the calendar month in which the notice is dated and is described in this agreement as the ‘Grace Period’
3.3 Data captured from the Survey will remain accessible to the Registered User for a period of thirty (30) days after notice of cancellation of the End User Agreement has been given, in accordance with clause 3.2 above (the ‘Grace Period’).
3.4 There is currently one level of the Service: Registered User. Registration for the Service is free of charge for an initial period of ten days.
3.5 Except where otherwise agreed in writing between the Registered User and D & R Associates Limited, the Fee for using the Service is twenty pounds (£20.00) plus Value Added Tax per month payable in advance by the Registered User.
3.6 Subject to Clause 3.7 below, Fees are non-refundable upon cancellation of the Service by the Registered User or D & R Associates.
3.7 Cancellation of the Service may occur within the first thirty (30) days after Confirmation is sent by D & R Associates Ltd to the Registered User (the 'Cooling Off Period').
4 THE SERVICE
4.1 During the Term of this End User Agreement, in consideration of the Fee and in compliance with the terms of this End User Agreement, the Registered User is hereby granted a non-exclusive, non-transferable, royalty-free licence to use the Web Site and the Software to conduct Surveys and accept and analyse questionnaire responses, but for no other reason whatsoever.
4.2 The Service shall include use of the materials on the Web Site (including but not limited to: Software, documentation, text, pictures, sounds, graphics, articles, video or audio clips and advertising material) ('D & R Associates Ltd Material') to conduct one or more Surveys, manage the data captured and obtain help and support information as required.
4.3 The Registered User is entitled to view, copy, print, access, download and transmit (for the purposes expressly permitted in this End User Agreement) and store the D & R Associates Ltd Material, provided that the Registered User does not :
4.3.1 Remove any notices relating to the ownership of copyright or other intellectual property rights in the D & R Associates Ltd Material;
4.3.2 Modify, translate, reverse engineer, reproduce, decompile, disassemble (except as expressly permitted by law) or create derivative works of any of the D & R Associates Ltd Material;
4.3.3 Rent, lease, sub-licence, loan, copy or give or transfer any rights in the D & R Associates Ltd Material in any form, to any person or entity without the prior written consent of D & R Associates Ltd which may be withheld by D & R Associates Ltd in its absolute discretion.4.4 Any product, process or technology referred to in the D & R Associates Ltd Material may be subject to other intellectual property rights of D & R Associates Ltd and are not made available hereunder.
5 OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS
5.1 Notwithstanding the limited rights granted to the Registered User in accordance with Clause 4, D & R Associates Ltd or other third parties which licence such material to D & R Associates, retain their ownership, title and interest in the intellectual property rights contained in the D & R Associates Ltd Material, including but not limited to copyright, database rights, trade marks, patents, service marks, design rights (whether registerable or otherwise) know-how, trade or business names, domain names, goodwill associated with any of the foregoing and other similar rights or obligations, whether registerable or not in any jurisdiction in the world.
5.2 D & R Associates Ltd may have trademarks or service marks in its name. Any other product names and company logos mentioned in the D & R Associates Ltd Material or Third Party Content provided or available on this Web Site may be the trademarks of their respective owners.
5.3 The Registered User shall have all rights over the User Generated Content and data captured via use of the Survey. D & R Associates Ltd will not use such content or the data captured from the Survey unless the Registered User authorises or requests D & R Associates Ltd to do so.
5.4 The Registered User grants to D & R Associates, a non-exclusive, non-transferable, royalty-free licence to use the User Generated Content and the data captured via the Survey in order to provide the Services to the Registered User, but for no other reason whatsoever and only at the Registered User’s request, as set out in Clause 5.3.
5.5 The Registered User warrants that the intellectual property in any survey provided to D & R Associates Ltd for use in accordance with or pursuant to this End User Agreement belongs to the Registered User, or that the Registered User has permission from the owner of the intellectual property rights in a survey, to use the survey with or without modification including, without limitation, to provide it to D & R Associates Ltd in accordance with the End User Agreement and agrees to indemnify D & R Associates Ltd for any claims brought by a third party against D & R Associates Ltd relating to the infringement of intellectual property rights in the survey.
6 OBLIGATIONS OF REGISTERED USER
6.1 The Registered User may use the Web Site and the Services for the purposes and in accordance with the terms and conditions set out in this End User Agreement only.
6.2 The Registered User agrees to be responsible for the security and use of any passwords needed to access or use the Web Site or any Service. The Registered User must take all reasonable steps to ensure that the passwords are kept confidential and secure and must not allow any unauthorised person to access the Web Site or any of the Services using the Registered User’s e-mail address and password.
6.3 The Registered User agrees that D & R Associates Ltd assumes that the Registered User will use the survey to measure the Registered User’s client's satisfaction with his service. The Registered User will therefore assume all responsibility for the use made of it by the participants and the data captured from its use.
6.4 The Registered User agree that the Web Site or any of the Services will not be used for the following:
6.4.1 To send, receive, upload, download, store, use, distribute or publish any material that is offensive, abusive, indecent, defamatory, obscene or in breach of any other person's Intellectual Property Rights, or breaches any obligation of confidentiality by which the Registered User is bound;
6.4.2 To send or distribute multiple unsolicited e-mails or messages ('Spam') or to cause any other person annoyance, inconvenience or worry;
6.4.3 For any purposes connected to any business (except for measuring client satisfaction) including sending any unsolicited advertisements or promotional material.6.5 The Registered User agrees to indemnify D & R Associates Ltd against any claims, costs, expenses or legal proceedings caused as a result of the Registered User’s use of the Web Site or Services in contravention of Clause 6. Further, in these circumstances, D & R Associates Ltd shall be entitled to treat the contravention as a material breach of this End User Agreement and terminate the End User Agreement and any access permission granted to the Registered User by D & R Associates Ltd forthwith, without notice and without a Grace Period.
7 OBLIGATIONS OF D & R ASSOCIATES
7.1 D & R Associates Ltd will provide the Services to the Registered User with reasonable skill and care and the Software shall be of a satisfactory quality and reasonably fit for the purpose.
7.2 D & R Associates Ltd undertakes to use commercially reasonable endeavours to prevent breaches of security of the Web Site and to use reasonable endeavours to ensure that any D & R Associates Ltd affiliates comply with this Clause 7.2.
7.3 D & R Associates Ltd makes no representation or warranty to the Registered User that the Web Site or the Services provided will be accessible, useable or error free.
7.4 D & R Associates Ltd makes no representation or warranty that a Survey designed by the Registered User will meet any of his requirements, nor as to the quality or quantity of the Survey responses or the data captured via the Survey.
7.5 D & R Associates Ltd uses reasonable efforts to include accurate and up-to-date information on the Web Site. The information, documents or other items provided or available on the Web Site could include technical inaccuracies or typographical errors. D & R Associates Ltd makes no warranties or representations as to its accuracy. D & R Associates Ltd assumes no liability or responsibility for any errors or omissions in the content of the Web Site.
7.6 D & R Associates Ltd reserves the right, without notice to the Registered User, to remove any D & R Associates Ltd Material from the Web Site or to suspend or alter the operation of the Web Site or any of the Services, at its sole discretion or for legal or technical reasons. D & R Associates Ltd will give as much notice as possible prior to taking any of the actions addressed in this Clause 7.6, but prior notice may not always be feasible for a variety of reasons. D & R Associates Ltd may make improvements and/or changes to the information or documents provided or available on the Web Site at any time.
7.7 D & R Associates Ltd reserves the right, without notice to the Registered User, to remove, suspend or alter the operation of any of the Surveys, for any reason whatsoever.
8 CONSENT TO USE PERSONAL INFORMATION
8.1 For the purposes of the Data Protection Act 1998, the Registered User acknowledges that in the course of registering and using this Web Site and the Services, certain personal information or data will be captured electronically or otherwise and be transmitted to D & R Associates. By accepting this End User Agreement, the Registered User expressly agrees to transfer such personal information or data to D & R Associates Ltd to use, store and process the personal information in accordance with the provisions set out in the D & R Associates Ltd Privacy Policy.
8.2 In addition, the Registered User expressly consents to the transfer of the Registered User’s personal data to any affiliate of D & R Associates, where such processing is necessary in order to fulfil the Registered User’s request for Service, at the registration stage.
8.3 The Registered User acknowledges that in the course of completing the registration form for services from D & R Associates, certain personal data about the Registered User’s employees, agents or subcontractors may be captured electronically or otherwise by D & R Associates. The Registered User warrants that if this is the case, the Registered User has obtained the express consent of any employees, agents or subcontractors to the transfer of their personal data to D & R Associates Ltd to use, store and process such personal information for the purposes set out in the D & R Associates Ltd Privacy Policy, including where such personal data forms part of the Survey and is posted to the Web Site for access by participants inside and outside of the European Economic Area.
8.4 The Registered User agrees to indemnify D & R Associates Ltd against any claims, costs, expenses or legal proceedings caused as a result of the Registered User’s failure to obtain any such consents necessarily required in order to comply with the Data Protection Act 1998 and as specified in Clause 8.3 above.
9 TERMINATION
9.1 Subject to the Grace Period, this End User Agreement will remain in force until the earlier of the following events:
9.1.1 Not using the site for three months or more of the Term in accordance with Clause 3.2;
9.1.2 Cancellation of the Service by the Registered User, in accordance with Clause 3.2;
9.1.3 Breach of any of the terms of the Licence granted to the Registered User in accordance with Clause 4; or
9.1.4 Termination of this End User Agreement by D & R Associates, with or without notice to the Registered User.9.2 In the event that this End User Agreement is terminated for any of the reasons stated above, the Registered User agree to comply with the following obligations:
9.2.1 The Licence granted to the Registered User in accordance with Clause 4, shall be terminated forthwith and the Registered User shall have no further right to use the D & R Associates Ltd Material;
9.2.2 The Registered User must delete or destroy any of the D & R Associates Ltd Material stored by the Registered User in electronic or hard copy form as soon as reasonably practicable, including any hyperlink references contained on the Registered User's Site or E-mail; and
9.2.3 Upon termination of the Grace Period, the Registered User will have no further rights to access or use the Web Site or the Services; limited rights of access being granted during the Grace Period for the purpose of access to the data captured via the Survey (or Surveys) only.
10 DISCLAIMERS
10.1 The Registered User accepts that it is reasonable that, to the maximum extent permitted by law, all representations, conditions, warranties and other terms whether implied by statute, common law, through a course of dealing or otherwise are excluded.
10.2 Nothing in this End User Agreement limits D & R Associates Ltd liability to the Registered User for death or personal liability caused by D & R Associates Ltd negligence.
10.3 Subject to Clauses 10.2 and 10.4, D & R Associates Ltd will not be liable to the Registered User for any of the following kinds of loss or damage: special, incidental, indirect or consequential loss or damage caused by errors or omissions in the information or other items provided or available herein, whether such errors or omissions result from negligence, accident or any other cause; loss of profits; or loss or damage to data.
10.4 To the extent that D & R Associates Ltd is deemed by a court of competent jurisdiction to have any liability to the Registered User in contract, tort (including negligence) or otherwise in relation to the Web Site or the Service, D & R Associates entire liability shall be limited to any payments made by the Registered User to D & R Associates Ltd during the course of this End User Agreement.
10.5 This Web Site may contain links to third party web sites which are controlled and operated by parties other than D & R Associates. The links will let the Registered User leave the Web Site. D & R Associates Ltd is not responsible for the content of any linked web site or any link contained in a linked web site. D & R Associates Ltd is providing these links only as a convenience. The inclusion of any link on the Web Site does not imply endorsement by D & R Associates Ltd of the linked web site or products or services offered via the linked web site. If the Registered User decides to access linked third party web sites, the Registered User does so entirely at his own risk.
11 NOTICES
11.1 The Registered User may send a legal notice to D & R Associates Ltd, or any questions the Registered User may have concerning the End User Agreement by contacting D & R Associates Ltd at frontdesk@paymentchaser.com. Such notices will be effective within three (3) days of receipt by D & R Associates.
11.2 D & R Associates Ltd may send the Registered User notice by general notice on this Web Site or by e-mail to the Registered User’s e-mail address as entered on the registration form. Such notice will be effective one (1) day from the date it was sent or posted on the Web Site.
12 GENERAL
12.1 D & R Associates Ltd reserves the right to add to or change the terms of this End User Agreement in its sole discretion without prior notice to the Registered User. All changes to the End User Agreement will be effective in accordance with Clause 11. D & R Associates Ltd will provide notice of the changes to the End User Agreement for a reasonable time after posting the amended End User Agreement on the Web Site. The Registered User’s continued use of the Web Site or the Services following D & R Associates Ltd posting of such changes, will be regarded by D & R Associates Ltd as acceptance of the amended End User Agreement during the Term. If the Registered User does not agree to be bound by the amended End User Agreement, the Registered User should send an e-mail to D & R Associates Ltd (at frontdesk@paymentchaser.com) requesting cancellation of the Service
12.2 If any part of this End User Agreement is held by a court of competent jurisdiction to be unenforceable, the validity of the remainder of this End User Agreement will not be affected.
12.3 If D & R Associates Ltd is unable to perform any obligation under this End User Agreement because of a matter beyond its reasonable control (including but not limited to fire, flood, war, explosion, civil disorder, or other disasters or governmental laws or regulations imposed after the fact, or events beyond the reasonable control of D & R Associates Ltd will have no liability for that failure to perform.
12.4 Any person who is not a party to this End User Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this End User Agreement, but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
12.5 This End User Agreement is governed by the laws of England and is subject to the exclusive jurisdiction of the English Courts. The Registered User agrees to waive any argument that the English Courts are not a convenient forum to hear or determine any dispute or other matter arising under or in connection with this End User Agreement.
PAYMENT CHASER PRIVACY POLICY
E-mail addresses collected by D & R Associates Ltd in connection with PaymentChaser.com (a web-site operated by D & R Associates), will not be used in any way other than in the administration of the site. The Registered User’s e-mail address will not be shared or sold to others.