1. THESE TERMS
1.1 These are the terms and conditions on which we supply products to you, whether these are services or digital content.
1.2 Please read these terms carefully before you submit your order to us. These terms tell you who we are, how we will provide products to you, how you and we may change or end the contract, what to do if there is a problem and other important information. You will be bound by these terms and conditions for the duration of your contract with us.
The following definitions and rules of interpretation apply in these conditions.
"Account" " means your account set up with us on our acceptance of your Online Order Form
"Customer" means the person or company who hold the Account with us
"Data Protection Legislation" (i) unless and until the GDPR is no longer directly applicable n teh UK, the GPDR and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to teh GDPR or the Data Protection Act 1998
"GDPR" General Data Protection Regulation ((EU) 2016/679)
"Intellectual Property Rights" means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
"Online Order Form" " means the form that the you will fill in to confirm your payment details and set up your account with us.
"Package" means the option picked by you.
"Payment Date" means the day that your Online Order Form is created and your Account becomes due for payment and thereafter the same or closest date every subsequent calendar month
"Respondent" means any individual or company that completes a Survey at the request of the Customer
"Sensitive Information" means those questions that Customer asks the Respondent which the Customer has elected to conceal in the first instance.
"Software" means Response Suite the software that creates the Survey
"Survey" means the Survey created by you using our System"
"System" means our software that creates a service platform for you to create your Survey."
"Template" means a template of questions supplied to you by our System
"us" means any reference to Tiapos Limited and not any individual director or employee.
"Writing" includes emails. When we use the words "writing" or "written" in these terms, this includes emails.
2.1 We are Tiapos Limited (the Company) a company registered in England and Wales. Our company registration number is 10076100 and our registered office is at Town Hall Chambers, High Street East, Wallsend, England, NE28 7RR.
2.2 You can contact us by telephoning our customer service team at 0207 183 6897 or by""""""""""""""""""" writing to us at email@example.com .
2.3 If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us in your order.
3. OUR OBLIGATIONS
3.1 Provide you with access to the Software.
3.2 Allow you to produce the Survey using our Software.
3.3 Make your Survey available for distribution by either:
3.3.1 creating and supplying to you a link to allow you to place your Survey on your own website in order for Respondents to complete it; or
3.3.2 giving you access to our server [k1] [MB2] for the purposes of the Respondents completing the Survey.
3.4 If so requested, provide further marketing assistance as directed by you in relation to the data provided by the Survey.
4.1 Acceptance of your order will take place when you correctly complete the Online Order Form and access to our website is granted by us to you on approval of your payment information. At this point your account with us will be created and a contract will come into existence between you and us.
4.2 If we are unable to accept your order your Online Order Form will not be accepted by our software.
4.3 Once your Online Order form is accepted. your Account with us will then be created and you will be given access to our System in order to create your Survey
4.4 Your account will be a rolling monthly account, payable in advance, unless you select another option on the Online Order Form.
5.1 You will be given the ability to create your own Survey using our System
5.2 Alternatively, our System will provide you with a Template. You will have the ability to amend the Template or create your own Survey. You will have the ability to amend your Survey within the controls of the Software. Ownership of the Software shall remain with the Company.
6.1 We may change the Software:
(a) to reflect changes in relevant laws and regulatory requirements; and
(b) to implement technical adjustments and improvements at our complete discretion.
6.2 We may update or require you to update digital content contained within your Survey.
7.1 The cost of providing the System to you will be charged at a fixed cost, monthly in advance, as accepted by you on the Online Order Form dependant on the Package selected by you. All costs will be paid by direct debit from the account chosen by you and details will be inserted into the Online Order Form.
7.2 Once you have built your Survey it will become available for completion by your Respondent in accordance with the nature of the service requested.
7.3 We will supply the System, to you until either the Survey is completed or your subscription expires (if applicable) or your subscription is cancelled by either you or us in accordance with these terms and conditions.
7.4 If our supply of the products is delayed by an event outside our control then we will not be liable for delays caused by the event.
7.5 You become responsible for the Survey and all associated content upon our acceptance of your Online Order Form. This clause does not limit our responsibilities concerning compliance with any and all laws in force at this time.
7.6 We need certain information from you so that we can supply the Software to you." If you do not give us this information or if you give us incomplete or incorrect information, we may either end the contract or make an additional charge to compensate us for any extra work that is required as a result. We will not be liable for you not giving us the information we need within a reasonable time of us asking for it.
7.7 We may have to suspend the supply of a product to:
7.7.1 Deal with technical problems or make technical changes;
7.7.2 Update the product to reflect changes in relevant laws and regulatory requirements;
7.7.3 Make changes to the product and/or features as requested by you or notified by us to you.
7.8 We will contact you in advance to tell you we will be suspending supply of the product, unless the problem is urgent or an emergency.
7.9 "At any point that you cancel your Account with us then access will no longer be granted to any Surveys, results or other services provided by us or the Software.
8.1 You have a right to end your Account with us before the start of any new calendar month which can be done by accessing the "Your Account" section of our Software. "
8.2 You have a right to terminate your Account if:
8.2.1 "Your Account is cancelled before the next Payment Date.
8.2.2 On first submitting your Online Order Form and it is accepted by us then you will have 14 days in which to cancel your Account with us and receive a full refund on the condition that you have not created any Surveys.
8.2.3 We have informed you that our Software will be unavailable due to events outside of our control.
8.2.4 We have suspended the supply of the products for technical reasons, or notify you we are going to suspend them for technical reasons, in each case for a period of 3 months.
9.1 We may Terminate your Account at any time if:
9.1.1 you do not make any payment to us when it is due;
9.1.2 you do not, within a reasonable time of us asking for it, provide us with information that is necessary
9.2 If we end the contract in the situations set out in this clause 9 we will refund any money you have paid in advance for Surveys we have not provided but we may, at our absolute discretion, deduct or charge you reasonable compensation for the net costs we will incur as a result of you terminating your account with us.
9.3 We may inform you to let you know that we are going to stop providing the product. We will let you know at least 14 days in advance of our stopping the use of our Software and will refund any sums you have paid in advance for products which will not be provided[k3] .
9.4 We may terminate your Account should we feel that you, or the Respondent, are using the Software, System or Survey for illegal or immoral purposes, in these circumstances, we reserve the right to terminate your Account without notice or reimbursement.
If you have any questions or complaints about the product, please contact us. You can telephone our customer service team at 0207 183 6897 or write to us at firstname.lastname@example.org
11.1 The price of your Package will be indicated on your Online Order Form when you create your Account with us. We use our best efforts to ensure that price of your Package is the price that you are charged. In the event that you are not charged the current amount as per your Account please contact us immediately. We will not be held accountable or be liable where you fail to inform us of any error.
11.2 Payments must be set up as a direct debit in order for your Online Order Form to be accepted.
11.3 Payments will be taken monthly in advance on the Payment Date in order for Account to remain active."
11.4 All payments will be inclusive of VAT.
11.5 An invoice for account will be available for you to view online through your Account.
11.6 If you think an invoice is wrong please contact us promptly to let us know. You will not have to pay any interest until the dispute is resolved. Once the dispute is resolved we will charge you interest on correctly invoiced sums from the original due date.
11.7 If you do not make any payment to us by the due date we may charge interest to you on the overdue amount at the rate of 5% a year above the base lending rate of Bank of England from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.
All Intellectual Property Rights are owned by us."
13.1 Our liability is limited to enabling you to use our Software only, which includes you having access to your Account. We will not be liable for any commercial or personal decisions or circumstances that you make or find yourself in, as a result of the information provided by the Survey.
13.2 We will not accept any liability for any breach of any Data Protection Legislation, unless we ourselves or not compliant, where you have failed to acquire the necessary consent as defined under clause 15.
13.3 We will not be liable for any wrongdoing, errors or failures of this agreement (whether lawful or in breach of this agreement) where a third party is responsible.
13.4 Any liability is limited to the contract price.
13.5 Nothing in these terms and conditions shall limit or remove our liability as required by the Governing Law and Jurisdiction of England and Wales
14. HOW WE MAY USE YOUR PERSONAL INFORMATION
We will use the personal information you provide to us:
(a) to supply the products to you;
(b) to process your payment for the products
15. DATA PROTECTION AND DATA PROCESSING
15.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause is in addition to and does not remove, replace or relieve either party's obligations under the Data Protection Legislation.
15.2 For the purposes of Data Protection Legislation, you are the Data Controller and we the Data Processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation). Our System will hold and store information.
15.3 Without prejudice to the generality of this clause, you must ensure that before any Respondents complete a Survey, you ensure that all appropriate consents and notices are in place to enable the lawful transfer of the Personal Data (as defined in the Data Protection Legislation) to our Software for the duration of your Account with us.
15.4 We, without prejudice to this clause, shall, in relation to any Personal Data processed in the performance of this agreement
15.4.1 Process that Personal Data only once consent has been received by you from the Respondent and received by you unless we are required by law to process that Personal Data.
15.4.2 Ensure that we have in place the appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to thr harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the date to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
15.4.3 Ensure that all of our personnel who have access to and or process/control Personal Data keep it confidential; and
15.4.4 We will not transfer any Personal Data outside of the European Economic Area unless your prior consent or the consent of the Respondent, to be received and sought as applicable, is given.
15.5 So long as your consent under the Data Protection Legislation is received by us from you then you consent to us appointing a third-party processor of any Personal Data under this agreement.
15.6 Either party may, at any time on not less than 30 days notice, revise this clause by replacing it with any applicable controller to processor standard clauses or similar terms forming party of an applicable certification scheme.
16.1 Under no circumstances are you to disclose to any person, company, entity, partnership or any such body (unless required to do so by law) any information about the Response Suite Software or System as owned by us.
16.1.1 This clause does not apply to its employees, officers, representatives, subcontractors or advisors who need to know such information for the purposes of carrying out the party's obligations under this contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisors to whom it discloses the other party"s confidential information comply with this clause or if disclosure is required by law, a court of a competent jurisdiction or any governmental or regulatory authority.
16.2 We are able to disclose any and all information that is not considered Sensitive Information for the purposes of marketing.
16.3 Neither you or we shall use any Sensitive information for other than the creation of the Survey, unless otherwise agreed to.
17. OTHER IMPORTANT TERMS
17.1 We may transfer our rights and obligations under these terms to another organisation.
17.2 You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.
17.3 This contract is between you and us. No other person shall any rights to enforce any its terms.
17.4 Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
17.5 If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaching this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the products, we can still require you to make the payment at a later date.
17.6 The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
17.7 If any dispute arises in connection with the Services, Software, System or your Account then where matters are not settled between us it is agreed that a form of Alternative Dispute Resolution will be entered into before any proceedings can be started.
17.8 All views, opinions, statement, content, questions, etc, contained within any Surveys do not reflect any views, beliefs, practices in any way of the Company and we shall not be liable in any way for their content.
17.9 We shall not be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
17.10 You will ensure that you are compliant with all applicable laws, statues, regulations and codes from time to time in force and shall at our request provide the mandatory policies being, but not limited to:
17.11.1 Anti-Slavery and Human Trafficking Policy;
17.11.2 Corporate and Social Responsibility Policy;
17.11.3 Anti-bribery and Anti-Corruption Policy;
17.11.4 Anti-money Laundering Policy;
17.11.5 Ethics Policy
17.11 Nothing in these terms or under your Account with us shall constitute as any party being an agent of any other.