These are the terms and conditions on which we supply products to
you, whether these are services or digital content.
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
"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
"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" 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
"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.
ABOUT US AND HOW TO CONTACT US
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.
Provide you with access to the Software.
Allow you to produce the Survey using our Software.
Make your Survey available for distribution by either:
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
giving you access to our server for the purposes of the
Respondents completing the Survey.
If so requested, provide further marketing assistance as directed
by you in relation to the data provided by the Survey.
- OUR CONTRACT
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.
If we are unable to accept your order your Online Order Form will not
be accepted by our software.
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 account will be a rolling monthly account, payable in
advance, unless you select another option on the Online Order Form.
- YOUR RIGHTS
TO MAKE CHANGES
TO YOUR SURVEY
You will be given the ability to create your own Survey using our
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.
- OUR RIGHTS TO
We may change the Software:
to reflect changes in relevant laws and regulatory requirements;
to implement technical adjustments and improvements at our
We may update or require you to update digital content
contained within your Survey.
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.
Once you have built your Survey it will become available for
completion by your Respondent in accordance with the nature of the service
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.
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.
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
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.
We may have to suspend the supply of a product to:
Deal with technical problems or make technical changes;
Update the product to reflect changes in relevant laws and
Make changes to the product and/or features as requested by you or
notified by us to you.
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.
"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.
- YOUR RIGHTS
TO TERMINATE YOUR ACCOUNT
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. "
You have a right to terminate your Account if:
"Your Account is cancelled before the next Payment Date.
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.
We have informed you that our Software will be unavailable due to
events outside of our control.
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.
- OUR RIGHTS TO
END THE CONTRACT
We may Terminate your Account at any time if:
you do not make any payment to us when it is due;
you do not, within a reasonable time of us asking for it, provide
us with information that is necessary
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.
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.
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 THERE IS A
PROBLEM WITH THE PRODUCT
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
- PRICE AND
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.
Payments must be set up as a direct debit in order for your
Online Order Form to be accepted.
Payments will be taken monthly in advance on the Payment Date in
order for Account to remain active."
All payments will be inclusive of VAT.
An invoice for account will be available for you to view online
through your Account.
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.
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."
- OUR LIABILITY
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.
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.
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.
Any liability is limited to the contract price.
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
will use the personal information you provide to us:
to supply the products to you;
to process your payment for the products
PROTECTION AND DATA PROCESSING
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
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.
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.
We, without prejudice to this clause, shall, in relation to any
Personal Data processed in the performance of this agreement
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.
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);
Ensure that all of our personnel who have access to and or
process/control Personal Data keep it confidential; and
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.
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.
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
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.
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.
We are able to disclose any and all information that is not
considered Sensitive Information for the purposes of marketing.
Neither you or we shall use any Sensitive information for other
than the creation of the Survey, unless otherwise agreed to.
We may transfer our rights and obligations under these terms to
You may only transfer your rights or your obligations under these
terms to another person if we agree to this in writing.
This contract is between you and us. No other person shall any
rights to enforce any its terms.
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.
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.
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.
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.
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.
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
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 Nothing in these terms or under your Account with us shall
constitute as any party being an agent of any other.