Copyright © 2019 Riliance Software Limited | Registered Address: Unit 2, Portal Business Park, Tarporley, Cheshire, CW6 9DL | Registered in England and Wales 06777866
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THESE SPECIFIC CONDITIONS SHALL APPLY IN ADDITION TO THE GENERAL CONDITIONS FOR SERVICES TO THE EXTENT THAT RILIANCE SUPPLY THE CUSTOMER WITH A SURVEY SYSEM AND THE LATEST VERSION OF THE GENERAL CONDITIONS FOR SERVICES (ACCESSIBLE AT https://riliance.co.uk/general-conditions-services) ARE HEREBY INCORPORATED BY REFERENCE. CAPITALISED TERMS THAT ARE UNDEFINED IN THESE CONDITIONS ARE DEFINED IN THE LATEST VERSION OF THE GENERAL CONDITIONS FOR SERVICES. IN THE EVENT OF ANY CONFLICT BETWEEN THE GENERAL CONDITIONS AND THESE SPECIFIC CONDITIONS, THE SPECIFIC CONDITIONS SHALL TAKE PRECEDENCE ONLY TO THE EXTENT THAT THEY RELATE TO THE SERVICES BEING PROVIDED UNDER THE SPECIFIC CONDITIONS.
These General Conditions and these specific terms and conditions of business (“Terms”) form the agreement (“the Agreement”) and shall apply to all subscribers to the Riliance diversity survey system (“the Services”), provided by Riliance Software Limited (registered number 06777866) whose registered office is at 2 Portal Business Park, Eaton Lane, Tarporley, Cheshire CW6 9DL ("Riliance”). The terms the "Customer" relates to subscribers to the Riliance diversity survey system and “Users” shall mean any person nominated by the Customer as an administrator of the Services or those persons having access to any link provided by the Customer or on its behalf for the completion of the Riliance diversity survey.
These Terms state the basis on which the Customer can use the Services and the legal relationship between Riliance and the Customer.
The Customer should read all of these Terms before subscribing to the Services, as by doing so the Customer indicates its acceptance of these Terms.
The entering into of these Terms shall not, unless expressly agreed, affect any other agreement entered into between Riliance and the Customer for other Riliance products or services.
Riliance is ISO 27001 accredited and complies with the internationally recognised best practice framework for information security management systems.
Administrator: any person nominated by the Customer as an administrator of the Services.
Administration Site: the web site from which the Customer can access free of charge, manage and administer any Survey.
Charges: the fees payable by the Customer to Riliance for the Services pursuant to clause 4 of these Terms.
Commencement Date: the date on which the Customer:
(i) completes the order form on the Administration Site; and
(ii) confirms its acceptance to these Terms.
Customer Content: all text, information, data, images, audio or visual material in whatever medium or form inputted or uploaded to the Administration Site by the Customer, Users or Riliance (on the Customer’s behalf), for the purpose of using any Services or facilitating the Customer’s use of the Services.
Monthly Subscription Fee: has the meaning given in clause 4.2(iii).
Services: the provision of Surveys for which the Customer has paid or subscribed together with the use of the Administration Site.
Submission Cost: has the meaning given in clause 4.2(ii).
Surveys: the online diversity surveys or any other surveys developed and provided by Riliance as part of the Services (including any surveys developed and provided at the request of the Customer) and each shall be a Survey.
Survey Cost: has the meaning given in clause 4.2(i).
Survey Data: the data obtained from the completion of a Survey and made available through the Administration Site.
User Limit: the maximum number of User licences purchased by the Customer as set out in the Agreement or as may be agreed from time to time in writing after the date of the Agreement.
2. Commencement and Duration
2.1 Riliance shall provide the Services to the Customer on the terms and conditions of this Agreement from the Commencement Date.
2.2 Subject to clause 2.3, the Services shall be provided to the Customer from the Commencement Date until terminated in accordance with clause 5.1.
2.3 Notwithstanding clause 2.2 and unless otherwise agreed in writing between the Customer and Riliance, access to the Survey Data will be available to the Customer for a period of 12 months following the closure of the relevant Survey for which the Customer has paid or subscribed for in accordance with the terms of this Agreement.
On the Commencement Date, the Customer will be granted a personal, non-exclusive, non-transferable right to use the Services for which it has paid or subscribed for the term as stated on the Administration Site.
4.1 In consideration of Riliance providing the Services to the Customer, the Charges shall be calculated by reference to the type of Survey and the User Limit as requested on the order form on the Administration Site by the Customer.
4.2 The Charges may consist of
(i) Survey Cost – the fixed fee to set up the applicable Survey;
(ii) Submission Cost – the cost for the maximum number of submissions ordered by the Customer for all Users of a particular Survey (notwithstanding whether the Survey is completed or not by the Users); and/or
(iii) Monthly Subscription Fee – a subscription amount payable per month to have access to the Services.
4.3 The Charges shall be the price as set out on Administration Site and accepted by the Customer at the time of ordering any new Survey, renewal or amendment to such Survey.
4.4 A Survey can be completed by any User that receives the survey link either from Riliance or the Customer and the Charges shall not be determined by whether a survey is completed by a User or not.
4.5 The Customer shall pay for the Services either:
(i) in advance in respect of the Survey Cost or Submission Cost; or
(ii) within 14 days of the date of Riliance's invoice in full and in cleared funds to a bank account nominated in writing by us; or
(iii) if the price for the Services consists of a Monthly Subscription Fee, the Customer shall commence payment on the Commencement Date and thereafter by monthly direct debit (or such other method of payment as may be agreed in writing between Riliance and the Customer) on the same date each month (or no later than the next Business Day thereafter if such date falls on a non-Business Day)
4.6 If Riliance has not received payment within 20 days after any due date, and without prejudice to any other rights and remedies of Riliance, Riliance may, without liability to the Customer, disable the passwords of any administrator and account and access to all or part of the Services and Riliance shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid.
4.7 Riliance reserves the right to review and change the Charges from time to time upon 60 days' notice in writing to the Customer.
5.1 Either party may terminate this Agreement (i) by giving one months’ written notice to the other party or (ii) immediately on the occurrence of any of the events in clause 10.3 of the General Conditions.
5.2 Riliance may limit or suspend the Services to the Customer if the Customer fails to comply with these Terms. If Riliance limits, suspends, or terminates the Services the Customer receives, Riliance will endeavour to give the Customer advance notice and an opportunity to export a copy of the Customer Content from those Services. Riliance will use commercially reasonable endeavours to narrow the scope and duration of any limitation or suspension under this clause as is necessary to resolve the issue that prompted such action.
5.3 On termination of this Agreement each party will return to the other party on demand, any documentation or other materials owned by that party and held by the other and to delete all Confidential Information stored in computer readable form so far as reasonably practicable, and each party will be responsible for the fulfilment of the above obligations on the part of its employees, consultants and agents.
5.5 Riliance will have no obligation to retain the Customer Content upon termination of the applicable Services.
5.6 The termination of this Agreement shall not, unless expressly stated to do so, terminate any other agreement relating to other Riliance services or products, and shall not operate to affect any provisions that either expressly or by implication survive such termination.
6.1 The Customer acknowledge and agree that any Survey results and findings arising as a result of such Survey are based upon information the Customer and its Users have provided to Riliance in preparation and creation of any Survey, and is therefore only as accurate as the information the Customer and Users have provided to Riliance. The Customer acknowledges and accepts that any information contained in reports provided by Riliance shall not form the sole basis for any decision, action or inaction by the Customer and Riliance accept no responsibility whatsoever for any consequences arising from reliance on or the Customer’s interpretation of any such reports or other information provided by Riliance. Riliance accept no liability for any subsequent use of Survey Data presented in any report or consequences occurring from the use of that information.
6.2 The Customer accept that any Survey link provided as part of the Services to any User is not protected or authenticated and Riliance shall have no liability in the event a third party unintentionally receives or guesses the survey link and completes a survey.