Copyright © 2018 Riliance Software Limited | Registered Address: Unit 6, Portal Business Park, Tarporley, Cheshire, CW6 9DL | Registered in England and Wales 06777866
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These 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 6 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 Customer is also referred to the Riliance Privacy-policy which shall apply to the use of the Services.
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.
Business Day: any day which is not a Saturday, Sunday or public holiday in the UK.
Charges: the fees payable by the Customer to Riliance for the Services pursuant to clause 6 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.
Confidential Information: shall have such meaning as set out in clause 12 of 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.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, Confidential Information (including know-how), 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.
Services: the provision of Surveys for which the Customer has paid or subscribed together with the use of the Administration.
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 Data: the data obtained from the completion of a Survey and made available through the Administrator 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 9.
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.
The Customer undertakes that:
(i) the maximum number of Users for any particular Survey shall be as stated on the order form on the Administration Site;
(ii) it will use all reasonable endeavours to procure that any Administrator shall keep a secure password for his use of the Administration Site;
(iii) it will use all reasonable endeavours to prevent any unauthorised access to, or use of, the Administration Site and any Survey for which the Customer has paid or subscribed.
5. INCREASE IN USER LIMIT OR NUMBER OF SURVEYS
5.1 Whilst the Agreement remains in force, the Customer may request Riliance to increase the User Limit and/or the number of Surveys for which the Customer has paid or subscribed.
5.2 On receipt of such request Riliance will provide the Customer with an order form or require the Customer to complete a form on the Administration Site setting out the amended Charges payable following the increase in the User Limit and/or provision for additional Surveys.
5.3 On receipt of the completed order form referred to in clause 5.2 (“Completed Order Form”) Riliance will as soon as reasonably practicable increase the User Limit and (as the case may be) make available the additional Surveys.
5.4 The amended Charges will become payable with effect from the date specified in the Completed Order Form or on the Administration Site.
6.1 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.
6.2 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.
6.3 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.
6.4 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.
6.5 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)
6.6 Time for payment shall be of the essence.
6.7 All amounts payable by the Customer are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made, the Customer shall, on receipt of a valid VAT invoice from Riliance, pay such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
6.8 If Riliance has not received payment within 20 days after any due date, and without prejudice to any other rights and remedies of Riliance:
(i) 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; and
(ii) interest shall accrue on such due amounts at an annual rate equal to 4% over the then current base lending rate of Riliance's bankers in the UK at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment.
6.9 Riliance reserves the right to review and change the Charges from time to time upon 60 days' notice in writing to the Customer.
7. RILANCE'S OBLIGATIONS
7.1 On registering for the Services and accepting these Terms Riliance shall:
(i) provide the Services to the Customer with a level of care, skill and diligence in accordance with common practice in the relevant industry, profession or trade;.
(ii) provide, or procure the provision of, the Services to the Customer on the terms of the Agreement in all material respects and in a timely manner;
(iii) provide, or procure the provision of, such support to the Customer as is reasonably necessary to allow the Customer and the Users to use the Services;
(iv) comply with all applicable laws and regulations, including those relating to anti-bribery, anti-corruption and data protection.
7.2 Subject to clause 13, Riliance shall not be responsible for any failure, delay or inaccuracy in the performance of the Services, where such failure, delay or inaccuracy is caused by matters beyond Riliance's reasonable control (including but not limited to the Customer's failure to comply with the obligations set out in clause 6).
7.3 Riliance may have to suspend the Services to deal with any technical problems. Riliance will contact the Customer in advance to let the Customer know where this occurs, unless the problem is urgent or an emergency.
7.4 Riliance do not warrant that the use of the Services will be uninterrupted or error-free and shall not be responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities that are outside of its control, including the internet and the Customer acknowledge that the Services may be subject to limitations, delays or other problems inherent in the use of such communications facilities.
8. THE CUSTOMER'S OBLIGATIONS
8.1 The Customer will perform its obligations set out in these Terms with reasonable skill and care.
8.2 The Customer will co-operate with Riliance in all matters relating to the Services.
8.3 The Customer will provide Riliance with all necessary information required in order to enable it to provide the Services and Riliance will not be liable for any delay or non-performance where the Customer have not provided this information to Riliance.
8.4 The Customer confirms that the information provided to Riliance will be accurate and complete and that unless otherwise agreed in writing Riliance may rely upon it without seeking to verify or check it in any way.
8.5 The Customer shall nominate an Administrator within its organisation who shall have access to the Administration Site from which the Administrator can access, manage and administer the Services and the Administrator shall be responsible setting up each User with access to any Survey.
8.6 The Customer shall not:
(i) use any information provided by Riliance or obtained by the Customer and any User through using the Services to create any software or product where the use is substantially similar to that used as part of the Services
(ii) use any information relating to the Services in any manner which would be restricted by any copyright subsisting in it;
(iii) use the Services to provide any similar or other Services to third parties;
(iv) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party unless authorised in writing to do so by Riliance;
(v) attempt to reverse, de-compile, disassemble, reverse engineer or otherwise endeavour to reduce to human-perceivable form any software used as part of the Services (including any of the software (in or accessible through it) or to discover or disclose the source code, methods and concepts embodied in the Services (including any of the software in or accessible through it) except as may be allowed by any applicable law which is incapable of exclusion by these terms and conditions.
9.1 Either party may terminate this Agreement on by giving one months’ written notice to the other party.
9.2 Riliance may terminate the Agreement in the event that:
(i) the Customer fails to pay any amount due under the Agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;
(ii) the Customer is in material breach of its obligations under this Agreement and has failed to remedy such breach within 30 days of receipt of written notice to do so from Riliance; or
(iii) the Customer repeatedly breaches any of the terms of the Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Agreement; or
(iv) the Customer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts; or goes into administration or liquidation either compulsorily or voluntarily (save for the purposes of solvent reconstruction or amalgamation); or the other party (being an individual) is the subject of a bankruptcy petition or order; of if a receiver or administrative receiver is appointed in respect of the whole or any part of its assets; or if the other party makes an assignment for the benefit of or composition with its creditors generally; or if its ceases to trade; or threatens to do any of the aforementioned things; or if any analogous events occur with respect to the other party in any jurisdiction to which it is subject.
9.3 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.
9.4 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.
9.5 Riliance will have no obligation to retain the Customer Content upon termination of the applicable Services.
9.6 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.
9.7 The provisions of this Agreement which are expressed to survive, together with those which are intended to survive termination of this Agreement shall survive the termination of this Agreement.
10. LIMITATION OF LIABILITY
10.1 This clause sets out Riliance's entire financial liability (including any liability for the acts or omissions of its employees, agents and subcontractors) to the Customer in respect of:
(i) any breach of this Agreement;
(ii) any supply of the Services; and
(iii) any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.
10.2 Except as expressly and specifically provided in this Agreement, all warranties, representations, conditions and other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement.
10.3 Nothing in this Agreement shall limit or exclude Riliance's liability for death or personal injury caused by its negligence; fraud; fraudulent misrepresentation; and any liability which may not be lawfully limited or excluded.
10.4 Subject to clause 10.2 and 10.3, Riliance shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any special, indirect or consequential loss including where such losses includes loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any other special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement and Riliance's aggregate total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the sum equal to the amount paid for the Services in the preceding 12 months.
10.5 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 accept 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.
10.6 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.
10.7 The Customer acknowledge and agree that the limitations and exclusions of liability contained in this Agreement are reasonable in view of the nature and extent of the obligations accepted by each party pursuant to this Agreement.
10.8 This clause 10 shall survive termination of this Agreement, however arising.
11. INTELLECTUAL PROPERTY RIGHTS
11.1 For the purposes of these Terms “Intellectual Property Rights” shall mean all patents, trade marks, Services marks, designs, copyright, database rights, inventions, trade secrets and other confidential information, know-how, business names and all other intellectual property rights of a similar nature in any part of the world, whether registered, registrable or not and including all applications and the right to apply for any of the foregoing rights and the right to sue for past infringements of any of the foregoing rights.
11.2 The Customer acknowledges and agrees that Riliance own all Intellectual Property Rights relating to the Services except any personal data belonging to the Customer or the Users.
11.3 In the event that Riliance use any pre-existing Intellectual Property Rights in the provision of the Services Riliance shall grant to the Customer a non-exclusive, non-transferable licence to use such Intellectual Property Rights purely for its internal business purposes in order to enjoy the benefit of the Services. Except where Riliance have terminated this Agreement under clause 5.2 the licence granted in this clause shall enure beyond termination of this Agreement but may be terminated at any time by Riliance
11.4 The Customer acknowledge and accept that any new Intellectual Property Rights created in the course of the provision of the Services shall vest in Riliance and shall be licensed to the Customer on the terms of the licence granted in clause 11.3. The Customer agree to execute any documents or do any other thing which Riliance might consider reasonably necessary in order to perfect the assignment described by this clause.
11.5 In the event that is reasonably necessary for Riliance to utilise any Services provided to the Customer by Riliance, a third party or Intellectual Property Rights belonging to the Customer or licensed to the Customer by a third party in order to provide the Services the Customer grant (or shall procure the grant from the relevant third party of) a licence to use such Intellectual Property Rights as reasonably necessary to provide the Services. The Customer shall indemnify and hold Riliance harmless from any claim by a third party that we are not licensed to use any Intellectual Property Rights which have been supplied to Riliance by the Customer under this Agreement.
11.6 The Customer confirm that Riliance is free (subject to complying with any duties in relation to confidentiality as set out in clause 12) to use any skill or know-how used or obtained in providing the Services for Riliance's own business purposes.
11.7 This clause 11 shall survive termination of this Agreement, however arising.
12. CONFIDENTIALITY AND DATA PROTECTION
12.1 For the purposes of this clause 12, “Confidential Information” means all information that is proprietary or confidential and is either labelled as such or identified as confidential information in this clause 8 and all other information made available to the other party.
12.2 Each party agrees to hold the other party’s Confidential Information in confidence and, unless required by law, not make the Customer's Confidential Information available to any third party, or use such Confidential Information for any purpose other than the implementation of this Agreement.
12.3 The provisions restricting disclosure of Confidential Information contained in clause 12.2 shall not apply to any information which (i) is or becomes public knowledge other than as a consequence of breach of these Terms; (ii) is already in possession of the other party without restriction before the date of receipt from the disclosing party; (iii) is required to be disclosed by any applicable law, professional or regulatory authority or order of a court of competent jurisdiction.
12.4 Riliance shall treat as confidential all information (whether provided orally, in writing or in any other form) which the Customer provide to Riliance including all survey data collected as part of the Services, and will process the data on the Customer's behalf. If not otherwise specified, any survey data the Customer provide to Riliance or Riliance produce as a consequence of performing the Services, may be retained by Riliance for the purpose of benchmarking data anonymously and aggregating it with other client data and may be used in the performance of other Services to the Customer or other customers of the Services and other Riliance products or services.
12.5 All reports, advice, opinions, letters or other information provided by Riliance to the Customer are provided solely for the Customer's use and for the specific purposes indicated to Riliance or envisaged in any letter of instruction.
12.6 Subject to Riliance complying with its obligations in respect of confidentiality, Riliance shall be free to act for clients or customers whose interests compete with or oppose the Customer's without having to obtain prior consent to do so by the Customer.
12.7 In the event Riliance receive personal data and act as a data processor on the Customer's behalf (both as defined in the Data Protection Act 1998) Riliance confirms that it will take appropriate technical and organisational measures to protect the personal data against accidental or unlawful destruction or accidental loss or unauthorised alteration, disclosure or access.
12.8 This clause 12 shall survive termination of this Agreement, however arising.
13. FORCE MAJEURE
13.1 The obligations of each party under this Agreement shall be suspended during the period and to the extent that that party is prevented or hindered from complying with them by any cause beyond its reasonable control, including (insofar as beyond such control but without prejudice to the generality of the foregoing expression) strikes, lock-outs, cyber attack, labour disputes, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, difficulty or increased expense in obtaining workmen, materials, goods or raw materials in connection with the performance of this Agreement.
13.2 In the event of either party being so hindered or prevented, the party concerned shall give notice of suspension to the other party as soon as reasonably possible, stating the date and extent of the suspension and its cause, and the omission to give such notice shall forfeit the rights of that party to claim suspension. Any party whose obligations have been suspended as aforesaid shall resume the performance of those obligations as soon as reasonably possible after the removal of the cause and shall so notify the other party. In the event that the cause continues for more than six months, either party may terminate this agreement by giving the other party 30 days' prior written notice.
If at any time any part of this Agreement or a clause of this Agreement becomes void or unenforceable under any applicable law it shall be deemed to be deleted from this Agreement and the remaining provisions of this Agreement shall continue unaffected.
Any notice required to be given pursuant to this Agreement shall be in writing and shall be given by delivering the notice by hand at, or by sending the same by prepaid first class post or e-mail to such address as either party notifies to the other from time to time for such purpose. Any notice given according to the above procedure shall be deemed to have been given at the time of delivery (if delivered by hand) and when received (if sent by post or e-mail).
16. RIGHTS OF THIRD PARTIES
No term of this Agreement shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a third party, but this does not affect any right or remedy of a third party which exists or is available apart from under that Act.
The Customer shall not assign, delegate, sub-contract, transfer or otherwise dispose of any of its rights or responsibilities under this Terms without the prior written consent of Riliance.
18.1 Riliance may change these Terms at any time for a variety of reasons, such as to reflect changes in applicable law or updates to the Services, and to account for new Services or functionality.
18.2 In the event that the Customer does not agree to any changes made to the Terms, the Customer should cease using the Services, because by continuing to use the Services the Customer indicates its agreement to be bound by the updated terms.
18.2 Riliance may change and improve the Services at any time. Riliance may add, alter, or remove functionality from any of the Services at any time without prior notice. Riliance may also limit, suspend, or discontinue any Services at its discretion. If Riliance proposes to discontinue any of its Services, Riliance will give the Customer reasonable advance notice in writing to provide the Customer with an opportunity to export a copy of the Customer Content from the relevant Services.
18.3 Riliance may remove content from the Services at any time in its sole discretion, although Riliance will endeavour to notify the Customer before doing so if it materially impacts on the Customer and if practicable under the circumstances.
A waiver of any right or remedy under this agreement is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy.
20. ENTIRE AGREEMENT
This Agreement contains the entire agreement between the parties with respect to the subject matter of this Agreement and shall supersede all other written or oral communications between the parties. The express terms and conditions of this Agreement are in lieu of all warranties, conditions, terms, representations, statements, undertakings, and obligations whether express or implied by statute, common law, custom, usage or otherwise all of which are hereby excluded to the fullest extent permitted by law. The parties hereby confirm that they have not replied upon any representations, communications or other matters which have not been expressly stated in this Agreement. Notwithstanding any provision to the contrary, nothing in this Agreement limits or excludes either party’s liability for fraudulent misrepresentations.
21.1 Nothing in this Agreement shall create, or be deemed to create, a partnership or joint venture relationship of employer or employee or principal and agent between the parties to this Agreement.
21.2 The parties declare that they each have the right, power and authority and have taken all action necessary to execute and deliver, and to exercise their rights and perform their obligations under this Agreement.
22. GOVERNING LAW
22.1 This Agreement and any disputes or claims arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the law of England.
22.2 The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).