Participant Terms & Conditions
Web Creator Suite (WCS) is a service that enables Participants to engage in interactive communities, discussions, surveys and live chats ("Engagements") on Projects created by Clients on our platform.
- This is a contract between "you", being a Participant, and Web Creator Suite Ltd (08972039) (35 Chequers Court Brown Street, Salisbury, Wiltshire, United Kingdom, SP1 2AS, email address firstname.lastname@example.org and VAT number GB187794537 ("we", "us" or "our") setting out the terms and conditions that govern your use of, and interaction with, WCS.
- By clicking "I Agree", or otherwise using and interacting with WCS, you agree to:
- these terms and conditions, including the glossary; and
- All defined terms in this Agreement have the meaning given to them in the glossary, located at the end of these Terms and Conditions.
SCOPE OF WCS SERVICE
- We offer Participants a platform to participate in Engagements with other Participants on Projects created by Clients in order to generate qualitative and quantitative market research data for Clients.
- You acknowledge and agree that, due to the nature of the WCS platform, any material you submit may automatically and without time delay be published on it. We are under no obligation to control, vet or curate in any way content that is displayed on the platform.
- If you are an individual, you confirm that you are at least 18 years of age, or have parental consent if you are under 18 years of age, to become a Participant and use WCS.
- At our absolute discretion, we may refuse to allow any person or entity to register or create an account on WCS. We may also at our absolute discretion cancel or suspend any existing account for either you or a Client.
- We make no warranty as to the truth or accuracy of any aspect of any information provided by other Participants or a Client on WCS.
- You acknowledge that we do not monitor or control the accuracy, appropriateness or suitability of any content submitted on the WCS platform. The Client is responsible for such moderating activities.
- We have no obligation to any Participant to assist or involve ourselves in any dispute between Participants and/or Clients, although we may do so in order to improve Participant and Client experience.
- You acknowledge that WCS may not be available at all times and that we may need to suspend access to WCS for technical malfunctions, internet outages, equipment failure and the need for routine maintenance.
- You will need to register an account with us on WCS in order to access certain services available on WCS ("Account"). If you register an Account, you will be asked to provide your email address and create a password as part of our security procedures. You must treat such information as confidential and you must not disclose it to any third party. If you know or suspect that anyone other than you knows your Account login details, you must immediately notify us at email@example.com. You are responsible for any unauthorised use of your Account login details.
- When accessing and using WCS, you must:
- only access and use WCS as intended through the functionality of the platform;
- at all times comply with this Agreement and all Applicable Laws and Regulations;
- promptly apply all applicable updates to the WCS platform that we may issue from time to time; and
- maintain control of your account, and not deal with your account in any way, including by allowing others to use your account, or by transferring or selling your account or any of your contents to another person.
- When accessing and using WCS, you must not:
- use WCS for any illegal, immoral, unauthorised or dangerous purpose;
- interfere with the WCS platform or disrupt any other Participant, service or equipment;
- collect other Participants' content or information;
- bully, intimidate or harass any Participant or third parties;
- do anything which could overburden or impair the proper working or appearance of WCS; or
- attempt to copy, reproduce, translate, adapt, modify or creative derivative works of the WCS platform; or
- use WCS to publish any material for which you are not the owner of the Intellectual Property Rights in the work or you are not licensed by the owner of the Intellectual Property Rights.
- You represent and warrant that any information submitted on WCS:
- is not defamatory, libellous, threatening or harassing, or potentially or actually harmful to us or any other person, where harm includes, but is not limited to, economic loss that will or may be suffered by us;
- does not infringe the Intellectual Property Rights of any person or entity;
- includes all necessary, valid releases (including without limitation moral rights waivers);
- does not contain any material that could reasonably be considered to be inappropriate or is unlawful, including, but not limited to obscene, inappropriate or unlawful images;
- does not contain any malicious code, data or set of instructions that intentionally or unintentionally causes harm or subverts the intended function of any platform, including, but not limited to viruses, Trojan horses, worms, time bombs, cancelbots, Easter eggs or other computer programming routines that may damage, modify, delete, detrimentally interfere with, surreptitiously intercept, access without authority or expropriate any system, data or personal information; or
- is not the subject of any claim, demand, action or legal proceeding or any potential or pending claim, demand, action or legal proceeding.
- If we, or a Client, determines at its sole discretion that you have breached an obligation under this clause 4, without limitation we reserve the right to terminate the Agreement in accordance with clause 10.
- Without limitation, we reserve the right, in our sole discretion, to do any of the following without reason and without having to provide you with any notice:
- remove content from the WCS platform submitted by a Participant that is deemed by us to be offensive, dangerous, harmful, unlawful or otherwise in breach of this Agreement; and
- terminate your account in accordance with clause 10 if we suspect that any conduct that is occurring in connection with the use of your account is unlawful, illegal or is otherwise in breach of this Agreement.
RELATIONSHIP BETWEEN PARTICIPANT AND CLIENT
- You acknowledge and agree that these terms are for our benefit, and that there may be additional terms and conditions introduced by the Client which regulate your relationship with it separately. Without limitation, these terms and conditions might regulate matters such as participation requirements and payments for Participants.
- You acknowledge that we are not a party to any agreement referred to in clause 6.1 and the agreement will be directly between you and the Client.
- We make no representation or warranty as to the performance of any party's obligations under such an agreement.
THIRD PARTY SERVICES
- We may from time to time include Third Party Services on WCS. These Third Party Services are not a request of ours, and are not provided by us.
- Third Party Services are offered to Participants pursuant to the third party provider's terms and conditions. Third Party Services may be promoted on WCS as a convenience to you and/or our Clients who may find the Third Party Services of interest or of use.
- If you or a Client chooses to engage with any Third Party Service provider, we are not a party to that agreement and that agreement will be directly between you and/or the Client and that Third Party Service provider.
- We make no representation or warranty regarding any Third Party Services.
- We own, or are licensed to use, all Intellectual Property Rights in WCS. Nothing in this Agreement gives you any rights, title or interest in any Intellectual Property Rights in WCS.
- Any materials you have posted on WCS (“Participant Generated Content”) will be treated as non-proprietary and non-confidential. We are free to publish, display, post, distribute (including to our nominees, including Clients) and otherwise use any ideas, suggestions, concepts, designs, know-how and other information contained in Participant Generated Content for any purpose, including, but not limited to, developing, manufacturing, advertising and marketing us and our services. In particular, you grant us a non-exclusive, transferable, perpetual, royalty-free, worldwide licence to copy, use, reproduce, distribute, display, publish, adapt, prepare derivate works of and/or amend any Participant Generated Content in any format, including in our services and products for any purpose including in relation to the promotion of our services.
- Each party (Receiving Party) receiving, possessing or otherwise acquiring Confidential Information of any other party (Disclosing Party) acknowledges that the Disclosing Party's Confidential Information is the property of, confidential to or a trade secret of the Disclosing Party. The Receiving Party must:
- keep the Disclosing Party's Confidential Information confidential and not directly or indirectly disclose, divulge or communicate that Confidential Information to, or otherwise place that Confidential Information at the disposal of, any other person without the prior written approval of the Disclosing Party;
- take all reasonable steps to secure and keep secure all the Disclosing Party's Confidential Information coming into its possession or control;
- only use the Confidential Information of the Receiving Party to the extent necessary to perform its obligations under this Agreement; and
- not memorise, modify, reverse engineer or make copies, notes or records of the Disclosing Party's Confidential Information for any purpose other than in connection with, and to the extent required for, the performance by the Receiving Party of its obligations under this Agreement.
- The obligations of confidentiality under clause 9.1 do not apply to any information that:
- is or becomes generally available to the public (other than by reason of a breach of this Agreement);
- is published by a Participant on WCS; or
- is required to be disclosed by any Applicable Laws or Regulations.
- Either party may immediately terminate this Agreement at any time by written notice to the other party.
- If we determine at our sole discretion that you have breached, or are likely to breach any of your obligations under this Agreement, we reserve the right to cancel or suspend your account.
- Sections 9 (Confidential Information), 10 (Termination), 11 (Limitation of Liability), 12 (Indemnity), 16 (Mediation and Dispute Resolution) and 18 (General) and any other terms which by their nature should continue to apply, will survive termination or expiration of this Agreement.
- If your account or this Agreement is terminated for any reason then you must not without our consent (in our absolute discretion) create any further accounts with us and we may terminate any other accounts you operate.
LIMITATION OF LIABILITY
- Nothing in this Agreement excludes or limits our liability for:
- death or personal injury caused by our negligence;
- fraud or fraudulent misrepresentation; and
- any matter in respect of which it would be unlawful for us to exclude or restrict our liability.
- If we fail to comply with this Agreement, we are responsible for loss or damage you suffer that is a foreseeable result of our breach of this Agreement or our negligence, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if it was an obvious consequence of our breach or if it was contemplated by you and us at the time that you registered to use WCS.
- Nothing in this Agreement affects your statutory rights. Advice about your statutory rights is available from your local Citizens' Advice Bureau or Trading Standards Office.
- We only supply WCS for domestic and private use. You agree not to use WCS, or any content on WCS, for any commercial or business purposes and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
- Except for liability set out in clause 12.1 above, our total liability to you is limited to the total amount of payment made by you to us during the twelve month period prior to any incident causing liability, or $50, whichever is greater.
- We will not be liable to you for any delay or failure to perform our obligations if such delay or failure is due to a Force Majeure Event.
- You shall be responsible and liable to us (and our directors, officers, employees, independent contractors and agents) for any and all claims, losses, liabilities, damages, taxes, expenses and costs, including without limitation, legal fees and court costs (collectively, "Losses"), arising from or related to your use (or any use authorised or facilitated by you) of the WCS platform, including but not limited to any of the following:
- your breach of any certification, covenant, obligation, representation or warranty in this Agreement;
- violation of any third party right;
- any claims that any material submitted or uploaded onto WCS, violates or infringes any third party Intellectual Property Rights, or has caused damage to a third party; and
- our permitted use of any material (as modified, adapted or enhanced by you where applicable), related trade marks and logos, or images and other materials that you provide to us under this Agreement.
MODIFICATIONS TO THE AGREEMENT
- We may modify this Agreement or the Policies (and update the WCS pages on which they are displayed) from time to time. We will send notification of such modifications to your WCS account or advise you the next time you login.
- When you actively agree to the terms (for example, by clicking a button saying "I accept") or use WCS in any manner after the notification referred to in clause 13.1, the modified terms will be effective immediately. In all other cases, the amended terms will automatically be effective 30 days after they are initially notified to you.
- If you do not agree with any changes to this Agreement (or any of our Policies), you must notify us and we will terminate your WCS account, and you must also stop using the WCS Services.
- No agency, partnership, joint venture, employee-employer or other similar relationship is created by this Agreement. In particular you have no authority to bind us, our related entities or affiliates in any way whatsoever. All Third Party Services that may be promoted on the WCS platform are provided solely by such Third Party Service providers.
- Except as stated otherwise, any notices must be given by registered ordinary post or by email, either to our contact address as displayed on the WCS platform, or to the Participant's or Client's contact address as provided at registration. Any notice shall be deemed given:
- if sent by email, 24 hours after email is sent, unless the user is notified that the email address is invalid or the email is undeliverable; and
- if sent by pre-paid post, three Business Days after the date of posting, or on the seventh Business Day after the date of posting if sent to or posted from outside the United Kingdom. In this section, "Business Day" means a day on which banks are open for general business in London, England, other than a Saturday, Sunday or public holiday.
- Notices related to performance of any Third Party Service must be delivered to the supplying Third Party as set out in Third Party Service Provider terms and conditions.
MEDIATION AND DISPUTE RESOLUTION
- We encourage you to try and resolve disputes with us or Participants or the relevant Client directly. Accordingly, you acknowledge and agree that we may, in our absolute discretion, provide your relevant information to other parties involved in the dispute.
- We may offer you access to a Third Party Dispute Service. If persons in a dispute agree to use a Third Party Dispute Service, each such person is responsible for paying any costs associated with the Third Party Dispute Service in accordance with the relevant Third Party Dispute Service terms and conditions.
- If we provide information of other Participants to you for the purposes of resolving disputes under this clause, you acknowledge and agree that such information will be used only for the purpose of resolving the dispute (and no other purpose) and that you will indemnify us against any claims relating to any other use of information not permitted by this Agreement.
- If you wish to have more information on online dispute resolution, please follow this link to the website of the European Commission: http://ec.europa.eu/consumers/odr/. This link is provided as required by Regulation (EU) No 524/2013 of the European Parliament and of the Council, for information purposes only. We are not obliged to participate in online dispute resolution.
OTHER IMPORTANT TERMS
- This Agreement is governed by English law. This means that your access to and use of WCS and any dispute or claim arising out of or in connection therewith will be governed by English law.
- You can bring proceedings in respect of this Agreement in the English courts. However, as a consumer, if you live in Scotland you can bring legal proceedings in respect of this Agreement in either the Scottish or the English courts; if you live in Northern Ireland you can bring legal proceedings in respect of this Agreement in either the Northern Irish or the English courts; and if you live in another European Union Member State you can bring legal proceedings in respect of this Agreement in either the English courts or the courts of the Member State in which you live.
- As a consumer, you will benefit from any mandatory provisions of the law of the country in which you are resident. Nothing in this Agreement, including clause 18.1, affects your rights as a consumer to rely on such mandatory provisions of local law
- The provisions of this Agreement are severable, and if any provision of this Agreement is held to be invalid or unenforceable, such provision may be removed and the remaining provisions will be enforceable.
- We may assign or novate this Agreement to a third party without your consent, provided that we will notify you if this happens and we will only do so if such assignment or novation does not materially affect your rights under this Agreement. In the event of an assignment or novation, you will remain bound by this Agreement.
"Agreement" means the most updated version of the agreement between us and you.
"Applicable Laws and Regulations" means all laws, statutes, regulations, edicts, by-laws, mandatory codes of conduct, standards and guidelines, whether local, national, international or otherwise existing from time to time to which that party is subject and which is relevant to that party’s rights or obligations.
"Client" means a person or business creating Projects on the WCS platform for use and engagement by Participants.
"Force Majeure Event" affecting a party means a circumstance beyond the reasonable control of that party causing that party to be unable to observe or perform on time an obligation under this Agreement, including acts of God, lightning strikes, earthquakes, floods, storms, explosions, fires and any natural disaster, acts of public enemies, terrorism, riots, civil commotion, malicious damage, sabotage, revolution and acts of war and war, general strikes, embargos and any power, water or other utility shortage. For the avoidance of doubt, an event affecting a subcontractor of a party is not beyond the reasonable control of that party unless the event affecting the subcontractor is itself a Force Majeure Event.
"Intellectual Property Rights" means all intellectual property rights, including:
- patents, copyright, rights in circuit layouts, registered designs, trade marks and the right to have confidential information kept confidential; and
- any application or right to apply for registration of any of those rights.
"Participant" means you and any third party participant on the WCS platform (other than a Client).
"Project" means a project created by a Client on the WCS platform to enable and encourage Participants to discuss or interact in relation to a particular topic. Such Projects may include, but are not limited to, live chats, discussions, surveys, research diary studies, ideation projects and focus group homework tasks.
"Third Party Dispute Service" means a third party dispute resolution service provider used to resolve any disputes between users.
"Third Party Services" means the promotions and links to services offered by third parties as may be featured on WCS from time to time.
"WCS" means the Web Creator Suite website at https://webcreatorsuite.co.uk, WCS smartphone app, and any other affiliated platform, operated by us, that may be introduced from time to time.
RULES OF INTERPRETATION
In the WCS Agreement and all Policies, except where the context otherwise requires:
- the singular includes the plural and vice versa, and a gender includes other genders;
- another grammatical form of a defined word or expression has a corresponding meaning;
- a reference to a document or instrument includes the document or instrument as novated, altered, supplemented or replaced from time to time;
- a reference to GBP, or £ is to British Pounds;
- a reference to time is to the time in London, England;
- a reference to a person includes a natural person, partnership, body corporate, association, governmental or local authority or agency or other entity;
- a reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re‑enactments or replacements of any of them;
- the meaning of general words is not limited by specific examples introduced by including, for example or similar expressions;
- headings are for ease of reference only and do not affect interpretation;
- any agreement, representation, warranty or indemnity in favour of two or more parties (including where two or more persons are included in the same defined term) is for the benefit of them jointly and severally; and
- a rule of construction does not apply to the disadvantage of a party because the party was responsible for the preparation of this agreement or any part of it.