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 in order to generate qualitative and quantitative market research data.
- This is a contract between "you", being a Client, and Web Creator Suite Ltd (08972039) (with registered office at 35 Chequers Court Brown Street, Salisbury, Wiltshire, United Kingdom, SP1 2AS, email address email@example.com 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, on behalf of your organisation or company, 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 may assist you with the recruitment of Participants onto the WCS platform but are not obliged to do so.
- By the provision of access to WCS, we offer you a platform to create Projects to allow Participants to participate in Engagements with other Participants in order to generate qualitative and quantitative market research data.
- We may also, from time to time, provide you with ancillary support in relation to your use of WCS or the operation of your Projects.
- You acknowledge and agree that, due to the nature of WCS, any material you (or Participants) 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.
- We may also, on request, offer additional services to you (such as consulting services). Such additional services include those listed in Schedule 1. If we provide such services to you, the additional terms and conditions applicable to that service (as set out in Schedule 1) will also apply to you.
- 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 of either you or a Participant.
- We do not warrant or represent that:
- anything submitted to WCS by Participants will be of a particular quantity, quality or appropriateness for the purpose of the Project; and
- the market research data generated through the Participant's interactions on Projects will be of a particular quality, quantity, suitability or fitness for any particular purpose.
- The WCS service is provided on an "as is" basis. To the extent permitted by law, we limit our liability to the extent set out in clause 13.1.
- We have no obligation to you to assist or involve ourselves in any dispute between you and Participants, or between your Participants, although we may do so in order to improve Client and Participant experience.
- You acknowledge that we are not responsible for:
- the level or quality of participation of Participants on your Projects (which must be regulated through a separate agreement between you and the Participant);
- monitoring or controlling the accuracy, appropriateness or suitability of content submitted by Participants on the WCS platform;
- the performance of your Projects;
- ensuring that WCS is suitable for your requirements or is fit for any particular purpose;
- any interruption to WCS due to technical malfunctions, internet outages, equipment failure, the need for routine maintenance, etc.; and
- any software available on the WCS platform that is supplied by third parties.
- When accessing and using WCS, you must:
- supervise, monitor and moderate the interactions of Participants on your Projects in accordance with the terms of this Agreement;
- 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 its contents to another person.
- When accessing and using WCS, you must not (or encourage Participants to):
- use WCS for any illegal, immoral, unauthorised or dangerous purpose;
- interfere with the WCS platform or disrupt any other Client, Participant, service or equipment;
- 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.
- You must use your best endeavours to ensure 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 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 determine, in our 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 12.
- 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:
- terminate Projects created by you which we deem to be in breach of this Agreement;
- remove content from the WCS platform submitted by you, or a Participant, that is deemed to be offensive, dangerous, harmful, unlawful or otherwise in breach of this Agreement; and
- terminate your account in accordance with clause 12 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 CLIENT AND PARTICIPANT
- You acknowledge and agree that these terms are for our benefit, and that there may be additional terms and conditions introduced by you which regulate your relationship with Participants separately. Without limitation, these terms and conditions might regulate matters such as participation requirements and payments for Participants. You must ensure that those terms and conditions are not inconsistent with this Agreement or our terms with Participants.
- WCS is not a party to any agreement referred to in clause 6.1 and the agreement will be directly between you and the Participant.
- We make no representation or warranty as to the performance of either 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 you or Participants pursuant to the third party's terms and conditions. Third Party Services may be promoted on WCS as a convenience to you and/or Participants who may find the Third Party Services of interest or of use.
- If you or a Participant chooses to engage with any Third Party Service provider, we are not a party to that agreement and the agreement will be directly between you and/or the Participant and that Third Party Service provider.
- We make no representation or warranty as to the 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 WCS.
- We acknowledge that any materials uploaded by you on the WCS platform in which you hold Intellectual Property Rights remain your intellectual property for the duration of the Agreement.
- We grant you an unrestricted, worldwide, royalty-free licence to use, reproduce, modify and adapt any content and information posted by Participants on WCS, the rights, title and interest in which has been licensed to us.
- 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. Subject to clause a), 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.
- The fees for the various Projects available to you are those which are listed on the WCS platform (which may be amended from time to time). By engaging us to provide a particular service to you, you expressly agree to pay those fees.
- Any fees owing must be paid by you in full within the stated period on our invoice provided in relation to same.
- Unless otherwise stated, all fees are in the currency specified on the WCS platform and all fees, disbursements or other sums payable by you are quoted exclusive of VAT. You must pay VAT in addition to any agreed fee that is VAT exclusive.
- Currency: All transactions are in the relevant currency specified on the WCS platform. If no currency is specified, then the applicable currency is British Pounds. If any amounts are shown in currencies other than British Pounds these are only indicative and we may require an adjustment of the price and additional payment to take into account any unfavourable exchange rate variations at the actual time of transaction.
- Credit Card Use: Payments made via the WCS platform will be processed by a third party payment processing organisation. We undertake to use credit card details only as specified by you in relation to purchases made on the WCS platform. Illegal use of credit cards is a serious crime. We will report any suspicious activity and disclose all relevant evidence to credit card companies and law enforcement authorities.
- Errors in Description or Pricing: Errors may occur in the description or pricing of products or services offered on the WCS platform. We may cancel any transaction if any such error occurs, notwithstanding any confirmation of an order or acceptance of payment.
- 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. Any fees owing at the time of termination must be paid to us immediately.
- Sections 9 (Confidential Information), 10 (Fees), 12 (Termination), 13 (Limitation of Liability), 14 (Indemnity), 18 (Mediation and Dispute Resolution) and 20 (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
- Except for any express warranty in this Agreement or any Non-excludable Condition, we exclude any warranties express or implied by any legislation, the common law, or otherwise.
- Except for any liability that cannot be limited or excluded by law or in relation to a breach of any Non-excludable Condition, in each case subject to clause 13.4, our total liability to you is limited to the total amount of payment made by that Client to us during the twelve month period prior to any incident causing liability, or $50, whichever is greater.
- Our liability to you for a breach of any Non-excludable Condition (other than a Non-excludable Condition that by law cannot be limited) is limited, at our option to any one of resupplying, replacing or repairing, or paying the cost of resupplying, replacing or repairing goods in respect of which the breach occurred, or supplying again or paying the cost of supplying again, services in respect of which the breach occurred.
- Except for any liability that cannot be limited or excluded by law or in relation to breach of Non-excludable Condition, we exclude all liability to you for lost profits, lost revenue, lost savings, loss of opportunity and any consequential or indirect loss arising out of, or in connection with, WCS, and any claims by any third person, or this Agreement, even if we knew that loss was possible or the loss was otherwise foreseeable.
- 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.
- To the extent permitted by applicable law, you agree to indemnify and hold harmless, us, our directors, officers, employees, independent contractors and agents from 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 of WCS, including but not limited to any of the following:
- your breach of any certification, covenant, obligation, representation or warranty in this Agreement (including a breach of clause 19.2);
- violation of any third party right;
- any claims that any material submitted or uploaded onto WCS, violates or infringes any third party intellectual property or proprietary 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 15.1, 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 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 WCS 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 WCS, 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 other Clients 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 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 Clients or 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.
- You must ensure that you, and any of your related bodies corporate comply with the Data Protection Act 1998 (Chapter 29) and (when it comes into force) the General Data Protection Regulations (Regulation (EU) 2016/679, applicable from 25 May 2018) in the performance of your obligations under this Agreement.
- This Agreement is governed by English law. Both parties submit to the exclusive jurisdiction of the courts in that jurisdiction.
- 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. In the event of an assignment or novation, you will remain bound by this Agreement.
- This Agreement sets out the entire understanding and agreement between both parties with respect to its subject matter and supersedes all prior or contemporaneous understandings regarding such subject matter.
SCHEDULE 1 – ADDITIONAL SERVICES
PROJECT SETUP FEES
£300 + VAT
Includes creation of content based on a provided discussion guide, import of respondents and sending of initial invites.
"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 you or the business or organisation that you represent (other than a Participant).
"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.
"Non-excludable Condition" means any implied condition, warranty or guarantee in a contract, the exclusion of which would contravene the law or cause any part of the contract to be void.
"Participant" means a person engaged to participate in Projects created by you 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.
"VAT" has the meaning given to it in the Value Added Tax Act 1994.
"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.