ACRITAS RESEARCH LIMITED
Terms of Service
1. Your relationship with Acritas
1.1 Your use of our websites at www.acritas.com (the "Websites") and any Acritas services provided to you on or from or through the Websites (the "Service") is subject to the terms of a legal agreement between you and Acritas Ltd (Company Number 4587274), whose registered office is at 5-6 Benton Terrace, Newcastle Upon Tyne, NE2 1QU (“Acritas”).
1.3 The Terms form a legally binding agreement between you and Acritas in relation to your use of the Service. It is important that you take the time to read them carefully.
1.4 The Terms apply to all users of the Service, including users who are employees or members of an organisation who has signed a subscription agreement with Acritas.
1.5 To contact Acritas please email firstname.lastname@example.org or telephone on 0808 178 3020.
2. Accepting the Terms
2.1 Use of the Service, without further act, binds you to the agreement referenced in Section 1.3 above. If you do not wish to be so bound, do not use the Service.
2.2 You may not use the Service and may not accept the Terms if (a) you are not of legal age to form a binding contract with Acritas, or (b) you are a person who is legally prohibited from receiving or using the Service under the laws of the country in which you are resident or from which you access or use the Service.
2.3 You should print off or save a copy of the Terms for your records.
3. Changes to the Terms
Acritas may, in its sole discretion, modify, amend or revise these Terms at any time, and you agree to be bound by such modifications or revisions without any actual notice to you. Although Acritas may attempt to notify you when major changes are made to these Terms, you should periodically review the most up-to-date version. Your use of the Website after such modification, amendments or revisions, whether or not you have been notified of the same, constitutes your acceptance of the revised terms.
4. Acritas Accounts
4.1 In order to access some features of the Websites or other elements of the Service, you will have to create an account. When creating your account, you must provide accurate and complete information. It is important that you must keep your account password secure and confidential.
4.2 Each registration is for a single user only. Acritas does not permit you to share your user name and password with any other person nor with multiple users on a network.
4.3 You must notify Acritas immediately of any breach of security or unauthorised use of your account that you become aware of.
4.4 You agree that you will be solely responsible (to Acritas, and to others) for all activity that occurs under your account.
5. Your Content
5.1 The Website may allow you to input data and/or contribute to other forms of content on our Websites (“Content”).
5.2 You (or your employer, as the case may be) retain all of your ownership rights in your Content, but you are required to grant limited licence rights to Acritas and other users of the Service. These are described in paragraph 6 of these Terms.
5.2 You understand and agree that you are solely responsible for your own Content and the consequences of uploading or publishing it. Acritas does not endorse any Content or any opinion, recommendation, or advice expressed therein, and Acritas expressly disclaims any and all liability in connection with the Content.
5.3 You represent and warrant that you have (and will continue to have during your use of the Service) all necessary licenses, rights, consents, and permissions which are required to enable Acritas to use your Content for the purposes of the provision of the Service by Acritas, and otherwise to use your Content in the manner contemplated by the Service and these Terms.
5.4 Content must not:
5.4.1 Contain any material which is defamatory of any person.
5.4.2 Contain any material which is obscene, offensive, hateful or inflammatory.
5.4.3 Contain sexually explicit material.
5.4.4 Contain or promote violence.
5.4.5 Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
5.4.6 Infringe any copyright, database right, trade mark or right of privacy of any other person.
5.4.7 Be likely to deceive any person.
5.4.8 Be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence.
5.4.9 Promote any illegal activity.
5.5 You agree that you will not post or upload any Content which contains material which it is unlawful for you to possess in the country in which you are resident, or which it would be unlawful for Acritas to use or possess in connection with the provision of the Service.
5.6 You agree that Content you submit to the Service will not contain any third party copyright material, or material that is subject to other third party proprietary rights (including rights of privacy or rights of publicity), unless you have a formal licence or permission from the rightful owner, or are otherwise legally entitled, to post the material in question and to grant Acritas the licence referred to in paragraph 6.1 below.
5.7 On becoming aware of any potential breach of these Terms, Acritas reserves the right (but shall have no obligation) to decide whether the Content complies with the content requirements set out in these Terms and may remove such Content, permanently delete same and/or terminate a User's access for uploading Content which is in breach of these Terms at any time, without prior notice and at its sole discretion.
5.8 You further understand and acknowledge that in using the Service, you may be exposed to Content that is factually inaccurate, offensive, indecent, or otherwise objectionable to you. You agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Acritas with respect to any such Content.
6. Rights you Licence
6.1 When you upload or post Content to Acritas, you grant:
6.1.1 to Acritas, a worldwide, royalty-free, perpetual, non-exclusive licence to use, copy, disclose, distribute, incorporate and otherwise use such Content for the purposes of (i) displaying the Content within the Service (ii) allowing other users to share the Content subject to your privacy choices; and (iii) archiving or preserving any Content for disputes, legal proceedings or investigations.
6.1.2 to each user of the Service, subject to your privacy choices, a worldwide, non-exclusive, perpetual, royalty-free licence to access your Content through the Service, and to use, reproduce, distribute, prepare derivative works of, display and perform such Content to the extent permitted by the functionality of the Service and under these Terms.
6.2 The above licenses granted by you terminate when you remove or delete your Content from the Website. Notwithstanding the foregoing, the license for legal archival/preservation purposes will continue indefinitely.
7. Acritas Licence
7.1 Acritas is the owner of the authorised licensee of all intellectual property rights on all the Websites including but not limited to paid for content, databases and data extracted from relevant databases, market research reports, text, graphics, logos, images and software (“Material”).
7.2 Acritas grants users of the Websites a non-exclusive, non-transferable, revocable licence to access and use the Services and to use the Materials only for internal business purposes as follows:
7.2.1 View, retrieve and display the Material;
7.2.2 Electronically save the Material;
7.2.3 Distribute Material in printed or electronic format to:
(a) other authorised users in accordance with any subscription agreement with the source clearly identified as that of Acritas (if applicable); or
(b) colleagues within your organisation.
7.2.4 The status of Acritas (and that of any identified contributors) as the authors of the Material on the Websites must always be acknowledged. You must not delete any copyright notice from any material printed or downloaded.
7.2.5 You must only use the Materials for the purposes expressly set out in any subscription agreement you or your employer has signed (if applicable).
7.3 You must not:
7.3.1 license or resell any Material downloaded, printed or accessed from our Websites. You are allowed to use it for your own non-commercial purposes and in order to update your knowledge of the legal market.
7.3.2 extract, distribute, disseminate, copy or store the Material to create a mass mailing list;
7.3.3 modify the paper or digital copies of any Materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text;
7.3.4 use any of Acritas’s trade marks or the trade marks of any third parties which are included on the website without express written permission from the owner;
7.2.5 access all or any part of the Service or Material in order to build a product or service which competes with the Services and/or the Material;
7.3.6 display or use a link in a manner that causes the Website or any portion of its content to display within a frame, be associated with any advertising or sponsorship not part of the website, or otherwise incorporate website content into a third-party website;
7.3.7 exceed any download, copying or other limits on the use of the Services and/or Material specified in any Acritas proposal or as otherwise agreed in writing by Acritas.
8. Third Party Links
8.1 The Service may include hyperlinks to other web sites that are not owned or controlled by Acritas. Acritas has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites.
8.2 You acknowledge and agree that Acritas is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.
8.3 You acknowledge and agree that Acritas is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.
9.1 Acritas may suspend, disable, or delete your account (or any part thereof) or block or remove any content you submitted if Acritas determines that you have breached any provision of these Terms or that your conduct or content would tend to damage Acritas’s reputation and goodwill.
9.2 Acritas may at any time immediately and without notice to you terminate its legal agreement with you if:
9.2.1 you have breached any provision of the Terms (or have acted in manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms);
9.2.2 Acritas is required to do so by law (for example, where the provision of the Service to you is, or becomes, unlawful);
9.2.3 Acritas is no longer providing the Service to users in the country in which you are resident or from which you use the Service; or
9.2.4 the agreement between Acritas and the organisation or entity that pays for the availability of the Service to you is terminated for any reason.
9.3 You may delete your account at any time. Basic accounts may be deleted from the Service if they remain inactive (i.e., the user fails to log in) for a continuous period of at least six (6) months. Subscription accounts will remain active until the end of the subscription term and any renewal term. Deletion of an account does not imply that Acritas does not have the right to, or in actuality shall, retain your data.
9.4 When these Terms come to an end, all of the legal rights, obligations and liabilities that you and Acritas have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation.
10. Exclusion of Warranties
10.1 Nothing in the Terms shall affect any statutory rights that you are always entitled to as a consumer and that you cannot contractually agree to alter or waive.
10.2 The Service is provided "as is" and Acritas makes no warranty or representation to you with respect to them.
10.3 In particular Acritas makes no representations or warranties:
10.3.1 that the Acritas Service will be permitted in your jurisdiction;
10.3.2 that the Acritas Service will be uninterrupted or error-free;
10.3.3 concerning any content submitted by any user;
10.3.4 concerning any third party's use of content that you submit;
10.3.5 that Acritas will continue to support any particular feature of the Service.
10.4 No conditions, warranties or other terms (including any implied terms as to satisfactory quality, fitness for purpose or conformance with description) apply to the Service except to the extent that they are expressly set out in the Terms.
10.5 Whilst Acritas will use all reasonable endeavours to ensure the accuracy of the Material, it makes no warranty, express or implied, as to its accuracy and will not be held responsible for any consequence arising out of any inaccuracies or omissions unless such inaccuracies or omissions are the result of Acritas’s negligence.
11. Limitation of Liability
11.1 Nothing in these Terms shall exclude or limit Acritas's liability for losses which may not be lawfully excluded or limited by applicable law.
11.2 Subject to the overall provision in paragraph 11.1 above Acritas shall not be liable to you for:
11.2.1 any indirect or consequential losses which may be incurred by you. This shall include; (i) any loss of profit (whether incurred directly or indirectly); (ii) any loss of goodwill or business reputation; (iii) any loss of opportunity; or (iv) any loss of data suffered by you;
11.2.2 any loss or damage which may be incurred by you as a result of:
(i) any changes which Acritas may make to the Service, or for any permanent or temporary cessation in the provision of the Service (or any features within the Service);
(ii) the deletion of, corruption of, or failure to store, any Content and other communications data maintained or transmitted by or through your use of the Service;
(iii) your failure to provide accurate account information;
(iv) your failure to keep your password or account details secure and confidential;
(v) any products, processes, plans or otherwise may be adopted or implemented by you or any other party, notwithstanding that the same may be based upon the research results and subsequent analysis of any Material posted on the Websites.
11.3 The limitations on Acritas's liability to you in paragraph 11.2 above shall apply whether or not Acritas has been advised of or should have been aware of the possibility of any such losses arising.
11.4 Other than the losses set out in clause 11.2 (for which Acritas is not liable) Acritas's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, shall in all circumstances be limited to the total of fees paid by you or on your behalf (if any) during the 12 months immediately preceding the date on which the claim arose.
12. General legal terms
12.1 In the event of any conflict between these Terms and any subscription agreement entered into between Acritas and a third party governing your use of the Service, the terms of the subscription agreement shall prevail unless it is expressly stated otherwise.
12.2 You agree that Acritas may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Service but is not obligated to do so.
12.3 You agree that if Acritas does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Acritas has the benefit of under any applicable law), this will not be taken to be a formal waiver of Acritas's rights and that those rights or remedies will still be available to Acritas.
12.4 If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.
12.5 The Terms, and your relationship with Acritas under the Terms, shall be governed by English law. You and Acritas agree to submit to the exclusive jurisdiction of the courts of England to resolve any legal matter arising from the Terms. Notwithstanding this, you agree that Acritas shall still be allowed to apply for injunctive remedies (or other equivalent types of urgent legal remedy) in any jurisdiction.
Dated: 23rd May 2019