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Terms of Subscription

Introduction, Who we are and How You Can Use Metis

Brighter Connections Applications & Analytics Ltd, trading as Metis (incorporated and registered in England and Wales with company number 10052360) whose registered office is at Edgerton Villa, 22-24 Edgerton Road, Huddersfield, West Yorkshire, United Kingdom, HD3 3AD  (“Metis” or “us” or “we”) licences the use of the Services (defined below) known as Metis to you (“Customer” or “You”).

We licence the use of Metis, our Services, to You on the basis of the Terms of Subscription (“Terms” or “Agreement”) set out below. We remain the owners of the Services at all times and You use the Services as our licensee.  You may be reading these Terms as an Authorised User (defined below) or Visitor (defined below) to the site. If you are a Visitor to the site your terms of use are governed by the Terms of Use.

You understand that by proceeding with using the Services you agree to be bound by these Terms as they may be amended from time to time.

 

  1. Definitions
    1. In this Agreement the following terms mean:
      1. “Authorised Users” means the partners, employees, consultants, contractors and sub-contractors of the Customer;
      2. "Confidential Information" means information that is proprietary to the Customer or Metis and is either clearly labelled as such or identified as Confidential Information to the discloser of such information;
      3. “Customer Data” means any information that You provide to us during the course of using the Services;
      4. "Fee" means the monthly licence fee that is payable for a Subscription agreed between Metis and You (or in the case of a Free trial license or Free license, Metis waives the fee for the licensee) as set out in the Order;
      5. "Intellectual Property Rights" means all copyright, patent rights, trade or service marks, design rights, rights in or relating to software, databases, rights in computer product, rights in or relating to confidential information or any other intellectual property rights (whether registered or unregistered) throughout the world, including all rights of reversion and rights to any applications and pending registrations;
      6. “Order” means an order or request from You to use the Services;
      7. “Personal Data” means data relating to an individual who can be identified from that data;
      8. “Services” means the provision of the service known as Metis, including any documentation, data, manuals and materials (in whatever format) supplied by Metis in relation to the services;
      9. “Special Terms” means any additional terms or variations of these Terms agreed to by the Customer and Metis set out in writing signed by both parties;
      10. “Start Date” means the date on the Order from which the Services are provided in accordance with these Terms;
      11. “Subscription” means a licence to use the Services on these Terms following payment of the Fee (or in the case of a Free trial license or Free license, Metis waives the requirement for payment of a Fee);
      12. “User” means You the Customer, an Authorised User or a Visitor of the System;
      13. “Visitor” means an individual browsing the public domain areas of one of Metis’ Websites without having logged in with a username and password;
    2. The headings in this Agreement are inserted for convenience only and shall not affect its construction or interpretation. Words importing the singular include the plural and vice versa. Words importing a gender shall include all genders.
    3. Reference to any statute, statutory provision or statutory instrument includes a reference to that statute, statutory provision or statutory instrument together with all rules and regulations made under them as from time to time amended, consolidated or re-enacted.
  2. Licences
    1. In consideration of you agreeing to be bound by these Terms, and subject to any restrictions set out in these Terms, Metis grants to You and the Authorised Users a limited, non-exclusive, non-transferable licence to access and use the Services for the duration of the Subscription.
    2. Except to the extent set out in this clause You: (a) may only use the Services for your business purposes and for no other purposes; (b) may not allow third parties access to the Services or to the Authorised User’s usernames and passwords; (c) may not use the Services on behalf of any third party (which includes providing any service to a third party using the Services); (d) will not modify, adapt, copy or create derivative works from the Services; (e) will not reverse-engineer or decompile the Services; (f) will use your best endeavours to prevent unauthorised access to the Services and unauthorised access, use or copying of the Services (or any part of them) and will notify us immediately if You become aware of any such unauthorised access, use or copying by any person; and (g) will take reasonable steps to ensure that nobody other than Authorised Users accesses the Services.
    3. Without limiting clause 2.2 (e) and any other restriction in this Agreement, You will not use or analyse the Services in order to analyse the way in which the Services operate or the methodology behind the Services, as a means of developing a competing service (either by yourself or using a third party to do so).
    4. You agree that Metis is entitled to use and share Customer Data on an anonymised aggregated basis to generate benchmark data to help Customers understand how their businesses are performing. Metis will only share Customer Data with third parties with whom they have a contractual relationship, and on an anonymised basis in aggregated form where the data can not be used to identify either the Customer or a living person.
  3. Payment
    1. The Fees for a Subscription are payable in accordance with the terms set out in the Order.
    2. If we have not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of Metis:
      1. we may, without liability to the Customer, suspend the access of the Customer to all or part of the Services while the invoice(s) concerned remains unpaid; and
      2. interest shall accrue on such due amounts at an annual rate equal to 3% over the then current base lending rate of Barclays Bank PLC at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment.
    3. All amounts and fees stated or referred to in this Agreement (a) shall be payable in the currency specified on the Order (b) are subject to the payment terms in relation to refunds and cancellations set out on the Order and (c) are exclusive of all taxes (including, without limitation, value added tax and withholding tax) which shall be added to Metis' invoice(s) at the appropriate rate.
    4. All Customers are entitled to receive the latest available pricing for the level of Services and Fee model they are receiving as set out on the Order.  This means prices may decrease or increase.  Metis will use their best endeavours to notify Customers with at least 30 days advance notice of any decrease or increase in Fees which apply to their Subscription. Refunds on annual subscription fees are available in accordance with the provisions set out below in Clause 8.1.
  4. Our Obligations to Each Other
    1. We will provide You with access to the Services for the duration of the Subscription.
    2. Metis warrants that it has the right to grant the licences expressly granted by it under this Agreement and that You will not infringe any third party Intellectual Property Rights by using the Services.
    3. We will, during the term of this Agreement, provide You with the support services set out in the Order.
    4. Metis continually enhances its service based on feedback from customers. We prioritise enhancements that have the most benefit across a range of customers. For this reason we may provide, in our absolute discretion, enhancements or updates to the Services that You have requested.  The Customer agrees that there is no obligation on Metis to provide any changes or enhancements to the Services at their request. Any such enhancements or updates of the Services will be subject to the Terms set out in this Agreement.
    5. You will be responsible for ensuring You have compatible browser and functioning internet connections and for the hardware, operating system and related software required to access the Services.
    6. Metis operates security and backup practices that are compatible with good industry practice for equivalent products. However, You agree that You will be responsible for securing your data in Metis by using good practices that may include; requiring staff to use secure and unique passwords, promptly deactivating Users when they stop working for You and making your own additional backups of your data using the tools provided by Metis. Metis will have no liability for any loss or corruption of any such or data, caused by your failure to follow good practice. You will be assigned a username and password to access the Services. You will be responsible for maintaining the confidentiality of your username-password combination and You will be fully responsible for all activities accessing the Services including the activities of others to whom You may have provided your username and password. You agree to notify us immediately of any unauthorised use of our Services.
    7. Except as expressly provided in this Agreement, no other warranties, undertakings, conditions or terms of any kind, whether express or implied, statutory or otherwise will apply, and all warranties, conditions, terms or other undertakings implied at law or by custom as to the condition, quality, performance, satisfactory quality or fitness for purpose of the Services or any part thereof are excluded. In particular:
      1. You assume sole responsibility for results obtained from the use of the Services and for conclusions drawn from such use;
      2. no condition, warranty, representation or other term is given or entered into to the effect that the use of the Services will be uninterrupted or error-free or that they will perform to or operate in accordance with any particular standard.
  5. Intellectual Property Rights and Confidentiality
    1. All Intellectual Property Rights in and relating to the Services  belong to Metis and/or its licensors. The Customer shall have no rights in or to the Services (including any Intellectual Property Rights therein) other than the right to use them in accordance with the Terms of this Agreement.
    2. The receiving party agrees not to use Confidential Information of the other party except as necessary for the performance of this Agreement.  The receiving party agrees to maintain all Confidential Information in confidence to the same extent that it protects its own similar Confidential Information.  The receiving party agrees to take all reasonable precautions to prevent any unauthorised disclosure of Confidential Information of the other party including, without limitation, disclosing Confidential Information only to its employees, independent contractors, consultants, and legal and financial advisors (i) with a need to know such information, (ii) who are parties to appropriate agreements sufficient to comply with this clause, and (iii) who are informed of the non-disclosure obligations imposed by this clause and the receiving party will take appropriate steps to implement and enforce such non-disclosure obligations.
    3. The confidentiality obligations in this Clause do not apply to information which: (a) is or becomes known by the receiving party without breach of any obligation to maintain its confidentiality; (b) is or becomes known to the public through no act or omission of the receiving party; (c) is independently developed by the receiving party without the use of any Confidential Information; or (d) is disclosed in response to a valid order by a court or governmental body, if prior to such disclosure, the receiving party gives written notice to the other party, so as to afford it the opportunity to object. In the event that such protection against disclosure is not obtained, the receiving party will be entitled to disclose the Confidential Information, but only as and to the extent necessary to legally comply with such compelled disclosure.
    4. You, the Customer, agree that Metis may refer to You as a user of the Services on its Website and its marketing materials in print, online and on social media. You understand and anticipate that we may wish to use You, the Customer, as a case study or other form of marketing reference for the Services, subject to your agreement (acting in good faith) as to the content of such materials.   Except as set out above, we will both keep the existence, Terms and nature of this Agreement, and our discussions, confidential and neither of us will release or make any public statement, advertisement or other disclosure with regard to this Agreement without the prior written consent of the other.
  6. Exclusions and limitations
    1. Neither party's liability (a) for death or personal injury caused by its negligence or the negligence of its employees or agents; (b) for fraud or fraudulent misrepresentation; or (c) for any other matter where liability cannot be excluded or limited under applicable law, is excluded or limited by this Agreement, even if any other term of this Agreement would otherwise suggest that this might be the case.
    2. Subject to clause 6.1, Metis shall not be liable to the Customer (whether for breach of contract, negligence, misrepresentation or for any other reason) for any loss or damage whatsoever incurred or sustained by the Customer in connection with this agreement and/or its use of the Services whether such loss or damage is direct, indirect or consequential and including, without limitation: (a) loss of profit; (b) loss of business; (c) lost data; (d) rerun time; (e) inaccurate output; (f) work delays, or (g) wasted staff or management time.
    3. Subject to clause 6.1 and without prejudice to clause 6.2, Metis’ maximum aggregate liability under or in relation to this Agreement (whether for breach of contract, negligence, misrepresentation or for any other reason) will be limited to the aggregate sums (if any) paid by the Customer to us during the 12 months preceding the date on which the claim is made.
  7. Data protection
    1. In the course of Metis providing the Services and of the Customer using the Services under this Agreement, it may be necessary from time to time for either party to have access to Personal Data. When You are using the Services, Metis will be processing your Personal Data as a “data processor” as defined or used in the Data Protection Act 1988 (“Act”). In relation to any transfer and processing of personal data as referred to in this clause:
      1. To the extent that Metis will be a data processor, we will process the Personal Data only in accordance with the Terms of this Agreement and any reasonable instructions given by the Customer from time to time;
        1. You warrant that where You are a data controller in respect of such Personal Data You are and will remain in compliance with the Act; and
        2. Each party will take appropriate technical and organisational measures against (i) unauthorised or unlawful processing of the Personal Data; and (ii) accidental loss or destruction of, or damage to, the Personal Data.
  8. Termination
    1. This Agreement shall commence on the Start Date and shall continue until terminated either by (a) You clicking on a cancellation link on the Web site (b) any termination term set out in your Order (c) You not paying the Subscription fee or (d)  written notice to Metis.  Following telling us You wish to terminate:
      1. for Customers who are paying for a Subscription on a monthly basis, the Agreement shall terminate at the end of the month in which notice is given and the Fee for that whole month shall remain due and payable in accordance with payment terms set out on the Order;
      2. for Customers who have paid for an annual Subscription in advance and are in their first year of using Metis, they will be entitled to a refund on the unusued portion of their payment for that year;
      3. For Customers in their second or subsequent year of using Metis who have paid an annual Subscription in advance, or for Customers who convert after 3 months’ usage from monthly subscribers to an annual Subscription will not be entitled to a refund of any unused portion of their Subscription.
      4. Where there is a conflict between the terms set out in this clause and the terms on an Order, the terms of the Order shall prevail.
    2. Apart from any other rights which Metis may have, if the Customer breaches this Agreement we may suspend provision of the Services or exercise of any of the Customer's rights under this Agreement until the Customer remedies the breach to the reasonable satisfaction of Metis.
    3. All licences granted by Metis under this Agreement will automatically terminate on expiry or termination of this Agreement (for whatever reason) and the Customer will immediately cease all use of the Services. Expiry or termination of this Agreement (for whatever reason) will not affect: (a) any accrued rights or liabilities which either party may have by the time termination takes effect; or (b) the coming into force or the continuation in force of any of its provisions that expressly or by implication are intended to come into force or continue in force on or after its expiry or termination. Without prejudice to the foregoing, clause 5 (Intellectual Property Rights), clause 6 (Exclusions and Limitations) and clause 7 (Data Protection) will survive termination or expiry of this Agreement.
  9. Notices
    1. Notices to be sent to Metis shall be sent to contracts@getmetis.com and notices to be sent to the Customer shall be sent to the Customer’s email address identified as their username unless the Customer advises Metis of an alternative Customer address for notices.  You agree to keep all your account information up to date.  Notices will be deemed to be delivered as of the date of actual receipt.
  10. Sub-contracting and assignment
    1. We may sub-contract the performance of any of Metis’ obligations under this Agreement, provided that we remain liable to the Customer for any breach of this Agreement if we sub-contract any of our obligations. Metis may assign this Agreement or any of our rights or obligations under this Agreement without the Customer’s prior written consent. The Customer may not assign any or all of its rights or obligations under this Agreement without Metis’ prior written consent.
  11. Other terms
    1. Neither party will be liable for any delay or failure in performing any of its obligations under this Agreement if such delay or failure is caused by circumstances outside its reasonable control.    All variations to this Agreement must be agreed on behalf of both parties before they take effect.  If any provision of this Agreement is held for any reason to be ineffective or unenforceable, this will not affect the validity or enforceability of: (a) any other provision of this Agreement; or (b) this Agreement as a whole.  No term of this Agreement is enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to this Agreement.
    2. The parties to this Agreement may agree additional Special Terms to be incorporated into these Terms.  Where any Special Term conflicts with these Terms, the Special Term shall prevail.
    3. This Agreement (including any Special Terms) sets out all of the terms that have been agreed between the parties.  Each party acknowledges that, in entering into this Agreement, it has not relied on any statement or representation not expressly set out in this Agreement.
    4. This Agreement is to be interpreted in accordance with English law and the parties submit to the exclusive jurisdiction of the English courts.

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