BETWEEN
Software for Data Analysis Limited, registered address 40 Borough High Street, London, SE1 1XW (herineafter referred to as "SDA", "us", "we" and "our") as the provider of www.my-NPS.com (hereinafter referred to as "my-NPS") ON THE ONE HAND,
AND
The client, being any person or entity (hereinafter referred to as "CLIENT", "YOU") who subscribes to one of the Services available on the “my-NPS” website
ON THE OTHER HAND
Individually also referred to as "Party", and together as "Parties".
IT HAS BEEN PREVIOUSLY SET FORTH THAT:
SDA is a business specialising in online surveys. It offers the client the use and availability via the Internet of the "my-NPS" Software as "Software as a Service" (SaaS) under the Licensing framework subscribed to by the Client.
SDA reserves the right to modify these Terms and Conditions at any time, and will make them available online on the "my-NPS" website. The new Terms and Conditions are retroactive and are valid by way of an amendment to this contract from the beginning of each new billing cycle.
Application:
refers to each function and tool specific to the "my-NPS" Software.
Third-party applications:
refers to each function or tool released by a third party to which the Software can have helped for some functions.
Subscription:
indicates the billing, periodically, in advance of a Service. Each period represents a billing cycle.
Contract or General Terms and Conditions (GTC) or Acceptable Use:
indicates that this document contractually commits the Parties to respect the rights and obligations described in each of the articles of this document.
Data:
refers to all information generated by the implementation of the Applications.
Personal data:
refers to data that, under the Data Protection Legislation (including the General Data Protection Regulation, the Data Protection Act 2018, and all applicable laws and regulations relating to the processing of Personal Data including, where applicable, the guidance and codes of practice issued by the Information Commissioner) allows the identification, directly or indirectly, of a natural person.
Options:
describes the applications available to the Client and the duration of the Subscription accepted by the Client during the Subscription of a licence. The Options are available on the "my-NPS" website prior to the Subscription by the Client.
Username:
refers to the way the client identifies theselves on websites which allow the use of the Services.
Internet:
refers to the global system of interconnected computer networks that use the Internet protocol suite (TCP/IP) to link devices worldwide.
Licence:
refers to the non-exclusive, non transferable right for the Client to use the "my-NPS" Software during the term of the chosen Subscription in exchange for payment for this right to SDA.
Software:
refers to all Applications collectively available in "my-NPS".
Maintenance:
refers to all the processes of updating and correcting the Software. They can occur in case of anomalies or Software development. Maintenance can be a one-off or recurring.
Update:
refers to the development procedures involving developing the Software and the Applications.
Server:
refers to the computer equipment that can store, host, save and share the data needed to run the Software.
Service:
refers to all provisions, Licences and Software solutions that SDA commercialises.
Subscription:
refers to the Options and period chosen and paid for by the Client for the use of "my-NPS".
User:
refers to the persons using the Licence purchased by the Client. The number of Users is limited to the number specified in the Options underwritten by the Client.
This Agreement is intended to define the rights and obligations between the Parties within this licencing framework, whereas:
The client agrees to pay to SDA the set price, according to the Options and duration chosen at the time of Subscription, and
SDA agrees to provide the Client with the means for using the chosen Licence under the Terms and Conditions, after payment of the Licence Subscription.
Licences are provided for "my-NPS" and designated according to the Options that are selected on the "my-NPS" website .
The Client agrees to the terms of this contract, including the Terms and Conditions, Terms of Service and Terms of Usage, without reservation. The Parties agree that their interactions will be governed exclusively by these Terms and that the agreement of these terms is indivisible.
We may terminate your Licence to use "my-NPS" immediately by written notice to you if you commit a material or persistent breach of these Terms and Conditions which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so.
4.1 - Fees for the use of the Services
The Client agrees to pay SDA the corresponding fees for each Service or Licence purchased or used in accordance with the pricing which was presented on the "my-NPS" website in the "Features" or "Rates" page. The client is then billed according to the billing method chosen on the page (monthly or annually as appropriate).
4.2 - Subscriptions
Some of the Services are charged as a Subscription. The Subscription will be automatically renewed at the end of each billing cycle, unless you request the cancellation of the automatic renewal, which can be done online or by mail to SDA at least 15 days before the end of the billing cycle. You may cancel your auto-renewal at any time. Once started, payment for a given cycle is due in its entirety and is non-refundable.
4.3 - Method of Payment
The fee is payable when placing the order. Payments are made in accordance with the method made available on the “my-NPS” website. At the request of the Client, a paper invoice showing VAT will be sent.
4.4 - Taxes
Unless otherwise stated, taxes related to the sale of the Services, including any associated penalties or interest, are the Client's responsibility. If SDA is obligated to collect or pay taxes, these will be charged to the Client, unless you provide a VAT number issued by the competent tax authorities or any other official document of exemption from taxes.
4.5 - Modification of price
SDA may, at any time, change the prices charged for the use of the Services. Any price changes will become effective upon Licence renewal or immediately upon our agreement to provide additional Services. SDA will inform the Client by email and on its website well in advance of this possible change to allow for a cancellation.
4.6 - Payment Default
If there is a default in payment of a subscription by the Client, SDA reserves the right to suspend, limit or terminate the Service and/or Contract.
This Agreement shall take effect from the time the client has validated this Agreement by ticking the box "I accept the Terms and Conditions".
The length of the Agreement is concluded and indicated according to the Subscription chosen by the Client.
By default, the Client's Subscription, and the Agreement on which it rests are automatically renewed at the end of a billing cycle.
6.1 - "my-NPS" Software Description
SDA provides the client remote access, via the Internet, to the "my-NPS" Software and its Applications according to the Options that the Client has selected.
The Software allows the client to create and send NPS questionnaires and analyse the data consistent with the Options they have chosen as part of their Subscription.
SDA provides the hosting of the data on its servers.
SDA maintains, updates and makes the Software available to the Client.
SDA performs backups of the data .
6.2 - Network
SDA cannot be held responsible for the unavailability, slowdowns and outages of the Internet network.
The Client must use a sufficient configuration to be able to access the Services, for example in terms of browser currency and bandwidth availability.
6.3 - Access to the Software
The Client will be able to access the Software at any time, except during periods of maintenance.
The access is made from the Clients' computers using Usernames and passwords chosen by the client and authorised by SDA. The client agrees to use the personal Username and password every time they connect to the SDA Services.
Usernames and passwords are strictly personal and confidential. The Client agrees to keep the Usernames and passwords secret in order to maintain secure access to the Service, to protect data confidentiality and availability of the Software, and in particular to prevent copying and hacking of the Service or associated data.
If lost or stolen, the Client will follow the online procedure as indicated in the "my-NPS" website.
The Licence agreement is granted under the provisions of this contract and for its duration. It allows the client to use the Licenced Software for the number of authorised Users in accordance with the intended use and for its own needs.
With this Licence, the Client is authorised to:
Apart from these rights in this article above and without prejudice to them, the Client is not authorised hereunder to:
The Software relies on certain Third party Applications, or functionalities from Third party applications, that are freely available to all Users and SDA includes them on these terms. If the gratuity of such third party Applications were to come to an end and became payable, SDA reserves the right to change prices and to pass on the price within the current Subscription. This replacement requirement is an obligation which cannot justify a termination of the Agreement.
9.1 – Data protection requirements
The Client will act, in its capacity as the Data Controller, to ensure that any processing of Personal Data for which it is responsible complies with the Data Protection Act 2018, The General Data Protection Regulation (GDPR) and all other laws and regulations relating to the processing of Personal Data, and thereby indemnifies SDA againt all liability for non-compliant data.
Furthermore, the Client agrees to indemnify SDA against all financial and legal consequences that may derive from a failure on the Client's part with respect to its obligations concerning the data and respective legislation.
More generally, the Client is solely responsible for the content and messages broadcast, stored and/or downloaded via the Services.
The Client authorises SDA to publish anonymous summary statistics of "my-NPS" survey data and survey metadata, for example, response rates and average number of questions. We will not publish identifiable survey data or survey metadata without your permission. No individuals will be identified unless we have obtained their permission.
9.2 - Accessibility and Data Security
Each Party shall commit to implement the appropriate technical resources to ensure data security. Subject to section "Liability" SDA will deploy its security systems to preserves the integrity and confidentiality of data.
The Client acknowledges that SDA has no control over the transfer of data via public telecommunications networks used by the client to access the Application modules and in particular the Internet. The Client acknowledges and agrees that SDA cannot guarantee the confidentiality of data when transferring them on the so-called public networks.
The Client is responsible for the creation, design, usage of data by the Users under the use of Application modules and Software. The Client is also solely responsible for the collection and processing of personal data and sensitive data by Users. Where the law requires the consent of the person(s) whose data is collected, it is up to the client and its Users to request permission from the person(s) concerned.
SDA is and remains the owner of the property rights regarding all elements of the Application Services, Software and Licences available to the Client.
The temporary provision of the Software and its Applications in accordance with the Agreement shall not be regarded as the transfer of any intellectual property right to the Client. The Agreement does not grant the Client any property rights of the Software.
Specifically, you acknowledge that all intellectual property rights invested in "my-NPS" belong to SDA, that rights to use "my-NPS" are licenced (not sold) to you, and that you have no rights in, or to, "my-NPS", or any information therein, other than the right to use them in accordance with these Terms and Conditions.
11.1 – Non-liability
Except as expressly provided herein and to the extent permitted by the applicable law, the Services are provided "as is" and SDA makes no guarantees of any kind, whether intentionally, implied or regulatory. Furthermore, you acknowledge that "my-NPS" has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that its facilities and functions meet your requirements.
11.2 - Exclusion of certain responsibilities.
To the extent permitted by the applicable law, SDA, its affiliates, directors, employees, authorised representatives, suppliers and Licence lessors shall not, under any circumstances whatever, be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these Terms and Conditions, for:
To the extent permitted by the applicable law, SDA's liability, held concurrently with its affiliates, directors, employees, authorised representatives, suppliers and Licence lessors, related to or resulting from the Services and these conditions, whether in contract, tort (including negligence) or otherwise shall, in all circumstances, be limited to a sum equal to the annual Fee for your Licence to use "my-NPS".
11.3 These Terms and Conditions set out the full extent of our obligations and liabilities in respect of the supply of "my-NPS". Except as expressly stated in these Terms and Conditions, there are no conditions, warranties, representations or other terms, express or implied, that are binding on SDA. Any condition, warranty, representation or other term concerning the supply of "my-NPS" which might otherwise be implied into, or incorporated in, these Terms and Conditions whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.
11.4 - Force Majeure
SDA will in no way be held responsible for any damages for harm caused by an interruption or decrease in service by the telecommunications carrier, the electricity supplier, government decisions, hacking or force majeure. Furthermore, SDA cannot be made liable for the accidental destruction of data by the Client or a third party having accessed the Application Services using the log in details given to the Client.
Prior to the termination of the contract, for whatever reason, the client may download their data using the interface provided, should they wish to do so.
Following termination of the contract, the account and data will be erased.
SDA makes customer assistance available to Clients according to the provisions as detailed in the Options chosen.
To assure the ongoing confidentiality, integrity and availability of "my-NPS" the Client agrees to its acceptable use, as follows:
You must notify SDA if you become aware of any unauthorised use of your "my-NPS" licence.
You may not to divulge your user password to any other person or share your credentials with any other person. Each person who has access to "my-NPS" must use a unique username and password. Multiple users must not log in using a single set of shared credentials (such as a ‘group account’).
You may not use the Services to infringe the intellectual property rights of others, or to commit an unlawful activity.
You may not register accounts by “bots” or other automated methods.
You may not engage in abusive or excessive usage of the Services, which is usage significantly in excess of average usage patterns that adversely affects the speed, responsiveness, stability, availability, or functionality of the Services for other users.
You may not transmit any viruses, malware, or other types of malicious software, or links to such software, through the Services.
You may not use any manual or automated system or software to extract or scrape data from the websites or other interfaces through which we make our Services available.
You may not probe, scan, or test the vulnerability of "my-NPS" or network.
You may not misuse our Services by interfering with their normal operation, or attempting to access them using a method other than through the interfaces and instructions that we provide.
You are responsible for your conduct, Content, and communications with others while using the Services.
You must not send unsolicited mail.
You must not utilize a survey to send any electronic mail messages in a way not permitted by applicable law or to any recipient who has opted out, unsubscribed, or otherwise objected to receiving such messages from you or another party on whose behalf you may be commissioned.
You can only use "my-NPS" to send emails to lists of people that gave you permission to email them. If you don’t have proof that each recipient on your list opted in for your emails, don’t import them into "my-NPS". We prohibit the use of harvested mailing lists. SDA will terminate accounts violating this prohibition.
This contract and these Terms and Conditions are governed by English law.
Please note that these Terms and Conditions, their subject matter and their formation are governed by English law.
Each of the conditions of these Terms and Conditions operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.