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These terms and conditions apply as between you, the User of Rappor Metrics Services provided therein and WR Rappor Ltd (“WR Rappor”) the owner(s) of the Rappor Metrics Services and this Website. Your agreement to comply with and be bound by these terms and conditions and to grant any and all licences required is deemed to occur upon your acceptance of these terms and conditions prior to your first use of the Rappor Metrics Services. The Rappor Metrics Services are provided as part of the WR Rappor Consultancy Services provided by WR Rappor to your employer company (“Consultancy Services”). Access to the Rappor Metrics Services are contingent on and subject to prior agreement to the terms of the Consultancy Services by your employer company (“Consultancy Agreement”).
1. Definitions and Interpretation
1.1 In these terms and conditions, unless the context otherwise requires, the following expressions have the following meanings:
Means collectively the personal information and credentials used by Users to access the Rappor Metrics Services through the Web Site;
Means the binding agreement that shall come into effect between the User and WR Rappor Ltd following the User's acceptance of these terms and conditions and which shall incorporate these terms and conditions;
Means any text, graphics, images, audio, video, software, data compilations and any other form of information capable of being stored in a computer that appears on or forms part of the Website;
"Rappor Metrics Services"
Means collectively the “Rappor Metrics” facilities, tools, services or information that WR Rappor Ltd makes available through the Website or such other media it may use either now or in the future;
Means any third party that accesses the Website and the Rappor Metrics Services that is not employed by WR Rappor Ltd and acting in the course of their employment and as authorised pursuant to a relevant Consultancy Agreement;
[means user information submitted by Users to create a profile for use in the Rappor Metrics Services]; and
Means the website on which these terms and conditions appear https://insight.rappormetrics.com and any sub-domains of that website unless expressly excluded by their own terms and conditions.
1.2 Unless the context otherwise requires, each reference in these terms and conditions to:
1.2.1 “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;
1.2.2 a statute or a provisions of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
1.2.3 a Clause or paragraph is a reference to a Clause of these terms and conditions.
1.3 The headings used in these terms and conditions are for convenience only and shall have no effect upon the interpretation of these terms and conditions.
1.4 Words imparting the singular number shall include the plural and vice versa.
1.5 References to any gender shall include the other gender.
2. Provision of Rappor Metrics Services
2.1 WR Rappor shall use its best and reasonable endeavours to provide the Rappor Metrics Services on an error-free basis and without interruption.
2.2 Notwithstanding sub-Clause 2.1, WR Rappor does not provide any guarantee that provision of the Rappor Metrics Services shall be error-free or without interruption and reserves the right to alter or suspend provision of the Rappor Metrics Services without prior notice to Users. By accepting these terms and conditions the User acknowledges that the Rappor Metrics Services may change in form or nature at any time.
2.3 WR Rappor shall have the right, exercisable at its sole discretion, subject to the terms of the Consultancy Services, to terminate provision of the Rappor Metrics Services without prior notice to Users.
2.4 Notwithstanding WR Rappor's right to perform any of the actions detailed in this Clause without prior notice, WR Rappor shall use its best and reasonable endeavours to provide such notice whenever possible.
3. Access to Rappor Metrics Services and User Profiles
3.1 The User represents and warrants that they have the authority to enter into the Agreement, to use the Rappor Metrics Services, and to perform any and all acts as may be necessary under these terms and conditions.
3.2 If the User is unable to comply with the requirements of sub-Clause 3.1 they shall be prohibited from using the Rappor Metrics Services and must not accept these terms and conditions.
3.3 In order to use the Rappor Metrics Services Users are required to create an Account and to submit certain work details that are viewable by other users and administrators of the Rappor Metrics service only, including work email address, phone number and job role by group, eg, commercial, logistics. By accepting these terms and conditions the User represents and warrants that:
3.3.1 Any information that is submitted is accurate and truthful;
3.3.2 All such information will be kept accurate and up-to-date; and
3.3.3 The means by which they identify themselves does not violate any part of these terms and conditions or any applicable laws.
3.4 If the User has reason to believe that their Account details have been obtained by another without consent, the User should contact WR Rappor immediately who will have the right to suspend their Account as necessary.
3.5 By accessing the Rappor Metrics Services and creating a User Profile, User agrees that their User Profile may be accessed by other Users solely in order to use the Rappor Metrics Services.
Access to and use of the Rappor Metrics Services are subject to prompt and full payment of the appropriate fee for the same as specified in the relevant Consultancy Agreement.
5. Use of Rappor Metrics Services
5.1 The Rappor Metrics Services are for use as part of the Consultancy Services only.
5.2 Users are permitted to use the Rappor Metrics Services only in accordance with:
5.3.1 The terms of the Consultancy Agreement
5.3.2 These terms and conditions; and
5.3.3 Any relevant law, regulation or other applicable instrument in their particular jurisdiction.
5.4 Subject to any express agreement to the contrary, Users may only access the Rappor Metrics Services through the normal means provided by WR Rappor Ltd. Users shall not attempt to download, convert or otherwise reverse-engineer any part of the Rappor Metrics Services.
5.5 Users may not engage in any conduct that may disrupt provision of the Rappor Metrics Services by WR Rappor.
5.6 Subject to any express agreement to the contrary, Users may not reproduce, copy, duplicate, trade or resell the Rappor Metrics Services.
6. Intellectual Property and Licence
6.1 Unless otherwise agreed in writing or notified by WR Rappor, all Content on the Website, including, but not limited to, text, graphics, logos, icons, images, sound clips, video clips, data compilations, page layout, underlying code and software is the property of WR Rappor, its affiliates or other authorised third parties.
6.2 By accepting these terms and conditions, the User grants a non-exclusive, worldwide, perpetual licence to WR Rappor to copy, distribute, transmit, publicly display, publicly perform, transmit and reformat all Content created or submitted by the User for the purpose of providing the Rappor Metrics Services.
6.3 The User represents and warrants that they have all necessary rights, power and authority to grant the licence described in sub-Clause 6.2.
6.4 Subject to Clause 6.5, the User may not reproduce, copy, distribute, store or in any other fashion re-use material from the Website unless otherwise indicated on the Website or unless given express written permission to do so by WR Rappor.
6.5 WR Rappor hereby grants the User a world-wide non-exclusive, non-transferable, non-sublicensable revocable licence to use the Rappor Metric Services for the period of, and subject to the terms of, the relevant Consultancy Agreement.
7. User Content
7.1 When using the Rappor Metrics Services to create Content, Users should do so in accordance with the following rules:
7.1.1 Users must not submit Content that is unlawful or otherwise objectionable. This includes, but is not limited to, Content that is abusive, threatening, harassing, defamatory or fraudulent;
7.1.2 Users must not submit Content that is intended to promote or incite violence;
7.1.3 Users must not submit Content that may contain viruses or any other software or instructions that may damage or disrupt other software, computer hardware or communications networks;
7.1.4 Users must not post links to other websites containing any of the above types of Content;
7.1.5 Users must not impersonate other people, particularly employees and representatives of WR Rappor or its affiliates;
7.1.6 Users must not use the Rappor Metrics Services for unauthorised mass-communication such as “spam” or “junk mail”.
7.2 WR Rappor has the right, but not the obligation to pre or post-screen Content submitted or created by Users and may flag or filter any Content that it deems appropriate.
7.3 If any Content is found to be in breach of these terms and conditions, WR Rappor reserves the right to remove it without notice and may, at its sole discretion, terminate the responsible User's access to the Rappor Metrics Services.
7.4 Users are solely responsible for any and all Content that they submit or create. WR Rappor does not endorse, support, represent or otherwise guarantee the accuracy or reliability of such Content.
7.5 Users use the Rappor Metrics Services at their own risk.
7.6 By submitting or creating Content Users warrant and represent that they are the author of such Content and/or that they have acquired all of the appropriate rights and/or permissions to use the Content in this fashion. WR Rappor accepts no responsibility or liability for any infringement of third party rights by such Content. Further, Users waive all moral rights in any and all Content that they submit or create to be named as its author.
8. Links to Other Websites
This Website may provide links to other websites as part of the Rappor Metrics Services. Unless expressly stated, such websites are not under the control of WR Rappor or that of our affiliates. WR Rappor assumes no responsibility for the content of the websites and disclaims liability for any and all forms of loss or damage arising out of the use of them. The inclusion of a link to another website on this Website does not imply any endorsement of that website or of those in control of it.
10. Disclaimer of Warranties
10.1 WR Rappor makes no warranty or representation that the Website or the Rappor Metrics Services will meet Users' requirements, that they will be of satisfactory quality, that they will be fit for a particular purpose, that they will not infringe the rights of third parties, that they will be compatible with all systems, or that they will be secure.
10.2 WR Rappor shall use its best and reasonable endeavours to ensure that all information provided on the Website and the Rappor Metrics Services is accurate and up to date, however WR Rappor makes no warranty or representation that this will always be the case. WR Rappor makes no guarantee of any specific results from the use of the Website or the Rappor Metrics Services.
10.3 No part of the Website or the Rappor Metrics Services is intended to constitute advice and the Content of the Website and the Rappor Metrics Services should not be relied upon when making any decisions or taking any action of any kind.
10.4 Whilst every effort has been made to ensure that all descriptions of Rappor Metrics Services available from WR Rappor correspond to the actual Rappor Metrics Services available, WR Rappor is not responsible for any variations from these descriptions.
11. Availability of the Website and the Rappor Metrics Services
11.1 The Website and the Rappor Metrics Services are provided “as is” and on an “as available” basis. WR Rappor gives no warranty that the Website or the Rappor Metrics Services will be free of defects or faults. To the maximum extent permitted by law WR Rappor provides no warranties (express or implied) of fitness for a particular purpose, accuracy of information, compatibility and satisfactory quality.
11.2 WR Rappor accepts no liability for any disruption or non-availability of the Website or the Rappor Metrics Services resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, power failure, natural events, acts of war or legal restrictions and censorship.
12. Limitation of Liability
12.1 WR Rappor's liability for any direct or indirect loss or damage, foreseeable or otherwise, including any indirect, consequential, special or exemplary damages arising out of our breach of these terms and conditions in respect of all Users of a relevant Consultancy Agreement shall be limited to the value of the fee for that Consultancy Agreement prevailing at the relevant time. For all other direct or indirect loss or damage, foreseeable or otherwise, including any indirect, consequential, special or exemplary damages arising from the use of the Website, the Rappor Metrics Services or any information contained therein, to the maximum extent permitted by law, WR Rappor accepts no liability. Users should be aware that they use the Website, the Rappor Metrics Services and all relevant Content at their own risk.
12.2 Nothing in these terms and conditions excludes or restricts WR Rappor's liability for death or personal injury resulting from any negligence or fraud on the part of WR Rappor.
13. Term and Termination
13.1 The term of the Agreement shall commence upon the User’s acceptance of these terms and conditions and shall continue until terminated either by the User or by WR Rappor in accordance with this Clause 13 or upon expiration or termination of the Consultancy Services.
13.2 WR Rappor reserves the right to terminate the Agreement, a User’s Account and a User’s access to the Rappor Metrics Services at any time for the following reasons:
13.2.1 The User has committed a material breach of these terms and conditions, unless such breach is capable of remedy, in which case the right to terminate immediately will be exercisable if the User fails to remedy the breach within 7 days after a written notice to do so;
13.2.2 The User has indicated, expressly or impliedly, that they do not intend to or are unable to comply with these terms and conditions;
13.2.3 WR Rappor is required to do so by law;
13.2.4 It has become, in the opinion of WR Rappor, its affiliates or advisers, no longer commercially viable to continue providing the Rappor Metrics Services;
13.2.5 WR Rappor is no longer providing the Rappor Metrics Services in the User’s country of residence;
13.3 In the event that WR Rappor terminates a User’s Account, the User will cease to have access to the Rappor Metrics Services from the date of termination.
13.4 In the event that the Agreement is terminated, the User’s Account will be closed and their access to the Rappor Metrics Services terminated.
13.5 Upon termination of the Agreement, the User shall cease to be bound by all obligations set out in these terms and conditions with the exception of those expressly stated to survive the termination of the Agreement.
14. No Waiver
In the event that either the User or WR Rappor fails to exercise any right or remedy contained in these terms and conditions, this shall not be construed as a waiver of that right or remedy.
Users may not assign, transfer, sub-contract, or in any other manner make over to any third party the benefit and/or burden of this Agreement (“Assignment”) without the prior written consent of WR Rappor. WR Rappor may make such Assignment in its favour upon written notice.
In the event that any of these terms are found to be unlawful, invalid or otherwise unenforceable, that term is to be deemed severed from these terms and conditions and shall not affect the validity and enforceability of the remaining terms and conditions. This term shall apply only within jurisdictions where a particular term is illegal.
17. Entire Agreement
These terms and conditions embody and set forth the entire Agreement and understanding between the Parties and supersede all prior oral or written agreements, understandings or arrangements relating to the subject matter of the Agreement. Neither the User nor WR Rappor shall be entitled to rely on any agreement, understanding or arrangement not expressly set forth in these terms and conditions, save for any representation made fraudulently.
All notices / communications shall be sent to and by WR Rappor either by post to our premises at WR Rappor Limited, William Reed Group, Broadfield Park, Crawley RH11 9RT or by email to firstname.lastname@example.org. Such notice will be deemed received 3 days after posting if sent by first class post, the day of sending if the email is received in full on a business day and on the next business day if the email is sent on a weekend or public holiday.
19. Law and Jurisdiction
19.1 These terms and conditions, the Agreement and all other aspects of the relationship between the User and WR Rappor shall be governed by and construed in accordance with the Laws of England and Wales.
19.2 Any dispute between the User and WR Rappor relating to these terms and conditions, the Agreement and all other aspects of the relationship shall fall within the exclusive jurisdiction of the courts of England and Wales.