Terms of Business
1. Introduction
These Terms of Business (“Terms”) contain the terms under which Edurio provides web-based stakeholder feedback gathering services (“Services”) to you and describe how the Services may be accessed and used. You indicate your agreement to these Terms by executing a document that references them.
2. Billing
You agree to pay Edurio any fees for each Service you purchase or use, in accordance with the pricing and payment terms presented to you for that Service. Edurio will be pleased to discuss any special invoicing arrangements required.
3. Subscriptions
Our Services are billed on a subscription basis (“Subscriptions”). This means that you will be billed in advance on a recurring, periodic basis (each period is called a “billing cycle”). Billing cycles are typically monthly or annual, depending on what subscription plan you select when purchasing a Subscription. Your Subscription will automatically renew at the end of each billing cycle unless you cancel auto-renewal by contacting us. You may cancel auto-renewal on your Subscription at any time, in which case your Subscription will continue until the end of that billing cycle before terminating.
4. Price changes
Edurio may change the fees charged to you for the Services at any time, provided that, for Services billed on a subscription basis, the change will become effective only at the end of the current billing cycle of your Subscription. Edurio will provide you with advance notice of any change in fees at least one month prior to the end of your current billing cycle.
5. Payment of bills
Payment of bills is due within 30 days from their date.
6. Privacy
- In the course of using the Services, you may submit content to Edurio (including your personal data and the personal data of others) or third parties may submit content to you through the Services (all of the above will be referred to as your “Content”).
- Edurio’s Terms for the use of Edurio services and website detail how we treat your Content. You agree that Edurio may use and share your Content in accordance with these Terms, Edurio’s Terms and conditions , applicable data protection laws and data sharing agreement (given such agreement has been executed between you and Edurio). You also agree that you are responsible for notifying third parties who submit content to you through our Services about Edurio’s Terms and conditions.
- You agree that you will not request Edurio to provide any information that may allow for you to identify a third party who has submitted content to you through the Services unless the third party in question has been informed beforehand that the content they are submitting will not be anonymous.
7. Suspension and Termination of Services
- By You. You can terminate your Subscription at any time by contacting us. If you terminate a Subscription in the middle of a billing cycle, you will not receive a refund unless you are terminating these Terms for any of the following reasons: (a) we have materially breached these Terms and failed to cure that breach within 30 days after you have so notified us in writing; (b) a refund is required by law; or (c) we, in our sole discretion, determine a refund is appropriate.
For clarity, we will not grant a refund where you have used our Services, collected responses, and/or downloaded your responses unless the termination is due to our material, uncured breach or a refund is required by law. - By Edurio. Edurio may suspend or terminate your Subscription for any of the following reasons: (a) you have materially breached these Terms or Edurio’s Terms and conditions and failed to cure that breach within 30 days after Edurio has so notified you in writing; (b) you fail to pay fees for 30 days past the due date; (c) for any reason within one month before the end of a billing cycle by providing at least 14 days’ prior written notice to you.
Edurio will use commercially reasonable efforts to narrow the scope and duration of any limitation or suspension under this Section as is needed to resolve the issue that prompted such action.
8. Changes and Updates
Changes to terms. Edurio may change these Terms at any time for a variety of reasons, such as to reflect changes in applicable law or updates to Services, and to account for new Services or functionality. The most current version will always be posted on the Edurio website. If an amendment is material, Edurio will notify you by email. Changes will be effective no sooner than the day they are publicly posted. In order for certain changes to become effective, applicable law may require Edurio to obtain your consent to such changes, or to provide you with sufficient advance notice of them.
Changes to services. Edurio constantly changes and improves the Services. Edurio may add, alter, or remove functionality from a Service it provides to you at any time without prior notice. Edurio may also limit, suspend, or discontinue a Service provided to you at its discretion.
9. Customer lists
Edurio may identify you (by name and logo) as an Edurio Services customer on Edurio’s website and on other promotional materials unless we agree otherwise.
10. Intellectual property
- The Services are a property of Edurio. The contents of the Services, including the surveys available on the Edurio platform, the trademark of Edurio, as well as intellectual property related to the Service is protected pursuant to the applicable laws and is the property of Edurio. After the end of your billing cycle, if you do not wish to continue working with Edurio for its stakeholder surveying, you will not use the surveys available on Edurio online platform or parts of these surveys or survey result benchmarks in your future stakeholder surveying.
- You retain ownership of any Content you have submitted to Edurio. The reports prepared by you using the data gathered through the Services are your property.
- At our sole discretion Edurio is entitled to retain and use aggregated and de-identified data derived from your Content for statistical analysis, research, publication and benchmarking purposes. With your prior written consent Edurio is entitled to use any other materials owned by you, but disclosed within the use of Services for research, publication or marketing purposes.
11. Confidentiality
Edurio will treat your Content as confidential information and only use and disclose it in accordance with these Terms, Terms for the use of Edurio services and website and Data sharing agreement (given such agreement has been executed between you and Edurio). However, your Content is not regarded as confidential information if such Content: (a) is or becomes public (other than through breach of these Terms by Edurio); (b) was lawfully known to Edurio before receiving it from you; (c) is received by Edurio from a third party without knowledge of breach of any obligation owed to you; (d) was independently developed by Edurio without reference to your Content. Edurio may disclose your Content when required by law or legal process, but only after Edurio, if permitted by law, uses commercially reasonable efforts to notify you to give you the opportunity to challenge the requirement to disclose.
12. Liability
- Disclaimers. While it is in Edurio’s interest to provide you with a great experience when using the Services, there are certain things we do not promise about them. We try to keep our online Services up, but they may be unavailable from time to time for various reasons. Except as expressly provided in these Terms and to the extent permitted by applicable law, the services and any guidance or recommendations therein are provided “as is” without warranty or condition of any kind, including, but not limited to, the implied warranties or conditions of merchantable quality and fitness for a particular purpose and non-infringement or any representations regarding availability, reliability, or accuracy of the services. Edurio does not and cannot warrant the outcomes that the Organisation may obtain by using the Services.
Within the scope of these Terms Edurio shall at its sole discretion do reasonable endeavours to ensure continuity and quality of the Services, i.e., as reasonably possible, uninterrupted and error-free provision of the Services. - Exclusion of Certain Liability. To the extent permitted by applicable law Edurio shall not be responsible for any costs, losses or damage (direct, indirect, special, consequential, exemplary or punitive damages, including, but not limited to financial losses and lost profit) arising in any manner in respect of use of the Services. Edurio shall not be liable in the event, if the actual Services delivered does not meet your expectations which have not been described in these Terms.
- Limitation of Liability. To the extent permitted by applicable law, the aggregate liability of each of Edurio, its affiliates, officers, employees, agents, suppliers, and licensors arising out of or in connection with the services and these Terms will not exceed the lesser of: (a) the amounts paid by you to Edurio for use of the services at issue during the 12 months prior to the event giving rise to the liability; or (b) GBP £ 10,000.
13. Other terms
- These Terms are governed by the law of England and Wales. Possible disputes regarding these Terms shall be settled amicably. If amicable settlement has not been reached, the dispute shall be resolved in the courts of England and Wales.
- Neither Edurio nor you may assign or otherwise transfer all or any part of your rights or obligations hereunder without a prior written consent of the other.
- If any provision of these Terms are recognised unlawful or lose validity, it shall not affect the validity of the remaining provisions of these Terms.
14. Contracting Entity
- Unless otherwise noted, the Services are provided by, and you are contracting with Edurio LTD, a private limited company registered in England and Wales, registered number: 09672882, registered address: 36a Weston Rd, London, England W4 5NJ.
- Any references in these Terms to “Edurio”, “we”, “us”, and “our” are references to Edurio LTD located at 36a Weston Rd, London, England W4 5NJ.